As filed with the Securities and Exchange Commission on July 2, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Jersey Mike’s Subs Inc.
(Exact Name of Registrant as Specified in its Charter)

      Delaware

      5812

      41-5138619

      (State or other jurisdiction of
incorporation or organization)

      (Primary Standard Industrial
Classification Code Number)

      (I.R.S. Employer
Identification No.)

     

1 Commvault Way, S300
Tinton Falls, NJ 07724
Telephone: (732) 223-4044
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Charles R. Morrison
Chief Executive Officer
Jersey Mike’s Subs Inc.
1 Commvault Way, S300
Tinton Falls, NJ 07724
Telephone: (732) 223-4044
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

      Joshua Ford Bonnie
William R. Golden III
Katharine L. Thompson
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, D.C. 20001
Telephone: (202) 636-5500

      Scott G. McLester
General Counsel
Jersey Mike’s Subs Inc.
1 Commvault Way, S300
Tinton Falls, NJ 07724
Telephone: (732) 223-4044

      Michael Kaplan
Roshni Banker Cariello
Meaghan Kennedy
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

     

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted

SUBJECT TO COMPLETION, DATED JULY 2, 2026
PRELIMINARY PROSPECTUS

Shares

Jersey Mike’s Subs Inc.
Class A Common Stock
$ per share

This is the initial public offering of shares of Class A common stock of Jersey Mike’s Subs Inc. We are selling shares of our Class A common stock and the selling stockholders identified in this prospectus are offering shares of Class A common stock. Prior to this offering, there has been no public market for our common stock. We currently expect the initial public offering price to be between $ and $ per share of Class A common stock. We have applied to list our shares of Class A common stock on the New York Stock Exchange (the “NYSE”) under the trading symbol “JMKE.”

Jersey Mike’s Subs Inc. will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. The Continuing Common Unitholders (as defined herein) will hold all of the issued and outstanding shares of Class B common stock, on a one-for-one basis with the number of Common Units (as defined herein) held by each such Continuing Common Unitholder. See “Description of Capital Stock.”

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of the shares that it is selling in this offering to acquire an equivalent number of newly issued Common Units from Jersey Mike’s HoldCo, LLC (“Jersey Mike’s Holdings”), as described under “Organizational Structure—Offering Transactions,” which Jersey Mike’s Holdings will in turn use for the repayment of indebtedness, general corporate purposes and to bear all of the expenses of this offering. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders). See “Use of Proceeds.”

After the completion of this offering, entities controlled by affiliates of Blackstone Inc. (“Blackstone” or “our Sponsor”) will hold a majority of the combined voting power of our shares eligible to vote for the election of our directors. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. See “Management—Controlled Company Exception” and “Principal and Selling Stockholders.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 28 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to Jersey Mike’s Subs Inc.	$	$
Proceeds, before expenses, to selling stockholders	$	$

(1)

Please see the section entitled “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters.

To the extent that the underwriters sell more than shares of our Class A common stock, the underwriters have the option to purchase up to an additional shares of our Class A common stock from certain of our pre-IPO owners (the “selling stockholders”) at the initial public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

At our request, the underwriters have reserved up to % of the Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us and our shareholders. See “Underwriting (Conflicts of Interest) —Directed Share Program.”

The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 202 .

Global Coordinators and Joint Bookrunning Managers


Morgan Stanley	Jefferies	J.P. Morgan

Co-Global Coordinators and Joint Bookrunning Managers


Barclays		Guggenheim Securities

Joint Bookrunning Managers


BofA Securities	Goldman Sachs & Co. LLC		Evercore ISI	UBS Investment Bank		Baird
Wells Fargo Securities	William Blair		RBC Capital Markets	Deutsche Bank Securities		Wolfe \| Nomura Alliance
Piper Sandler	Raymond James		Stifel	TD Securities		BTIG
Mizuho		Societe Generale			Truist Securities

Co-Managers


Blackstone Capital Markets	Loop Capital Markets	Tigress Financial Partners

The date of this prospectus is , 202 .

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Company Logo & Images

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Company Logo OUR MISSION To Make A Difference, One Sub at a Time. OUR VISION Be The World’s Most Beloved Destination for Authentic Sub Sandwiches.

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Company Logo Core Values We… Bring the Juice Delivering the “extra and unexpected” — in the way we serve our guests, support our teams, and uphold our standards. It’s the energy, consistency, quality, and commitment to excellence that drives our results. Give to Give Thinking of others before ourselves and making a positive difference wherever and whenever we show up. We don’t “give to get” we “give to give” – our passion, our time, our talent and our attention. Helping is who we are, and this generosity strengthens our people, our teams, and every community we serve. Stay True to our Roots Acting with intention and integrity and preserving the authenticity that has gotten us to where we are today. Leading with humility, always remembering what shaped us, and carrying those principles forward in everything we do.

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Company Logo A BRAND THAT BELIEVES In the value of ingredients, in the virtue of intention, and the idea that making a sub sandwich and making a difference can be one and the same. Help Nourish. Help Flourish. Be a sub above®

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Company Logo STARTED IN 1956 Mike opens up one of the first submarine sandwich spots in the country. It’s a family run storefront offering up this relatively new food invention for the first time in America. It’s an instant success as families line up for the delicious food and friendly service. Peter Cancro was a 17-year-old high school kid who absolutely loved working at Mike’s and heard the original owner was planning on selling the store. With a loan from his football coach, he purchased the shop. Even though he was young, Peter began expanding Mike’s subs locally, and everywhere he went people continued to line up around the block for sandwiches. PRIDE in one PRODUCE PREPPED DAILY VETERAN STAFF: MIKE MANZO MIKE'S ORIGINAL TEAM

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Company Logo Lettuce, onions, tomatoes, oil, vinegar and spices still top amazing authentic sandwiches across the nation, carrying on the namesake who created the store 70 years ago. Our secret to longevity has been making sure that everything is always high quality. Our MSA Grade top round beef is trimmed and cooked right in the store. Our meats and cheeses are all top-quality premium brands. Our bread is fresh-baked each day on the premises. And of course, everything’s prepared right in front of you. It’s what makes Jersey Mike’s the most authentic tasting submarine sandwich.

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Company Logo 3,300 LOCATIONS $ 4.3 BN SYSTEMWIDE SALES $1.4 MM AUV 50% 2020-2025 CUMULATIVE SAME-STORE SALES GROWTH (1) 12MM+ ACTIVE LOYALTY CUSTOMERS $166MM MONTH OF GIVING DONATIONS (SINCE 2011) Note: All figures as of Q1 2026 1. Represents the sum of Same-Store Sales Growth for 2020-2025

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Company Logo OFFICIAL PARTNER OF THE NFL ALL 4 QUARTERS

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Company Logo MADE RIGHT IN FRONT OF YOU A SUB ABOVE® Jersey Mike's

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Page


Summary	1
Risk Factors	28
Forward-Looking Statements	70
Market and Industry Data	71
Trademarks, Trade Names, Service Marks and Copyrights	71
Organizational Structure	72
Use of Proceeds	78
Dividend Policy	79
Capitalization	80
Dilution	81
Unaudited Pro Forma Condensed Consolidated Financial Information	83
Management’s Discussion and Analysis of Financial Condition and Results of Operations	95


Business	115
Management	141
Certain Relationships and Related Person Transactions	177
Principal and Selling Stockholders	186
Description of Certain Indebtedness	189
Description of Capital Stock	191
Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders	200
Shares Eligible for Future Sale	203
Underwriting (Conflicts of Interest)	206
Legal Matters	215
Experts	215
Where You Can Find More Information	215
Index to Financial Statements	F-1

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. Neither we, the selling stockholders nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

Through and including , (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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About This Prospectus

Financial Statement Presentation

Following this offering, Jersey Mike’s Holdings will be the accounting predecessor of Jersey Mike’s Subs Inc. for financial reporting purposes. Immediately following this offering, Jersey Mike’s Subs Inc. will be a holding company, and its sole material assets will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conduct our business. The Reorganization Transactions (as defined herein) will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Jersey Mike’s Subs Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will consolidate Jersey Mike’s Holdings on its consolidated financial statements and record a non-controlling interest related to the Units (as defined herein) held by the Continuing Unitholders who are the owners of Jersey Mike’s Holdings immediately prior to the Reorganization Transactions on its consolidated balance sheet and statement of operations. See “Organizational Structure.”

Jersey Mike’s Holdings was formed on January 7, 2025 primarily as a vehicle to effect the Sponsor Acquisition (as defined below) on January 16, 2025. As Jersey Mike’s Holdings did not have any previous operations, Jersey Mike’s Franchise Systems, LLC (“Jersey Mike’s Franchise Systems”) is viewed as the predecessor to Jersey Mike’s Holdings and its consolidated subsidiaries. Accordingly, this prospectus includes certain historical consolidated financial and other data for Jersey Mike’s Franchise Systems for periods prior to the completion of the Sponsor Acquisition. As a result of the Sponsor Acquisition, a new basis of accounting was created on January 16, 2025. Accordingly, the financial statements included elsewhere herein are separately presented for the periods before and after the application of the new basis of accounting. The financial statements of Jersey Mike’s Franchise Systems prior to the consummation of the Sponsor Acquisition on January 16, 2025, for the period from January 1, 2023 to January 15, 2025 (the “Predecessor Period”), reflect the financial position and operating results of Jersey Mike’s Franchise Systems (the “Predecessor”) prior to completing the Sponsor Acquisition. The period commencing on January 16, 2025 (the “Successor Period”), reflects the financial position and operating results of Jersey Mike’s Holdings and its consolidated subsidiaries (the “Successor”). Under generally accepted accounting principles in the United States (“GAAP”), we are required to present separately our operating results of the Predecessor Period ended January 15, 2025 and the Successor Period.

The historical financial information of Jersey Mike’s Subs Inc. has been included in this prospectus as of February 24, 2026, as it is a newly incorporated entity formed on that date, and March 29, 2026. The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, stockholders’ equity and cash flows have not been presented because there has been no business transactions or activities to date.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have been calculated, in some cases, not on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures, on the face of our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

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Certain Definitions

As used in this prospectus, unless otherwise noted or the context requires otherwise:

•

“Adjusted EBITDA” refers to net income plus (i) interest expense, net of interest income; (ii) income tax expense; (iii) depreciation and amortization; (iv) equity-based compensation and related payroll taxes; (v) acquisition-related expenses; (vi) IPO-related expenses; (vii) founder-related discretionary expenses that by their nature have not recurred and are not expected to recur in periods following the Sponsor Acquisition; (viii) Area Director buyouts; (ix) corporate transition (severance, early contract termination, etc.) and other expenses, which includes gain (loss) on the sale or disposal of assets and extinguishment of debt. Adjusted EBITDA is a non-GAAP financial measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of this metric and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure.

•

“Adjusted EBITDA less Capital Expenditures” refers to Adjusted EBITDA less purchases of property and equipment and acquisition of intangible assets (software developed for internal use and website design). Adjusted EBITDA less Capital Expenditures is a non-GAAP financial measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of this metric and a reconciliation of Adjusted EBITDA less Capital Expenditures to the most directly comparable GAAP financial measure.

•

“Adjusted EBITDA less Capital Expenditures Conversion” refers to Adjusted EBITDA less Capital Expenditures divided by Adjusted EBITDA. Adjusted EBITDA less Capital Expenditures Conversion is a non-GAAP financial measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of this metric and a reconciliation of Adjusted EBITDA less Capital Expenditures Conversion to the most directly comparable GAAP financial measure.

•

“Adjusted EBITDA margin” refers to Adjusted EBITDA divided by total revenues. Adjusted EBITDA margin is a non-GAAP financial measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of this metric and a reconciliation of Adjusted EBITDA margin to the most directly comparable GAAP financial measure.

•

“Average Store Sales-to-Investment Ratio” refers to systemwide AUV divided by average system Build Costs.

•

“Average Unit Volume” or “AUV” refers to (i) the trailing 364 days revenues of stores in the comparable store base, divided by (ii) the number of operating days of comparable stores in the same period, multiplied by (iii) 364. Operating days is equal to the number of days the store was open for business. The calculation of Average Unit Volume excludes both non-traditional stores and any Traditional Stores that have been open for less than 425 days.

•

“Blackstone” or “our Sponsor” refers to investment funds associated with Blackstone Inc.

•

“Build Costs” refers to expenses incurred by a franchise owner to open a new traditional store, primarily encompassing, but not limited to, construction and equipment; excludes pre-opening and training costs, as reported by our franchise owners.

•

“Cash-on-Cash Returns” refers to average Store-level EBITDA divided by average Build Costs.

•

“Class A Units” refers to the interests in Jersey Mike’s Holdings that are outstanding prior to the Reclassification. In connection with the Reclassification, Class A Units held by Continuing Common Unitholders will be converted into Common Units. For additional information, see “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Treatment of Existing Equity Interests.”

•

“Class B Units” refers to the interests in Jersey Mike’s Holdings that are outstanding prior to the Reclassification. In connection with the Reclassification, Class B Units held by Continuing Incentive Unitholders will be converted into Incentive Units. For additional information, see

iii

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“Management—Compensation Arrangements to be Adopted in Connection with this Offering—Treatment of Existing Equity Interests.”

•

“Common Units” refer to the new class of units of Jersey Mike’s Holdings created by the reclassification as described under “Organizational Structure” and does not include Incentive Units.

•

“Continuing Common Unitholders” refers to certain pre-IPO holders of Class A Units who will hold Common Units following the Reclassification, as described under “Organizational Structure.”

•

“Continuing Incentive Unitholders” refers to certain pre-IPO holders of Class B Units who will hold Incentive Units following the Reclassification, as described under “Organizational Structure.”

•

“Continuing Unitholders” refers collectively to Continuing Common Unitholders and Continuing Incentive Unitholders.

•

“Existing owners” or “pre-IPO owners” refer to our Sponsor, our Founder and other equity holders who are the owners of Jersey Mike’s Holdings immediately prior to the Reorganization Transactions.

•

“Founder” refers to Peter Cancro together with entities beneficially owned by Mr. Cancro.

•

“Fiscal 2023” refers to the fiscal year ended December 31, 2023.

•

“Fiscal 2024” refers to the fiscal year ended December 31, 2024.

•

“Fiscal 2025” refers to the fiscal year ended December 28, 2025.

•

“Incentive Units” refers to the new class of units of Jersey Mike’s Holdings created by the reclassification of the Class B Units in the Reclassification as described under “Organizational Structure.” The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Jersey Mike’s Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock, as described under “Organizational Structure.”

•

“Jersey Mike’s,” the “Company,” “we,” “us,” and “our” refer (1) prior to the consummation of the Sponsor Acquisition, to Jersey Mike’s Franchise Systems and its consolidated subsidiaries, (2) after the Sponsor Acquisition but prior to the consummation of the Offering Transactions described under “Organizational Structure—Offering Transactions,” to Jersey Mike’s Holdings and its consolidated subsidiaries and (3) after the Offering Transactions described under “Organizational Structure—Offering Transactions,” to Jersey Mike’s Subs Inc. and its consolidated subsidiaries.

•

“Net Store Growth” refers to (i) the total number of open stores as of a specific date divided by (ii) total number of open stores in the prior annual period, (iii) minus one.

•

“New Stores” refers to gross number of total store openings in a period, including franchised and company-owned stores.

•

“Offering Transactions” refers to the offering of Class A common stock hereby and certain related transactions, as defined in “Organizational Structure—Offering Transactions.”

•

“Pre-IPO Stockholders” refers to certain of our pre-IPO owners that will receive shares of Class A common stock of Jersey Mike’s Subs Inc. pursuant to the Blocker Transfers as defined and described in “Organizational Structure—Blocker Transfers.”

•

“Pipeline” refers to the number of franchised locations that are contractually committed but not yet open, including units committed under development agreements and signed franchise agreements.

•

“Principal Stockholders” refers collectively to Blackstone and our Founder.

•

“Reclassification” refers to the reclassification of the partnership interests of Jersey Mike’s Holdings, as described in “Summary—Our Structure” and “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings.”

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•

“Reorganization Transactions” refers to the transactions described under “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings.”

•

“Same-Store Sales Growth” refers to the change in year-over-year sales for the same store base on a constant-currency basis, which includes traditional stores (whether company-owned or franchised) open for at least 425 days (14 calendar months). The calculation of Same-Store Sales Growth excludes all non-traditional stores and also excludes any Traditional Stores that have been open for less than 425 days.

•

“Securitization Notes” refers collectively to the Series 2021-1 Notes, Series 2024-1 Notes, Series 2025-1 Notes and Series 2026-1 Notes.

•

“Sponsor Acquisition” refers to the acquisition on January 16, 2025 by our Sponsor of a majority interest in Jersey Mike’s Holdings, including to indirectly hold 100% of the equity interests of Jersey Mike’s Franchise Systems, LLC, and certain transactions related thereto pursuant to the equity purchase agreement entered into on November 8, 2024 by and among Submarine Buyer LLC, Jersey Mike’s Franchise Systems, LLC, Jersey Shore Construction LLC, Original 56ers, Inc. (formerly named Jersey Mike’s Inc.) and our Founder.

•

“Store-level EBITDA” refers to net store revenue less cost of goods sold, labor, occupancy, royalties, advertising fees and other operating expenses incurred by the store, as reported by our franchise owners.

•

“Store-level Margin” refers to Store-level EBITDA divided by AUV.

•

“Systemwide store count” or “total stores” refers to the total number of stores in our system as of the relevant measurement date, including both franchised and company-owned stores and traditional and non-traditional stores.

•

“Systemwide Sales” refers to net sales of our total stores.

•

“Traditional Store” refers to in-line and end-cap retail averaging ~1,500 square feet (with new builds targeted at 1,200-1,400 square feet), and excludes venues such as airports, college campuses, entertainment venues, and kiosks.

•

“Units” refers collectively to the Common Units and the Incentive Units.

Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA referenced throughout this prospectus are based on information self-reported by our franchise owners and have not been independently verified.

Throughout this prospectus, we have included growth rates for certain metrics that compare pre-COVID periods to post-COVID periods. We believe the period from 2020-2022, which was materially impacted by the COVID-19 operating environment and related matters, is less meaningful in providing information about the trends of our business in a more normalized operating environment. See “Business—‘A Sub Above’—Charting Our Competitive Advantages—Selected Industry and Jersey Mike’s Metrics—Year-Over-Year Comparisons.”

Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional shares of Class A common stock from Jersey Mike’s Subs Inc. and that the shares of Class A common stock to be sold in this offering are sold at $ per share, which is the midpoint of the estimated price range set forth on the front cover of this prospectus.

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Letter from Our Founder Dear Fellow Shareholders, My journey with Jersey Mike's began over 50 years ago in Point Pleasant, New Jersey, where I learned the craft of preparing sandwiches with care and serving customers at a local shop called Mike's Subs. I knew that caring about quality, treating people well, and serving the community around you mattered. At 17, with the support of my youth football coach, I purchased the original Mike's Submarines, and in 1987 began franchising. What started as a single neighborhood sandwich shop has grown into Jersey Mike's, now with more than 3,300 locations across the United States and Canada. That growth has been driven by the same core values that I learned so many years ago, which continue to guide the business today. Delivering value to our franchise owners and customers, as well as supporting the communities that Jersey Mike's serves, has been foundational to our success. From the beginning, our focus has been on partnering with our franchise owners to help them grow their businesses. That partnership shows up in the quality of the products we serve, the consistency of the guest experience, and the positive impact our stores have on their local communities. Since launching our Month of Giving program in 2011, our system has raised more than $166 million for local charities, reinforcing our belief that serving others helps us stand out from competitors and touches the hearts of the communities we serve. In November 2024, I made the transformational decision to sell a majority of the Company to Blackstone. Their experience with leading franchisors aligns with the values and long-term mindset that have shaped Jersey Mike's and will help continue our expansion in the United States and abroad. I remain involved in the Company now and in the future. I have retained meaningful equity ownership in the Company. and I have signed a Master Franchise Agreement for the UK and Ireland. We are projecting our first UK stores to open towards the end of 2026, beginning in greater London. Charlie Morrison has been selected as the CEO of Jersey Mike's and brings more than three decades of experience scaling restaurant brands. Most notably, he was the CEO of Wingstop and took that Company public. With Charlie's strong background, he is well positioned to lead Jersey Mike's as it continues to grow domestically and internationally. Our company stands out because of our incredible franchise owners and team members-with our Blackstone partnership and Charlie's leadership, we are well positioned for the next chapter of growth. Sincerely, Peter Cancro Founder and Director Jersey Mike's.

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Letter from Our Chief Executive Officer Dear Fellow Shareholders, I have long admired Jersey Mike's. It's a brand that stands out in our industry as a model for exceptional product quality, consistency, and an unmistakable sense of care behind every sandwich. In April 2025, 1 was honored to be appointed as only the second CEO ever in the 50-year history of Jersey Mike's, succeeding our legendary founder Peter Cancro, who retired shortly after he sold the company to Blackstone. Long before stepping into this role, my family and I were customers of Jersey Mike's, and I remain a loyal fan today. My go-to order has always been the #13 Original Italian, made Mike's Way and topped with banana peppers and our signature Chopped Pepper Relish. Amazing! What makes Jersey Mike's unique goes beyond the food. Our commitment to our franchise owners, our focus on serving local communities, and our high standards for quality and execution set us apart. By treating franchise owners as true partners and maintaining a culture rooted in operational excellence and giving back to our communities, Jersey Mike's has earned lasting customer trust, which has driven our long-term success. At Jersey Mike' s. Our Strategic Vision Revolves Around Four Core Priorities: First, expanding our domestic footprint. With more than 3,300 stores across the United States and Canada, we have achieved significant national scale, yet we believe we are still in the early innings of our domestic growth opportunity. We benefit from best-in-class brand awareness, a highly portable model, and strong momentum across both established and newer markets. Importantly, a substantial portion of our future development is being driven by existing franchise owners, reflecting their confidence in the brand and desire to continue growing with us. Second, driving operational excellence and Innovation. While we remain true to our roots, over the years, we have continued to evolve the ways in which we serve our customers and support our franchise owners. We will continue to enhance our digital ordering capabilities, streamline operations for our franchise owners, and leverage vast amounts of first-party data to better understand and serve our customers' needs no matter where they are. We succeed when our franchise owners succeed, and Innovation must align with our mission by making it easier for customers to enjoy our products and our owners to run successful businesses. Third, deepening customer engagement Jersey Mike's benefits from best-in-class brand awareness and a deeply loyal customer base, creating a strong foundation for continued engagement. Our opportunity is to thoughtfully reach new customers while strengthening relationships with those who already know and trust the brand. We intend to continue investing in targeted, data-driven marketing, social media, and digital channels to meet customers where they are, while ensuring our messaging remains authentic and consistent with our core values. As our customer base continues to grow and diversify across age, income, and ethnicity, we aim to engage communities in ways that feel genuine, local, and reflective of the Jersey Mike's experience. Fourth, building a global brand. The international opportunity for Jersey Mike's is immense, and we are approaching it with the same discipline that has fueled our success in the United States. Our expansion into the United Kingdom, Ireland, and Canada Is just the beginning. We are excited that our founder Peter Cancro is leading the charge in Europe. Having led international expansion in other brands before, I understand that success requires patience, cultural sensitivity, and an unwavering commitment to the authenticity that made the brand successful in the first place. We will enter new markets thoughtfully, with the right partners, and we will not compromise on the standards that define Jersey Mike's. Throughout our growth, we will remain true to our core values. The culture Peter established over the last 50 years, centered on giving back and making a difference, is non-negotiable and remains both our responsibility and our competitive advantage. We are building a brand with global, long-term endurance, one that stands for quality, community, and doing right by our customers, franchise owners, and team members, and we are excited to welcome new shareholders to this next chapter. I am honored to lead Jersey Mike's into this exciting new phase and look forward to navigating the journey together with you. Sincerely. Charlie Morrison Chief Executive Officer Jersey Mike's

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Summary

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our Class A common stock. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our consolidated financial statements and the related notes thereto included elsewhere in this prospectus before you decide to invest in shares of our Class A common stock.

In assessing the performance of our business, in addition to considering a variety of measures in accordance with GAAP, our management team also considers a variety of key performance measures and non-GAAP financial measures.  We believe these key performance measures and non-GAAP measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of the rationale for the presentation of non-GAAP items and a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA referenced throughout this prospectus are based on information self-reported by our franchise owners and have not been independently verified.

We are Jersey Mike’s: A high-growth franchisor of fast casual, submarine-style sandwich restaurants specializing in authentic, hand-crafted, craveable subs. Built over 70 years on one uncompromising belief – that a truly great sub sandwich can change your day and that a truly great brand changes its community – Jersey Mike’s is now one of the largest and fastest-growing limited-service restaurant brands based on U.S. systemwide sales and unit growth, with 3,300 stores across all 50 states and two countries – nearly all of which are franchised.

At Jersey Mike’s, everything begins and ends with the food. Every sub starts with high-quality, hand-sliced ingredients – no shortcuts, no compromises. Customers order by a memorable menu number and each sub is hand-sliced, served fresh or grilled to order, then finished Mike’s Way: fresh onions, crisp lettuce, juicy tomatoes, sprinkled with the Juice, our signature blend of red wine vinegar and oil…an exquisite zing, a splash of extra and unexpected, and then seasoned to perfection. Our passion, our time, our talent, and our attention are reflected in every sub we make. The result: a deeply loyal, passionately-engaged and growing customer base with a powerful connection to our brand.

We have spent 70 years perfecting the authentic sub sandwich and building the infrastructure to deliver it at scale. Our operating platform combines a robust marketing engine with growing digital capabilities to accelerate customer acquisition, deepen frequency, and elevate the overall customer experience. Coupled with best-in-class supply chain efficiencies, proprietary technology, and instructional know-how to protect and enhance Store-level Margin, our system is purpose-built to drive exceptional franchise owner returns. We believe our platform offers an attractive investment opportunity, as evidenced by our Cash-on-Cash Returns of approximately 42% in Fiscal 2025 and the addition of over 2,000 stores over the last decade. We have a robust development pipeline of over 1,600 stores as of June 30, 2026. Over 90% of this pipeline is being undertaken by existing franchise owners, highlighting the durability and attractiveness of our model and creating a strong runway for asset-light growth.

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We believe our efficient operating platform, the strength of our brand, the quality of our product, and the depth of our franchise owner relationships position Jersey Mike’s for continued growth for years to come. The following charts illustrate the consistency and strength of our historical financial performance:

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of these metrics and reconciliations of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion to the most directly comparable GAAP financial measures.

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(1)

Systemwide Sales do not reflect our revenue and should not be viewed as a substitute for total revenue.

(2)

2006-2017 includes a non-meaningful impact from non-traditional stores. Beginning in 2018, AUV has been measured exclusively on Traditional Stores to exclude the potential volatility of seasonally driven non-traditional stores. Non-traditional stores accounted for approximately 1% of our total store count and approximately 1% of our Systemwide Sales for each of Fiscal 2025 and the thirteen weeks ended March 29, 2026.

(3)

See “Certain Definitions” for a definition of Same-Store Sales Growth.

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Jersey Mike’s competes in the large and growing limited-service restaurant market. As of 2025, this market in the U.S. is $377 billion in size and has grown at an approximate 6% compound annual growth rate (“CAGR”) since 2019, according to Technomic, Inc. The Company is well-positioned to capitalize on several favorable industry trends.

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Growing Preference for Convenience and Rising “Food-Away-From-Home” Spend. Consumers are allocating a record share of food dollars to food away from home, reaching an all-time high of $1.2 trillion, approximately 45% of total food spend in 2025. Off-premise traffic continues to grow, propelled by digital solutions, and now represents approximately 83% of visits for the limited-service segment in 2024, up from 76% prior to the pandemic in 2019, reinforcing demand for convenient, high-quality meals and robust digital ordering and loyalty capabilities.

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Sustained Fast Casual Growth. The fast casual dining segment has continued to take share from both quick service restaurant (“QSR”), or traditional fast-food restaurants, and casual dining. This segment continues to outperform the broader restaurant industry, delivering a historical 8.4% sales CAGR from 2019 through 2025 compared to a 5.5% CAGR for the rest of the restaurant industry, driven by demand for higher-quality food, customization, and digital accessibility.

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Rising Consumer Emphasis on Ingredient Quality and Transparency. Consumers, particularly Millennials and Gen Z, are increasingly favoring higher-quality, freshly prepared food with greater transparency, driving share gains for fast casual brands positioned around premium ingredients and perceived quality relative to traditional QSR concepts.

These trends have resulted in a strong growth trajectory with the market growing from approximately $52 billion in 2019 to $84 billion in 2025 representing a CAGR of 8.4%. Jersey Mike’s fast-casual positioning, with its commitment to premium ingredients, menu customization, digital accessibility, and a strong culture of service, aligns directly with these consumer preferences, supporting expectations of sustained growth and continued market share gains from both the fast-casual and quick service segments in the U.S. and around the world.

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Our Dedication to Authentic, High-Quality Subs

Jersey Mike’s is a brand that believes in the value of the highest-quality ingredients, the virtue of intention, and the idea that making a sub sandwich and making a difference can be one and the same. We believe that a Sub Above is one that’s measured in more than inches or seconds ‘til served. We carefully consider every aspect of what we do – every slice, every sandwich, every store. We proof, score, and bake our bread fresh every morning. We hand cut fresh vegetables daily in every store. We slice deli meats and premium cheeses fresh to order. We finish subs with our classic “Mike’s Way” preparation: fresh onions, crisp lettuce, juicy tomatoes, a sprinkling of the Juice – our signature blend of red wine vinegar and oil – and the perfect amount of seasoning. And then there’s the aroma and crackling of sizzling meats on our flattop grills, heating up the love for Jersey Mike’s. Our delicious hot subs are made with fresh-grilled steak and chicken as well as freshly cooked bacon.

We believe our diverse menu offers something for everyone on every occasion. Guests can choose from a wide variety of cold and hot subs on white, wheat, rosemary parmesan, or gluten-free bread – or opt for wraps or our signature, low-carb bowl. We feature our iconic cold subs such as the #2 (Jersey Shore’s Favorite) and #13 (The Original Italian), alongside hot grilled favorites like the #17 (Famous Philly Cheesesteak) and #26 (Chicken Bacon Ranch). Through our broad assortment of breads and toppings, customers can customize their sandwiches to their individual preference, supporting a balanced mix of occasions across lunch, dinner, and off-premise as shown in the charts below (presented for Fiscal 2025):

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Our product quality, skilled preparation, and menu breadth combine to create a differentiated, craveable offering that fosters an enthusiastic fan base and positions Jersey Mike’s as a leader in premium submarine sandwiches.

We Give to Give – Community First Culture

Jersey Mike’s has cultivated a community-first culture centered on service and integrity. Since 1956, we have embraced the idea that great food and meaningful impact go hand in hand, built on the highest-quality ingredients, authentic relationships, and a commitment to giving back to the communities we serve. Each new store we open partners with a local charity, embedding community engagement into every market we enter from day one. We don’t give to get, we give to give: Our passion, our time, our talent, and our attention…we always have and always will.

Our commitment to giving is embedded in our day-to-day operations, with franchise owners and the Company supporting local and national charities throughout the year. These efforts intensify each March, when our system comes together for our annual Month of Giving, rallying customers and communities in support of charitable partners across the U.S. The month builds to our Day of Giving, held on the last Wednesday of March, when 100% of sales from participating stores are donated. From 2011 to April 2026, Jersey Mike’s has raised more than $166 million through the Month of Giving.

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A Powerful Marketing Engine Driving Brand Awareness and Customer Loyalty

Jersey Mike’s has built one of the most recognized brands in fast casual. Our brand benefits from a $200+ million annual advertising fund and robust marketing platform that drives awareness, frequency and loyalty at scale. Our aided brand awareness exceeded 90% in 2025 – a reflection of sustained national campaigns that feature brand ambassadors like Danny DeVito and Eli Manning, strategic partnerships, and our designation as “the ‘Official Sub Sandwich Partner’ of the NFL”. This brand strength is reinforced by a best-in-class Net Promoter Score of 36, underscoring high customer satisfaction and strong word-of-mouth advocacy.

In June 2026, in our first year of inclusion in the American Customer Satisfaction Index (ACSI) Restaurant and Food Delivery Study, we debuted as the highest-rated quick-service restaurant in the United States, with a score of 84 out of 100. In doing so, we became the first new brand to lead the ACSI's quick-service restaurant category in more than a decade, surpassing Chick-fil-A, which had ranked at the top of the category for the prior 11 years. The ACSI recognized us for food freshness, menu variety and value, and noted that we have maintained quality while rapidly scaling our restaurant footprint. In an environment where consumers are becoming more selective about where they spend their restaurant dollars, the ACSI noted that brands delivering a consistently strong guest experience are increasingly differentiating themselves, underscoring the strength of our customer value proposition and operating model.

Our MyMike’s loyalty program grew to over 12.5 million active members in 2025, up from approximately 7.9 million in 2021. Together, our marketing scale, brand awareness and loyal customer base create a durable competitive advantage that is difficult to replicate and designed to compound over time.

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A Proven, Portable Concept with Compelling Unit Economics

Jersey Mike’s has demonstrated a proven, highly-portable business model, with 3,256 stores across all 50 states and a systemwide AUV of approximately $1.4 million in Fiscal 2025. Our strong brand and compelling unit economics have supported consistent performance across a broad set of markets and formats.

Our AUVs are consistent across regions, reflecting broad consumer appeal. Our brand performs well across multiple formats, from in-line and end-cap retail locations to non-traditional venues like airports and college campuses. Our flexible operating model has delivered 20 consecutive years of positive Same-Store Sales Growth, demonstrating the durability and scalability of the brand.

Our franchise owners have enjoyed consistently improving unit economics. As illustrated in the chart below, over the past 14 years, new store cohorts have performed in line with or above prior cohorts, demonstrating sustained consumer demand, increasing brand awareness, and low market saturation.

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“end-cap” locations, historically averaging ~1,500 square feet (with new builds targeted at 1,200-1,400 square feet), contributes to a lower Build Cost relative to many peers, particularly those reliant on higher-cost, drive-thru formats.

Our unit economics have demonstrated the potential for even higher returns through a combination of increased AUVs and operating leverage. A growing portion of our system is already operating at higher AUV levels, with over 6% of stores delivering AUVs above $2.0 million in 2025, up from less than 1% in 2019. In addition, our initial units in Canada have generated annualized average weekly sales of $1.6 million, outperforming our U.S. average. As these initiatives are implemented and AUVs expand, we aim to achieve increased margin flowthrough and franchise owner Cash-on-Cash Returns to increase to ~60% or better.

Committed and Diverse Franchise Owner Base

Jersey Mike’s benefits from a diverse franchise owner base comprised of both large multi-store operators and smaller, single‑store franchise owners who are deeply invested in their local communities. As of December 28, 2025, the system included more than 630 unique franchise owners of which approximately 80 franchise owners operate 10 or more stores, while more than 330 franchise owners operate only one or two stores, resulting in a highly diversified ownership base with no meaningful reliance on any single operator. The largest franchise owner operates 91 stores, representing approximately 3% of total system stores as of December 28, 2025. Strong demand from existing franchise owners, alongside continued interest from new franchise owners, reflects deep confidence in the brand, the durability of the operating model, and the significant white space that exists across the U.S. and internationally.

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Asset-Light Model Generates Strong CASH FLOW

Jersey Mike’s operates a proven, highly-franchised, asset-light business model that generates stable, diversified, and high-margin cash flows. In combination with our strong unit-level economics, our asset-light business model enables ongoing system expansion with minimal franchisor capital, low working capital requirements, and limited maintenance capital expenditures. Furthermore, we benefit from the resilience of a diverse and unconcentrated franchise owner base, which provides relative stability across economic cycles. In 2025, we generated approximately $55 million of Net income and $328 million of Adjusted EBITDA less Capital Expenditures converting from Adjusted EBITDA at a rate of approximately 97%. Corporate capital expenditures requirements remain low, and strong net income and Adjusted EBITDA margins of approximately 8% and 47%, respectively, underscore the efficiency of our performance. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of these metrics and reconciliations of Adjusted EBITDA less Capital Expenditures, Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures.

A Mission-Driven Management Team with a Proven Track Record

Jersey Mike’s is led by Chief Executive Officer Charlie Morrison, who previously served as CEO of Wingstop for approximately 10 years. He is supported by Chief Financial Officer Michele Allen, a seasoned public company CFO who brings over 25 years of hospitality and franchising experience; President and Chief Operating Officer Stacy Peterson, who has a track record of scaling high-growth concepts including at Wingstop as Chief Revenue & Technology Officer and Chief Digital & Technology Officer, and most recently, at Jeni’s Splendid Ice Creams, where she served as CEO; and President, International and Global Development Officer Andrew Skehan, who brings over two decades of global franchise leadership, including six years as President of International at Popeyes and previously President of North America at Krispy Kreme.

Rounding out the leadership team, Chief Information Officer Scott Scherer has spent more than two decades with Jersey Mike’s and led the buildout of the company’s proprietary, fully-integrated technology platform; Chief People Officer Betsy Mercado brings 27 years of experience leading people strategy, culture, and organizational development at scale, most recently at Flynn Group; General Counsel Scott McLester brings decades of legal expertise spanning major public companies and high-growth franchise systems; SVP of Finance Corey Horsch brings deep restaurant finance expertise having previously served as CFO at Sonic Drive-In; U.S. Chief Development Officer Brian Sommers has over 25 years of experience with Jersey Mike’s, rising from field operations to head of U.S. franchise development; and Matt Warren as SVP of Marketing brings over 15 years of experience with digital marketing spanning across Dutch Bros Coffee, Wingstop, Panera and Domino’s Pizza.

Together, this team combines institutional knowledge of the Jersey Mike’s brand with best-in-class functional expertise—positioning the company to execute its growth strategy and deliver long-term value for franchise owners and all stakeholders.

Jersey Mike’s growth is driven by a self-reinforcing model rooted in strong unit-level economics and sustained consumer demand. Our high-quality, craveable subs and strong brand awareness support category-leading AUVs, which translate into attractive returns for franchise owners. These economics drive continued franchise owner interest and investment, supporting disciplined domestic expansion while extending the brand into large, underpenetrated international markets.

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We employ an asset-light, 99%-franchised business model that generates high operating margins that requires minimal capital expenditures, which facilitates strong cash flow generation. As we execute the growth strategies below, we expect to continue growing revenues, earnings and cash flows.

Expand Our System

We believe we have a significant opportunity to grow our store footprint in the U.S. and internationally through increased penetration in both existing and new markets. Our highly portable, profitable, and capital-efficient store model continues to generate strong franchise owner demand and drive store growth. We believe significant whitespace remains in the U.S., with the opportunity to open approximately 7,500 stores, based on benchmark store density levels achieved in our most penetrated domestic market. We believe we also have a meaningful international expansion opportunity, with the potential to eventually grow to approximately 15,000 stores globally over the long term, supported by the international growth experience of comparable restaurant brands.

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Grow Domestic Stores. We believe there is considerable opportunity to further expand our domestic store count. While we operate in all 50 states today, we believe we remain under-penetrated in all markets, providing substantial runway for growth. We have a strong domestic development pipeline of over 1,600 stores across new and existing markets. Over 90% of this pipeline is being undertaken by existing franchise owners – a powerful signal of franchisee confidence in the model. As of June 30, 2026, agreements have been signed for over 1,250 of these stores and the remaining are in active negotiation.

We support franchise owner expansion through a rigorous, cross-functional approach to site selection, prioritizing opportunities based on market potential, profitability and ongoing assessments of growth in both new and existing markets. We leverage data-driven insights, local broker expertise, landlord relationships, and market intelligence to identify prime locations, supported by detailed demographic and trade area analysis, traffic pattern evaluation, competition assessment and cash-on-cash return analyses. Within this framework, we target high-visibility inline or end-cap locations in first-ring retail centers.

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Expand Internationally. The sub sandwich market has been well established globally – our largest peer had over 16,000 international locations in 2025 based on Technomic, Inc. research – and we believe our premium offering and portable store model position us for significant long-term expansion outside the U.S. Similar to what we did in the U.S., we are in the process of investing in and building an operating platform to support our international growth objectives. We have entered into a 300-store development agreement within Canada, where our initial locations have achieved annualized average weekly sales of $1.6 million as of December 28, 2025, exceeding U.S. system averages and validating the international appeal of the Jersey Mike’s brand. We have also secured an initial development agreement for 300 stores in the UK and Ireland, partnering with the brand’s founder, Peter Cancro, who will bring the same vision and passion that built the brand in the U.S. to European guests. We believe our international opportunity is substantial and could ultimately exceed the size of our domestic business. We will continue to invest and expand in markets where the sandwich category is established and affinity for U.S. brands is high, bringing a higher-quality product, a proven operating model, strong brand equity, and a franchise-first approach to each new market we enter.

Grow Same-Store Sales

Our operations are purpose-built to support continued AUV expansion via higher opening volumes and sustained Same-Store Sales Growth. Jersey Mike’s has grown AUVs every year since 2006, reaching $1.4 million in Fiscal 2025 representing a 6% CAGR since 2006. Kitchen workflows, labor models, and technology infrastructure are already designed to handle meaningfully higher volumes with no material changes to operations or efficiency. One of the key factors driving AUV Growth is Same-Store Sales Growth, which was 8.4% in 2023, 2.0% in 2024, and 3.2% in 2025. 2023 Same-Store Sales Growth was impacted by price increases related to inflation. In the second half of 2022 and early 2023, we recommended non-routine price increases to our franchisees to offset increases in their cost of goods sold, which contributed to a 4% increase in the average transaction price in 2023 versus 2022.

A growing number of stores – representing approximately 6% of the system as of December 28, 2025 – have already achieved volumes of $2.0 million or higher, demonstrating that our store model is proven at significantly higher volume levels and gives us confidence in our long-term AUV goal. We are confident in our ability to drive continued Same-Store Sales Growth and AUV expansion, supported by the following strategies:

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Broaden our Customer Base and Drive Frequency. We will continue to make marketing investments across targeted, performance-driven digital channels, with an increasing share directed toward lower funnel and social media to drive trial among new audiences and repeat visits among existing customers. Our MyMike’s loyalty program provides proprietary customer insights that enable more personalized brand engagement and higher frequency. We will also continue to pursue incremental sales occasions through catering and bundled offerings.

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Increase Digital and Delivery. Digital and delivery represent one of the most compelling AUV growth opportunities. Jersey Mike’s stores are already built to capture the opportunity for higher frequency and ticket averages with dedicated online order makelines and convenient online order pickup infrastructure in place to support higher digital and delivery volumes. Importantly, these investments are designed not just to shift channel mix, but to expand our total addressable market and reach customers beyond the traditional in-store visit.

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Leverage Menu Innovation. We are committed to delivering continued menu innovation that excites our customers and drives trial and frequency while limiting operational complexity. One of our most recent limited-time offerings, Mike’s Hot Italian Sub, was a successful new product launch, reaching 3.3% product mix as of April 2026 and demonstrating our ability to create genuine excitement around newness while staying true to the quality and simplicity that define our brand.

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Focus on Making Great Subs Every Time. The foundation of our AUV growth is simple – we will aim to consistently deliver the best sub sandwich experience in the industry. We will remain true to our brand beliefs: in the value of ingredients, in the virtue of intention, and in the idea that making a sub sandwich and making a difference can be one and the same. If you’re good, be good always. If you’re true, be true always. And if you’re the best submarine sandwich on the planet, be the best submarine sandwich on the planet always.

(1)

the Pre-IPO Stockholders will receive shares of Class A common stock of Jersey Mike’s Subs Inc. pursuant to the Blocker Transfers as defined and described in “Organizational Structure—Blocker Transfers”;

(2)

the limited liability company agreement of Jersey Mike’s Holdings will be amended and restated to, among other things, modify its capital structure by reclassifying its interests as follows (such reclassification, the “Reclassification,” as further described under “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Treatment of Existing Equity Interests”):

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Class A Units held by Continuing Common Unitholders will be converted into Common Units; and

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Class B Units held by Continuing Incentive Unitholders will be converted into Incentive Units; and

(3)

the Continuing Common Unitholders will receive a number of shares of Class B common stock of Jersey Mike’s Subs Inc. equal to the number of Common Units held by each such Continuing Common Unitholder.

For a description of the vesting and other terms of the Incentive Units received by Continuing Incentive Unitholders upon conversion of their Class B Units see “Management—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”

Subject to certain restrictions, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Jersey Mike’s Holdings as a function of the “spread value” of such vested Incentive Units, i.e. the amount by which the market value of a Common Unit (based on the public trading price of a share of Class A common stock) exceeds the applicable participation threshold of such Incentive Unit. The applicable participation threshold is subject to customary anti-dilution adjustments. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

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We and the Continuing Unitholders will also enter into an exchange agreement under which they (or certain permitted transferees) will have the right (subject to the terms of the exchange agreement) to exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. For a description of the amended and restated limited liability company agreement of Jersey Mike’s Holdings and the exchange agreement, please read “Organizational Structure” and “Certain Relationships and Related Person Transactions.”

The Continuing Common Unitholders will hold all of the initially outstanding shares of our Class B common stock, and, upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equal to the number of Common Units held by each such Continuing Unitholder. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Jersey Mike’s Subs Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Prior to the completion of this offering, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in certain Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to certain tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units), (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of certain entities that are taxable as corporations for U.S. federal income tax purposes through which the Pre-IPO Stockholders hold their interests in Jersey Mike’s Holdings prior to the Offering Transactions (the “Blocker Companies”), which Jersey Mike’s Subs Inc. acquires in connection with this offering as described under “Organizational Structure—Blocker Transfers,” and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of Jersey Mike’s Subs Inc. and not of Jersey Mike’s Holdings. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless Jersey Mike’s Subs Inc. exercises its right to terminate the tax receivable agreement early, certain changes of control occur (as described in more detail below), upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement, or upon certain events of insolvency, in which case all obligations generally will be accelerated and due as if Jersey Mike’s Subs Inc. had exercised its right to terminate the tax receivable agreement. The payment to be made upon an early termination of the tax receivable agreement will generally equal the present value of payments to be made under the tax receivable agreement using certain assumptions. Payments under the tax receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners. Assuming: (i) a price of $ per share of our Class A common stock (the midpoint of the estimated price range set forth on the cover page of this prospectus); (ii) a constant U.S. federal, state, and local corporate income tax rate of %; (iii) that we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following this offering, and, assuming all Incentive Units are converted to Common Units and subsequently exchanged for shares of Class A common stock at an offering price of $ per share of Class A common stock (the midpoint of the estimated price range set forth on the cover page of this prospectus), we estimate that we would, as a result of the Reorganization Transactions, the Offering Transactions and such hypothetical exchange, record a deferred tax asset of approximately $ million and that the aggregate non-current liability we would record based on our estimate of the aggregate amount that Jersey Mike’s Subs Inc. would pay under the tax receivable agreement is approximately $ million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related non-current liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units by Continuing Unitholders, and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

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Our post-offering organizational structure, as described above, is commonly referred to as an umbrella partnership-C-corporation (“UP-C”) structure. This organizational structure will allow the Continuing Unitholders to retain their equity ownership in Jersey Mike’s Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units. Investors in this offering and the Pre-IPO Stockholders will, by contrast, hold their equity ownership in Jersey Mike’s Subs Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. We believe that the Continuing Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our UP-C organizational structure will give rise to any significant business or strategic benefit or detriment to Jersey Mike’s Subs Inc. and its consolidated subsidiaries. See “Risk Factors—Risks Related to Our Organizational Structure.”

The Reorganization Transactions will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Jersey Mike’s Subs Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will consolidate Jersey Mike’s Holdings in its consolidated financial statements and record a non-controlling interest related to the Common Units held by the Continuing Unitholders on its consolidated balance sheet and statement of operations.

The simplified diagram below depicts our organizational structure immediately following this offering. For additional detail, see “Organizational Structure.”

Note: Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

(1)

Includes % of outstanding Common Units and % of voting power in Jersey Mike’s Subs Inc. held by our Sponsor and % of outstanding Common Units and % of voting power in Jersey Mike’s Subs Inc. held by our Founder.

(2)

Includes % of voting power and % of economic interest in Jersey Mike’s Subs Inc. held by our Sponsor.

(3)

Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by the stockholders generally. For additional information, see “Description of Capital Stock—Common Stock.”

(4)

At the time of this offering, shares of Class A common stock would be issuable upon the exchange of an equivalent number of Common Units into which Incentive Units held by the Continuing Incentive Unitholders may be converted (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, and assuming such Incentive Units are fully vested and converted to Common Units). For additional information, see “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company

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Agreement of Jersey Mike’s Holdings” and “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

Our Sponsor

Blackstone is the world’s largest alternative asset manager. Blackstone seeks to deliver compelling returns for institutional and individual investors by strengthening the companies in which the firm invests. Blackstone’s $1.3 trillion in assets under management include global investment strategies focused on real estate, private equity, credit, infrastructure, life sciences, growth equity, secondaries and hedge funds.

After the completion of this offering, our Sponsor will hold a majority of the combined voting power of our shares eligible to vote for the election of our directors. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards, and accordingly, we may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors, (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that our board of directors have a nominating and governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our Class A common stock continues to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

We intend to enter into a stockholders agreement with our Sponsor in connection with this offering. Among other things, this agreement will grant our Sponsor the right to designate an agreed number of individuals to our board of directors. Jersey Mike’s Subs Inc. has been advised by our Sponsor that at the time of the offering, our Sponsor intends to designate three directors (Mr. Staub, Mr. Kestnbaum and Mr. Rinker) to our board of directors. See “Certain Relationships and Related Person Transactions—Stockholders Agreement” for a description of this agreement.

Investment Risks

An investment in shares of our Class A common stock involves substantial risks and uncertainties that may materially adversely affect our business, financial condition, and results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

•

We operate in a highly competitive industry.

•

Food safety and packaging issues, food-borne illness concerns and public health concerns may harm our business.

•

Our and our franchise owners’ suppliers’, distributors’, service providers’ and other third
parties’ with which we have business relationships (collectively, “Third-Party Providers”) inability or
failure to execute a comprehensive business continuity plan following a disaster or force majeure event
could have a material adverse impact on our business.

•

Growth of our franchise business is dependent to a large extent on new store openings, which may be affected by factors beyond our control.

•

Our success depends in significant part on the future performance of existing and new franchised stores, and we are subject to a variety of additional risks associated with our franchise owners.

•

We and our franchise owners may be unable to secure and renew desirable store locations to maintain and grow our business.

•

There are risks associated with our increasing dependence on digital commerce and delivery platforms to maintain and grow sales.

•

If we fail to identify, recruit and contract with a sufficient number of qualified franchise owners, our ability to open new franchised stores and increase our revenue could be materially adversely affected.

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•

Our expansion into new and in existing markets may present increased risks.

•

Changes in the control of our franchise owners may impair the success of franchised stores or result in the termination of a franchise owner’s right to operate its franchised store.

•

We and our franchise owners rely on information technology systems to process transactions and manage our business, and a disruption or a failure of such systems or issues with our key technology providers or technology could harm our ability to effectively manage our business and/or result in the loss of customers.

•

Our or our Third-Party Providers’ actual or perceived failure to comply with complex and evolving laws and regulations and other legal obligations relating to privacy, data protection, cybersecurity, email and telephone marketing and/or the Processing of personal information could adversely affect our business, financial condition, results of operations, cash flows, and prospects.

•

Interruptions in the supply of products to franchised and company-owned stores and our reliance on third parties could have an adverse effect on our business, financial condition, and results of operations.

•

Our use of artificial intelligence and machine learning technologies (collectively, “AI Technologies”) in our business may result in financial and reputational harm or otherwise result in liability.

•

Our business activities subject us and our franchise owners to litigation risks that could subject us to significant money damages and other remedies or increase our and our franchise owners’ litigation expense.

•

We are subject to extensive laws and regulatory requirements, as well as third-party certifications for certain products, and failure to comply with, or changes in, these laws or regulations could have an adverse impact on our business.

•

The terms of our Securitization Notes through certain of our wholly-owned subsidiaries include restrictive terms, and our failure to comply with any of these terms could result in a default, which would have a material adverse effect on our business and prospects.

•

Our Sponsor controls us, and its interests may conflict with ours or yours in the future.

•

Upon the listing of our shares on the NYSE, we will be a “controlled company” within the meaning of the rules of the NYSE and, as a result, will qualify for exemptions from certain corporate governance requirements. If we rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Before you invest in our Class A common stock, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.”

Corporate Information

Jersey Mike’s Subs Inc. was incorporated in Delaware on February 24, 2026. Our principal executive offices are located at 1 Commvault Way, S300, Tinton Falls, NJ 07724, and our telephone number is (732) 223-4044. We maintain a website at www.jerseymikes.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.

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Recent Developments

The data presented below reflects our preliminary estimated unaudited financial results and key performance measures for the thirteen and twenty-six weeks ended June 28, 2026, based upon information available to us as of the date of this prospectus. This data is not a comprehensive statement of our financial results for the thirteen and twenty-six weeks ended June 28, 2026.

While we currently expect our results for the thirteen and twenty-six weeks ended June 28, 2026 to be within the ranges set forth below, the review of our financial statements as of, and for the thirteen and twenty-six weeks ended, June 28, 2026 has not been completed. During the course of the preparation of these unaudited financial statements and related notes and the completion of the review, additional adjustments to the preliminary estimated financial information presented below may be identified. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to preliminary financial data presented below and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

During the thirteen weeks ended June 28, 2026, we achieved same-store sales growth of 2.3%, primarily reflecting accelerating transaction growth throughout the quarter driven by our digital marketing initiatives and strong performance from our chicken salad limited time offer. Traffic growth in June 2026 exceeded that of the prior two months. Combined with 8.1% net store growth, systemwide sales grew 10.0% in the thirteen weeks ended June 28, 2026.



		Thirteen Weeks Ended							Twenty-Six Weeks Ended
		June 28, 2026			June 29, 2025				June 28, 2026			June 29, 2025
		Preliminary Estimated			Actual				Preliminary Estimated			Actual
Systemwide sales (in millions)	$		1,210		1,101			$	2,307				2,111
Same-store sales growth			2.3	%		3.6	%			2.0	%		4.2	%
Digital sales percentage			43	%		41	%			44	%		42	%
Average unit volume (AUV, in thousands)	$	1,376			1,354			$	1,376				1,354
Net store growth			8.1	%		10	%			8	%		10.0	%
New store openings (gross)			83			73			130				132
Total stores (end of period)		3,378				3,124			3,378				3,124


		(Unaudited)
		Successor														Predecessor
		Thirteen Weeks Ended							Twenty-Six weeks ended				Period from January 16 to			Period from January 1 to
		June 28, 2026				June 29, 2025			June 28, 2026				June 29, 2025			January 15, 2025
		Preliminary Estimated				Actual			Preliminary Estimated				Actual			Actual
		Low		High					Low		High
(in millions)
Revenue	$		$		$	189		$		$		$	328		$	28
Net income (loss)							59							73			(4	)
Adjusted EBITDA							107							163			12

As reflected above, we expect to report in revenue, net income and Adjusted EBITDA for the thirteen weeks ended June 28, 2026. The expected increase in revenue for the period was driven by . The expected in net income for the period was driven by . The expected increase in Adjusted EBITDA was attributable to .

We use a number of operational and other metrics in order to evaluate performance and make decisions about our business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Measures” for additional information regarding our use of these metrics.

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The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the periods indicated. Adjusted EBITDA is not a measure that is required to be disclosed by U.S. generally accepted accounting principles (“GAAP”) and should not be considered in isolation, or as a substitute for our results as reported under GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion on how we define and calculate Adjusted EBITDA and a discussion of why we believe this measure is important to an understanding of our business, financial condition and results of operations.


		(Unaudited)
		Successor																Predecessor
		Thirteen Weeks Ended								Twenty-Six weeks ended				Period from January 16 to				Period from January 1 to
		June 28, 2026				June 29, 2025				June 28, 2026				June 29, 2025				January 15, 2025
		Preliminary Estimated				Actual				Preliminary Estimated				Actual				Actual
		Low		High						Low		High
(in millions)
Net income (loss)	$		$		$	59			$		$		$	73			$	(4)
Add back:
Interest income							(2	)							(5	)			(1	)
Interest expense							24								42				5
Income tax expense							—								—				—
Other expense, net							—								—				—
Depreciation and amortization							25								46				—
Equity-based compensation expense(a)							—								—				—
Acquisition-related expenses(b)							—								—				1
IPO-related expenses(c)							—								—				—
Founder-related discretionary expenses(d)							—								—				11
Area Director buyouts(e)							—								4				—
Corporate transition and other expenses(f)							1								3				—
Adjusted EBITDA	$		$		$	107			$		$		$	163			$	12

(a)

Represents non-cash expense and related payroll taxes associated with equity incentive compensation; included within SG&A.

(b)

Represents costs incurred in connection with the Sponsor Acquisition, included within SG&A.

(c)

Represents legal, consulting, accounting and other professional fees associated with preparing for this offering, included within SG&A. These expenses do not include ongoing public-company compliance or operational costs.

(d)

Represents certain historical expenses that are a legacy of the Company’s operations as a private, founder-led organization, including large, founder-directed discretionary bonuses paid to certain individuals and charitable donations, that by their nature have not recurred and are not expected to recur after the Sponsor Acquisition. Included in SG&A.

(e)

Represents payments made to third-party Area Directors to terminate certain contracts that mandated payment of a percentage of gross sales for a geographic region. Included in SG&A.

(f)

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The Offering


Class A common stock offered by Jersey Mike’s Subs Inc.		shares.
Class A common stock offered by the selling stockholders		shares.
Option to purchase additional shares of Class A common stock from the selling stockholders		The selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to additional shares of Class A common stock from the selling stockholders.
Class A common stock outstanding, after giving effect to this offering		shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Class A common stock outstanding after this offering, assuming exchange of all Common Units held by the Continuing Common Unitholders		shares.
Class B common stock outstanding, after giving effect to this offering		shares, all of which will be held by the Continuing Common Unitholders (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Voting power held by investors in this offering, after giving effect to this offering		% (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Voting power held by our pre-IPO owners, after giving effect to this offering		% (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Use of proceeds		We estimate that the proceeds to Jersey Mike’s Subs Inc. from the issuance of the shares that it is selling in this offering, after deducting estimated underwriting discounts and commissions, will be approximately $ million.
		Jersey Mike’s Subs Inc. intends to use these net proceeds to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings, as described under “Organizational Structure—Offering Transactions,” which Jersey Mike’s Holdings will in turn use to repay a portion of the outstanding indebtedness under the Series 2026-1 Notes, and the remainder for general corporate purposes and to bear all of the expenses of this offering. We estimate these offering expenses (excluding underwriting discounts and commissions) will be approximately $ million. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).
Voting rights		Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
		The Continuing Common Unitholders will hold all of the initially outstanding shares of our Class B common stock and, upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each

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		holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equal to the number of Common Units held by each such Continuing Unitholder. If at any time the ratio at which Common Units are exchangeable for shares of our Class A common stock changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. See “Description of Capital Stock—Common Stock—Class B Common Stock.”
Dividend policy		We have no current plans to pay dividends on our Class A common stock following this offering. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors and will depend on general economic and business conditions; our financial condition and operating results; our available cash; current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Jersey Mike’s Holdings) to us; and such other factors as our board of directors may deem relevant. Holders of Class B common stock are not entitled to any dividends (other than dividends payable in the form of additional shares of Class B common stock or rights to acquire such shares).
		Jersey Mike’s Subs Inc. is a holding company and has no material assets other than its equity interests held directly or indirectly through wholly owned subsidiaries in Jersey Mike’s Holdings. We intend to cause Jersey Mike’s Holdings to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If Jersey Mike’s Holdings makes such distributions to Jersey Mike’s Subs Inc., the other holders of Common Units and any participating Incentive Units (as described below) will be entitled to receive equivalent pro rata distributions. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. The adjustment to the participation threshold of an Incentive Unit for distributions in respect of which such Incentive Unit does not participate will be factored into calculating the number of Common Units the holder of vested Incentive Units would receive upon conversion of a vested Incentive Unit for a Common Unit.

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		Under the terms of the amended and restated limited liability company agreement, Jersey Mike’s Holdings is obligated to make tax distributions to holders of Common Units (including Jersey Mike’s Subs Inc.) at certain assumed tax rates. See “Risk Factors—Risks Related to Our Organizational Structure—Jersey Mike’s Subs Inc. is a holding company and its only material assets after completion of this offering will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings, and it is accordingly dependent upon distributions from Jersey Mike’s Holdings to pay taxes, make payments under the tax receivable agreement, and pay any dividends.”
Exchange rights of holders of Common Units and Incentive Units		Prior to this offering, we will enter into an exchange agreement with the Continuing Unitholders so that they may, after the completion of this offering (subject to the terms of the exchange agreement), exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock of Jersey Mike’s Subs Inc. on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. See “Certain Relationships and Related Person Transactions—Exchange Agreement.” Subject to certain restrictions, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Jersey Mike’s Holdings as a function of the “spread value” of such vested Incentive Units, i.e. the amount by which the market value of a Common Unit (based on the public trading price of a share of Class A common stock) exceeds the applicable participation threshold of such Incentive Unit. The applicable participation threshold is subject to customary anti-dilution adjustments. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”
Controlled company		Upon the closing of this offering, our Sponsor will beneficially own approximately % of the combined voting power of our shares eligible to vote in the election of our directors (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, we will be a “controlled company” under NYSE rules. As a controlled company, we qualify for exemptions from certain corporate governance requirements of the NYSE.
Conflicts of Interest		Because certain affiliates of Blackstone Securities Partners L.P., an underwriter in this offering, own in excess of 10% of our issued and outstanding common stock, Blackstone Securities Partners L.P. is deemed to have a “conflict of interest” under Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Pursuant

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		to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering. In accordance with FINRA Rule 5121(c), no sales of the shares of our common stock in this offering will be made to any discretionary account over which Blackstone Securities Partners L.P. exercises discretion without the prior specific written approval of the account holder. See “Underwriting (Conflicts of Interest).”
Tax receivable agreement		Prior to the completion of this offering, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in certain Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to certain tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies, which Jersey Mike’s Subs Inc. acquires in connection with this offering as described under “Organizational Structure—Blocker Transfers,” and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) are expected to result in increases in the tax basis of the assets of Jersey Mike’s Holdings. The existing tax basis, increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions available to Jersey Mike’s Subs Inc. for tax purposes and, therefore, may reduce the amount of U.S. federal, state and local tax that Jersey Mike’s Subs Inc. would otherwise be required to pay in the future. Actual tax benefits realized by Jersey Mike’s Subs Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. This payment obligation is an obligation of Jersey Mike’s Subs Inc. and not of Jersey Mike’s Holdings. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”
Directed share program		At our request, the underwriters have reserved for sale, at the initial public offering price, up to % of the Class A common stock being offered for sale, to our directors, officers, employees, business associates and related persons. We will offer these shares to the extent permitted under applicable regulations. Any directors and officers buying shares of Class A common stock through the directed share program will be subject to a 180-day lock-up period with respect to such shares. The number of shares of Class A common stock available for sale to the general public in this offering will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock. See “Underwriting (Conflicts of Interest)—Directed Share Program.”
Risk factors		See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our Class A common stock.

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Certain U.S. federal income tax consequences to non-U.S. holders		For a discussion of certain U.S. federal income tax consequences that may be relevant to non-U.S. stockholders, see “Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders.”
Proposed trading symbol		“JMKE.”

In this prospectus, unless otherwise indicated, the number of shares of Class A common stock and Class B common stock outstanding and the other information based thereon assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock from the selling stockholders and does not reflect:

•

shares of Class A common stock issuable upon exchange of Common Units, or if the underwriters exercise their option to purchase additional shares of Class A common stock, shares of Class A common stock issuable upon exchange of Common Units, that will be held by the Continuing Common Unitholders immediately following this offering;

•

shares of Class A common stock that may be granted under the Jersey Mike’s Subs Inc. 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which includes shares of Class A common stock issuable upon exercise, vesting or settlement, as applicable, of the following equity grants, in each case, to be awarded in connection with the offering:

•

shares of Class A common stock issuable in exchange for an equivalent number of Common Units (together with an equivalent number of shares of Class B common stock) into which participating outstanding Incentive Units held by the Continuing Incentive Unitholders are convertible (assuming such Incentive Units are fully vested), which units have a weighted average per unit participation threshold of $ (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus); or

•

shares of Class A common stock available for issuance under the Jersey Mike’s Subs Inc. 2026 Employee Stock Plan (the “ESPP”).

See “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Omnibus Incentive Plan,” “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Employee Stock Purchase Plan,” “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Treatment of Existing Equity Interests,” and “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Equity Awards.”

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Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data

The following table sets forth summary historical consolidated financial and other data for Jersey Mike’s Holdings and its subsidiaries and the summary pro forma condensed consolidated financial and other data for Jersey Mike’s Subs Inc. for the periods and at the dates indicated. Immediately following this offering, Jersey Mike’s Subs Inc. will be a holding company, and its sole material assets will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conduct our business. The Reorganization Transactions will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Jersey Mike’s Subs Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will consolidate Jersey Mike’s Holdings in its consolidated financial statements and record a non-controlling interest related to the Common Units held by our Continuing Unitholders on its consolidated balance sheet and consolidated statement of operations.

On January 16, 2025, our Sponsor acquired a majority interest in Jersey Mike’s Holdings and its consolidated subsidiaries. As a result of the Sponsor Acquisition, a new basis of accounting was created on January 16, 2025. Periods prior to January 16, 2025 reflect the financial statements of Jersey Mike’s Holdings prior to the Sponsor Acquisition, referred to herein as the Predecessor period. Periods subsequent to January 16, 2025, reflect the financial statements of Jersey Mike’s Holdings after the Sponsor Acquisition, referred to herein as the Successor period. Jersey Mike’s Holdings’ assets and liabilities were adjusted to fair value on the closing date of the Sponsor Acquisition.

The summary consolidated statements of operations data and statements of cash flows data presented below for the thirteen weeks ended March 29, 2026 (successor), the period from January 16 to March 30, 2025 (successor), the period from January 16 to December 28, 2025 (successor), and the summary consolidated balance sheet data presented below as of March 29, 2026 (successor) and December 28, 2025 (successor) have been derived from the consolidated financial statements of Jersey Mike’s Holdings included elsewhere in this prospectus. The summary consolidated statements of operations data and statements of cash flows data presented below for the period from January 1 to January 15, 2025 (predecessor), the years ended December 31, 2024 and 2023 (predecessor) and the summary consolidated balance sheet data presented below as of December 31, 2024 (predecessor) have been derived from the consolidated financial statements of Jersey Mike’s Franchise Systems included elsewhere in this prospectus.

The summary historical consolidated financial and other data of Jersey Mike’s Subs Inc. has not been presented because Jersey Mike’s Subs Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Historical results are not necessarily indicative of the results expected for any future period. You should read the summary historical consolidated financial data below, together with the consolidated financial statements and related notes thereto included elsewhere in this prospectus, as well as “Organizational Structure,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Indebtedness” and the other information included elsewhere in this prospectus.

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The summary unaudited pro forma condensed consolidated financial data of Jersey Mike’s Subs Inc. presented below has been derived from our unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma condensed financial information gives effect to the transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information,” including the sale by us of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and the application of the proceeds therefrom as described in “Use of Proceeds” as if they had occurred as of and for the periods specified therein. The following summary unaudited consolidated pro forma condensed financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results or financial position. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

On December 12, 2025, we changed our fiscal year-end from December 31 to a 52-week fiscal calendar. We now operate on a 52-week fiscal calendar and our fiscal year ends on the last Sunday of such calendar year. Therefore, any references to fiscal year 2025 refers to the 52-week period ended December 28, 2025. Prior-period operating results were not adjusted and remain presented on a calendar basis. While the shift affects comparability of fiscal quarters and the annual period for the year ending December 28, 2025, the impact is not material. As a result of this 52-week fiscal calendar, a 53rd week must be added to our fiscal year every five or six years. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter. Our fiscal year 2025 ended December 28, 2025 consisted of 52 weeks. Due to the fiscal year change, the years ended December 28, 2025, December 31, 2024 and December 31, 2023 contained 362 days (comprised of 347 days in the Successor period and 15 days in the Predecessor period), 366 days and 365 days, respectively.


	Successor														Predecessor
	Unaudited Pro Forma		Unaudited Historical						Audited Historical
(in millions)	Thirteen Weeks Ended March 29, 2026	Year Ended December 28, 2025	Thirteen Weeks Ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Summary Statements of Operations Data:
Revenue:
Royalties and other revenues	$	$	$	122		$	92		$	464		$	19		$	434		$	371
Advertising fees			51				40			196			7			183			160
Company-owned stores sales			12			7				36			2			36			30
Total revenues	$	$	$	185		$	139		$	696		$	28		$	653		$	561
Operating expenses:
Selling, general and administrative expense			78			39				214			19			349			262
Advertising expenses			61			44				207			8			220			208
Depreciation and amortization			26			21				96			—			10			10
Company-owned stores expense			8			6				28			1			30			24
Total operating expenses			173			110				545			28			609			504
Operating income			12			29				151			—			44			57
Other income (expense):
Interest income				(1	)		(3	)		(9	)		(1	)		(5	)		(6	)
Interest expense			30			18				99			5			43			41
Other expense, net			7				—			1			—			—			—
Income (loss) before income tax expense				(24	)		14			60			(4	)		6			22
Income tax expense (benefit)				—			—			1			—			1			1
Net income (loss)	$	$	$	(24	)	$	14		$	59		$	(4	)	$	5		$	21
Net earnings (loss) attributable to shareholders / owners				—			—			—			—			—			—
Net earnings (loss) attributable to non-controlling interest				—			—			—			—			—			—

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	Successor					Predecessor
	Unaudited Pro Forma	Unaudited Historical		Historical		Historical
(in millions)	As of March 29, 2026	As of March 29, 2026		As of December 28, 2025		As of December 31, 2024
Summary Balance Sheet Data:
Cash and cash equivalents	$	$	232	$	215	$	811
Working capital			111		154		768
Total assets			8,211		8,181		1,044
Current portion of long-term debt			22		22		19
Long-term debt, net current portion			2,077		2,062		1,752


	Successor								Predecessor
	Unaudited Historical					Audited Historical
(in millions)	Thirteen Weeks Ended March 29, 2026		Period from January 16 to March 30, 2025			Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025		Year Ended December 31, 2024			Year Ended December 31, 2023
Summary Statements of Cash Flows Data:
Net cash provided by (used in) operating activities	$	86	$	(309	)	$	(210	)	$	—	$	38		$	67
Purchases of Property and equipment and Intangible assets		—		(1	)		(11	)		—		(55	)		(8	)


	Successor									Predecessor
	Unaudited
($ in millions)	Thirteen Weeks Ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Other Financial and Operating Data(1):
Adjusted EBITDA(2)	$	84		$	56		$	327		$	12		$	263		$	195
Adjusted EBITDA margin(2)		45	%		40	%		47	%		43	%		40	%		35	%
Adjusted EBITDA less Capital Expenditures(2)(3)	$	83		$	54		$	316		$	12		$	249		$	187
Adjusted EBITDA less Capital Expenditures Conversion(2)(3)		99	%		96	%		97	%		100	%		95	%		96	%


	Thirteen Weeks Ended March 29, 2026			Year Ended December 28, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Systemwide sales (in millions)	$	1,097		$	4,217		$	3,735		$	3,342
Same-store sales growth		1.7	%		3.2	%		2.0	%		8.4	%
Digital sales percentage		44	%		42	%		40	%		38	%
Average unit volume (AUV, in thousands)	$	1,368		$	1,364		$	1,328		$	1,307
Net store growth		8.1	%		8.5	%		11.8	%		11.9	%
New store openings (gross)		47			267			323			298
Total stores (end of period)		3,300			3,256			3,002			2,686

(1)

We use a number of operational and other metrics in order to evaluate performance and make decisions about our business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of these metrics.

(2)

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion are non-GAAP financial measures that are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Reconciliations to the most directly comparable GAAP measure and a discussion of the rationale for the presentation of these items are provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” In connection with the Sponsor Acquisition, we implemented new business strategies and policies, including the elimination of advertising expenses in excess of advertising revenue and changes in compensation strategy. We have made no adjustments to Adjusted EBITDA in the historical periods presented to reflect the cost savings of these initiatives that we have implemented since the Sponsor Acquisition. In addition, Adjusted EBITDA does not reflect cost savings from the transition to an internally staffed “Regional Vice President” model that we began implementing in Fiscal 2024. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

(3)

Excluded from these capital expenditures are $41 million in 2024 for cash outlays associated with the purchase of an aircraft on behalf of our Founder that was transferred to our Founder in connection with the Sponsor Acquisition.

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Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information set forth in this prospectus before deciding to invest in shares of our common stock. If any of the following risks actually occur, our business, results of operation, financial condition, cash flows, and prospects may be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, results of operations, and financial condition. In such case, the trading price of our Class A common stock could decline and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements” in this prospectus. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

Risks Related to Our Business, Industry and Operations

We operate in a highly competitive industry.

The restaurant industry is highly competitive with respect to, among other things, food quality and presentation, taste preferences, functional benefits, food variety, nutritional value, ingredients, convenience, price, brand reputation, brand loyalty, digital engagement, service, value, promotional activities, and location. We face significant competition from national, regional, and locally-owned restaurants, including limited-service restaurants, particularly within the fast-casual dining and traditional fast-food categories, which offer in-store, carry-out, delivery, and/or catering services. We also compete with grocery stores, convenience stores, meal subscription services, and delivery kitchens, especially those that target customers who seek high-quality food. Further, as we continue to innovate on our digital strategy and offer more ways to reach our customers through digital channels, such as the Jersey Mike’s mobile applications, social media and the Jersey Mike’s website, we expect to face increasing competition from food delivery services, which promote a wide variety of restaurant options on their websites and loyalty programs.

Some of our competitors have a more established market presence than we have, and may have better locations, greater name recognition and resources than we do. As a result, these competitors may be better positioned to attract customers by investing more in advertising, endorsements, sponsorships, and social media. If our competitors increase spending on marketing, advertising and promotion, or should the cost of advertising increase or our advertising funds decrease for any reason (including reduced sales, implementation of reduced spending strategies, or a decrease in the percentage contribution to the marketing funds for any reason), our results of operations could be materially adversely affected.

Our larger competitors may also be able to take advantage of greater economies of scale than we can and may be better able to increase prices to reflect cost pressures and increase their marketing and promotional activity, including through discount strategies. Our competitors may also be able to identify and adapt to changes in customer preferences more quickly than we can due to their resources and scale. Changes in customers’ tastes, nutritional and dietary trends, government nutritional guidelines, methods of ordering, and number and location of competing stores often affect the restaurant industry. If we are unable to successfully compete, our systemwide sales volume and/or pricing may be subject to downward pressure and we may not be able to increase, or sustain, our growth rate or revenue or maintain profitability.

Further, as we expand our geographic presence and develop our digital channels, we anticipate facing increased competition for channel access. Our competitors will likely grow in number as the sandwich food category grows, and we may face the risk that new or existing competitors will mimic our business model, menu offerings, marketing strategies, and overall concept.

Any of the above competitive factors may materially adversely affect our business, financial condition, and results of operations.

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Food safety and packaging issues, food-borne illness concerns and public health concerns may harm our business.

We and our franchise owners handle high-risk foods, such as uncooked meats and produce in Jersey Mike’s stores. We and our franchise owners freshly prepare most of our menu items in-store, and food safety issues (such as food-borne illness and food contamination outbreaks) may occur in the future. Although food safety policies and procedures have been instituted in each Jersey Mike’s store, incidents may result from store personnel’s failure to comply with such policies and procedures; contamination, adulteration, misbranding, recalls or other food safety issues with fresh ingredients or other products provided by third-party suppliers, such as meat and produce that is sliced or prepared in Jersey Mike’s stores and other products offered for sale in stores; and for other reasons beyond our and our franchise owners’ control. If any Jersey Mike’s stores temporarily close, or recall or dispose of products that are suspected or known to be contaminated, misbranded or adulterated, we may be subject to inspection by U.S. federal, state, local and foreign public health authorities or be impacted by associated negative publicity, and our business, financial condition and results of operations and our brand and reputation could be negatively impacted. Public concern over food-borne illnesses linked to meat, produce, and other food products may also cause fear about the consumption of meat, produce, and other food products, and could cause customers to consume less of such products, which could negatively impact our business, financial condition and results of operations. Increased compliance costs due to changed regulations or public health emergencies, such as local outbreaks of communicable diseases, could adversely affect store operations.

Food safety issues may be caused by a variety of factors, many of which are out of our control. For example, these incidents may occur when customers or other individuals, including employees, enter a Jersey Mike’s store while ill and contaminate ingredients, surfaces, or other individuals. These incidents may also occur if store employees do not follow proper sanitation, hygiene, food safety, and other policies and procedures, if store employees do not follow beyond use dates for products, time and temperature controls and other safety measures, or if the equipment used to store ingredients and food products is not properly maintained, malfunctions, or experiences other issues that result in food being stored improperly, including at the wrong temperature. Despite our efforts and the efforts of our franchise owners, it is possible that ingredients, such as meat, produce, or other food or beverage items will not be properly maintained or cultivated throughout the supply and delivery chain. Our third-party distributors and suppliers may not fully comply with applicable food safety regulations and standards and our or their own food safety programs, and these third parties could cause food-borne illness incidents. Any food safety issue arising from a distributor or supplier will likely affect multiple stores rather than a single store. The risk of food safety issues is also increased with respect to catering orders and orders delivered through third-party delivery service providers, as we and our franchise owners often have limited or no control over how the food is delivered, maintained in the course of delivery or served. In addition, Jersey Mike’s stores and third-party distributors are subject to review and examination by local, state, federal and foreign authorities, which may result in temporary or permanent closures. Such closures may negatively impact results and damage our reputation and brand.

Food and beverage items produced at Jersey Mike’s stores and our third-party manufacturers’ facilities are vulnerable to spoilage, contamination, misbranding, adulteration, and food safety issues. Although we require our franchise owners to follow processes and systems designed to ensure compliance with applicable food safety regulations and standards, we cannot guarantee that the products that are delivered to or produced at Jersey Mike’s stores will not be recalled, for example due to possible human error or disease-causing bacteria or pathogens. Furthermore, while our third-party manufacturers must also comply with our food safety standards, we do not have control over their cultivation, manufacturing and packaging processes. The occurrence of food-borne illnesses or food safety issues could result in a temporary supply disruption, recalls, adverse publicity, complaints, litigation, and adversely affect the price and availability of affected ingredients.

In addition, we have limited control over the handling procedures of our suppliers and distributors that ship food to Jersey Mike’s stores. From time to time, we may need to recall or withdraw some or all of our products if they become, or may or are suspected to have become, damaged, contaminated, adulterated, or misbranded, whether caused by us, our franchise owners, or someone in our supply chain. For example, we have previously conducted a voluntary product withdrawal of pepper ham supplied by one of our suppliers. A recall or withdrawal could result in destruction of food ingredients and inventory, negative publicity, litigation, temporary or permanent store or facility closings for us or our third-party suppliers and contract manufacturers, supply chain interruption, substantial costs of compliance or remediation, fines, and increased scrutiny by U.S. federal, state, local, and foreign regulatory agencies. New scientific discoveries regarding food safety and food manufacturing may bring additional risks and latent liability. If consumption of any food causes or is alleged to cause injury or illness, we may be subject to litigation and may incur litigation costs and become liable for monetary damages as a result of a judgment against us or our franchise owners, or fines by U.S. federal, state, local, and foreign regulatory agencies.

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The protocols and procedures that we have in place to respond to food safety and food packaging incidents and the public statements we make in response to such incidents may not be sufficient to address the potential impact to the safety of Jersey Mike’s customers and our reputation. Furthermore, any food safety or food packaging incident, whether actual or perceived, could result in negative publicity and public speculation and adversely impact our brand, reputation, and sales. This risk is exacerbated by the fact that social media enables negative publicity, whether or not accurate, to be rapidly disseminated before there is any meaningful opportunity to investigate, respond to and address an issue. In addition, any food safety or food packaging incident that occurs, including those that occur solely at a competitor’s store, or at one of our or our suppliers’ facilities, could result in negative publicity about the restaurant industry generally or with respect to our products, which could in turn have an adverse effect on our business even if Jersey Mike’s stores are not subject to such a food safety incident, or, for example, even if Jersey Mike’s stores disposed of the recalled food product prior to consumption by any customers, and there was no cross contamination at our or our franchise owners’ stores. In addition, the health, safety and environmental risks of per- and polyfluoroalkyl substances and glyphosate in food products have been the subject of increased consumer and regulatory scrutiny and litigation involving others in the restaurant industry.

Our stated Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA and Store-level Margin may not be indicative of future results of any new franchise restaurant.

Build Costs, AUVs, store-level operating costs, Store-level EBITDA and Store-level Margin of any new restaurant may differ from average levels experienced by our franchise owners in prior periods due to a variety of factors, and these differences may be material. Accordingly, our stated Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA and Store-level Margin may not be indicative of future results of any new franchise restaurant. Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA figures are based on information self-reported by our franchise owners and have not been independently verified. In addition, estimated initial Build Costs and store-level operating costs are based on information self-reported by our franchise owners and have not been verified by us. Furthermore, performance of new restaurants is impacted by a range of risks and uncertainties beyond our franchise owners’ control.

Unexpected events have impacted and may in the future impact our business, financial condition and results of operations.

The occurrence of one or more unexpected events, including war, military actions, acts of terrorism, epidemics and pandemics, fires, tornadoes, tsunamis, hurricanes, earthquakes, floods, and other forms of severe weather (including those caused or exacerbated by climate change), natural or man-made disasters, civil unrest, financial and social instability, workplace violence, cyberattacks and other data security incidents, or other events that lead to avoidance of public places or restrictions on public gatherings in Jersey Mike’s stores, particularly if located in regions where we have significant operations in the United States or in other countries in which we operate, or in which our suppliers are located, have affected and could in the future affect our operations and financial performance. Such events could affect our and our franchise owners’ customer traffic, sales and operating costs and/or cause complete or partial closure of one or more of our suppliers or distributors, cause temporary or long-term disruption or inoperability of our information technology systems (including those of our Third-Party Providers and our proprietary digital platform), temporary or long-term disruptions in our delivery channel or the supply of products from suppliers, and disruption and delay in the transport of products, any of which may have a material adverse effect on our business, financial condition, and results of operations. Existing insurance coverage may not provide protection from all of these risks and costs that may arise from such events, including product liability and recalls.

In addition, our operations could be disrupted if any employees at our or our franchise owners’ stores had or were suspected of having avian flu, swine flu, Escherichia coli (E. coli) or other food-borne illnesses, or other highly communicable illnesses such as hepatitis A or norovirus, since this could require us or our franchise owners to operate with a reduced number of employees who are not ill or temporarily close stores and facilities or take other measures determined by us or local governmental authorities, such as departments of public health.

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Furthermore, other viruses may be transmitted through human contact, and the risk or perceived risk of contracting viruses could cause employees or customers to avoid gathering in public, which could adversely affect store customer traffic or the ability to adequately staff stores. We could also be adversely affected if government authorities impose mandatory or voluntary closures, impose restrictions on operations of stores, or restrict the import or export of products, or if suppliers issue recalls of products.

Our and our franchise owners’ Third-Party Providers’ inability or failure to execute a comprehensive business continuity plan following a disaster or force majeure event could have a material adverse impact on our business.

Our operations depend upon our and our franchise owners’ Third-Party Providers’ ability to protect our critical information technology equipment and systems against physical theft and damage from power loss, cybersecurity attacks and other data security incidents, improper or unauthorized usage by employees or others, telecommunications failures or other catastrophic events, such as fires, earthquakes, tornadoes and hurricanes, climate change, widespread power outages caused by severe storms, as well as from internal and external threats, and other disruptive problems or incidents. Any damage, failure, or breach of our or our franchise owners’ Third-Party Providers’ information systems that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities as well as other harms such as reputational damage. For more information, see “—We and our franchise owners rely on information technology systems to process transactions and manage our business, and a disruption or a failure of such systems or issues with our key technology providers or technology could harm our ability to effectively manage our business and/or result in the loss of customers.” If we, our franchise owners or Third-Party Providers are unable to fully implement a disaster recovery plan, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations, and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of operation, and exposure to administrative and other legal claims. In addition, these threats are constantly evolving, which increases the difficulty of accurately and timely predicting, planning for and protecting against the threat. As a result, our disaster recovery procedures and business continuity plans may not adequately address all threats we face or protect us from loss and other harms.

Growth of our franchise business is dependent to a large extent on new store openings, which may be affected by factors beyond our control.

Our growth plan includes a combination of opening new franchised stores and increasing same store sales. Our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management personnel. We may not be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our existing infrastructure or be able to hire or retain the necessary management personnel.

Our results of operations are significantly dependent on the operational and financial success of our franchise owners. We receive royalties, franchise fees and contributions to advertising funds from our franchise owners. Growth in royalties and contributions is dependent largely on new franchise store openings. Numerous factors beyond our control may affect franchised store openings, which in turn could hurt our business, financial condition and results of operations. We and our franchise owners may not be able to open planned new stores on a timely basis, if at all, given the uncertainty of numerous factors, including the availability of potential store sites, demographics, traffic patterns, available financing and construction.

The number and timing of new stores opened during any given period may be negatively impacted by a number of factors including, without limitation:

•

our ability to attract new franchise owners and/or encourage existing franchise owners to open additional stores;

•

the identification and availability of attractive sites for new stores and the ability to negotiate suitable lease terms;

•

the proximity of potential sites to existing stores;

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•

the ability of potential franchise owners to obtain financing;

•

the ability of franchise owners to hire, train and retain qualified operating personnel for their businesses;

•

construction and development costs of new stores, particularly in highly-competitive markets;

•

the ability of franchise owners to secure required governmental approvals and permits in a timely manner, or at all; and

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adverse weather, natural or man-made disasters and other calamities.

If we and our franchise owners are unable to expand in existing markets or penetrate new markets, our and our franchise owners’ ability to increase revenues and profitability may be harmed. In addition, we and our franchise owners continue to improve existing stores through remodels, upgrades, and regular upkeep. If the costs associated with such remodels, upgrades, or regular upkeep are higher than anticipated, stores are closed for remodeling for longer periods than planned, or remodeled stores do not perform as expected, we and our franchise owners may not realize our and their projected return on investment, which could have a material negative effect on our business, financial condition and results of operations.

Our success depends in significant part on the future performance of existing and new franchised stores, and we are subject to a variety of additional risks associated with our franchise owners.

As of December 28, 2025, approximately 99% of Jersey Mike’s stores were operated by franchise owners. As a result, a substantial portion of our revenue comes from royalties generated by our franchised stores. Accordingly, our franchise owners are contractually obligated to operate their stores in accordance with the operations, safety, and health standards set forth in our franchise agreements and applicable laws. While we will attempt to properly train and support all of our franchise owners, franchise owners are independent third parties whom we do not control. The franchise owners own, operate, and oversee the daily operations of their stores. Accordingly, we are reliant on the performance of our franchise owners in successfully operating their stores and paying royalties to us on a timely basis. Our franchise system subjects us to a number of risks, any one of which may impact our ability to collect royalty payments from our franchise owners, harm the goodwill associated with our franchise, and materially adversely affect our business and results of operations.

Our franchise owners are an integral part of our business. We may be unable to successfully implement our growth strategy without the participation of our franchise owners and the adherence by our franchise owners to brand standards. Our franchise owners may fail to focus on the fundamentals of store operations, such as quality, service, and cleanliness, which would have a negative impact on our success and/or adversely impact the goodwill associated with our franchise program. In addition, our franchise owners may fail to renovate their existing stores or support our marketing initiatives, which could materially adversely affect their sales trends, average weekly sales, and results of operations, thereby impacting our royalty revenue. Although we provide frequent training opportunities to our franchise owners to support consistency across the franchise system, there may be differences in the quality of operations at our franchised stores that impact the profitability of those franchised stores. Also, the failure of our franchise owners to adequately engage in succession planning may affect their store operations and development of new stores, which in turn could hurt our business, financial condition and results of operations.

In addition, franchise owners may not have access to the financial or management resources that they need to open the stores contemplated by their area development agreements and franchise agreements or be able to find suitable sites on which to develop them, or they may elect to cease development for other reasons. Franchise owners may not be able to negotiate acceptable lease or purchase terms for the sites, obtain the necessary permits and governmental approvals or meet construction schedules. Any of these problems could slow our growth from franchise operations and reduce our revenues from franchise fees and royalties. Additionally, financing from banks and other financial institutions may not always be available to franchise owners to construct and open new franchised stores. The lack of adequate financing could adversely affect the number and rate of new store openings by our franchise owners and adversely affect our revenues from franchise fees and royalties.

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In addition, there is no guarantee that we will maintain the ability to attract, retain or motivate our franchise owners and if our franchise owners fail to renew their franchise agreements or breach the terms of their franchise agreements, our royalty revenue may decrease. The standard term of our franchise agreement is ten years. Upon expiration of the initial ten-year term, a franchise owner may renew the franchise agreement for an additional successive term of ten years, so long as the franchise owner meets certain conditions of the franchise agreement. If a franchise owner is unable to satisfy the required renewal conditions when seeking to renew their franchise agreement, or the franchise owner chooses not to renew the franchise agreement, we may be unable to find a new franchise owner to replace such lost revenues. Further, franchise owners are required to conform to specified product quality standards and specifications pursuant to their franchise agreements in order to protect our brand and to optimize franchised store performance. Under the franchise agreements, franchise owners agree to purchase food and beverage items, ingredients or supplies only from sources approved by us and franchise owner may breach this and the standards set forth in their respective franchise agreements. Further, the federal government and some states have laws, regulation, and guidance regarding the offer and sale of franchises that require disclosure of specified information to franchise owners. The laws, regulation, and guidance are subject to change and can limit fees we charge to franchise owners and certain states may restrict our ability to terminate or decline to renew a franchise. All of the foregoing could have a negative impact, which could materially and adversely affect our business, financial condition, and results of operations.

The actual or perceived failure of our franchise owners to comply with applicable laws and contractual requirements could negatively impact our reputation, results of operations or ability to hire or retain employees. For example, our franchise owners are solely responsible for making their own hiring, firing and disciplinary decisions, scheduling hours and establishing compensation for their employees. Furthermore, if any of our key franchise owners were to become insolvent or otherwise was unable or unwilling to pay us royalties, advertising fees or other amounts owed, our business, financial condition, and results of operations could be adversely affected. In a franchise owner bankruptcy, the bankruptcy trustee may reject its franchise agreements under the applicable bankruptcy code, in which case there would be no further royalty payments from such franchise owner. The amount of the proceeds, if any, that may ultimately be recovered in a bankruptcy proceeding of such franchise owner may not be sufficient to satisfy a damage claim resulting from such rejection.

We and our franchise owners may be unable to secure and renew desirable store locations to maintain and grow our business.

The success of any store depends in substantial part on its location. Neighborhood or economic conditions where Jersey Mike’s stores are located could decline in the future as demographic patterns change, resulting in potentially reduced sales in those locations. Our sales and growth strategies may be adversely affected if we or our franchise owners cannot obtain and renew desirable locations for stores at reasonable prices due to, among other things, higher than anticipated acquisition, construction, development or remodel costs, difficulty negotiating leases with acceptable terms, delays or cancellation of new site developments by developers, land use or zoning restrictions, or challenges in securing required governmental permits. Competition for store locations can be intense and other restaurant companies may be able to use their size and financial resources to negotiate more favorable lease terms, priority or exclusivity with landlords and developers. If sales trends or economic conditions worsen for franchise owners, their financial results may deteriorate, which could result in, among other things, store closures, delayed or reduced payments to us of amounts owed under their franchise agreements, advertising contributions, rents and, delayed or reduced payments to us or our affiliates for inventory and supplies.

There are risks associated with our increasing dependence on digital commerce and delivery platforms to maintain and grow sales.

Customers are increasingly using our proprietary e-commerce website and web and/or mobile applications. Customers also increasingly utilize alternative methods of digital ordering and delivery technology, including mobile applications owned by third-party delivery aggregators and third-party developers and payment processors, to order, pay for and have products delivered. As a result, we and our franchise owners are increasingly reliant on digital ordering and payment as a sales channel and our and our franchise owners’ business and growth prospects could be negatively impacted if we and they are unable to successfully execute or maintain our consumer-facing digital initiatives, such as delivery, curbside pick-up and mobile carryout, or are otherwise unable to effectively adapt to developments associated with alternative methods of delivery, including advances in digital ordering and delivery technology, autonomous vehicle delivery, and changes in consumer behavior resulting from these developments. Further, the Jersey Mike’s web and/or mobile applications and online ordering system could be interrupted by power loss, technological failures or user errors, and be subject to cybersecurity attacks and other data security incidents, as well as other forms of sabotage, which could adversely impact store sales and brand image.

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If the third-party delivery aggregators, including marketplace and delivery as a service, cease or curtail their operations, fail to maintain sufficient labor force to satisfy demand, provide poor customer service, materially change fees or their terms, access or visibility to products, or give greater priority or promotions to our competitors, our business may be negatively impacted. In addition, third-party delivery services typically charge stores a per order fee, and as such utilizing third-party delivery services may not be as profitable as sales directly to our customers, and may also introduce food safety, quality and customer satisfaction risks outside of our control. The third-party delivery business is also the subject of increased scrutiny from regulators, which may result in additional costs and expenses that the third-party delivery businesses and aggregators may seek to pass through to participating stores or otherwise adversely impact such stores. These third-party digital ordering and payment platforms used in connection with Jersey Mike’s stores also could be damaged or interrupted by power loss, technological failures, user errors, cybersecurity attacks and other data security incidents, other forms of sabotage, inclement weather or natural disasters and have experienced, and may continue to experience, interruptions limiting or delaying customers’ ability to order through such platforms and potentially making customers less inclined to return to such platforms. Additionally, our delivery partners may use customer data for Jersey Mike’s orders placed on their platforms to encourage such customers to order from other stores who may be our competitors.

If we do not continue to grow our digital business, it may be difficult for us to achieve our planned sales growth. As the digital space around us continues to evolve, our technology needs to evolve concurrently to remain competitive with the industry. If we do not maintain our digital systems, including the Jersey Mike’s web and/or mobile applications and online ordering system, which are competitive within the industry, our digital business may be adversely affected and could impact store sales. We are also subject to general business regulations and laws as well as federal and state regulations and laws specifically governing the Internet, mobile devices, personal information, and e-commerce that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth of the Internet, mobile devices, e-commerce, or other online services, and increase the cost of providing online services, require us to change our business practices, or raise compliance costs or other costs of doing business.

The opening of additional franchised stores depends, in part, upon the availability of prospective franchise owners who meet our criteria. We may not be able to identify, recruit or contract with suitable franchise owners in our target markets on a timely basis or at all. Although we have developed criteria to evaluate and screen prospective franchise owners, our franchise owners may not ultimately have the business acumen or be able to access the financial or management resources that they need to open and successfully operate the stores contemplated by their agreements with us. Existing franchise owners may elect to cease store development for other reasons and applicable franchise laws may limit our ability to terminate or modify these franchise agreements. If any of these situations occur, our growth may be slower than anticipated, which could materially adversely affect our ability to increase our revenue and materially adversely affect our business, financial condition and results of operations.

Also, the number of new franchised stores that actually open in the future may differ materially from the number of signed commitments from existing and new franchise owners. The historic conversion rate of signed commitments to new franchised stores may not be indicative of the conversion rates we will experience in the future, and the total number of new franchised stores actually opened in the future may differ materially from the number of signed commitments disclosed at any point in time.

The inability to expand in accordance with our plans or to manage the risks associated with our growth could have a material adverse effect on our business, financial condition and results of operations.

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Our expansion into new and in existing markets may present increased risks.

New stores may be located in markets where there may be limited or no market recognition of our brand. Those markets may have competitive conditions, consumer tastes and discretionary spending patterns that are different from those in our existing markets, and we may encounter well-established competitors with substantially greater financial resources than we do. As a result, those new stores may be less successful than stores in our existing markets.

We may need to build brand awareness in new markets through greater investments in advertising and promotional activity than we originally planned, which could negatively impact the profitability in such new markets. Our franchise owners may find it more difficult in new markets to hire, motivate and keep qualified employees. In addition, we may have difficulty finding reliable suppliers or distributors or ones that can provide us and franchise owners, either initially or over time, with adequate supplies of ingredients meeting our quality standards. Stores opened in new markets may also have lower average store sales than stores opened in existing markets and may take longer to, or fail to, grow and reach expected sales and profit levels. Additionally, new markets may have higher rents and labor costs. These factors could negatively impact store unit economics and overall profitability. See “—Our expansion into international markets exposes us to a number of risks that may differ in each country where we have stores.”

We also intend to continue opening new franchised stores in our existing markets as a core part of our growth strategy. As a result, the opening of a new franchised store in or near markets in which franchised or company-owned stores already exist could adversely affect the sales of existing franchised or company-owned stores.

Changes in the control of our franchise owners may impair the success of franchised stores or result in the termination of a franchise owner’s right to operate its franchised store.

In the event of the death or disability of a franchise owner (if a natural person) or a principal of a franchise owner entity, the executors and representatives of the franchise owner or franchise owner principal, as the case may be, are generally permitted to transfer the relevant franchise agreement to a successor franchise owner approved by us. There is, however, no assurance that any such successor would be found or, if found, would be able to perform the former franchise owner’s obligations under such franchise agreement or successfully operate its franchised store. In the event that an acceptable successor franchise owner is not located and approved within the time period designated in the franchise agreement, the franchise owner would be in default under its franchise agreement and, among other things, the franchise owner’s right to operate its franchised store could be terminated. If a successor franchise owner is not found, or the successor franchise owner that is found is not as successful in operating the franchised store as the then-deceased franchise owner or franchise owner principal, this could adversely affect store sales, which in turn may have a material effect on our business, financial condition and results of operations.

New stores may not be profitable and may negatively affect sales at our existing locations.

Although we and our franchise owners institute certain operating and financial performance targets for new stores, these new stores may not meet these targets or may take longer than anticipated to do so. Historically, labor and operating costs associated with a newly opened store are sometimes materially greater in the first six months of operations, both in aggregate dollars and as a percentage of revenue. New stores often take a period of time to reach planned operating efficiency, due to costs and challenges associated with identifying, hiring, training, and retaining qualified employees, including managers, and instilling and enforcing our brand standards. Any new stores that are opened may not be profitable or achieve operating results similar to existing stores on a similar timeframe or at all. If new stores do not perform as planned, our business, financial condition, and results of operations could be harmed.

In addition, the opening of new stores in or near markets in which a store is already located could adversely affect sales at existing stores, particularly in markets in which we have a high concentration of stores. Existing stores within a market could also make it more difficult to build a customer base for a new store in the same market. While we have engaged and will continue to implement strategies to open new stores that are not expected to materially affect sales at existing stores, it is possible that new stores may cannibalize sales at existing stores, which could adversely affect our and our franchise owners’ profitability.

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Our expansion into international markets exposes us to a number of risks that may differ in each country where we have stores.

As of December 28, 2025, we have stores in the United States and Canada and plan to accelerate our growth internationally. For example, on December 31, 2025, we entered into a Master Franchise and Operation Agreement providing for the development of a minimum of 300 stores to be opened in the United Kingdom and Ireland. Expansion in international markets may be affected by local economic, market, and cultural conditions. Our business, financial condition and results of operations may be adversely affected if the global markets in which our franchised stores compete are affected by changes in political, economic, or other factors. These factors, over which neither our franchise owners nor we have control, may include:

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recessionary or expansive trends and economic downturns in international markets;

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changing labor conditions and difficulties in staffing and managing our foreign operations;

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increases in the taxes we or our franchise owners pay and other changes in applicable tax laws;

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tariffs and trade policies and the economic uncertainty that they may cause;

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legal and regulatory changes, and the burdens and costs of our compliance with a variety of foreign laws, including data protection and privacy laws that may be more stringent in jurisdictions outside the United States;

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difficulty in securing suitable local suppliers in international markets;

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changes in inflationary pressures and interest rates;

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changes in exchange rates and the imposition of restrictions on currency conversion or the transfer of funds;

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difficulty in protecting our brand, reputation, intellectual property and other proprietary rights;

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difficulty in collecting our royalties and longer payment cycles;

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expropriation of private enterprises;

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anti-American sentiment in certain locations and the identification of our brand as an American brand;

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political and economic instability, including due to national and international conflicts or wars, military actions, sanctions, acts of terror, pandemics or similar events;

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the U.S. Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws;

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the Antiterrorism Act; and

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other external factors.

Our international expansion efforts may require considerable management time as well as start-up expenses for market development before any significant revenues and earnings are generated. Negotiated incentives or discounts provided in connection with the opening of new markets may result in lower cash flows and profits than existing international markets. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions. Therefore, as we continue to expand internationally, we or our franchise owners may not experience the operating margins we expect, we may experience a delay in or loss of royalty income, our results of operations and growth may be negatively impacted, and our common stock price may decline. In addition, we have entered, and may in the future enter, into agreements or arrangements with third-party area representatives, area developers, and/or master franchisees that may provide exclusive rights to develop or open Jersey Mike’s stores in a particular territory. Our performance and success in these territories will depend on the performance and success of third parties, which is outside our control, and may negatively impact our results of operations and growth.

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We are vulnerable to changes in consumer preferences and regulation of consumer eating and consumption habits that could harm our business, financial condition, and results of operations.

Consumer preferences and eating habits often change rapidly and without warning, moving from one trend to another among many products or concepts. We depend on some of these trends, including the trend regarding away-from-home or take-out dining. Consumer preferences towards away-from-home and take-out dining or certain food products might shift as a result of, among other things, new information, attitudes regarding diet and health concerns, adoption of pharmaceuticals that suppress appetite such as GLP-1’s, or dietary trends related to cholesterol, carbohydrate, fat and salt content of certain food items, including sandwiches, in favor of foods that are perceived as healthier. In addition, some of our products contain allergens such as egg, milk, fish, and sesame, as well as sugar, sodium, and sulphites, the health effects of which are the subject of public and regulatory scrutiny, and the consumption of which may be or have been associated with a variety of adverse health effects. A change in consumer preferences away from our offerings would have a material adverse effect on our business, financial condition, and results of operations. Negative publicity over, or increased costs relating to, the health aspects of, or animal welfare or other social or environmental concerns related to, the food items we sell may adversely affect demand for our menu items and could have a material adverse effect on traffic, sales and results of operations.

If our customers perceive our menu items to contain unhealthy caloric, sugar, sodium, or fat content, or negatively perceived ingredients, our results of operations could be adversely affected. We provide nutrient information to customers in accordance with regulations, including nutrient analyses, laboratory analyses, and nutrition facts labels, and if the information used to substantiate the nutrient information on our menus and menu boards is inaccurate, we may be subject to reputational damage, false advertising claims, enforcement actions from federal, state, local, and foreign regulators, penalties, civil actions, and litigation. The success of Jersey Mike’s store operations depends, in part, upon our ability to effectively respond to changes in consumer preferences and eating habits, negative publicity and consumer health and disclosure regulations and to adapt our menu offerings to fit the dietary needs, preferences and eating habits of our customers without sacrificing quality or flavor. To the extent we are unable to respond with appropriate changes to our menu offerings, it could materially adversely affect customer traffic and our results of operations. Furthermore, any change in our menu could result in a decrease in existing customer traffic.

We may not be able to adequately obtain, maintain, protect or enforce our rights in our intellectual property and other proprietary rights.

Our success depends in part on our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary rights. We rely on a combination of trademark, trade secret, and copyright laws, as well as contractual rights, such as confidentiality, invention assignment, license and other intellectual property agreements, to protect our intellectual property and other proprietary rights. However, these laws, procedures and agreements provide only limited protection and may not be adequate to protect any of our intellectual property or other proprietary rights from being challenged, invalidated, circumvented, infringed, diluted, misappropriated or otherwise violated. The obtainment, maintenance, protection and enforcement of our intellectual property and other proprietary rights may require the expenditure of significant financial, managerial and operational resources. For example, efforts to monitor the infringement, misappropriation or other violation of our intellectual property or other proprietary rights by third parties are difficult, expensive, and time-consuming, and there can be no assurance that we will be able to prevent third parties from infringing, misappropriating or otherwise violating our intellectual property or other proprietary rights or detect such activity in a timely manner or at all. We have in the past instituted, and may from time to time in the future be required to institute, litigation or other proceedings to enforce our trademarks and other intellectual property and proprietary rights. Such litigation or other proceedings could result in substantial costs, or the diversion of resources and attention of our management, and could negatively affect our sales, profitability, and prospects regardless of whether we are able to successfully enforce our rights.

Our intellectual property and other proprietary rights are material to the conduct of our business and our trademark portfolio is particularly significant as our brand recognition is one of our key differentiating factors from our competitors. The success of our business depends in part on our ability to use our trademarks, service marks, and other intellectual property and proprietary rights, including our name and logos and the unique character, atmosphere, and ambiance of Jersey Mike’s stores, to increase brand awareness and further develop our brand reputation in the market. However, our competitors may develop similar offerings, including menu items and concepts, and there can be no assurance that our intellectual property and other proprietary rights will be sufficient to distinguish our products or services from those of our competitors and/or provide us with a competitive advantage.

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Further, the steps we have taken to protect our intellectual property and other proprietary rights in the United States and other jurisdictions may not be adequate or effective. For example, we have registered and applied to register trademarks and other intellectual property in the United States and other jurisdictions, but we cannot guarantee that our trademark applications will be approved and mature into registrations or that we will otherwise obtain adequate trademark protection. In addition, our competitors or other third parties may file for registrations of or otherwise use trademarks and branding similar or identical to ours, and we may not be able to adequately prevent such practices or successfully challenge such third-party rights, which could harm the value of our business, result in the abandonment, dilution, or invalidity of trademarks associated with our business, prevent us from being able to use these trademarks to develop brand recognition, require us to expend financial resources to license or acquire such rights and adversely affect our results of operations, financial condition or prospects. Also, third parties may oppose and successfully challenge the validity, scope and/or enforceability of our trademark and other intellectual property and proprietary rights. In the event that our trademarks are successfully opposed, challenged, circumvented or declared generic, we could be forced to rebrand our products or services, which could result in loss of brand recognition, and could require us to devote substantial resources to developing, advertising and marketing new brands that may not ultimately be successful.

In addition, any success we have had registering and protecting our intellectual property in the United States and certain other jurisdictions does not guarantee that we will have similar success in other jurisdictions. As we expand our operations outside the United States, our exposure to unauthorized use of our intellectual property and other proprietary rights may increase, and the failure to obtain, maintain, protect and enforce our intellectual property and other proprietary rights in such other jurisdictions could adversely affect our business, results of operations, and financial condition. Further, effective intellectual property protection may not be available in every jurisdiction in which we currently, or may in the future, conduct business and the laws of some jurisdictions may not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. We do not have identical or analogous intellectual property protection in all jurisdictions, which could risk freedom to operate in certain jurisdictions if we were to expand. We may need to expend additional resources to obtain, maintain, protect or enforce our intellectual property or other proprietary rights domestically or internationally, which could adversely affect our business, results of operations and financial condition.

We also rely on trade secret protection for certain aspects of our business, including our recipes and formulations, operations manuals and proprietary in-house point-of-sale (“POS”) platform. Trade secret protection is risky and uncertain, and the disclosure or independent discovery or development of our proprietary recipes, formulations, operations manuals and POS platform could have a material adverse impact on our business and results of operations. Trade secrets are protected only as long as they remain secret and reasonable efforts are made to maintain their confidentiality. We seek to protect these trade secrets and other confidential information through trade secret laws and contractual arrangements, including invention assignment and confidentiality agreements with our employees, contractors, franchise owners and other third parties, as well as other reasonable actions, such as the use of physical and technological security measures. While we maintain a policy requiring our employees and others to enter into agreements to protect our intellectual property and other proprietary rights, we cannot guarantee that such agreements are sufficient to protect our intellectual property or other proprietary rights, or that all parties who have access to our trade secrets or other proprietary information have executed an invention assignment or confidentiality agreement with us. Further, we cannot guarantee that any executed agreements or physical or technological security measures will not be breached or that any of our efforts designed to safeguard our trade secrets and other confidential information will be effective in controlling access to, and use and distribution of, our intellectual property and other proprietary, confidential, or sensitive information, or that we will have adequate remedies in the event of a breach. Moreover, we rely on our franchise owners to adequately protect our trade secrets and other confidential information. If our trade secrets, or other intellectual property or proprietary rights are infringed, misappropriated, disclosed (intentionally or inadvertently), copied, or otherwise violated, or independently developed or reverse-engineered by third parties, including competitors, we may lose our competitive advantage with no adequate remedy. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, if third parties lawfully obtain or independently develop our trade secrets or other proprietary, confidential or sensitive information, we would not have legal recourse (including the assertion of trade secret rights) to prevent such third parties from using such trade secrets or information to compete with us. Failing to protect and maintain the secrecy of our trade secrets or other proprietary, confidential or sensitive information for any reason could adversely affect our business, results of operations, and financial condition.

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Our efforts to obtain, maintain, protect and enforce our intellectual property or other proprietary rights may be met with defenses, counterclaims, and countersuits attacking the ownership, scope, validity and enforceability of our intellectual property or other proprietary rights. An adverse determination of any litigation or other proceedings could put our intellectual property or other proprietary rights at risk of being invalidated, deemed unenforceable or reduced in scope and there is a risk that some of our proprietary, confidential or sensitive information could be compromised by discovery during intellectual property litigation. Our inability to protect our intellectual property or other proprietary rights against infringement, misappropriation or other violations, as well as any costly litigation or diversion of our management’s attention and resources, could allow competitors to develop and commercialize services or products similar to ours and thereby reduce demand for our offerings, delay future sales and introductions of new products, result in our substituting inferior or more costly technologies into our business, or injure our reputation.

Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party software.

The success of our growth depends, in part, on our ability to integrate third-party software and other technology, including third-party delivery services such as Uber Eats, DoorDash, GrubHub and other food delivery services into our platforms (including mobile applications and POS system). The growth of our business will continue to depend on third-party relationships, including relationships with digital service providers, ordering service providers, aggregators, digital agencies, payment processors, marketing technology providers, and other partners. Identifying, negotiating, and documenting relationships with third parties, in a manner compliant with applicable laws and regulations, and integrating third-party software and technology requires significant time and resources, and Third-Party Providers may make material changes to their businesses, solutions, or services that could be detrimental to or otherwise adversely affect our business. If any of these third parties terminate their relationship with us or refuse to renew their agreement with us on commercially reasonable terms, we would need to find an alternative provider and may not be able to secure similar terms or replace such provider in an acceptable time frame.

Such third-party software and technology, and the terms on which they are offered, are constantly evolving, and we may not be able to maintain or modify our platform to ensure compatibility with such third-party offerings, which could cause our platforms to not operate as efficiently or effectively as such platforms have previously operated, or may cause other issues. Moreover, we cannot be certain that such software and technology do not infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights of others, or that our suppliers and licensors have sufficient rights in or to such software and technology, or intellectual property or other proprietary rights therein, in all jurisdictions in which we may operate. If we are unable to obtain, maintain, protect or enforce our rights to any of this software or technology, including if we are unable to continue to obtain the software or technology or enter into new agreements on commercially reasonable terms, we may be forced to redesign our technology or acquire or develop alternate software or technology (which may require significant time and effort, be of lower quality or performance standards or ultimately not be successful) and our ability to provide or develop our offerings containing that software or technology could be adversely affected, which could adversely affect our business, financial condition, results of operations, and prospects.

Our reliance on third parties, including our franchise owners and other licensees, may negatively impact our ability to protect our intellectual property or other proprietary rights.

We cannot guarantee that franchise owners or other third parties with licenses to use our intellectual property and other proprietary rights will not take actions that may harm the value of our intellectual property or other proprietary rights, including the Jersey Mike’s brand. We license certain intellectual property and other proprietary rights to our franchise owners, product suppliers, manufacturers, distributors, advertisers and other third parties. Although we monitor and restrict third-party activities through our contracts and license agreements, third parties, including our franchise owners and other licensees, may use, refer to, or make statements about the Jersey Mike’s brand that do not make proper use of our trademark, service marks or required designations, that improperly alter trademarks, service marks, or branding, or that are critical of the Jersey Mike’s brands or place the Jersey Mike’s brand in a context that may tarnish its reputation. Moreover, unauthorized third parties may conduct business using our intellectual property or other proprietary rights to take advantage of the goodwill of the Jersey Mike’s brand, resulting in consumer confusion or dilution. Any reduction of our goodwill, consumer confusion, or dilution is likely to impact sales, and could materially and adversely impact our business and operating results.

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We have been, and may in the future be, subject to claims that we violated certain third-party intellectual property or other proprietary rights.

Third parties have in the past asserted, and may in the future assert, that we infringe, misappropriate, or otherwise violate their intellectual property or other proprietary rights. We cannot guarantee that we have not, do not, or will not infringe, misappropriate, or otherwise violate the intellectual property or other proprietary rights of others. Any claim against us relating to intellectual property or other proprietary rights, with or without merit, could be time-consuming, expensive to settle or litigate, and could divert the attention of our management, even if we were ultimately successful. Litigation regarding intellectual property and other proprietary rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. Any claims successfully brought against us could subject us to significant liability for damages or other fees, including treble damages if we are found to have willfully infringed certain types of intellectual property rights, and we may be required to stop using brands, products, technology, or other intellectual property or proprietary rights alleged to be in violation of a third-party’s rights in one or more jurisdictions where we do business. We also may be required to seek a license for third-party intellectual property or enter into a settlement or coexistence agreement that may limit our rights or the scope of our business operations in some way. A license may not be available, or the license may require us to submit to unreasonable terms, including requiring us to pay significant royalties, which could increase our operating expenses. We may also be required to develop alternative non-infringing branding or products, which could require significant time and expense, and may ultimately be unsuccessful. If we cannot license or develop replacements for any allegedly infringing aspect of our business, we could be forced to limit our products or services and may be unable to compete effectively. Any of these results could adversely affect our business, financial condition, and results of operations.

Our use of open source software could compromise the proprietary nature of our software and could expose us to other legal liabilities and technological risks.

Certain of our technologies, such as our POS platform, utilize or incorporate open source software, and we may incorporate open source software in the future, which, in some instances, may subject us to certain unfavorable conditions. For example, certain open source licenses may give rise to requirements to disclose or license our proprietary source code, or make available any derivative works or modifications of the open source software code, on unfavorable terms or at no cost. While we have implemented policies relating to our use of open source software that are designed to mitigate such risks, we cannot guarantee that we use open source software in a manner that is consistent with such policies.

Furthermore, there are many types of open source licenses, many of which have not been interpreted or adjudicated by U.S. or other courts and these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products and services. As such, our use of open source software could subject us to significant legal expense, damages and obligations to comply with onerous conditions or restrictions on the use of our proprietary software and we could be required to seek licenses from third parties and pay royalties in order to continue using the open source software necessary to operate our business, or be required to discontinue use of or re-engineer our software.

In addition, the use of open source software may entail greater technical and legal risks than those associated with the use of third-party commercial software, as open source software is generally provided on an “as-is” basis and the public availability of such software may make it easier for others to compromise our platform. Open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims, security and other vulnerabilities or the quality of the software code. We cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance.

Any of the foregoing could prevent the deployment or impair the functionality of our software, delay the introduction of new technological capabilities, result in a failure of our technologies, subject us to cyberattacks and other data security incidents or subject us to significant legal expenses and damages, any of which could have an adverse impact on our business, results of operations and financial condition.

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Network and information technology systems, including POS and payment processing systems, web and/or mobile applications, technologies supporting our digital business, technologies that manage our supply chain, and technologies that facilitate collection of cash, payment of obligations, marketing initiatives, employee engagement and payroll processing, and various other processes and procedures, are integral to our business. For example, we utilize various computer systems, including our enterprise reporting system, by which our franchise owners report their weekly sales and pay their corresponding royalty fees. This system is critical to our ability to accurately track sales and compute and receive royalties due from our franchise owners. Our ability to effectively manage our business and coordinate the procurement, distribution and sale of our products depends significantly on the availability, reliability, and security of our network and information technology systems.

We have also contracted with Third-Party Providers, and as a result, we are reliant on those Third-Party Providers to implement protective measures that ensure the security and availability of their systems. While we have policies, procedures, and systems in place designed to manage third-party cybersecurity risks, such policies, procedures and systems may not be sufficient to address all potential failures or risks associated with third-party systems. Because we do not control our Third-Party Providers, other than through our contractual relationships, our ability to monitor the system and information security of our Third-Party Providers may be very limited. Further, in the event of a cyberattack or other data security incident of a Third-Party Provider’s information technology system, we may not receive timely notice of, or sufficient information about, the attack or other incident, or be able to exert any meaningful control of or influence over how and when the attack or other incident is addressed. If our Third-Party Providers experience a data security incident or other type of interruption, or fail to protect their information technology systems on which we rely, our information systems may become inaccessible and access to our data and other business information may be impacted, which could materially disrupt our operations and create liability and reputational damage. Further, our contractual protections with Third-Party Providers may not be sufficient to adequately protect us from any liabilities or losses imposed by any actual or perceived cyberattack or other data security incident, and we may be unable to enforce any such contractual protections. The inability of us or our Third-Party Providers to address third-party cybersecurity risks, or a breakdown in the relationship with such Third-Party Providers, could have an adverse impact on our business, results of operations, and financial condition.

Our operations depend upon our and our Third-Party Providers’ abilities to protect our and their computer equipment and information technology systems against damage from cyberattacks and other data security incidents, including physical theft, fire, military or political conflicts, natural disasters, power loss, computer, network, system and telecommunications failures or other catastrophic events, viruses, worms, software bugs or other vulnerabilities, ransomware, malware, insider malfeasance, fraud, human or technological error, social engineering (including phishing) and other disruptive problems or other incidents. We and our Third-Party Providers face numerous and evolving cybersecurity risks from diverse threat actors, such as state-sponsored organizations, opportunistic hackers, and hacktivists, that threaten the confidentiality, integrity, and availability of our and our Third-Party Providers’ information technology systems. The scope and severity of these cybersecurity risks have increased due to the continued evolution and sophistication of tools and techniques used to conduct cyberattacks and other data security incidents, including AI Technologies and potentially quantum computing, that may be capable of circumventing cybersecurity controls, evading detection, and removing forensic evidence. Further, such tools and techniques, as well as the sources and targets of such cyberattacks and other data security incidents, change frequently and are often not recognized until such attacks are launched or have been ongoing for a period of time. All of the foregoing factors may limit our and our Third-Party Providers’ ability to identify, investigate, remediate and recover from the effects of cyberattacks and other data security incidents in a timely manner, or at all. Some of our systems are not fully redundant and our disaster recovery planning and business interruption insurance may not be sufficient for all eventualities. Any damage, failure or other incident relating to our information technology systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. In addition, such events could result in a need for costly repair, upgrade or replacement of systems, or a decrease in, or in the collection of, royalties paid to us by our franchise owners. To the extent that any cyberattack or other data security incident, or any failure of our disaster recovery and business continuity plans, were to result in damage to our information technology systems, including our web and/or mobile applications, or the unauthorized access to, or use or disclosure of personal, confidential, sensitive or other regulated

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information, we could be subject to claims from affected customers for monetary recourse or other remedies for their losses or otherwise incur liability which could materially affect the operation of our business, our financial condition, and results of operations. For further information, see “—Our and our franchise owners’ Third-Party Providers’ inability or failure to execute a comprehensive business continuity plan following a disaster or force majeure event could have a material adverse impact on our business.” and “—Any actual or perceived cyberattacks or other data security incidents with respect to our or our Third-Party Providers’ operations, systems or applications, including the Jersey Mike’s mobile applications, or resulting in the unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information, may adversely affect our business.”

We cannot be certain that our existing or future insurance coverage will be adequate for such liabilities, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. Any of the foregoing could adversely affect our reputation, brand, business, financial condition, results of operations, and prospects.

Any actual or perceived cyberattacks or other data security incidents with respect to our or our Third-Party Providers’ operations, systems or applications, including the Jersey Mike’s mobile applications, or resulting in the unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information, may adversely affect our business.

In the ordinary course of our business, we and our Third-Party Providers on our behalf collect, use, store, retain, adapt, alter, disclose, transfer, transmit, protect and otherwise process (collectively, “Process”) personal information (which may also be referred to as “personal data”, “personally identifiable information” or similar terms) of actual and prospective customers, business contacts, employees, franchise owners and others, and other confidential, sensitive or regulated information, including credit and debit card numbers. Our ability to effectively manage our business depends on the proper function, availability and security of our and our Third-Party Providers’ information technology systems and the secure Processing of such information.

As with many other large retail businesses, we and our Third-Party Providers have been, and likely will continue to be, the target of attempts to compromise our information technology systems and data, including those that result in loss of, or unauthorized use of or access to, personal, confidential, sensitive, or other regulated information. While we continue to make significant investments to protect against cyberattacks and other data security incidents, including physical and technological security measures, employee training, and third-party services designed to protect our personal, confidential, sensitive, or other regulated information, the measures that we and our Third-Party Providers have implemented may not be effective. For further information on cybersecurity risks, see “—We and our franchise owners rely on information technology systems to process transactions and manage our business, and a disruption or a failure of such systems or issues with our key technology providers or technology could harm our ability to effectively manage our business and/or result in the loss of customers.”

Any cyberattack or other data security incident, including any resulting in the unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information could result in widespread negative publicity, damage to our reputation, a loss of customers or business partners, disruption of our business, diversion of management attention, costly investigations and remediation efforts, notification requirements and/or legal liabilities, including legal claims or proceedings, regulatory enforcement actions, civil or criminal penalties, fines, liability under data privacy and cybersecurity laws, regulations and other obligations, breach of contract claims, and additional reporting requirements. Additionally, defending against claims or litigation based on any actual or perceived cyberattacks or other data security incidents, including those resulting in unauthorized access to or improper loss, use or disclosure of personal, confidential, sensitive or other regulated information, regardless of their merit, could be costly and divert management’s attention. Any of the foregoing could adversely affect our reputation, brand, business, financial condition, results of operations, cash flows, and prospects. For further information, see “—Our or our Third-Party Providers’ actual or perceived failure to comply with complex and evolving laws and regulations and other legal obligations relating to privacy, data protection, cybersecurity, email and telephone marketing and/or the Processing of personal information could adversely affect our business, financial condition, results of operations, cash flows, and prospects.”

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There are numerous U.S. federal, state, local, and foreign laws, regulations and other legal obligations regarding privacy, data protection, cybersecurity and email and telephone marketing that govern the Processing of personal information and other types of information. We and our Third-Party Providers Process significant amounts of personal, confidential, sensitive and other regulated information relating to our actual and prospective customers, business contacts, employees, franchise owners and others, which subjects us to complex and evolving global laws, regulations, and other legal obligations.

While we strive to comply with applicable laws, regulations and other legal obligations, we may at times fail to do so or be alleged to have failed to do so. At the U.S. federal level, we are subject to, among other laws and regulations, the rules and regulations promulgated under the authority of the U.S. Federal Trade Commission (“FTC”) which regulates unfair or deceptive acts or practices. If our public statements about our Processing of personal information—whether made through our privacy policies, information provided on our website, press statements, or otherwise—are alleged to be deceptive, unfair, or misrepresentative of our actual practices, we may be subject to potential government investigations and enforcement actions, including by the FTC or relevant state attorneys general. There is also discussion from time to time in the U.S. Congress of a new comprehensive federal data privacy law to which we may become subject, if enacted, which may add additional complexity, conflicting requirements, additional restrictions, and potential legal risk. At the U.S. state level, we are subject to various regulations and other legal obligations such as consumer protection statutes and comprehensive privacy laws such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act, the “CCPA”). The CCPA broadly defines personal information, and gives California residents expanded privacy rights and protections, such as the right to request deletion of personal information collected about them and the right to opt out of the sharing or sale of personal information and provides for civil penalties and statutory damages for certain violations. Many other states have enacted comprehensive consumer privacy laws that impose obligations on covered businesses and provide individuals certain rights with respect to their personal information. Additionally, foreign laws and regulations such as the EU and UK versions of the General Data Protection Regulation, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and various provincial laws in Canada may apply to our current and future business operations and activities offered to non-U.S. residents. The expansion of our business into new jurisdictions could impose additional requirements with respect to the Processing of data and could limit our marketing activities or otherwise impose changes to our business operations. The existence of comprehensive privacy laws and regulations in various jurisdictions will make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for non-compliance. In addition to the foregoing laws and regulations, we are also subject to related industry standards, including the standards and technology currently used for transmission and approval of electronic payment transactions are determined and controlled by the payment card industry, known as the PCI DSS. If we, our franchise owners or Third-Party Providers fail to comply with these standards or if a third party circumvents our data security measures or those of our franchise owners or Third-Party Providers, we, our franchise owners or Third-Party Providers could be exposed to litigation, liability, reputational harm, fines from the payment card companies and increased costs, which could impact our results of operations.

Moreover, if we suffer a cyberattack or other data security incident impacting personal information, there may be obligations to notify government authorities or data subjects, which may divert our time and effort and entail substantial expense and other liabilities. Each of the 50 U.S. states and the District of Columbia requires companies to provide notice under certain circumstances to consumers whose personal information has been impacted as a result of a data breach. Additionally, we may be required to disclose personal information pursuant to demands from individuals, regulators, government agencies, and law enforcement agencies in various jurisdictions with conflicting privacy and security laws and regulations, which could result in a breach of privacy and data protection policies, notices, rules, court orders, laws and regulations.

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Additionally, we rely on a variety of marketing techniques to engage customers, including email, text messages, social media marketing and postal mailings, and we are subject to various laws and regulations that govern such marketing and advertising practices conducted by telephone, email, mobile devices and the internet that are applicable to our business. These laws include the Telephone Consumer Protection Act (the “TCPA”), its state law equivalents, and the Controlling the Assault of Non‑Solicited Pornography and Marketing Act (the “CAN-SPAM Act”). The TCPA places certain consumer consent requirements and other restrictions on communications with consumers by calls, faxes, and text messages. The CAN-SPAM Act requires providing an opt-out mechanism in connection with the transmission of commercial emails for receiving future commercial emails from the sender.

We are also subject to evolving U.S. federal and state and foreign laws and regulations regarding the use of third-party cookies, pixels, and other methods of online tracking, which regulate the level of consumer notice and consent required before a company can employ cookies, pixels, or other electronic tracking tools or the use of data gathered with such tools. Some of our data Processing practices may be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, or via third-party marketing cookies, pixels or similar technology. Recently, these practices have been subject to increased challenges by class action plaintiffs, as a number of recent lawsuits have pled claims under such privacy legislation alleging wiretapping, eavesdropping, recording and invasion of privacy through the use of marketing pixels, analytics software, session replay technology, voice recording (including the recording of calls from franchise owners and customers), and live chat functionality. Such demands could allow for the recovery of statutory damages on a per violation basis, which could be significant depending on the volume of data and the number of violations.

The scope of laws and regulations governing privacy, data protection, cybersecurity, email and telephone marketing and/or the Processing of personal information is expanding and evolving, subject to differing interpretations, may be inconsistent among jurisdictions, or conflict with other rules or legal obligations. Because the interpretation and application of such laws and regulations are uncertain, it is possible that they may be interpreted and applied in a manner that is inconsistent with our existing data Processing practices or the features of our products or platforms. Compliance with current and future laws, regulations and other legal obligations, including any amendments thereto, governing privacy, data protection, cybersecurity, email and telephone marketing and/or the Processing of personal information requires, and may in the future require, significant time, resources, and expense, as will the effort to monitor whether additional changes to our business practices and our backend configuration are needed, all of which may increase operating costs, delay or impede the development of new products or limit our ability to operate or expand our business. While we strive to comply with current and emerging privacy laws, regulations and other legal obligations, there is no assurance that our compliance efforts will be adequate, and regulatory authorities may interpret or apply these laws and regulations in ways that were not previously known to us or that differ from our own interpretation and application. Any actual or perceived failure by us or our Third-Party Providers to address or comply with these laws, regulations or other legal obligations, could expose us to regulatory scrutiny, investigations, proceedings or actions against us by governmental entities or others, legal liability, fines and penalties, judgments, result in loss of consumer confidence, erosion of consumer trust, reputational harm or negative publicity, require us to change our business practices or modify our solutions or features, increase the costs and complexity of compliance, and result in other business, financial and operational impacts.

We may not be able to manage our supply chain and distributor agreements effectively, which may adversely affect store operations.

There is risk in our ability to effectively scale production and processing and effectively manage our supply chain requirements and distributor agreements. As we continue to grow our business, if we or our franchise owners are unable to obtain the desired amount of ingredients from these suppliers, we may be forced to modify menu offerings or our recipes, manage ingredient shortages or outages at certain locations or across stores, or obtain ingredients from different suppliers that may be at a higher cost or may be of a lower quality than original ingredients. Any of these changes could result in changes to the food taste and quality of products sold at stores and could be less appealing to our customers, and any increase in costs could have an adverse impact on our and our franchise owners’ profitability and store operations.

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We must accurately forecast demand for each of our menu offerings to ensure that our partners have adequate available manufacturing capacity, supply and distribution of meat, produce, and other products to our franchised stores. Our forecasts are based on multiple assumptions, which may cause our estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity and quantities from our distributors, suppliers, and manufacturing partners in order to meet demand, which could prevent us from meeting customer demand and harm our brand and our business. When we launch a new product, our initial assumptions on demand for such product may need to be refined as we see how our customers respond.

We must also continuously monitor our inventory against forecasted demand. If we underestimate demand, we and our franchise owners risk having inadequate supplies. On the other hand, if we and our franchise owners have too much food inventory on hand, it may reach or near its expiration date and become unusable. If we and our franchise owners are unable to manage supply chains effectively, our and our franchise owners’ operating costs could increase and our and our franchise owners profit margins could decrease.

In order to maintain quality-control standards and consistency among stores, our franchise agreements obligate our franchise owners to obtain food and other supplies from pre-approved distributors and suppliers. While our supplier relationships were more concentrated historically, we have established and continue to establish relationships with additional regional and/or secondary suppliers for a number of our products. In this regard, a group of suppliers and our distributors provide us and our franchise owners with meat, produce, other food products, beverages, food packaging materials, and paper goods, and the distribution of such products to our stores. In addition, pursuant to our supplier programs with certain major food and beverage suppliers and distributors, we receive payments based on the dollar volume of food and beverage purchases and cases delivered, which are generally correlated with franchised store sales. We and our franchise owners bear risks associated with the timeliness, solvency, reputation, labor relations, freight costs, price of raw materials, and compliance with health and safety standards of each supplier and distributors. We have little control over such suppliers or distributors. Disruptions in these relationships may reduce franchised and company-owned store sales and, in the case of reduced franchise owner sales, our royalty income. Overall difficulty of suppliers meeting store product demand, interruptions in the supply chain, obstacles or delays in the process of renegotiating or renewing agreements with preferred suppliers or distributors, financial difficulties experienced by suppliers or distributors, or the deficiency, lack, or poor quality of alternative suppliers or distributors could adversely impact franchised and company-owned store sales, which could materially adversely affect our business, financial condition, and operating results and, in the case of reduced franchise owner sales, would reduce our royalty revenue. In addition, our focus on a limited menu could make these consequences more severe. Finally, if we are unable to successfully extend, renew or replace supplier programs on terms as favorable as existing arrangements our business, financial condition, and results of operations could be materially adversely affected.

Although we believe that alternative supply and distribution are available, we may not be able to easily locate replacement suppliers or distributors who provide ingredients or products that meet our high-quality standards. Any failure to timely replace or engage suppliers or distributors who meet our specifications has in the past and could again increase our and our franchise owners’ expenses, cause delays in deliveries of food and other products, and cause food and item shortages for production and at stores. A shortage at a store could, in turn, cause such store to remove items from its menu. If that were to happen, affected stores could experience significant reductions in sales during the shortage and thereafter, if customers change their dining habits as a result. Alternatively, if we are required to lower or otherwise change our specifications in order to obtain sufficient supply, it could impact the taste and quality of the food, which could in turn impact demand for such food and offerings. Our focus on key food products would make the consequences of a shortage of such product, or a change in the quality of our products, more severe. In addition, we cannot guarantee that we will be able to identify or negotiate with alternative suppliers or distributors on terms that are commercially reasonable to us.

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Moreover, given that we do not control the businesses of our suppliers and distributors, our efforts to specify and monitor the standards under which they perform may not be successful. Certain food items are perishable and/or may be contaminated, adulterated or misbranded, and we and our franchise owners have limited control over whether these items will be delivered to us in appropriate condition for use in our stores. We and our franchise owners may not detect any such contamination, adulteration or misbranding, particularly contamination with microbiological pathogens, such as E.coli, Salmonella, and Listeria. Indemnification obligations from our suppliers and distributors in such circumstances may be limited and, to the extent our suppliers and distributors are obligated to indemnify us, we could still incur losses if our suppliers are unable or refuse to satisfy such indemnification obligations to us. If any of our distributors or suppliers perform inadequately, or our distribution or supply relationships are disrupted for any reason, our and our franchise owners’ business, financial condition, and results of operations could be materially adversely affected.

Our use of AI Technologies in our business may result in financial and reputational harm or otherwise result in liability.

We are beginning to use AI Technologies in our business. As with many innovations, our use of AI Technologies presents additional risks and challenges that could affect its adoption and therefore our business. AI Technologies are complex and rapidly evolving, as is the regulatory landscape that governs them. The full extent of current or future risks related to AI Technologies is not possible to predict and we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes. Our efforts to integrate AI Technologies into our business may result in additional costs, unintended consequences, or other complications. For example, the models underlying the AI Technologies that we develop or use may be: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we and/or the providers of such data do not have sufficient rights or otherwise have not implemented sufficient legal compliance measures (including with respect to the Processing and protection of such data); used without sufficient oversight and governance to ensure their responsible and ethical use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues. Additionally, there may also be uncertainty around the ownership, validity and enforceability of our rights in intellectual property that is created in connection with our use, development, and deployment of AI Technologies or that is input into AI Technologies by our employees or agents. Reliance on Third-Party Providers for the development and maintenance of any AI Technologies, as well as Third-Party Providers who use AI Technologies in connection with our business, could also increase our risk of exposure to the foregoing because we have little or no insight into the third-party content and materials used to train such AI Technologies or the third-party measures to address the foregoing risks. Any of the foregoing factors could adversely affect our and our franchise owners’ business, financial condition, and results of operations.

The emergence of new laws or regulations, or changes to existing laws or regulations, or their interpretation or implementation, could impede our use of AI Technologies and may make it more difficult to operate our business. Additionally, the rapid evolution and increased adoption of AI Technologies and our obligations to comply with emerging laws and regulations may increase scrutiny from or actions by regulators, consumer groups or other third parties, increase the scope of regulation or government restrictions applicable to our business, or subject our business to increased risks of litigation or other claims alleging violation of intellectual property, privacy or other rights, harm to individuals or the violation of laws, regulations or contractual obligations. Such new or enhanced governmental or regulatory scrutiny, litigation or other claims may adversely affect our business, financial condition, and results of operations.

In light of the increased public interest and technological advancements in AI Technologies and other similar technologies, our delay in efficiently incorporating such technologies into our business at the same pace or as effectively as our competitors may result in our competitors obtaining significant competitive advantages over us, such that our competitiveness could be materially and adversely impacted and result in the deterioration of our financial performance. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI Technologies, which may result in the loss of customers or otherwise adversely affect our business. Incorporating AI Technologies into our business may prove to be unsuccessful, require substantial resources to be expended, divert the attention of our management, or may otherwise adversely impact our reputation or the performance of our products or services. Any of the foregoing factors could adversely affect our business, financial condition, and results of operations.

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Economic factors and customer behavior trends, which are uncertain and largely beyond our control, may adversely affect customers’ behavior and our ability to maintain or increase sales at Jersey Mike’s stores.

The restaurant industry depends on customers’ discretionary spending, which is affected by macroeconomic conditions that are beyond our control, such as depressed economic activity, recessionary economic cycles, inflation, customers’ income levels, financial market volatility, investment losses, reduced access to credit, increased levels of unemployment, slow or stagnant pace of economic growth, increased energy costs, interest rates, social unrest, political dynamics, and other economic factors that may negatively affect the restaurant industry. A deterioration in economic conditions could adversely impact consumer demand and our financial results in future periods.

Customers’ preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected. Therefore, sales volumes in Jersey Mike’s stores could decline if customers choose to reduce the amount they spend on meals or choose to dine out less frequently. If negative economic conditions persist for a prolonged period or become pervasive, customers’ changes to their discretionary spending behavior that would otherwise be transitory, including the frequency with which they dine out, may become permanent, which could have a material adverse effect on our business, financial condition, and results of operations.

Changes in food and supply costs could materially adversely affect our results of operations.

Increases in food costs and other commodities could have an adverse impact on our business, financial condition and results of operations. There are no established fixed price markets for meats and other food products and supplies such as packaging, food preparation, cleaning, and other products. As a result, our franchise owners are subject to prevailing market conditions and remain susceptible to volatility in food and supply costs. Although we employ various mechanisms to mitigate commodity pricing volatility, material increases in the prices of the ingredients most critical to our menu could adversely affect our operating results. Commodity costs may increase due to factors beyond our control, including, but not limited to, war, military actions, seasonal fluctuations, inclement weather conditions, energy costs, feed prices, diseases that affect livestock or produce, foodborne illnesses, contamination, labor shortages, industry demand, food safety concerns, and product recalls. Our franchise owners may not be able to adjust prices or make other operational adjustments to sufficiently offset the impact without negatively impacting consumer demand, which in turn could negatively impact our royalties.

We and our franchise owners may face increases in labor costs, labor shortages, and difficulties in identifying, hiring, training, motivating, and retaining the right employees.

Our and our franchise owners’ success depends on our and their ability to identify, hire, train, motivate, and retain our and their respective employees who understand and appreciate our culture and are able to effectively represent the Jersey Mike’s brand. Franchise owners’ employees are not our employees. If we and our franchise owners are unable to identify, hire, train, motivate, and retain our and their respective employees, store operations may be negatively impacted and our expansion into new markets could be delayed. The restaurant industry generally has a high turnover rate for various reasons including unionization, rising labor costs and legislation. We continue to take, and expect our franchise owners to continue to take, a number of steps in order to manage turnover; however, we cannot be certain that these efforts will be effective in managing turnover rates. Furthermore, if our and/or our franchise owners’ employees decide to and successfully unionize, this could result in an increase in labor and other costs, and disruptions to store operations, as well as impact the speed at which we can make changes to the franchise program. In addition, our and our franchise owners’ responses to any union organizing efforts could negatively impact how the Jersey Mike’s brand is perceived and have adverse effects on our business and expose us and our franchise owners to legal risk.

The market for qualified talent is competitive, and we and our franchise owners must provide increasingly attractive wages, benefits, and workplace conditions to retain qualified employees, particularly with respect to store managerial positions for which the pool of qualified candidates can be small. Increases in wage and benefits costs, including as a result of increases in minimum wages and other governmental regulations affecting labor costs, have in the past and may in the future significantly increase our and our franchise owners’ labor costs and operating expenses and make it more difficult to fully staff our and our franchise owners’ stores. From time to time, legislative proposals are made to increase the minimum wage at the U.S. federal, state, and local levels, such as California Assembly Bill No. 1228, which was signed into law in September 2023 and which increases the state’s minimum wage and creates

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a Fast Food Council to set minimum wages and recommend regulations to address working conditions and other matters in the broadly defined fast food industry. Any wage increases and/or expansion of benefits mandates will have a particularly significant impact on our and our franchise owners’ labor costs. In addition, our suppliers, distributors, and franchise owners may be similarly impacted by wage and benefit cost inflation, and many have or will increase their prices for goods and services in order to offset their increasing labor costs.

Furthermore, precise workforce planning has become more complex for us and our franchise owners to maintain appropriate staffing and to hire and train new staff. In particular, several jurisdictions in which there are Jersey Mike’s stores, including New York City, have implemented “Fair Workweek” legislation, which requires fast food employers to provide employees with specified notice in scheduling changes and pay premiums for changes made to employees’ schedules, among other requirements. The regulations are often complex to administer and have evolved over time and may continue to do so. Furthermore, similar legislation may be enacted in other jurisdictions in which there are Jersey Mike’s stores now or in the future. Such regulatory structures have in the past and may in the future, result in increased costs, both in terms of ongoing compliance and resolution of alleged violations.

If we and our franchise owners fail to hire, motivate, and retain our and their respective employees, experience higher labor costs, and/or fail to appropriately plan workforce supply and demand for any of the reasons described above, our and our franchise owner’s ability to open new stores and grow sales at existing stores may be adversely affected.

Our success depends on our ability to attract, develop, and retain our management team and key employees.

Our success depends largely upon the continued service of our executive leadership team and other key management personnel. Members of our leadership team, both individually and as a group, play an integral role in the development and growth of our company. We also rely on our leadership team in setting our strategic direction, spearheading innovation, operating our business, managing vendor relationships, identifying, recruiting, and training key personnel, identifying expansion opportunities, arranging necessary financing, and leading general and administrative functions. From time to time, there may be changes in our senior management team, which could disrupt our business. Moreover, the replacement of one or more of our leadership team or other key management personnel could involve significant time and expense and may significantly delay or prevent the achievement of our business objectives. In addition, we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all. If we are unable to attract, hire, retain, and incentivize sufficiently experienced and capable management personnel, our business and financial results may suffer.

Damage to our reputation could negatively impact our business, financial condition, and results of operations.

We believe we have built our reputation on high quality food, value, and service, and we must protect and grow the value of our brand to continue to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. For example, our brand value could suffer, and our business could be adversely affected if customers perceive a reduction in the quality and safety of our food, value, or service or otherwise believe we have failed to deliver a consistently positive experience. Our brand value may also suffer if customers experience a foodborne or other illness that they believe is the result of consuming food at Jersey Mike’s stores, regardless of whether the illness was, in fact, caused by consuming food sold by Jersey Mike’s. We may also be adversely affected by customers’ experiences with third-party delivery from Jersey Mike’s stores.

We may be adversely affected by news reports or other negative publicity regarding us, our brand, any spokesperson (e.g., Danny DeVito or Eli Manning), our suppliers or vendors, or franchise owners, regardless of their accuracy or any real or perceived connection to our food, stores or brand, regarding food quality issues, public health concerns, illness, safety, injury, cyberattacks and other data security incidents (including with respect to confidential customer or employee information), employee related claims relating to alleged employment discrimination, wage and hour violations, labor standards or health care and benefit issues, public health department inspections and food safety rating and grading of Jersey Mike’s stores, or government or industry findings concerning Jersey Mike’s stores, stores operated by other food service providers, or others across the food industry supply chain. The risks associated with such negative publicity cannot be eliminated or completely mitigated and may materially affect our business, financial condition, and results of operations.

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The availability of information on social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including proprietary or inaccurate information, is seemingly limitless and readily available. Information posted may be averse to our interests and may be inaccurate, each of which may harm our performance, prospects, brand, or business. The harm may be immediate without affording us an opportunity for redress or correction. Other risks of social media use include the association with controversial celebrities or influencers. The perception of our social media campaigns, or the inappropriate or illegal use of social media by our influencers, customers, our franchise owners, or employees, may materially adversely affect our reputation, business, financial condition, and results of operations.

Our inability or failure to utilize, recognize, respond to, and effectively manage the immediacy of social media could have a material adverse effect on our business.

Social media and internet-based communication or review platforms give individual users immediate access to a broad audience. These platforms can also facilitate rapid dissemination of negative publicity, such as negative customer or employee experiences. Adverse publicity, regardless of its accuracy, concerning Jersey Mike’s stores and our brand, may be shared on such platforms at any time and have the potential to quickly reach a wide audience. The availability of information on social media platforms is virtually immediate as is its impact. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. The resulting harm to our reputation from negative publicity on social media may be immediate, without affording us an opportunity to correct or otherwise respond to the information or circumstance that is the subject of such publicity. Such platforms also could be used for dissemination of confidential or proprietary information, such as trade secrets, thus comprising valuable company assets. It is challenging to monitor and anticipate developments on social media in order to effectively and timely respond and our failure to do so, or to do so successfully, may have a material adverse effect on our business, financial condition, and results of operations.

However, social media platforms are a rapidly evolving and important marketing tool, which we utilize to help us engage with existing customers and potential customers. As the landscape of social media platforms develops, we must maintain our presence on existing platforms and establish a presence on emerging platforms. Many of our competitors are expanding their use of social media. Our continued success will depend on our ability to continuously innovate, evolve and develop our social media strategies to best maintain broad appeal with customers, brand relevance, and effectively compete with our peers, and we may not do so effectively. In addition, a ban of a social media platform, such as TikTok, on which we, and social media influencers that we partner with, have acquired significant followers, may adversely affect our ability to engage with customers and promote our brand.

There are a variety of additional factors associated with our use of social media that may harm our business and result in negative publicity, including the possibility of improper disclosure of proprietary information, exposure of personally identifiable information of employees or customers, the failure by us, employees or our franchise owners’ to comply with applicable law and regulations, any inappropriate use of social media platforms by our franchise owners, our employees and/or franchise owners’ employees, or influencers, as well as fraud, hoaxes, or malicious dissemination of false information. Such inappropriate use of social media could lead to litigation or result in negative publicity that could damage our reputation.

Our marketing programs may not be successful.

We intend to continue to invest in marketing efforts that we believe will attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, if these initiatives are not successful, we may engage in additional promotional activities to attract and retain customers, including our membership rewards program and buy-one get-one offers and other offers for free or discounted food, and any such additional promotional activities could adversely impact our results of operations.

We also plan to continue to emphasize mobile and other digital ordering, delivery and pick-up orders, and catering. These efforts may not succeed to the degree we expect or may result in unexpected operational challenges that adversely impact our costs. We may also seek to introduce new menu items that may not generate the level of sales we expect. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to. Should our competitors increase spending on marketing and advertising, or our marketing funds decrease for any reason, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our business, results of operations and financial condition.

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We and our franchise owners are, from time to time, the subject of, or potentially the subject of, complaints or litigation, including customer claims, class-action lawsuits, personal-injury claims, product liability claims, food safety and marketing claims, environmental, health, and safety claims, intellectual property claims, employee claims regarding workplace matters such as wage-related or workforce scheduling claims, allegations of improper termination, harassment, discrimination and claims related to violations of laws, such as the Americans with Disabilities Act of 1990, religious freedom laws, the Fair Labor Standards Act, other employment-related laws, the Occupational Safety and Health Act, the Employee Retirement Income Security Act of 1974, as amended, and advertising laws. As a publicly traded company, we may also be subject to claims regarding our securities. Each of these claims may increase our and our franchise owners’ costs, limit the funds of our franchise owners available to make royalty payments and reduce the execution of new franchise agreements. Litigation against a franchise owner or its affiliates by third parties or regulatory agencies, whether in the ordinary course of business or otherwise, may also include claims against us by virtue of our franchisor/franchise owner relationship with the defendant-franchise owner, whether under vicarious liability, joint employer, or other theories. For additional information, see “Business—Environmental, Health and Safety Regulation.”

We may also be subject to claims that our advertising is deceptive, false misleading and unfair. Competitors, regulatory authorities, self-regulatory authorities or customers may assert that advertising or marketing by us or our franchise owners is deceptive, false, misleading, or unfair. Additionally, franchise owners could assert that our advertising or marketing of our franchises is deceptive, false, misleading, or unfair. Any claim challenging our advertising as deceptive, false, misleading, or unfair, with or without merit, could be time-consuming, expensive to litigate, and could divert the attention of our management team, even if we were ultimately successful. Litigation related to advertising is inherently uncertain due to the complex issues it raises with regard to consumer perception and alleged harm to the competitor, consumer, or franchise owner. Any claims successfully brought against us could subject us to significant liability for damages, and we may be required to discontinue or modify our advertising and marketing materials, including, without limitation on our website, media platforms, social media, in-store displays, and product packaging, causing significant expense and disruption to our business. Such liability could also result in changes to our advertising and marketing that increase costs or reduces the effectiveness or profitability of our advertising and marketing campaigns. Additionally, disputes related to our advertising or marketing practices could cause reputational harm.

Regardless of whether any claim brought against us or a franchise owner in the future is valid or whether we or they are liable, the outcome of litigation is inherently uncertain and such a claim could be expensive to defend and may divert time, money and other valuable resources away from our or their operations and, thereby, hurt our business. We may also have contractual obligations to third parties for costs they incur in connection with such litigation. In addition, the ability of a defendant-franchise owner to make royalty payments in the event of such claims may be decreased and adverse publicity resulting from such allegations may materially adversely affect us and the Jersey Mike’s brand, regardless of whether these allegations are valid or whether we or they are liable. Our international business may be subject to additional risks related to litigation, including difficulties in enforcement of contractual obligations governed by foreign law due to differing interpretations of rights and obligations, compliance with multiple and potentially conflicting laws, new and potentially untested laws and judicial systems, and reduced or diminished protection of intellectual property. A substantial judgment against us could materially adversely affect our business, financial condition, and results of operations. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to any of these or other matters, or we may not have obtained insurance coverage for particular situations. A substantial judgment, or judgment or other liability in excess of our or our franchise owners’ available insurance coverage, resulting from claims could materially adversely affect our business, financial condition, and results of operations.

Changes to current law with respect to the assignment of liabilities in the franchise business model could materially and adversely affect our profitability.

One of the legal foundations fundamental to the franchise business model has been that, absent special circumstances, a franchisor is generally not responsible for the acts, omissions or liabilities of its franchise owners. In recent years, established law has been challenged and questioned by the plaintiffs’ bar and certain regulators, and the outcome of these challenges and new regulatory positions remains unknown. If these challenges and/or new positions are successful in altering currently settled law, it could significantly change the relationship between us and our franchise owners and the way we and other franchisors conduct business and adversely impact our profitability.

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For example, a determination that we are a joint employer with our franchise owners or that our franchise owners are part of one unified system with joint and several liability under the National Labor Relations Act, statutes administered by the U.S. Equal Employment Opportunity Commission (the “EEOC”), U.S. Occupational Safety and Health Administration (“OSHA”) regulations and other areas of labor and employment law could subject us, along with our franchise owners, to liability for the unfair labor practices, wage-and-hour law violations, employment discrimination law violations, OSHA regulation violations and other employment-related liabilities of one or more of our franchise owners. Furthermore, any such change in law would create an increased likelihood that certain franchise networks would be required to employ unionized labor, which could impact franchisors like us through, among other things, increased labor costs and difficulty in attracting new franchise owners. In addition, if these changes were to be expanded outside of the employment context, we could be held liable for other claims against our franchise owners. If such changes occur, our operating expenses may increase as a result of required modifications to our business practices, increased litigation, governmental investigations or proceedings, administrative enforcement actions, fines, penalties and civil liability, which could materially and adversely affect our results of operations.

We may engage in litigation or arbitration with our franchise owners or be subject to investigations or litigation related to our franchise owners.

Although we believe we generally enjoy a positive business relationship with our franchise owners, the nature of the franchisor-franchise owner relationship may give rise to litigation or arbitration with our franchise owners. In the ordinary course of business, we are the subject of complaints or litigation from franchise owners, which may be related to alleged breaches of contract or wrongful termination under the franchise arrangements. We may also engage in future litigation or arbitration with franchise owners to enforce the terms of our franchise agreements and compliance with our brand standards as determined necessary to protect the Jersey Mike’s brand, the consistency of products and the customer experience, or to enforce our contractual indemnification rights if we are brought into a dispute involving a third-party due to the franchise owner’s or its employees’ alleged acts or omissions. We are also subject to the rules and regulations of the FTC and various state and provincial laws regulating the offer and sale of franchises. Regulators also take actions to enforce laws governing franchises and could investigate or litigate our franchise sales practices. In addition, we may be subject to claims by our franchise owners relating to our Franchise Disclosure Document (“FDD”) and the franchise sales process, including claims based on financial information in our FDD. Engaging in litigation, arbitration, or regulatory inquiries, even if claims or inquiries are not meritorious, may be costly and time-consuming and may distract management and materially adversely affect our relationships with franchise owners and our ability to attract new franchise owners. The outcome of litigation is inherently uncertain and any negative outcome of these or any other claims could materially adversely affect our results of operations as well as our ability to expand our franchise system and may damage our reputation and brand. Furthermore, existing and future franchise-related legislation could subject us to additional litigation risk in the event we terminate or fail to renew a franchise relationship. A substantial judgment, or judgment or other liability in excess of our available insurance coverage, resulting from claims could materially adversely affect our business, financial condition, and results of operations.

Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, new dietary and nutrition guidelines from the U.S. government, and new information or attention to prior opinions and guidance, or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our results of operations.

Government regulation, dietary and nutrition guidelines, new information regarding changes in the health effects of consuming our menu offerings or changes to laws or the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, the types of food packaging and other materials that we offer or laws and regulations requiring us to disclose the nutritional content of our food offerings may impact our business.

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Regulations may also continue to change as a result of new information and attitudes regarding diet and health. These changes may include regulations that impact the ingredients and nutritional content of our menu items. The U.S. federal government and a number of states, counties and cities, have enacted laws requiring multi-unit store operators to make certain nutritional information available to customers and/or legislation prohibiting the sales of certain types of ingredients in stores and packaged foods sold in such stores. The U.S. Food and Drug Administration (the “FDA”) also requires menus and menu boards for chain stores to include a succinct statement concerning suggested caloric intake (e.g., 2,000 calories a day is used for general nutrition advice, but calorie needs vary) and to provide additional written nutritional information upon request. In addition, the U.S. federal government and some states are considering regulations related to ultra-processed foods, including defining ultra-processed foods in a way that could negatively influence demand for our offerings or requiring warnings when certain ingredients appear in certain foods. Further, in January 2026, the U.S. federal government released new Dietary Guidelines for Americans, which advise Americans to avoid some foods that Jersey Mike’s stores offer. If consumers shift their eating habits away from products that we offer, such as chips, cookies, and processed meats, then such changes may result in decreased sales of certain products, reduced traffic to Jersey Mike’s stores, and may materially adversely affect our business, financial condition, and results of operations and cash flows.

Additionally, we may be required by governmental and regulatory authorities to limit the use of, or make disclosures regarding, any chemicals in our food packaging and other materials offered in Jersey Mike’s stores (e.g., paper straws) or we may decide to change our food packaging as a result of consumer preferences or concerns regarding any chemicals in our food packaging or other materials in Jersey Mike’s stores. If we are slow to respond to consumer demands for, or governmental or regulatory requirements for, such changes in food packaging and materials, we may experience an adverse effect on traffic, sales, and results of operations and be subject to regulatory actions.

The Patient Protection and Affordable Care Act (“PPACA”) establishes a uniform, federal requirement for certain stores to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require chain stores with 20 or more locations operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered stores to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. In addition, a number of states, counties, and cities have enacted menu labeling laws imposing requirements for additional menu and food packaging disclosures, such as sodium content. An unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings.

Leadership at the U.S. Department of Health and Human Services and the FDA, as well as the Make America Healthy Again movement, may pursue additional requirements for food offered in Jersey Mike’s stores or issue regulations or guidance that subjects the food industry to new requirements, including with respect to nutrition, chemicals, additives, and dyes. State regulators may also impose such additional requirements. Compliance with current and future laws and regulations regarding ingredients or components of our food, food packaging, and the nutritional content of our menu items may be costly and time-consuming. This is particularly the case if additional regulations are adopted at the state-level, as that would require us and our franchise owners to comply with a patchwork of regulations in contrast to a single set of federal regulations. Additionally, if consumer health regulations, consumer behaviors or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may experience higher costs associated with the implementation of those changes. Additionally, some government authorities are increasing regulations regarding trans-fats, sodium, ultra-processed foods, which may require us to alter menu offerings or switch to higher cost ingredients or may hinder our ability to operate in certain markets. If we fail to comply with these laws or regulations, our business could experience a material adverse effect.

We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or to adapt our menu offerings to trends in eating habits. We may also experience challenges in successfully implementing regulations and requirements, such as nutrient content disclosure requirements. The imposition of menu-labeling and other laws, regulations, and guidance aimed at reducing consumption of certain ingredients or the use of certain food packaging materials could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general.

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Franchised and company-owned stores are subject to U.S. federal, state, and local licensing, regulation and inspection by health, sanitation, food, occupational safety, and other agencies, which are subject to change from time to time. License requirements include those relating to the preparation and sale of food and beverages as well as food safety requirements. In addition, the development and operation of stores depends to a significant extent on the selection and acquisition of suitable locations, which are subject to zoning, land use, environmental, health and safety and other laws, regulations and requirements. Difficulties or failure to maintain, obtain, renew or comply with the required licenses, permits, and approvals could adversely affect existing stores and delay or result in the decision to cancel the opening of new stores, which would adversely affect our business, financial condition, and results of operations. For additional information, see “Business—Environmental, Health and Safety Regulation.” Additionally, stores may lose the ability to operate or be required to undertake remedial measures and corrective actions if they are inspected by public health, sanitation or other officials and are not in compliance with U.S. federal, state local or foreign requirements.

Various U.S. federal, state, and local employment and labor laws and regulations govern our and our franchise owners’ relationships with our and our respective employees. These laws and regulations relate to, among other matters, overtime, wage and hour requirements, unemployment tax rates, workers’ compensation rates, mandatory health benefits, healthcare laws, immigration status, and other wage and benefit requirements. Complying with these laws and regulations subjects us and franchise owners to substantial expense and non-compliance could expose us and franchise owners to significant liabilities. We and our franchise owners have incurred, and may in the future incur, legal costs to defend against, and have suffered losses from, these and similar cases. While the amount of losses and costs incurred to date for such matters has not had a material adverse impact on our financial results or results of operations, the amount of any future losses or costs could be significant.

We are also subject to the rules and regulations of the FTC and various state and provincial laws regulating the offer and sale of franchises. See “Business—Franchise Regulations” for additional information. In addition, our operations and those of our franchise owners are subject to various U.S. federal, state, and local laws and regulations, including the following:

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the Americans with Disabilities Act, which provides civil rights protections to individuals with disabilities in the context of employment, public accommodations, and other areas, including Jersey Mike’s stores;

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the laws and regulations of the FDA and the U.S. Department of Agriculture, which oversees the safety of the entire U.S. food system, including, but not limited to, inspections and mandatory food recalls, menu labeling, and nutritional content;

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the laws and regulations of state, county and local departments of health and agriculture, which oversee store and food safety;

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U.S. federal and state laws and regulations regarding consumers, including laws related to marketing, advertising, claims such as gluten free, gift cards and promotions;

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the EEOC, which is a federal agency that was established to administer and enforce civil rights laws against workplace discrimination;

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the U.S. Fair Labor Standards Act, which governs such matters as minimum wages and overtime;

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the U.S. Occupational Safety and Health Act, which governs worker health and safety;

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California’s FAST Act, which created a Fast Food Council to set, among other things, minimum wages and working condition standards in the broadly defined fast food industry; and

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California’s Proposition 65, otherwise known as the Safe Drinking Water and Toxic Enforcement Act of 1986, may, under certain circumstances, require us and our franchise owners to warn customers if products offered for sale or otherwise provided to customers as a part of our operations (such as paper receipts) contain certain chemicals known by the State of California to cause cancer or reproductive harm.

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All of these regulations impose obligations on us and our franchise owners, and any increase in our and our franchise owners’ obligations thereunder could increase costs of doing business and require us to make changes to our business model. Compliance with U.S. federal, state, and local laws and regulations, and new laws or changes in these laws, or regulations that impose additional requirements, can be costly (some or all of which costs may not be covered by insurance) and require significant expenditures, resources and attention from our senior management. Any failure, or perceived failure, to comply with laws or regulations could result in, among other things, revocation of required licenses, civil and criminal liability to us, our franchise owners or our and their personnel, higher employee turnover, and negative publicity, and could expose us and franchise owners to litigation, or governmental investigations, or proceedings, which could have a material adverse effect on our business, financial condition, and results of operations.

In addition, we are subject to the requirements of independent third-party certification organizations for certain of our products, such as certification of certain of our bread and dessert products as gluten free, to differentiate our products from others, and must comply with the requirements of such organizations or certification authorities in order to label our products as certified. If food or other products that we or our suppliers advertise with certain claims have claims that are not, in fact, accurate claims, then we may be subject to reputational damage, litigation and other proceedings, and enforcement actions from governmental and regulatory authorities, among other actions.

Increasing interest, expectations and evolving requirements with respect to social, governance and environmental sustainability matters and sustainable business practices could expose us to numerous risks and adversely affect our brand, business and operating results.

Many investors, members of the public and governmental and nongovernmental authorities, are focused on social, governance and environmental sustainability matters, such as climate change, greenhouse gas (“GHG”) emissions, packaging and waste, human rights, diversity, sustainable supply chain practices, animal health and welfare, deforestation, land, energy and water use and other corporate responsibility matters. In addition, we and our franchise owners are and may become subject to additional or changing rules, laws, and regulations and consumer or investor expectations with respect to social, governance and environmental sustainability matters, including in foreign jurisdictions as we expand internationally. In responses to such interest, expectations and/or requirements, we may establish goals, commitments or targets, take actions to meet such goals, commitments or targets, and/or provide disclosure related to these matters.

There may be times where actual outcomes vary from those aimed for or expected and sometimes challenges or changes in circumstances may delay or block progress. These goals or commitments could be difficult and expensive to implement and the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace. We may be criticized for the accuracy, adequacy or completeness of disclosures and we are not able to mandate compliance by our franchise owners with any goals, commitments or targets that we may set. Further, goals, commitments or targets may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, assumptions that are subject to change, and other risks and uncertainties, many of which are outside of our control. Even if we achieve goals, commitments or targets that we may set, we may not realize all or any of the benefits that we expected at the time they were established. If our progress, outcomes, or disclosure related to any goals, commitments or targets that we may set do not meet stakeholder expectations, consumer and investor trust in our brand may suffer, which could diminish the value of our brand and adversely affect our business.

Furthermore, we are subject to a variety of sustainability-related rules and regulations promulgated by a number of governmental, regulatory, and self-regulatory organizations. Sustainability-related rules and regulations continue to evolve in scope and complexity, and the increase in costs to comply with such evolving rules and regulations, as well as any risk of non-compliance, could adversely impact our business, financial condition, and results of operations. For example, several states in the U.S. have enacted legislation to reduce single use packaging, utensils, and smallware and/or to establish extended producer responsibility programs, which are designed to transfer the cost of disposal to manufacturers or distributors of such products. In addition, certain federal and state regulators have proposed, passed or implemented new laws or regulations relating to sustainability or supply chain-related matters, which have resulted in or are likely to result in increased general, legal and administrative expenses and increased management time and attention spent complying with such regulations or laws. For example, California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act (SB 253 and SB 261), require the disclosure of GHG emissions and management of climate-based financial risk. SB 253 and SB 261 are currently subject to ongoing legal

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challenge, and SB 261 is currently stayed. Other states have advanced or are considering similar legislation. In addition to the cost associated with the increased administrative and legal burden of complying with any such regulations, any failure or perceived failure to adequately meet our regulatory obligations could negatively impact our company.

Differing views of social, governance and environmental sustainability issues may also increase the risk that any goals, commitments or targets that we set and actions taken to achieve such initiatives could be viewed unfavorably by investors, activist groups, current and potential customers, employees, and other stakeholders. A growing number of U.S. states have enacted or proposed “anti-ESG” or “anti-diversity, equity, and inclusion” policies, legislation or initiatives, and have engaged in related litigation regarding sustainability matters. Such outcomes could negatively impact our business, financial condition, results of operations, and cash flows. In addition, some third parties may object to the scope or nature of any social, governance and environmental sustainability initiatives we undertake, which could give rise to criticism, governmental action or negative consumer sentiment that could adversely affect us and our brand value.

Risks Related to Our Indebtedness

Jersey Mike’s Funding, LLC, a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, is the master issuer (the “Master Issuer”) of the Securitization Notes. The Securitization Notes are secured by a security interest in substantially all of the assets of the Master Issuer and certain other limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company that act as guarantors (collectively, the “Securitization Entities”), subject to certain limitations as set forth in the indenture governing the Securitization Notes (the “Indenture”) and the related guarantee and collateral agreement. The assets of the Securitization Entities include substantially all of the revenue-generating assets of the Company and its subsidiaries other than the company-owned stores, which principally consist of franchise-related agreements, intellectual property and license agreements for the use of intellectual property.

The Securitization Notes contain a number of covenants, with the most significant financial covenant being a debt service coverage calculation. These covenants limit our ability and the ability of certain of our subsidiaries to, among other things: incur additional indebtedness; alter the business we conduct; make certain changes to the composition of our management team; and make other restrictive payments beyond specified levels; create or permit liens; dispose of certain assets; make certain investments; engage in certain transactions with affiliates; and consolidate, merge or transfer all or substantially all of our assets.

The Securitization Notes also require us to maintain specified financial ratios. Our ability to meet these financial ratios can be affected by events beyond our control, and we may not satisfy such a test. A breach of these covenants could result in a rapid amortization event or default under the Securitization Notes. If amounts owed under the Securitization Notes are accelerated because of a default and we are unable to pay such amounts, the investors may have the right to assume control of substantially all of the securitized assets. If a rapid amortization event occurs under the Indenture (including, without limitation, upon an event of default under the Indenture or the failure to repay the Securitization Notes at the end of the applicable term), the funds available to us would be reduced or eliminated, which would in turn reduce our ability to operate or grow our business and materially adversely affect our financial condition or results of operations.

If we are unable to refinance or repay amounts under the Securitization Notes prior to the expiration of the applicable term, our cash flow would be directed to the repayment of the Securitization Notes and, other than management fees sufficient to cover minimal selling, general and administrative expenses, would not be available for operating our business. No assurance can be given that any refinancing or additional financing will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our access to capital is affected by prevailing conditions in the financial and capital markets and other factors beyond our control. There can be no assurance that market conditions will be favorable at the times that we require new or additional financing.

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Our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk upon refinancing and prevent us from meeting our debt obligations.

As of March 29, 2026, we had $2.1 billion in outstanding fixed rate debt. Our indebtedness could have adverse consequences, including:

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increasing our vulnerability to adverse economic, industry or competitive developments;

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reducing cash available for deployment;

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making it more difficult for us to satisfy our obligations with respect to our indebtedness, which could result in an event of default under the agreements governing such indebtedness;

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limiting our ability to obtain additional financing at substantially similar economic terms; and

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limiting our flexibility in planning for, or reacting to, changes in our business or market conditions, which may place us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

In connection with the transfer of a contingent consideration liability related to the Sponsor Acquisition, we are subject to an earn-out arrangement providing for a maximum payment of $250 million after Jersey Mike's stores operational worldwide reach 4,000 locations or upon a change in control event. The contingent consideration liability was initially recorded by Submarine Buyer LLC at its estimated fair value of $ million using a probability-weighted analysis of expected payments. The earn-out is now expected to be paid by Jersey Mike’s Holdings subsequent to the IPO date.

Successful execution of our business strategy is dependent in part upon our ability to manage our capital structure to reduce or maintain low interest expense and enhance cash flow generation. In recent fiscal years, we have incurred increased interest expense as a result of increases in total debt and interest rates upon refinancing. If debt continues to increase and/or the interest rate on debt increases, it would adversely impact our results from operations and operating cash flow.

We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which would materially adversely affect our financial condition and results of operations.

Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. After completion of this offering, in addition to making such principal and interest payments on indebtedness, our principal uses of liquidity will also include taxes and payments under the tax receivable agreement. If our business does not generate sufficient cash flow from operations, in the amounts projected or at all, or if future borrowings are not available to us under our variable funding notes in amounts sufficient to fund our other liquidity needs, our financial condition and results of operations may be materially adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal amortization and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity investments. If we do refinance or restructure all or a portion of our indebtedness on or before maturity, we may not be able to do so on commercially reasonable terms, or at all. Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at such time. See “—The terms of our Securitization Notes through certain of our wholly-owned subsidiaries include restrictive terms, and our failure to comply with any of these terms could result in a default, which would have a material adverse effect on our business and prospects.”

Risks Related to Our Organizational Structure

Jersey Mike’s Subs Inc. is a holding company and its only material assets after completion of this offering will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings, and it

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is accordingly dependent upon distributions from Jersey Mike’s Holdings to pay taxes, make payments under the tax receivable agreement, and pay any dividends.

Jersey Mike’s Subs Inc. will be a holding company and after completion of this offering will have no material assets other than its ownership of equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. will have no independent means of generating revenue and intends to cause Jersey Mike’s Holdings to make distributions to its holders of Common Units, including Jersey Mike’s Subs Inc. and the Continuing Unitholders, in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the tax receivable agreement, and dividends, if any, declared by it. Deterioration in the financial condition, earnings, or cash flow of Jersey Mike’s Holdings and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that Jersey Mike’s Subs Inc. needs funds, and Jersey Mike’s Holdings is restricted from making such distributions under applicable law or regulation or under the terms of its financing arrangements, or is otherwise unable to provide such funds, such restriction could materially adversely affect Jersey Mike’s Subs Inc.’s liquidity and financial condition. There can be no assurance that Jersey Mike’s Holdings will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in any applicable debt instruments, will permit such distributions. Jersey Mike’s Holdings is currently subject to debt instruments or other agreements that restrict its ability to make distributions to us, which may in turn affect Jersey Mike’s Holdings’ ability to pay distributions to us and thereby adversely affect our cash flows.

Jersey Mike’s Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Common Units (including Jersey Mike’s Subs Inc.). Accordingly, Jersey Mike’s Subs Inc. will be required to pay income taxes on its allocable share of any net taxable income of Jersey Mike’s Holdings. Liability may be imputed for adjustments to a partnership’s tax return to the partnership itself in certain circumstances, absent an election to the contrary. Jersey Mike’s Holdings may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect. In addition, the income taxes on Jersey Mike’s Subs Inc.’s allocable share of Jersey Mike’s Holdings’ net taxable income will increase over time as the Continuing Unitholders exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock. Such increase in Jersey Mike’s Subs Inc.’s tax expenses may have a material adverse effect on our business, results of operations, and financial condition.

Under the terms of the amended and restated limited liability company agreement, Jersey Mike’s Holdings is obligated to make tax distributions to holders of Common Units (including Jersey Mike’s Subs Inc.) at certain assumed tax rates. These tax distributions in certain periods are likely to exceed Jersey Mike’s Subs Inc.’s tax liabilities and obligations to make payments under the tax receivable agreement. To the extent that we do not distribute such excess cash as dividends on our Class A common stock or otherwise undertake ameliorative actions between Common Units and shares of Class A common stock and instead, for example, hold such cash balances, our Continuing Unitholders (other than Jersey Mike’s Subs Inc.) may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following a sale or exchange of their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock, notwithstanding that such Continuing Unitholders may previously have participated as holders of Common Units in distributions by Jersey Mike’s Holdings that resulted in such excess cash balances at Jersey Mike’s Subs Inc.

Our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional Common Units at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing. Although we expect that our board of directors will take commercially reasonable measures to mitigate such excess cash benefit to the Continuing Unitholders, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders or take any such ameliorative actions. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

Payments of dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Amounts available to us to pay

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dividends may be limited by the terms of our Securitization Notes, and any financing arrangement that we enter into in the future may include restrictive covenants that limit our ability to pay dividends.

Our tax receivable agreement confers benefits upon certain of our pre-IPO owners.

Our tax receivable agreement confers benefits upon certain of our pre-IPO owners. Prior to the completion of this offering, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in certain Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to certain tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies, which Jersey Mike’s Subs Inc. acquires in connection with this offering, and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The existing tax basis, increases in existing tax basis, and the tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions available to Jersey Mike’s Subs Inc. and, therefore, may reduce the amount of tax that Jersey Mike’s Subs Inc. would otherwise be required to pay in the future. It is possible that the U.S. Internal Revenue Service (the “IRS”) may challenge all or part of the validity of such tax basis or other tax attributes covered by the tax receivable agreement, and a court could sustain such a challenge. Actual tax benefits realized by Jersey Mike’s Subs Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

The payment obligation under the tax receivable agreement is an obligation of Jersey Mike’s Subs Inc. and not of Jersey Mike’s Holdings. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired unless Jersey Mike’s Subs Inc. exercises its right to terminate the tax receivable agreement early, certain changes of control occur, upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement, or upon certain events of insolvency, in which case all obligations generally will be accelerated and due as if Jersey Mike’s Subs Inc. had exercised its right to terminate the tax receivable agreement. The payment to be made upon an early termination of the tax receivable agreement will generally equal the present value of payments to be made under the tax receivable agreement using certain assumptions. Payments under the tax receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners. While the amount of existing tax basis and anticipated tax basis adjustments and utilization of tax attributes, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, we expect the payments that Jersey Mike’s Subs Inc. may make under the tax receivable agreement will be substantial. Assuming: (i) a price of $ per share of our Class A common stock; (ii) a constant U.S. federal, state, and local corporate income tax rate of %; (iii) that we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following this offering, and assuming all Incentive Units are converted to Common Units and subsequently exchanged for shares of Class A common stock at an offering price of $ per share of Class A common stock (based on an assumed initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus), we estimate that we would, as a result of the Reorganization Transactions, the Offering Transactions and such hypothetical exchange, record a deferred tax asset of approximately $ million and that the aggregate non-current liability we would record based on our estimate of the aggregate amount that Jersey Mike’s Subs Inc. would pay under the tax receivable agreement is approximately $ million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related non-current liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) by Continuing Unitholders, and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

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In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.

Jersey Mike’s Subs Inc.’s payment obligations under the tax receivable agreement will be accelerated in the event of certain changes of control, upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement, upon certain events of insolvency, or if Jersey Mike’s Subs Inc. elects to terminate the tax receivable agreement early. The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to the lesser of (i) % per annum and (ii) one year SOFR (or its successor rate) plus basis points) of all future payments that holders of Common Units (including Common Units issued or that would have been issued upon conversion of vested Incentive Units) or other recipients would have been entitled to receive under the tax receivable agreement, and such accelerated payments and any other future payments under the tax receivable agreement will utilize certain valuation assumptions, including that Jersey Mike’s Subs Inc. will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement, that Jersey Mike’s Subs Inc. will have sufficient taxable income to fully utilize any remaining net operating losses subject to the tax receivable agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the five-year period after the early termination or change of control, and that any Common Units that have not been exchanged are deemed exchanged for the market value of the shares of Class A common stock at the time of acceleration. In addition, recipients of payments under the tax receivable agreement will not reimburse us for any payments previously made under the tax receivable agreement if the tax attributes or Jersey Mike’s Subs Inc.’s utilization of tax attributes underlying the relevant tax receivable agreement payment are successfully challenged by the IRS (although any such detriment would be taken into account as an offset against future payments due to the relevant recipient under the tax receivable agreement). Jersey Mike’s Subs Inc.’s ability to achieve benefits from any existing tax basis, tax basis adjustments, or other tax attributes, and the payments to be made under the tax receivable agreement, will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the tax receivable agreement early, payments under the tax receivable agreement could be in excess of % of Jersey Mike’s Subs Inc.’s actual cash tax benefits.

Accordingly, it is possible that the actual cash tax benefits realized by Jersey Mike’s Subs Inc. may be significantly less than the corresponding tax receivable agreement payments. It is also possible that payments under the tax receivable agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits. Furthermore, the distribution payments from Jersey Mike’s Holdings may be less than the required payments under the tax receivable agreement and/or Jersey Mike’s Holdings may not have available cash to make its pro rata share of distributions. There may be a material negative effect on our liquidity if the payments under the tax receivable agreement exceed the actual cash tax benefits that Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement and/or if distributions to Jersey Mike’s Subs Inc. by Jersey Mike’s Holdings are not sufficient to permit Jersey Mike’s Subs Inc. to make payments under the tax receivable agreement after it has paid taxes and other expenses. Based upon certain assumptions described in greater detail below under “Certain Relationships and Related Person Transactions—Tax Receivable Agreement,” we estimate that if Jersey Mike’s Subs Inc. were to exercise its termination right immediately following this offering, the aggregate amount of the early termination payments required under the tax receivable agreement would be approximately $ million. The foregoing number is merely an estimate and the actual payments could differ materially. We may need to seek to raise additional capital, incur indebtedness, or take other measures to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies, insufficient distributions from Jersey Mike’s Holdings, lack of liquidity in Jersey Mike’s Holdings, or otherwise, and these obligations could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

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The acceleration of payments under the tax receivable agreement in the case of certain changes of control or other events may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock.

In the event of certain changes of control, certain material breaches of the tax receivable agreement by Jersey Mike’s Subs Inc., or an insolvency event, payments under the tax receivable agreement will be accelerated and may significantly exceed the actual benefits Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement. We expect that the payments that we may make under the tax receivable agreement in the event of a change of control will be substantial. As a result, our accelerated payment obligations and/or the assumptions adopted under the tax receivable agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock in a change of control transaction.

Risks Related to this Offering and Ownership of our Class A Common Stock

Our Sponsor controls us, and its interests may conflict with ours or yours in the future.

Immediately following this offering and the application of net proceeds therefrom, our Sponsor will beneficially own approximately % of the combined voting power of our shares eligible to vote in the election of our directors (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Moreover, our Sponsor, will have the right to designate individuals to our board in accordance with the stockholders agreement we intend to enter into in connection with this offering. See “Certain Relationships and Related Person Transactions—Stockholders Agreement.” Even when our Sponsor ceases to own shares of our stock representing a majority of the combined voting power, if our Sponsor continues to own a significant percentage of our stock, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, our Sponsor will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, if our Sponsor continues to own a significant percentage of our stock, our Sponsor may be able to prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.

In addition, immediately following this offering and the application of the net proceeds therefrom, the Continuing Common Unitholders (which include certain interests held by our Sponsor) will own % of the Common Units (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Because they hold their ownership interest in our business directly in Jersey Mike’s Holdings, rather than through Jersey Mike’s Subs Inc., the Continuing Common Unitholders may have conflicting interests with holders of shares of our Class A common stock. For example, if Jersey Mike’s Holdings makes distributions to Jersey Mike’s Subs Inc., the Continuing Common Unitholders and participating Continuing Incentive Unitholders (as described below) will also be entitled to receive such distributions pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, in Jersey Mike’s Holdings and their preferences as to the timing and amount of any such distributions may differ from those of our public stockholders. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, to the extent there are distributions in respect of which Incentive Units do not participate, Incentive Units will have the benefit of antidilutive adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. The antidilutive adjustment to the participation threshold of an Incentive Unit for distributions in respect of which such Incentive Unit does not participate will have the effect of increasing the number of Common Units the holder of vested Incentive Units would receive upon conversion of a vested Incentive Unit for a Common Unit. The participation of Incentive Units in distributions or, to the extent there are distributions in respect of which Incentive Units do not participate, the benefit of the adjustment provisions that reduce the participation threshold, would be dilutive to Jersey Mike’s Subs Inc.’s economic interest in Jersey Mike’s Holdings. See “—You may be diluted by the future issuance of additional Class A common stock or Common Units in connection with our incentive plans, acquisitions or otherwise.” and “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

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The pre-IPO owners may also have different tax positions from Jersey Mike’s Subs Inc., which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the tax receivable agreement that we will enter into in connection with this offering, and whether and when to incur new or refinance existing indebtedness, and whether and when Jersey Mike’s Subs Inc. should terminate the tax receivable agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration our pre-IPO owners’ tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Our amended and restated certificate of incorporation will not limit the ability of our Principal Stockholders to compete with us, and they may have investments in businesses whose interests conflict with ours.

Our Principal Stockholders and their respective affiliates engage in a broad spectrum of activities, including investments in businesses that may compete with us. In the ordinary course of their business activities, our Principal Stockholders and their respective affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation provides that we will renounce any interest or expectancy that we would otherwise have in, and the right to be offered to participate in, any business opportunity that from time to time may be presented to our Principal Stockholders, subject to limited exceptions, or any of their respective affiliates, or any of our directors who are not employed by us (including any non-employee director who serves as one of our officers in both their director and officer capacities) or their affiliates. See “Description of Capital Stock—Conflicts of Interest.” Our Principal Stockholders and their respective affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholders may have an interest in our pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our stockholders.

After the completion of this offering, our Sponsor will beneficially own approximately % of the combined voting power of our shares eligible to vote for the election of our directors (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

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are not required to have a board that is composed of a majority of “independent directors,” as defined under NYSE rules;

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are not required to have a compensation committee that is composed entirely of independent directors; and

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are not required to have a nominating and corporate governance committee that is comprised entirely of independent directors.

Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

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We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits, make it more difficult to run our business, or divert management’s attention from our business.

As a public company, we will be required to commit significant resources and management time and attention to the requirements of being a public company, which will cause us to incur significant legal, accounting, and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related rules implemented by the Securities and Exchange Commission (the “SEC”) and NYSE, and compliance with these requirements will place significant demands on our legal, accounting, and finance staff and on our financial and information systems. In addition, we might not be successful in implementing these requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act. Complying with the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly and could place significant strain on our personnel, systems, and resources. As a private company, we are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required, pursuant to Section 404(a), to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Additionally, our independent registered public accounting firm will be required, pursuant to Section 404(b), to attest to the effectiveness of our internal control over financial reporting on an annual basis, beginning with our second annual report.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our results of operations.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. Any failure to maintain effective disclosure controls and internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if management or our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities or civil litigation. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

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Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified by the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur due to simple error or mistake.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

There has been no prior market for our Class A common stock and an active trading market for our Class A common stock may never develop or be sustained, which may cause shares of our Class A common stock to trade at a discount from their initial offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. The initial public offering price per share of Class A common stock will be determined by agreement among us, the selling stockholders and the representatives of the underwriters and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering. If you purchase shares of our Class A common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the NYSE or how liquid that market might become. An active public market for our Class A common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of Class A common stock at a price that is attractive to you, or at all. The market price of our Class A common stock may decline below the initial public offering price.

We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.

Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by the stockholders generally. We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. Certain index providers have in the past announced restrictions on including companies with multiple class share structures in certain of their indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be materially adversely affected.

The market price of shares of our Class A common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock, regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential

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factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common stock at or above the initial public offering price.

Stock markets and the price of our Class A common stock may experience extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, even if the claims asserted lack merit.

Because we have no current plans to pay dividends on our Class A common stock, you may not receive any return on your investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have no current plans to pay dividends on our Class A common stock following this offering. The declaration, amount and payment of any future dividends on shares of our Class A common stock will be at the sole discretion of our board of directors subject to capital availability, applicable laws, and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness, as well as our amended and restated certificate of incorporation. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of Class A common stock will be substantially higher than our pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid for the Common Units by the pre-IPO owners. See “Dilution.”

You may be diluted by the future issuance of additional Class A common stock or Common Units in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have shares of Class A common stock authorized but unissued, including shares of Class A common stock issuable upon exchange of Common Units that will be held by the Continuing Common Unitholders (or shares if the underwriters exercise in full their options to purchase additional shares of our Class A common stock) and shares of Class A common stock issuable upon the vesting and in exchange for as-converted Incentive Units held by the Continuing Incentive Unitholders (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus). Our amended and restated certificate of incorporation authorizes us to issue these shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Similarly, the amended and restated limited liability company agreement of Jersey Mike’s Holdings permits Jersey Mike’s Holdings to issue an unlimited number of additional membership interests of Jersey Mike’s Holdings with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Common Units, and which may be exchangeable for shares of our Class A common stock. Additionally, we have reserved an aggregate of shares of Class A

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common stock and Common Units for issuance under our Omnibus Incentive Plan. Any Class A common stock that we issue, including under our Omnibus Incentive Plan, or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering. There are also shares of Class A common stock reserved for issuance under our ESPP. Any Class A common stock that we issue, including under our ESPP, or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering. See “Dilution.”

We may issue preferred stock whose terms could materially adversely affect the voting power or value of our Class A common stock.

Our amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

If we or our pre-IPO owners sell additional shares of our Class A common stock after this offering or are perceived by the public markets as intending to sell them, the market price of our Class A common stock could decline.

The sale of substantial amounts of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Class A common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of shares of our Class A common stock outstanding, or shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock. All of the shares of our Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

In addition, we and the Continuing Unitholders will enter into an exchange agreement under which they (or certain permitted transferees) may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. Upon completion of this offering (subject to the terms of the exchange agreement), an aggregate of Common Units (or Common Units if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) may be exchanged for shares of our Class A common stock. Any shares we issue upon exchange of Common Units will be “restricted securities” as defined in Rule 144 and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. Under applicable SEC guidance, we believe that for purposes of Rule 144 the holding period in such shares will generally include the holding period in the corresponding Common Units exchanged. We, our directors, executive officers, and holders of substantially all of our outstanding Common Units immediately prior to this offering have agreed, subject to certain exceptions, not to dispose of or hedge any shares of our Class A common stock (including shares issued upon exchange of Common Units) or securities convertible into or exchangeable for shares of our Class A common stock for 180 days from the date of this prospectus, except with the prior written consent of any two representatives of the underwriters. See “Underwriting (Conflicts of Interest).” As a result of the registration rights agreement, however, all of these shares of our Class A common stock (including shares issued upon exchange of Common Units) may be eligible for future sale without restriction, subject to applicable lock-up arrangements. See “Shares Eligible

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for Future Sale—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

Subject to certain limitations and exceptions, assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the Continuing Incentive Unitholders will hold Incentive Units, which have a weighted-average per unit participation threshold of $ per Incentive Unit, and will have the right to convert their vested Incentive Units into Common Units of Jersey Mike’s Holdings, as described in “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. In the event that the price of our Class A common stock increases, the number of Common Units a holder of vested Incentive Units would receive upon conversion of such Incentive Units would increase. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” The delivery of shares of Class A common stock upon exchange of Common Units received in conversion of Incentive Units will be registered on one or more registration statements on Form S-8, as described below.

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that certain of our Principal Stockholders will continue to be considered affiliates following the expiration of the lock-up period based on their expected share ownership and their board nomination rights. Certain of our other stockholders may also be considered affiliates at that time. However, subject to the expiration or waiver of the 180-day lock-up period, the holders of these shares of Class A common stock will have the right, subject to certain exceptions and conditions, to require us to register their shares of Class A common stock under the Securities Act, and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding shares of Class A common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

Our Sponsor may pledge, hypothecate, or grant security interests in any or all of the shares of Class A common stock, shares of Class B common stock and Common Units held by it pursuant to a margin loan agreement. We and our subsidiaries will have no obligations (other than certain administrative obligations) with respect to any such margin loan agreement. Any such margin loan agreement would contain customary default provisions, as well as customary adjustment rights by lenders, required prepayment in the event the trading price of our Class A common stock declines below certain thresholds, and other customary terms. Under any such margin loan agreement, if the price of our Class A common stock declines to certain levels, absent a repayment of the applicable margin loan, the applicable borrower may be required to provide additional collateral. For instance, any such margin loan could be subject to a “margin call” by the lenders if, among other events, the loan-to-value (“LTV”) exceeds a certain threshold. In the event of a default under such financing, including, without limitation, the failure to maintain a required LTV or for the borrower to satisfy certain payments required under any such margin loan, the lenders may foreclose upon any and all of the pledged securities if the applicable borrower fails to cure such default. In such case, the lenders may sell the shares of Class A common stock (including shares issued upon exchange of Common Units) they obtain by foreclosure in the open market, or any pledged securities in privately negotiated transactions. The lock-up agreement entered into by our Sponsor with the underwriters does not restrict pledges, charges, hypothecations or granting a security interest in our shares by our Sponsor, the foreclosure by lenders in accordance with the terms of the documentation governing such financing or the sale of our shares by the lenders following any such foreclosure. In addition, from time to time, the borrowers may consider it advisable to sell shares of Class A common stock (including shares issued upon exchange of Common Units) in order to finance the prepayment or repayment of such financings, which number of shares of Class A common stock may, individually or in the aggregate, be significant. Any such event could cause our stock price to significantly decline, increase the number of shares of outstanding Class A common stock and/or reduce the percentage of Class A common stock or Class B common stock beneficially owned by our Sponsor or cause a change in control of us or cause us to no longer be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Exception.” Any such event could have a material and adverse effect on our business, results of operations, access to equity capital and the trading price of our Class A common stock, or otherwise materially and adversely impact your investment.

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We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock issued pursuant to our Omnibus Incentive Plan and our ESPP. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to % of the Class A common stock being offered for sale, to our directors, officers, employees, business associates and related persons. Any directors and officers buying shares of Class A common stock through the directed share program will be subject to a 180-day lock-up period with respect to such shares. Future sales of such shares may cause the price of our shares of common stock to be reduced or become more volatile. See “Underwriting (Conflicts of Interest)—Directed Share Program.”

In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our Class A common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding shares of Class A common stock. As the lock-up period or other restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A common stock or other securities or to use our Class A common stock as consideration for acquisitions of other businesses, investments, or other corporate purposes.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the consummation of this offering will contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions:

•

would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which terms may include super voting rights, special approval rights, special or preferential rights to dividends or distributions upon a liquidation, dissolution or winding up, conversion rights, redemption rights, or other rights, powers, or preferences prior or superior to the rights of the holders of common stock;

•

prohibit stockholder action by consent in lieu of a meeting at any time when our Sponsor ceases to be entitled to designate a Designated Director (as defined herein) unless such action is recommended by all directors then in office;

•

provide for certain limitations on convening special stockholder meetings; and

•

establish advance notice requirements for nominations for elections to our board of directors or for proposing other items of business that can be acted upon by stockholders at annual or special meetings.

We have elected not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which is Delaware’s anti-takeover statute that, subject to certain exceptions and approvals, restricts “business combinations,” including specified mergers, asset sales, stock sales and other transactions, between a corporation and its subsidiaries, on the one hand, and any interested stockholder (generally defined to mean a person who, together with such person’s affiliates and associates, owns 15% or more of the outstanding voting stock of the corporation), on the other, for a three-year period following the time the person became an interested stockholder. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless the transaction fits within an enumerated exception, such as board approval of the business combination or the transaction that resulted in a person becoming an interested stockholder prior to the time such person became an interested stockholder. Our amended and restated certificate of incorporation provides that our Sponsor and its affiliates, and any of its respective direct or indirect transferees, and any group as to which such persons are a party, do not constitute “interested stockholders” for purposes of this provision. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of

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Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law—Business Combinations.” These anti-takeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our Class A common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Anti‑Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law.”

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers, or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf (other than causes of action subject to the Federal Forum Provision as described below); (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine.

Our amended and restated certificate of incorporation further will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any cause of action, including any derivative action or proceeding brought on our behalf, arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provision in our amended and restated certificate of incorporation. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with the Company or the Company’s directors, officers, other stockholders, or employees or result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, each of which may discourage lawsuits against us or our directors, officers, other stockholders, or employees. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directors.

While Section 22 of the Securities Act creates jurisdiction for U.S. federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, the Supreme Court of the State of Delaware has held that provisions vesting jurisdiction for the resolution of federal securities claims in U.S. federal (and not state) courts are facially valid under Delaware law. While there can be no assurance that U.S. federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in U.S. federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal court. Our stockholders cannot waive, and will not be deemed to have waived, our compliance with the federal securities laws and the regulations promulgated thereunder. For the avoidance of doubt, the forum selection provision described above will not apply to any direct action to enforce rights under the Exchange Act or Securities Act.

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We are subject to complex tax laws and changes in tax laws or in positions by the relevant tax authorities regarding the application, administration or interpretation of tax laws or regulations could adversely affect our business, financial condition and results of operations.

We are subject to income taxation at the U.S. federal level and, because of the scope of our operations, in certain states, municipalities and non-U.S. jurisdictions. In determining our tax liability in these jurisdictions, we monitor changes to the applicable tax laws and related regulations such as the One Big Beautiful Bill Act, enacted in the U.S. in July 2025. However, tax laws are complex and subject to subjective evaluations and interpretative decisions, and we cannot be certain that relevant tax authorities will agree with our interpretations of these laws and regulations or with the positions we have taken or intend to take. We may be subject in the future to tax audits or other proceedings aimed at addressing our compliance with direct and indirect taxes, and taxing authorities may seek to impose incremental, retroactive or new taxes on us. If our tax positions are challenged by relevant tax authorities, we could face burdensome and extended tax proceedings and the imposition of additional taxes, penalties and interest for late payment or the denial of tax benefits. Such proceedings could also require us to pay taxes that we currently do not collect or pay or increase the cost of our services to track and collect such taxes. In addition, jurisdictions in which we operate are actively considering significant changes to current tax law and changes in tax laws, or the interpretations thereof, could adversely affect our tax position, including our effective tax rate. Furthermore, significant judgment is required in determining our provision for income taxes and deferred tax assets and liabilities and our future effective tax rates could be subject to volatility or adversely affected by changes in the valuation of our deferred tax assets and liabilities, including the timing and amount of establishing or releasing any tax valuation allowances. The foregoing risks, as well as changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate, which could similarly adversely affect our business, financial condition and results of operations.

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Forward-Looking Statements

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations, our financial performance, and our industry. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. All statements other than those that are purely historical may be forward-looking statements. We may, in some cases, use words such as “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would,” or similar words or phrases that convey uncertainty of future events or outcomes, to identify forward-looking statements in this prospectus. Factors that may cause actual results to differ from expected results include those discussed under “Risk Factors” and elsewhere in this prospectus.

The forward-looking statements contained in this prospectus are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. There are a number of factors, many of which are beyond our control, that could cause actual results to differ materially from the results anticipated by these forward-looking statements. For a more detailed discussion of these and other factors, see the information under the section “Risk Factors” herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those expressed or implied in these forward-looking statements.

The forward-looking statements included in this prospectus speak only as of the date of this prospectus or as of the date they are made, as applicable. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except as otherwise required by law, we disclaim any intent or obligation to update any “forward-looking statement” made in this prospectus to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.

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Market and Industry Data

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources, including Technomic, Inc., and our internal data, surveys and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified this information. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys and reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate, internal surveys and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

In addition, assumptions and estimates of our and our industry’s future performance are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Forward-Looking Statements.” As a result, you should be aware that market, ranking, and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained in this prospectus.

Trademarks, Trade Names, Service Marks and Copyrights

We own or have the right to use various trademarks, trade names, service marks and copyrights used in connection with our business, including, but not limited to, JERSEY MIKE’S SUBS®, JERSEY MIKE’S®, JERSEY MIKE’S SUBS SINCE 1956®, A SUB ABOVE®, JERSEY MIKE’S DAY OF GIVING®, SHORE POINTS® and MIKE’S WAY®, which are protected under applicable intellectual property laws. All trademarks, trade names, service marks and copyrights referred to in this prospectus are the property of their respective owners. Our use or display of other parties’ trademarks, trade names, service marks or copyrights is not intended to imply, and should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, our trademarks, trade names, service marks, and copyrights referred to in this prospectus may appear without the ®, ™, SM or © symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to such trademarks, trade names, service marks and copyrights.

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Organizational Structure

Existing Organizational Structure

The diagram below depicts our current organizational structure.

Note: Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

Organizational Structure Following the Transactions

Immediately following this offering, Jersey Mike’s Subs Inc. will be a holding company, and its sole material assets will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conduct our business. The Reorganization Transactions will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Jersey Mike’s Subs Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of Jersey Mike’s Holdings, the accounting predecessor. Jersey Mike’s Subs Inc. will consolidate Jersey Mike’s Holdings in its consolidated financial statements and record a non-controlling interest related to the Common Units held by the Continuing Unitholders on its consolidated balance sheet and statement of income. As further described herein, prior to the completion of this offering:

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(1)

the Pre-IPO Stockholders will receive shares of Class A common stock of Jersey Mike’s Subs Inc. pursuant to the Blocker Transfers as defined and described in “—Blocker Transfers”;

(2)

the limited liability company agreement of Jersey Mike’s Holdings will be amended and restated to, among other things, modify its capital structure by reclassifying its interests as follows (as further described under “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Treatment of Existing Equity Interests”):

•

Class A Units held by Continuing Common Unitholders will be converted into Common Units; and

•

Class B Units held by Continuing Incentive Unitholders will be converted into Incentive Units; and

(3)

For a description of the vesting and other terms of the Incentive Units received by Continuing Incentive Unitholders upon conversion of their Class B Units see “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Omnibus Incentive Plan.”

The Continuing Common Unitholders will hold all of the issued and outstanding shares of our Class B common stock and, upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equal to the number of Common Units held by each such Continuing Unitholder. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Jersey Mike’s Subs Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

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The diagram below depicts our organizational structure immediately following this offering.

Note: Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

(1)

(2)

Includes % of voting power and % of economic interest in Jersey Mike’s Subs Inc. held by our Sponsor.

(3)

(4)

Incorporation of Jersey Mike’s Subs Inc.

Jersey Mike’s Subs Inc. was incorporated as a Delaware corporation on February 24, 2026. Jersey Mike’s Subs Inc. has not engaged in any business or other activities except in connection with its formation and this offering. The amended and restated certificate of incorporation of Jersey Mike’s Subs Inc. authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Blocker Transfers

Prior to this offering, our Pre-IPO Stockholders hold their interests in Jersey Mike’s Holdings through Blocker Companies that are taxable as corporations for U.S. federal income tax purposes. At the time of this offering, we will enter into certain restructuring transactions (such transactions, the “Blocker Transfers”) that will result in the Pre-IPO Stockholders acquiring shares of newly issued Class A common stock in exchange for their ownership interests in the Blocker Companies and Jersey Mike’s Subs Inc. acquiring an equal number of Common Units held by the

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Blocker Companies. Each of the Blocker Companies will initially become a wholly owned subsidiary of Jersey Mike’s Subs Inc. and will either be merged into Jersey Mike’s Subs Inc. or will remain a wholly owned subsidiary that is part of the same consolidated group for U.S. federal income tax purposes.

Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings

Prior to the completion of this offering, the limited liability company agreement of Jersey Mike’s Holdings will be amended and restated to, among other things, modify its capital structure by reclassifying its outstanding Class A Units held by the Continuing Common Unitholders into a new class of limited liability company interests that we refer to as “Common Units” and reclassifying its outstanding Class B Units held by the Continuing Incentive Unitholders into a new class of limited liability company interests that we refer to as “Incentive Units.” We refer to this reclassification (the “Reclassification”) and amendment and restatement, together with the transactions described above under “—Blocker Transfers” and the entry into the exchange agreement and tax receivable agreement described below as the “Reorganization Transactions.” As a result of these transactions, our pre-IPO owners will hold their ownership interests directly in Jersey Mike’s Holdings (in the case of the Continuing Unitholders) or Jersey Mike’s Subs Inc. (in the case of the Pre-IPO Stockholders). Immediately following the Reorganization Transactions but prior to the other Offering Transactions described below, there will be Common Units issued and outstanding.

Pursuant to the amended and restated limited liability company agreement of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will become the managing member of Jersey Mike’s Holdings. Accordingly, Jersey Mike’s Subs Inc. will have the right to determine when distributions will be made to the holders of Common Units and the amount of any such distributions. If Jersey Mike’s Subs Inc., as the managing member, authorizes a distribution, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units.

The Continuing Unitholders, including Jersey Mike’s Subs Inc., will incur U.S. federal, state, and local income taxes on their allocable share of any taxable income of Jersey Mike’s Holdings. Net profits and net losses of Jersey Mike’s Holdings will generally be allocated to its owners (including Jersey Mike’s Subs Inc.) pro rata in accordance with the percentages of their respective Common Units held, except as otherwise required by law. The amended and restated limited liability company agreement will provide for cash distributions to the Continuing Unitholders if Jersey Mike’s Subs Inc. determines that the taxable income of Jersey Mike’s Holdings will give rise to taxable income for such holders. In accordance with the amended and restated limited liability company agreement, we intend to cause Jersey Mike’s Holdings to make cash distributions to Continuing Unitholders, including us, for purposes of funding their tax obligations in respect of the income of Jersey Mike’s Holdings that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the taxable income of Jersey Mike’s Holdings allocated to the Continuing Unitholder that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state, and local income tax rate prescribed for an individual or corporation residing in New York, New York, whichever is higher. Tax distributions will be pro rata as among the Common Units. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” Subject to certain restrictions, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Jersey Mike’s Holdings as a function of the “spread value” of such vested Incentive Units, i.e. the amount by which the market value of a Common Unit (based on the public trading price of a share of Class A common stock) exceeds the applicable participation threshold of such Incentive Unit. The applicable participation threshold is subject to customary anti-dilution adjustments. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. See

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“Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

Exchange Agreement

We and the Continuing Unitholders will enter into an exchange agreement at the time of this offering under which they (or certain permitted transferees thereof) may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. Class A common stock received by such Continuing Unitholder upon such exchanges during the applicable restricted periods described in “Shares Eligible for Future Sale—Lock-Up Agreements,” would be subject to the restrictions described in such section. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Jersey Mike’s Subs Inc. is correspondingly increased as it acquires the exchanged Common Units. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Jersey Mike’s Subs Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. See “Certain Relationships and Related Person Transactions—Exchange Agreement.”

Tax Receivable Agreement

Offering Transactions

Jersey Mike’s Subs Inc. intends to use the proceeds (net of underwriting discounts and commissions) from the issuance of the shares of Class A common stock that it is selling in this offering, which we estimate will be approximately $ million, to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings. The issuance of such newly issued Common Units by Jersey Mike’s Holdings to Jersey Mike’s Subs Inc. will correspondingly dilute the ownership interests of the Continuing Common Unitholders in Jersey Mike’s Holdings. Jersey Mike’s Subs Inc. intends to cause Jersey Mike’s Holdings, in turn, to repay a portion of the outstanding indebtedness under the Series 2026-1 Notes, and the remainder for general corporate purposes and to bear all of the expenses of this offering. See “Use of Proceeds.” In addition, Jersey Mike’s Subs Inc. will acquire outstanding Common Units from certain selling stockholders in exchange for an equivalent number of shares of our Class A common stock to be sold by such selling stockholders in this offering.

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Accordingly, following this offering Jersey Mike’s Subs Inc. will directly or indirectly hold a number of Common Units that is equal to the number of shares of Class A common stock that it has issued, a relationship that we believe fosters transparency because it results in a single share of Class A common stock representing (albeit indirectly) the same percentage equity interest in Jersey Mike’s Holdings as a single Common Unit.

As a result of the transactions described herein, assuming an offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus:

•

the investors in this offering will collectively own shares of our Class A common stock (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the Pre-IPO Stockholders collectively will hold shares of our Class A common stock (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the Continuing Common Unitholders will hold Common Units (or Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the Continuing Incentive Unitholders will hold participating Incentive Units with a weighted-average per unit participation threshold of $ per Incentive Unit;

•

Jersey Mike’s Subs Inc. will directly or indirectly hold Common Units (or Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

the investors in this offering will collectively have % of the voting power in Jersey Mike’s Subs Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

•

the Pre-IPO Stockholders collectively will have % of the voting power in Jersey Mike’s Subs Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and the Continuing Common Unitholders, as holders of all of the outstanding shares of Class B common stock, will have % of the voting power in Jersey Mike’s Subs Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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Use of Proceeds

We estimate that the proceeds to Jersey Mike’s Subs Inc. from the issuance of the shares that it is selling in this offering, at an assumed initial public offering price of $ per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions, will be approximately $ million. A $1.00 increase or decrease in the assumed initial public offering price of $ per share would increase or decrease, as applicable, the proceeds to Jersey Mike’s Subs Inc. from this offering by approximately $ million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions.

Jersey Mike’s Subs Inc. intends to use these net proceeds to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings, as described under “Organizational Structure—Offering Transactions,” which Jersey Mike’s Holdings will in turn use to repay a portion of the outstanding indebtedness under the Series 2026-1 Notes (as defined below) totaling approximately $ million, and the remainder for general corporate purposes and to bear all of the expenses of this offering. We estimate these offering expenses (excluding underwriting discounts and commissions) will be approximately $ million. The Series 2026-1 Notes were issued in two tranches: $250 million Series 2026-1 4.952% Fixed Rate Senior Secured Notes, Class A-2-I (the “Series 2026-1 Class A-2-I Notes”) and $510 million Series 2026-1A 5.481% Fixed Rate Senior Secured Notes, Class A-2-II (the “Series 2026-1 Class A-2-II Notes” and, together with the Series 2026-1 Class A-2-I Notes, the “Series 2026-1 Notes”). Interest and principal are payable quarterly. The Series 2026 Notes have a final maturity date of February 2056. See “Description of Certain Indebtedness.” The proceeds of the Series 2026-1 Notes were used (i) to redeem any outstanding amounts under the Series 2019-1 Notes and the Series 2021-1 Class A-2-I Notes in full, (ii) to pay certain transaction related fees and expenses incurred in connection with the issuance of the Series 2026-1 Notes and (iii) for general corporate purposes, including a dividend to our Sponsor and debt repayment.

We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).

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Dividend Policy

We have no current plans to pay dividends on our Class A common stock following this offering. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors subject to capital availability, applicable laws, and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness, as well as our amended and restated certificate of incorporation. We may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Our amended and restated certificate of incorporation will provide that holders of Class B common stock shall not be entitled to any dividends on their shares of Class B common stock (other than dividends payable in the form of additional shares of Class B common stock).

Jersey Mike’s Subs Inc. is a holding company and has no material assets other than its ownership of equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings. We intend to cause Jersey Mike’s Holdings to make distributions to us in an amount sufficient to cover our taxes, expenses, and obligations under the tax receivable agreement as well as any cash dividends declared by us. If Jersey Mike’s Holdings makes such distributions to Jersey Mike’s Subs Inc., the other holders of Common Units or any participating Incentive Units (as described below) will also be entitled to receive distributions pro rata in accordance with the percentage of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. The adjustment to the participation threshold of an Incentive Unit for distributions in respect of which such Incentive Unit does not participate will be factored into calculating the number of Common Units the holder of vested Incentive Units would receive upon conversion of a vested Incentive Unit for a Common Unit.

The amended and restated limited liability company agreement of Jersey Mike’s Holdings will provide that pro rata cash distributions be made to Continuing Unitholders (including Jersey Mike’s Subs Inc.) at certain assumed tax rates, which we refer to as “tax distributions.” Tax distributions will be pro rata as among the Common Units. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” We anticipate that amounts received by Jersey Mike’s Subs Inc. in certain periods are likely to exceed Jersey Mike’s Subs Inc.’s actual tax liabilities and obligations to make payments under the tax receivable agreement. Our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional Common Units at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions or adjustments of outstanding Common Units, to maintain 1:1 parity between Common Units and shares of Class A common stock. See “Risk Factors—Risks Related to Our Organizational Structure—Jersey Mike’s Subs Inc. is a holding company and its only material assets after completion of this offering will be its equity interests, held directly or indirectly through wholly owned subsidiaries, in Jersey Mike’s Holdings, and it is accordingly dependent upon distributions from Jersey Mike’s Holdings to pay taxes, make payments under the tax receivable agreement, and pay any dividends.”

Amounts available to us to pay dividends may be limited by the terms of our Securitization Notes. See “Description of Certain Indebtedness.”

Any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Jersey Mike’s Holdings is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Jersey Mike’s Holdings (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Jersey Mike’s Holdings are generally subject to similar legal limitations on their ability to make distributions to Jersey Mike’s Holdings.

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Capitalization

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 29, 2026:

•

on an actual basis; and

•

on a pro forma basis prepared in accordance with Article 11 of Regulation S-X giving effect to the transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information,” which reflects the sale by us of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) and the application of the proceeds therefrom as described in “Use of Proceeds.”

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical financial statements and related notes thereto included elsewhere in this prospectus.


	March 29, 2026
	Unaudited
	Jersey Mike’s Holdings Actual			Jersey Mike’s Subs Inc. Pro Forma(1)
(in millions, except par value amounts)
Cash and cash equivalents	$	232		$
Total Debt (including current maturities):
Series 2021-1 A-2-II Notes		246
Series 2024-1 Notes		743
Series 2025-1 Notes		398
Series 2026-1 Notes		760
Total debt (including current maturities)	$	2,147		$
Owners’/stockholders’ equity:
Managing Members’ Units (6,349 units issued and outstanding)	$	6,318		$
Class A common stock, par value $0.0001 per share, 100,000 shares authorized and no shares issued and outstanding, actual; and shares authorized and shares issued and outstanding on a pro forma basis		—
Class B common stock, par value $0.0001 per share, 100,000 shares authorized and 10,000 shares issued and outstanding, actual; and shares authorized and shares issued and outstanding on a pro forma basis		—
Additional paid-in capital		11
Retained deficit		(484	)
Non-controlling interests		—
Total owners’/stockholders’ equity		5,845
Total capitalization	$	7,992		$

(1)

A $1.00 increase (decrease) in the assumed initial public offering price per share, assuming no change in the number of shares to be sold, would increase (decrease) each of pro forma total equity and total capitalization by approximately $ million. An increase (decrease) of 1,000,000 shares in the expected number of shares to be sold in this offering, assuming no change in the assumed initial offering price per share, would increase (decrease) our pro forma total owners’ equity and total capitalization by approximately $ million.

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Dilution

If you invest in shares of our Class A common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma net tangible book value per share of Class A common stock after this offering. Dilution results from the fact that the per share offering price of the shares of Class A common stock is substantially in excess of the pro forma net tangible book value per share attributable to the Class A common stock held by our pre-IPO owners.

Our pro forma net tangible book value as of March 29, 2026 was approximately $ million, or $ per share of Class A common stock. Pro forma net tangible book value (deficit) represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value (deficit) per share of Class A common stock represents pro forma net tangible book value (deficit) divided by the number of shares of Class A common stock outstanding, after giving effect to the Reorganization Transactions and assuming that all of the Continuing Common Unitholders in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of Class A common stock on a one-for-one basis.

After giving effect to the transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information,” including the application of the proceeds from this offering as described in “Use of Proceeds,” after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of March 29, 2026 would have been $ million, or $ per share of Class A common stock. This represents an immediate increase in net tangible book value of $ per share of Class A common stock to our pre-IPO owners and an immediate dilution in net tangible book deficit of $ per share of Class A common stock to investors in this offering.

The following table illustrates this dilution on a per share of Class A common stock basis assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock:


Assumed initial public offering price per share of Class A common stock		$
Pro forma net tangible book value per share of Class A common stock as of March 29, 2026	$
Increase in pro forma net tangible book value per share of Class A common stock attributable to investors in this offering	$
Pro forma net tangible book value per share of Class A common stock after the offering		$
Dilution in pro forma net tangible book value per share of Class A common stock to investors in this offering		$

Because the Continuing Common Unitholders will own direct economic interests in Jersey Mike’s Holdings that are not represented with economic interests in Jersey Mike’s Subs Inc., we have presented dilution in pro forma net tangible book value per share of Class A common stock to investors in this offering assuming that all of the holders of Common Units in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of Class A common stock on a one-for-one basis in order to more meaningfully present the dilutive impact on the investors in this offering. The above table does not reflect any shares of Class A common stock that would be issuable following the conversion of any vested Incentive Units into Common Units.

A $1.00 increase in the assumed initial public offering price of $ per share of our Class A common stock would increase our pro forma net tangible book value after giving effect to this offering by $ million, or by $ per share of our Class A common stock, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions. A $1.00 decrease in the assumed initial public offering price per share would result in equal changes in the opposite direction.

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The following table summarizes, on the same pro forma basis as of March 29, 2026, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us, and the average price per share of Class A common stock paid by our pre-IPO owners and by new investors purchasing shares of Class A common stock in this offering, assuming that all of the of Continuing Common Unitholders in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of our Class A common stock on a one-for-one basis. The following table does not reflect any shares of Class A common stock that would be issuable following the conversion of any vested Incentive Units into Common Units.


	Shares of Class A common stock Purchased		Total Consideration			Average Price Per Share of Class A
	Number	Percent	Amount		Percent	common stock
($ in millions)
Pre-IPO owners		%	$	(1)	%	$
Investors in this offering		%	$		%	$
Total		%	$		%	$

(1)

The total consideration paid by our pre-IPO owners has not been adjusted for returns on such consideration arising from distributions.

If the underwriters’ option to purchase additional shares from the selling stockholders is exercised in full, the number of shares held by new investors will be increased to , or approximately % of the total number of shares of Class A common stock, assuming that all of the Continuing Common Unitholders in Jersey Mike’s Holdings (other than Jersey Mike’s Subs Inc.) exchanged their Common Units for newly issued shares of our Class A common stock on a one-for-one basis.

In addition, subject to certain limitations and exceptions, the Continuing Incentive Unitholders, which will hold Incentive Units, which have a weighted-average per unit participation threshold of $ per Incentive Unit, assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, will be able to convert their vested Incentive Units into Common Units of Jersey Mike’s Holdings, as described in “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings” and “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.” Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Subs Inc. in accordance with the terms of the exchange agreement. At the time of this offering, shares of Class A common stock would be issuable upon the exchange of an equivalent number of Common Units into which Incentive Units that are held by the Continuing Incentive Unitholders may be converted (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, and assuming such Incentive Units are fully vested and converted to Common Units).

The dilution information above is for illustrative purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares of Class A common stock and other terms of this offering determined at pricing.

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Unaudited Pro Forma Condensed Consolidated Financial Information

Jersey Mike’s Subs Inc. was formed on February 24, 2026. Jersey Mike’s Subs Inc. currently has no material assets or liabilities and has conducted no operations to date other than in connection with its formation and this offering. The following unaudited pro forma condensed consolidated financial information reflects the impact of the Transactions (as defined herein). The Reorganization Transactions will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Jersey Mike’s Subs Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Jersey Mike’s Holdings and its subsidiaries.

Following the completion of the Reorganization Transactions, Jersey Mike’s Subs Inc. will be a holding company and its sole material asset will consist of % of the outstanding Common Units of Jersey Mike’s Holdings, which it will acquire and hold directly or indirectly through wholly owned subsidiaries as described in “Organizational Structure—Offering Transactions.” The remaining Common Units will be held by the Continuing Common Unitholders. Jersey Mike’s Subs Inc. will be the managing member of Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings and its direct and indirect subsidiaries and, through Jersey Mike’s Holdings and its direct and indirect subsidiaries, conduct our business.

The unaudited pro forma condensed consolidated balance sheet as of March 29, 2026 and the unaudited pro forma condensed consolidated statements of operations for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025 present our consolidated financial position and results of operations after giving effect to the following transactions (collectively, the “Transactions”):

•

the Sponsor Acquisition, as described and defined in “Certain Relationships and Related Person Transactions—Sponsor Acquisition”. Note this transaction will only be reflected within the unaudited pro forma condensed consolidated statements of operations for the year ended December 28, 2025 given the Sponsor Acquisition occurred on January 16, 2025.

•

the Reorganization Transactions, as described and defined under “Organizational Structure”; and

•

the Offering Transactions, consisting of the sale by us of shares of Class A common stock pursuant to this offering and the application of the proceeds from this offering as described in “Use of Proceeds.”

Except as otherwise indicated, the unaudited pro forma condensed consolidated financial information presented assumes that the underwriters do not exercise their option to purchase additional shares of our Class A common stock in this offering.

The following unaudited pro forma condensed consolidated financial information is derived from the historical consolidated financial statements of the Company. The unaudited pro forma condensed consolidated balance sheet as of March 29, 2026 gives effect to transaction accounting adjustments that depict the accounting for the Transactions. The unaudited pro forma condensed consolidated statement of operations for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025 give effect to the transaction accounting adjustments that depict the accounting for the Transactions as if those adjustments were made on January 1, 2025.

The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information has been adjusted to include transaction accounting adjustments, which reflect the application of the accounting required by GAAP, linking the effects of the Transactions listed above to the Company’s historical consolidated financial statements.

For purposes of the unaudited pro forma condensed consolidated financial information, we have assumed that shares of Class A common stock will be issued by us at a price per share equal to the midpoint of the estimated assumed initial public offering range set forth on the cover page of this prospectus, the ownership percentage represented by Common Units not held by Jersey Mike’s Subs Inc. will be %, and net earnings attributable to Common Units and participating Incentive Units not held directly or indirectly by Jersey Mike’s Subs Inc. will accordingly represent % of our net earnings. If the underwriters’ option to purchase additional shares of Class A common stock is exercised in full, the ownership percentage represented by Common Units not held by Jersey Mike’s

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Subs Inc. will be %, and net earnings attributable to Common Units and participating Incentive Units not held directly or indirectly by Jersey Mike’s Subs Inc. will accordingly represent % of our net earnings.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these additional procedures and processes and, among other things, additional directors’ and officers’ liability insurance; director fees; additional expenses associated with complying with the public company reporting requirements; transfer agent fees; costs relating to additional accounting, legal, and administrative personnel; increased auditing (including audits over the effectiveness of the company’s internal controls), tax, and legal fees; stock exchange listing fees; and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.

The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of the future consolidated results of operations or financial position of the Company. Further, pro forma adjustments represent management’s best estimates based on information available as of the date of this prospectus and are subject to change as additional information becomes available.

The unaudited pro forma condensed consolidated financial information should be read together with “Organizational Structure,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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Jersey Mike’s Subs Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of March 29, 2026

(in millions, except par value amounts)


	Jersey Mike’s Holdings Historical			Reorganization Transactions Adjustments	Notes	Offering Transactions Adjustments	Notes	Jersey Mike’s Subs Inc. Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	232		$		$	(d)	$
Restricted cash		44
Accounts receivable, net		44
Prepaid expenses and other current assets		10
Total current assets		330
Property and equipment, net		13
Trade name		5,710
Franchise agreements, net and other intangibles		1,704
Goodwill		408
Deferred tax asset		—			(a)
Other assets		46
Total assets	$	8,211		$		$		$
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable		45
Accrued expenses and other current liabilities		152					(d)(e)
Current portion of long-term debt		22					(d)
Total current liabilities		219
Long term debt, net of current portion		2,077					(d)
TRA Liability		—			(a)
Other non-current liabilities		70			(b)
Total liabilities		2,366
Commitments and contingencies
Stockholders’ equity (deficit)
Contributed capital		6,318			(c)
Class A common stock, $0.0001 par value per share, 100,000 shares authorized and no shares issued and outstanding		—			(c)
Class B common stock, $0.0001 par value per share, 100,000 shares authorized and no shares issued and outstanding		—			(c)
Additional paid-in capital		11			(a)(b)(c)		(f)
Retained deficit		(484	)				(d)(e)(g)
Total Jersey Mike's Subs Inc. stockholders' equity (deficit)		5,845
Non-controlling interests		—			(c)		(g)
Total stockholders’ equity		5,845
Total liabilities and stockholders’ equity	$	8,211		$		$		$

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Jersey Mike’s Subs Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Thirteen Weeks Ended March 29, 2026

(in millions, except per share data)


	Jersey Mike’s Holdings Historical			Reorganization Transactions Adjustments	Notes	Offering Transactions Adjustments	Notes	Jersey Mike’s Subs Inc. Pro Forma
Revenue:
Royalties and other revenue	$	122		$		$		$
Advertising fees		51
Company-owned stores sales		12
Total revenues		185
Operating expenses:
Selling, general and administrative expense		78					(n)
Advertising expenses		61
Depreciation and amortization		26
Company-owned stores expenses		8
Total operating expenses		173
Operating income		12
Interest income		(1	)
Interest expense		30					(o)
Other expense, net		—					(o)
Loss on debt extinguishment		7
Income (loss) before income tax expense		(24	)
Income tax expense (benefit)		—			(l)		(l)
Net income (loss)		(24	)
Net income (loss) attributable to non-controlling interests		—			(m)		(m)
Net income (loss) attributable to Jersey Mike’s Subs Inc.	$	(24	)	$		$		$
Pro Forma Income Per Share:
Basic							(p)	$
Diluted							(p)	$
Pro Forma Number of Shares Used in Computing Income Per Share:
Basic							(p)
Diluted							(p)

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Jersey Mike’s Subs Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 28, 2025

(in millions, except per share data)


	Jersey Mike’s Franchise Systems Period from January 1 to January 15, 2025 (Predecessor) Historical			Jersey Mike’s Holdings Period from January 16 to December 28, 2025 (Successor) Historical			Sponsor Acquisition Transaction Adjustments	Notes	Reorganization Transactions Adjustments	Notes	Offering Transactions Adjustments	Notes	Jersey Mike’s Subs Inc. Pro Forma
Revenue:
Royalties and other revenue	$	19		$	464		$		$		$		$
Advertising fees		7			196
Company-owned stores sales		2			36
Total revenues		28			696
Operating expenses:
Selling, general and administrative expense		19			214							(k)(n)
Advertising expenses		8			207
Depreciation and amortization		—			96			(h)
Company-owned stores expenses		1			28
Total operating expenses		28			545
Operating income		—			151
Interest income		(1	)		(9	)
Interest expense		5			99			(i)
Other expense, net		—			1
Income (loss) before income tax expense		(4	)		60
Income tax expense (benefit)		—			1			(j)		(l)		(l)
Net income (loss)		(4	)		59
Net income (loss) attributable to non-controlling interests		—			—					(m)		(m)
Net income (loss) attributable to Jersey Mike’s Subs Inc.	$	(4	)	$	59		$		$		$		$
Pro Forma Income Per Share:
Basic												(p)	$
Diluted												(p)	$
Pro Forma Number of Shares Used in Computing Income Per Share:
Basic												(p)
Diluted												(p)

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

1. Description of the Transactions and Basis of Presentation

The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X and presents the pro forma financial condition and results of operations of the Company based upon the historical financial information after giving effect to the Transactions and related adjustments set forth in the notes to the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock in this offering.

The unaudited pro forma condensed consolidated statements of operations for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025 give pro forma effect to the Transactions as if they had occurred on January 1, 2025. The unaudited pro forma condensed consolidated balance sheet as of March 29, 2026 gives effect to the Transactions as if they had occurred on March 29, 2026.

Sponsor Acquisition Transaction

On January 16, 2025, Submarine Buyer LLC, an entity controlled by affiliates of our Sponsor, acquired a majority interest in Jersey Mike’s Holdings pursuant to the Equity Purchase Agreement. In connection with the transactions contemplated by the Equity Purchase Agreement, Jersey Mike’s Franchise Systems, LLC (defined as Jersey Mike’s Franchise Systems elsewhere within this prospectus) completed a reorganization pursuant to which Jersey Mike’s Holdings was formed to indirectly hold 100% of the equity interests of Jersey Mike’s Franchise Systems. Following the closing of the Sponsor Acquisition, Jersey Mike’s Holdings became controlled by affiliates of our Sponsor. For a complete description of the Sponsor Acquisition refer to the section entitled “Certain Relationships and Related Person Transactions—Sponsor Acquisition,” included elsewhere in this prospectus.

The Sponsor Acquisition was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), with Submarine Buyer LLC treated as the accounting acquirer. In accordance with ASC 805, the assets acquired and liabilities assumed were measured at their estimated fair values as of the acquisition date. The fair value measurements were based on various estimates and methodologies, including income and market approaches, and incorporated significant assumptions such as projected cash flows, discount rates and market-based valuation multiples.

For purposes of measuring the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, the Company applied the guidance in Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Acquisition-related transaction costs were expensed as incurred and are not included as components of consideration transferred in accordance with ASC 805.

Reorganization Transactions and Offering Transactions

The Company is offering shares of Class A common stock in this offering at an assumed initial public offering price of $ per share, which is equal to the midpoint of the estimated offering price range set forth on the cover page of this prospectus. Jersey Mike’s Subs Inc. intends to use the proceeds, net of underwriting discounts and commissions and estimated offering expenses payable by Jersey Mike’s Subs Inc., from the issuance of shares for approximately $ million to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings, as described under “Organizational Structure—Offering Transactions,” which Jersey Mike’s Holdings will in turn use for general corporate purposes, which will include the repayment of indebtedness as further described below, and to bear all of the expenses of this offering. We estimate the offering expenses excluding underwriting discounts and commissions will be approximately $ million.

The Company will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).

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After giving effect to the Reorganization Transactions and the offering contemplated by this prospectus, Jersey Mike’s Subs Inc. will own approximately % of the economic interest in Jersey Mike’s Holdings (or approximately % if the underwriters exercise in full their option to purchase additional shares of Class A common stock and after giving effect to the application of the net proceeds therefrom). Additionally, Jersey Mike’s Subs Inc. will have 100% of the voting power in Jersey Mike’s Holdings, thereby controlling the management of Jersey Mike’s Holdings. In addition, Jersey Mike’s Subs Inc. will be the managing member of Jersey Mike’s Holdings and, as such, will be responsible for all operational, management and administrative decisions relating to Jersey Mike’s Holdings’ business and will have the obligation to absorb losses and receive benefits from Jersey Mike’s Holdings.

For a complete description of the Reorganization Transactions, see the section entitled “Organizational Structure” included elsewhere in this prospectus.

2. Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed consolidated balance sheet as of March 29, 2026:

Reorganization Transactions and Offering Transactions Adjustments

As described in greater detail in “Organizational Structure,” prior to the completion of this offering, we will enter into the Reorganization Transactions, along with a tax receivable agreement (the “TRA”) with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to certain of the pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to the tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies acquired in connection with this offering, and (iv) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The TRA will be accounted for as a contingent liability, with amounts accrued when considered probable and reasonably estimable. The following are the tax adjustments associated with the Reorganization Transactions:

Record a net deferred tax asset of approximately $ million (or $ million if the underwriters exercise in full their options to purchase additional shares of Class A Common Stocks and after giving effect to the application of the net proceeds therefrom). Following the Reorganization Transactions, Jersey Mike’s Subs Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes as a corporation on its share of Jersey Mike’s Holdings’ taxable income. As a result, the pro forma balance sheet reflects an adjustment to income taxes assuming the federal rates currently in effect and the highest statutory rates apportioned to each state and local jurisdiction. The deferred tax asset is measured based on (i) differences between financial reporting and tax basis associated with Jersey Mike’s Subs Inc.’s investment in Jersey Mike’s Holdings, (ii) tax loss carryforwards and other tax attributes acquired from the Blocker Companies, and (iii) tax benefits from future deductions attributable to payments under the TRA as a result of the Reorganization Transactions. The net deferred tax asset includes (a) a deferred tax asset related to Jersey Mike’s Subs Inc.’s investment in Jersey Mike’s Holdings, (b) a deferred tax asset related to tax attributes acquired in connection with the Reorganization Transactions, and (c) a deferred tax asset related to tax benefits from future deductions attributable to payments under the TRA. To the extent we estimate that we will not realize either a portion or all of our deferred tax assets, based on an analysis of available sources of taxable income, we will reduce our deferred tax assets with a valuation allowance.

ii.

Record a liability of approximately $ million (or $ million if the underwriters exercise in full their options to purchase additional shares of Class A Common Stocks and after giving effect to the application of the net proceeds therefrom), representing % of certain tax benefits that Jersey Mike’s Subs Inc. estimates it will realize as a result of (i) Jersey Mike’s Subs

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Inc.’s allocable share of existing tax basis in Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to the tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies acquired in connection with this offering, and (iv) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.

iii.

Record an adjustment to Additional paid-in capital of approximately $ million, representing the difference between the increase in deferred tax assets and the increase in liabilities due to certain pre-IPO owners under the TRA as a result of the Reorganization Transactions and Offering Transactions.

As described in greater detail in “Organizational Structure,” the Continuing Common Unitholders will hold Common Units (or Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) immediately following this offering. Due to the uncertainty as to the amount and timing of future exchanges of Common Units by the Continuing Common Unitholders and as to the price per share of our Class A common stock at the time of any such exchanges, the unaudited proforma condensed consolidated financial information does not assume that exchanges of Common Units have occurred. Therefore, no increases in tax basis in Jersey Mike’s Holdings’ assets or other tax benefits that may be realized as a result of any such future exchanges have been reflected in the unaudited pro forma condensed consolidated financial information. However, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following this offering for shares of Class A common stock and all Incentive Units were converted to Common Units and subsequently exchanged for shares of Class A common stock (based on an assumed initial public offering price of $ per share), which is the midpoint of the estimated price range set forth on the cover page of this prospectus immediately following the completion of this offering, we would recognize an incremental deferred tax asset of approximately $ million and a noncurrent liability of approximately $ million based on the Company’s estimate of the aggregate amount that it will pay under the TRA as a result of such hypothetical exchange, assuming: (i) a price of $ per share of our Class A common stock; (ii) a constant corporate tax rate of %; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related noncurrent liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units by Continuing Common Unitholders (including any Common Units issued upon conversion of vested Incentive Units), and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect.

Reflects the transfer of the $ million contingent consideration liability related to the Sponsor Acquisition from Submarine Buyer LLC to Jersey Mike’s Holdings as of the Reorganizations Transactions date. The contingent consideration liability was initially recorded by Submarine Buyer LLC at its estimated fair value of $ million using a probability-weighted analysis of expected payments as of the date of the Sponsor Acquisition. The liability represents the estimated fair value of an earn-out arrangement providing for a maximum payment of $250 million after Jersey Mike's stores operational worldwide reach 4,000 locations or upon a change in control event. The IPO is not considered a change in control event under the Equity Purchase Agreement. The earn-out is expected to be paid by Jersey Mike’s Holdings subsequent to the IPO date.

Jersey Mike’s Holdings will continue to be treated as a partnership for U.S. federal income tax purposes. As such, Jersey Mike’s Holdings’ earnings and losses will flow-through to its members, including Jersey Mike’s Subs Inc., and will generally not be subject to entity-level federal or state income taxes at the Jersey Mike’s Holdings level. Jersey Mike’s Holdings wholly owns certain U.S subsidiaries that are disregarded entities for U.S Federal Income Tax purposes. In addition, Jersey Mike’s Holdings wholly owns a Canadian subsidiary that is a controlled foreign corporation (“CFC”) for U.S Federal Income Tax purposes and is subject to Canadian federal and provincial income taxes. Accordingly, the consolidated

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provision for income taxes will include (i) corporate taxes incurred by Jersey Mike’s Subs Inc. based on its allocable share of income from Jersey Mike’s Holdings and (ii) corporate taxes incurred by such regarded subsidiaries.

As described in “Organizational Structure,” upon completion of the Reorganization Transactions, Jersey Mike’s Subs Inc. will own (including through wholly owned subsidiaries) approximately % of the economic interest in Jersey Mike’s Holdings and will have % of the voting power in Jersey Mike’s Holdings, thereby controlling its management. The remaining economic interest, approximately %, will be reflected as non-controlling interest in the unaudited pro forma condensed consolidated balance sheet.

Represents an adjustment to equity reflecting (i) par value for Class A common stock and Class B common stock, (ii) a decrease in $ of historical members’ equity to non-controlling interest related to the % economic interest held by the Continuing Common Unitholders, and (iii) reclassification of historical members’ equity of $ million to Additional paid-in capital.

Represents (i) the net primary proceeds of approximately $ million from selling Class A common stock, based on the initial public offering price of $ per share, after deducting assumed underwriting discounts and commissions, (ii) payment of approximately $ million to repay partially the Series 2026-1 Class A-2-I Notes and $ million of accrued interest; and (iii) payment of approximately $ million to repay partially the Series 2026-1 Class A-2-II Notes and $ million of accrued interest which results in the full use of primary offering proceeds; refer to the “Use of Proceeds” for further details. The repayment of Series 2026-1 Notes were treated as a partial extinguishment with the related proportional value of $ million of the unamortized debt issuance costs written-off, which are recognized as a loss on debt extinguishment and recorded to accumulated deficit.

The adjustment to cash and cash equivalents is comprised of the following:


(in millions)		As of March 29, 2026
Net proceeds to Jersey Mike’s Subs Inc. from selling Class A common stock		$
Payment of accrued interest (Series 2026-1 Notes)
Repayment of current portion of long-term debt (Series 2026-1 Notes)
Repayment of long-term debt, net of current portion (Series 2026-1 Notes)
Remaining proceeds at the Company to use for general corporate purposes		$

The reduction to long-term debt, less current portion as of March 29, 2026 is comprised of the following:


		As of March 29, 2026
Repayment of long-term debt, less current portion (Series 2026-1 Notes)		$
Write-off of debt issuance costs related to repayment of indebtedness (Series 2026-1 Notes)
Total adjustment to long-term borrowings, less current portion (Series 2026-1 Notes)		$

Subsequent to March 29, 2026, we have accrued an incremental $ million of offering related costs within accrued expenses and other current liabilities that are expected to be expensed and were not included in the historical financial statements.

The following table is a reconciliation of the adjustments impacting additional paid-in-capital:

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		Note
Net proceeds from offering of Class A Common Stock	$	(e)
Reclassification of noncontrolling interest		(g)
Total	$

In addition to the adjustments to additional paid-in-capital above in note (f), other accounts within shareholders’ equity, including retained deficit, are adjusted to reflect the approximately % ownership interest held by the noncontrolling interests.



Reclassification of additional paid in capital		$
Reclassification of retained deficit
Total		$

3. Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed consolidated statement of operations for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025, as follows:

Sponsor Acquisition Transaction Adjustments

Reflects incremental amortization expense of $ million on finite-lived intangible assets acquired in connection with the Sponsor Acquisition. Incremental amortization expense has been calculated as follows ($ in millions) as adjusted for the amortization expense already reflected in the successor period:


Asset Class	Fair Value	Amortization Method	Estimated Life (Years)	Year Ended December 28, 2025

Reflects a reduction in interest expense of less than $ million associated with the deconsolidation of Farnborough, LLC $ million of long-term debt. Additionally, reflects (i) a less than $ million reduction in interest expense to eliminate interest expense associated with long-term debt that was not fair valued for the period from January 1, 2025 through January 15, 2026 and (ii) a $ million increase in interest expense to record interest expense associated with the $ million fair value step-down of long-term debt recorded in connection with purchase accounting adjustments related to the Sponsor Acquisition.

Represents adjustments to Income tax expense of less than $ million for the impact of the aforementioned pro forma adjustments using an estimated blended statutory income tax rate of % for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025, respectively. The income tax expense amount included in the unaudited condensed consolidated pro forma financial information relates to applicable (i) U.S. federal and state income tax expense and (ii) foreign income taxes in jurisdictions where the Company had operations. The unaudited pro forma tax expense does not purport to represent what income tax expense actually would have been if the Sponsor Acquisition had occurred on January 1, 2025.

Reorganization Transactions and Offering Transactions Adjustments

Represents non-recurring transaction-related costs of approximately $ million in connection with the Offering Transactions that were not reflected in the historical consolidated statement of operations. These non-recurring transaction-related costs were not eligible for capitalization and are reflected as if incurred

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on January 1, 2025, the date the Offering Transactions occurred for purposes of the unaudited pro forma condensed consolidated statement of operations.

Following the Reorganization Transactions and Offering Transactions, Jersey Mike’s Subs Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes, as a corporation on its share of Jersey Mike’s Holdings’ taxable income. As a result, the unaudited pro forma condensed consolidated statement of operations reflects an adjustment to Income tax expense to reflect an effective income tax rate of % and % for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025, respectively, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.

As described in “Organizational Structure,” upon completion of the Reorganization Transactions and Offering Transactions, Jersey Mike’s Subs Inc. will become the managing member of Jersey Mike’s Holdings, and Jersey Mike’s Subs Inc. will directly or indirectly own approximately % of the economic interest in Jersey Mike’s Holdings but will have 100% of the voting power and will control the management of Jersey Mike’s Holdings. Immediately following the completion of this offering, the ownership percentage held by noncontrolling interests will be approximately %. Net income attributable to the noncontrolling interests will represent % of Income (loss) before income tax expense. These amounts have been determined based on an assumption that the underwriters’ option to purchase additional shares is not exercised.

This adjustment relates to the compensation expense we expect to incur following the completion of this offering which relates to the recognition of approximately $ million and $ million of compensation expense for the thirteen weeks ended March 29, 2026 and the year ended December 28, 2025, respectively, associated with awards that vest upon the Sponsor achieving certain multiple on invested capital (“MOIC”) and internal rate of return (“IRR”) metrics in respect of its original investment in Jersey Mike’s Holdings, subject to the grantee’s continued service through such achievement date. The $ million of stock-based compensation expense recognized for the year ended December 28, 2025 consists of (i) approximately $ million related to a cumulative catch-up adjustment recognized, representing compensation cost attributable to service rendered from the grant date through the IPO date, (ii) approximately $ million attributable to the achievement of the applicable MOIC and IRR threshold in connection with the Sponsor sale as part of the IPO, and (iii) approximately $ million representing stock-based compensation expense recognized during the year ended December 28, 2025. Such adjustment is inclusive of $ million calculated incremental compensation cost relating to the modification of outstanding Performance-Vesting Units to provide that certain of the returns to the Sponsor on its investment (but not others) will be deemed satisfied on a retroactive and going forward basis on the second anniversary of the completion of this offering, for which $ million is recognized at the IPO date and $ million is recognized during the year ended December 28, 2025. For additional information, see “Management—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.”

Reflects (i) the reduction in contractual interest expense of $ million for the thirteen weeks ended March 29, 2026 as a result of the repayment of a portion of the outstanding indebtedness under our Series 2026-1 Notes, as described herein, as if such repayment occurred on January 1, 2025, and (ii) the reduction in amortization expense of less than $ million for the thirteen weeks ended March 29, 2026 associated with the unamortized debt issuance costs that were written-off as a result of the repayment of our Series 2026-1 Notes. The $ million of unamortized debt issuance costs written-off was recognized as a loss on debt extinguishment and classified as other expense, net in the unaudited pro forma condensed consolidated statement of operations for the thirteen weeks ended March 29, 2026. There was no impact on the fiscal year ended December 28, 2025 as the Series 2026-1 Notes were issued by the Company in February 2026.

The basic and diluted pro forma net income (loss) per share of Class A Common Stock represents Net income (loss) attributable to Jersey Mike’s Subs Inc. divided by the Class A commons stock issued in the Reorganization Transactions and in this offering, which is assumed to be outstanding for the entirety of

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the period presented. The noncontrolling interest owners own shares of Class B Common Stock. These shares of Class B Common Stock are not considered participating securities because they have no right to receive dividends or a distribution on liquidation or winding up of Jersey Mike’s Subs Inc., and no earnings are allocable to such class. Accordingly, basic and diluted earnings per share of Class B Common Stock has not been presented. The table below presents the computation of pro forma basic and dilutive loss per share for Jersey Mike’s Subs Inc. (in millions, except per share amounts):


	Thirteen Weeks Ended March 29, 2026	Year Ended December 28, 2025
Numerator:
Net income (loss)	$	$
Net income (loss) attributable to non-controlling interests
Net income (loss) attributable to Jersey Mike’s Subs Inc.
Reallocation of net income (loss) attributable to vested incentive units
Numerator for net income (loss) – Basic
Net income (loss) effect of dilutive securities:
Effect of stock compensation awards
Effect of conversion of non-controlling interest to Class A common stock
Numerator for net income (loss) per share – Diluted
Denominator:
Weighted average shares of Class A common stock outstanding – Basic
Weighted average effect of dilutive securities:
Effect of stock compensation awards(1)
Effect of conversion of non-controlling interest to Class A common stock(2)
Weighted average shares of Class A common stock outstanding – Diluted
Basic net income (loss) per share	$	$
Diluted net income (loss) per share	$	$

(1)

Potential shares of common stock are excluded from the computation of diluted net income per share if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following table presents potentially dilutive securities excluded from the computation of diluted net income per share/unit for the period presented.


	Thirteen Weeks Ended March 29, 2026	Year Ended December 28, 2025
Incentive units
Performance-based incentive units
Class B common stock

(2)

The non-controlling interest owners, which we refer to as Continuing Common Unitholders, have exchange rights which enable the non-controlling interest owners to exchange Common Units for shares of Class A common stock on a one for one basis. The non-controlling interest owners exchange rights cause the Common Units to be considered dilutive shares for purposes of dilutive income (loss) per share calculations.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data” and the accompanying financial statements included elsewhere in this prospectus. In addition to historical information, this discussion and analysis contain forward-looking statements based on current expectations that involve risks, uncertainties, and assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Risk Factors” and “Forward-Looking Statements.”

Overview

Jersey Mike’s is a high-growth franchisor of fast casual, submarine-style sandwich restaurants specializing in authentic, hand-crafted, craveable subs. Built over 70 years on one uncompromising belief – that a truly great sub sandwich can change your day and that a truly great brand changes its community – Jersey Mike’s is now one of the largest and fastest-growing limited-service restaurant brands based on U.S. systemwide sales and unit growth, with 3,300 stores across all 50 states and two countries – nearly all of which are franchised. We believe our sub sandwiches have a broad appeal and serve a diverse range of customers across the lunch, snack, and dinner dayparts.

Since 1956, we have embraced the idea that great food and meaningful impact go hand in hand, built on the highest quality ingredients, authentic relationships, and a commitment to giving back to the communities we serve. We carefully consider every aspect of what we do – every slice, every sandwich, every store. We proof, score, and bake our bread fresh every morning. Fresh vegetables are hand cut daily in-store. Meats and premium cheeses are sliced fresh to order. Subs are finished with our classic Mike’s Way preparation which includes fresh onions, crisp lettuce, juicy tomatoes, sprinkled with the “Juice,” our signature blend of red wine vinegar and oil, and then seasoned to perfection. Our delicious hot subs are made with fresh-grilled proteins, such as steak, chicken and even freshly cooked bacon. That same attention and care carry through to how we engage with and support our communities. This commitment is exemplified by Jersey Mike’s Month of Giving. We run a giving campaign all month in all participating stores and on our app, and we donate 100% of our sales on the last Wednesday of March to local and national charities across the U.S. and Canada. This has culminated in Jersey Mike’s raising more than $166 million for local charities since 2011 (cumulatively through April 2026).

Our franchise owners are both large multi-store operators and smaller, single-store franchise owners who are deeply invested in their local communities. As of December 28, 2025, the system included more than 630 unique franchise owners of which approximately 80 franchise owners operate 10 or more stores, while more than 330 franchise owners operate only one or two stores, resulting in a highly diversified ownership base with no meaningful reliance on any single operator. We have developed an operating platform designed to support compelling unit-level economics for our franchise owners, which supports reinvestment in new store development and continued systemwide growth for the Jersey Mike’s brand. This platform includes marketing and digital capabilities aimed at customer acquisition and engagement, as well as supply chain, technology, and operational processes intended to support consistency and efficiency at the store level. Systemwide, our Average Unit Volume was $1.4 million in Fiscal 2025 and store Cash-on-Cash Returns were approximately 42%. Cash-on-Cash Returns, Average Store Sales-to-Investment Ratio and Store-level EBITDA referenced throughout this prospectus are based on information self-reported by our franchise owners and have not been independently verified.

We primarily generate revenue from our franchise system including royalties and advertising fees, which are a percentage of sales that are collected from franchise owners over the course of the term of the franchise agreement. Other sources of revenue include supplier program payments, technology fees, franchise fees and gift card breakage revenue.

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Factors Affecting the Comparability of our Results of Operations

The Sponsor Acquisition

On January 16, 2025, we were acquired by the Buyer (as defined herein) as a new portfolio investment for a purchase price of $6.3 billion. For additional information, see “About This Prospectus—Financial Statement Presentation” and “Certain Relationships and Related Person Transactions—Sponsor Acquisition.”

In connection with the Sponsor Acquisition, we identified certain historical expenses that are a legacy of our operations as a private, founder-led organization. We believe these expenses are not essential to or indicative of our future operations and we do not expect them to recur in periods following this offering. Such expenses primarily included large, founder-directed discretionary bonuses paid to certain individuals and charitable donations. Amounts totaled $11 million, $192 million and $112 million in fiscal year 2025, 2024 and 2023, respectively. In addition, in 2025, the founder paid transaction bonuses of $411 million, which were not included in our Consolidated Statement of Operations. Such expenses were classified as “on-the-line” but were reflected as a net cash outflow on our Consolidated Statement of Cash Flows as amounts paid to our employees were processed through our payroll.

Reorganization Transactions

In connection with this offering, we will complete a reorganization into a holding corporation structure whereby Jersey Mike’s Inc. will become a holding corporation of which the principal asset will be a controlling interest in Jersey Mike’s Holdings. As the managing member of Jersey Mike’s Holdings, Jersey Mike’s Inc. will operate and control all the business and affairs of Jersey Mike’s Holdings and, through Jersey Mike’s Holdings and its subsidiaries, conduct our business. For additional information, see “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of Jersey Mike’s Holdings”.

Following the completion of this offering, we expect to incur additional costs associated with operating as a public company. We expect that these costs will include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations and other expenses that we did not incur as a private company.

In addition, following the completion of this offering, we expect to incur stock-based compensation expense associated with awards that vest upon our Sponsor achieving certain MOIC and IRR metrics. For additional information, see “Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations—Reorganization Transactions and Offering Transactions Adjustments.” In addition, in connection with the Reorganization Transactions and this offering, we will enter into the tax receivable agreement as described under “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Area Director Buyouts

Historically, Jersey Mike’s operated a field support structure under an “Area Director” model, consisting of both corporate employees (“Corporate Area Directors”) and independent operators, many of whom are, or have previously been, franchise owners (“Franchisee Area Directors”). Area Directors were responsible for recruiting franchise owners within their territories and supporting them across site selection, development, opening and ongoing operations, while also serving as a liaison between the franchise owners and the Company.

In most cases, Franchisee Area Directors received payments equal to approximately 2% of gross sales from stores within their territories, which were paid by the Company.

We have substantially completed the transition from this model to an internally staffed “Regional Vice President” model in which corporate employees (“Regional Vice Presidents”), supported by Company franchise business consultants, perform these functions. This transition enhances operational consistency, strengthens alignment with franchise owners, and provides greater control over execution across the system.

As part of this transition, we have begun and will continue to buy out the remaining contractual rights of Franchisee Area Directors. The elimination of these arrangements will reduce the ongoing payment of a percentage of gross sales to third parties and allow us to more efficiently deploy resources to support Systemwide Sales growth.

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As of May 2026, there is one remaining Franchisee Area Director accounting for approximately 1% of Systemwide Sales.

Amounts associated with these Area Director buyouts are included in selling, general and administrative expenses and presented separately in the section titled “—Non-GAAP Financial Measures” and are excluded from Adjusted EBITDA.

Fiscal Calendar and Seasonality

On December 12, 2025, our board of directors approved a change in our fiscal year end from December 31 to a 52/53-week fiscal year that ends on the last Sunday of the calendar year. This change is effective for fiscal year ended December 28, 2025 and applied prospectively. Prior-period operating results were not adjusted and remain presented on a calendar basis. While the shift affects comparability of fiscal quarters and the annual period for the year ending December 28, 2025, the impact is not material. Due to the fiscal year change, the years ended December 28, 2025, December 31, 2024 and December 31, 2023 contained 362 days (comprised of 347 days in the Successor period and 15 days in the Predecessor period), 366 days and 365 days, respectively.

Our business is subject to seasonal fluctuations in that our store sales are typically nominally higher during the summer months affecting the second and third quarters, and nominally lower in the winter months, affecting the first and fourth quarters.

Key Factors Affecting Our Performance

Industry Growth

We operate within the large and growing limited-service restaurant market. As of 2025, the U.S. limited-service restaurant market was approximately $377 billion and has grown at an approximate 6% CAGR since 2019, according to Technomic, Inc. Within this market, the fast-casual segment has grown from approximately $45 billion in 2019 to $84 billion in 2025 representing a CAGR of 8.4%.

Industry growth has been supported by several factors, including increased consumer spending on food away from home, which represented approximately 45% of total food spend in 2025 up from 40% in 2006. In addition, consumer sentiment has shifted toward higher-quality offerings and greater menu customization, contributing to continued share gains for the fast-casual segment relative to traditional quick-service and casual dining formats.

Our positioning within the fast-casual segment aligns with these trends and supports continued growth opportunities. We employ an asset-light, highly-franchised business model that generates strong operating margins and cash flow driven by low capital expenditures and minimal working capital needs. As we continue to expand our store base and grow our same-store sales, we expect to continue growing revenues, earnings and cash flows.

Expand Our Store Base

While we operate in all 50 states today, we believe we remain under-penetrated in all markets, providing substantial runway for growth. We have a strong domestic development pipeline of over 1,600 stores across new and existing markets. Over 90% of this pipeline is being undertaken by existing franchise owners – a powerful signal of franchisee confidence in the model. As of June 30, 2026, agreements have been signed for over 1,250 of these stores and the remaining are in active negotiation. We support franchise owner expansion through a structured site selection process that incorporates market analysis, demographic data, and expected returns.

We also see a significant opportunity to expand internationally in markets where the sandwich category is already well established. We have entered into a 300-store development agreement within Canada, where initial locations generated annualized average weekly sales of approximately $1.6 million in Fiscal 2025, and an agreement for approximately 300 stores in the United Kingdom and Ireland. We are continuing to build infrastructure to support international growth and expect to expand into additional markets over time.

Net Store Growth was 8.5%, 11.8% and 11.9% for the years ended December 28, 2025 and December 31, 2024 and 2023, respectively. The moderation in 2025 net store growth reflects the carryover impact of a founder-directed pause in development during 2024. Following the transition to new management, we completed a comprehensive

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market planning exercise and reactivated development under a more systematic growth framework. Given the combined opportunity for both domestic and international expansion, we are targeting annual Net Store Growth of approximately 8-10% over time.

Franchise Owners Economics

The continued health and growth of our brand is reliant on our franchise owners continuing to achieve strong financial returns. We primarily assess our franchise owners’ health by monitoring their Cash-on-Cash Returns, which are a function of Store-level EBITDA relative to Build Costs. Store-level EBITDA is a function of Average Unit Volume and Store-level Margin. Build Costs are influenced by real estate availability and underlying development costs. In aggregate, these factors can be influenced by macroeconomic factors and changing consumer preferences. We believe current Cash-on-Cash Returns of approximately 42% compare favorably to the industry and other possible investment opportunities for our franchise owners, driven by our in-line development strategy, supply chain, flexible labor model, and strong and growing unit volumes. Cash-on-Cash Returns and Store-level EBITDA referenced throughout this prospectus are based on information self-reported by our franchise owners and have not been independently verified.

Same-Store Sales Growth

We have a track record of increasing AUVs, which reached approximately $1.4 million in Fiscal 2025 representing a 6% CAGR since 2006. One of the key factors driving AUV Growth is Same-Store Sales Growth, which was 8.4% in 2023, 2.0% in 2024, and 3.2% in 2025. In recent years, we have navigated a dynamic economic environment, including periods of elevated inflation, by driving demand, effectively managing our supply chain, and delivering strong price-to-quality value to our customers.

Our operating model, including kitchen workflows, labor structure, and technology, is designed to support higher volumes without significant incremental investment. Approximately 6% of the system has achieved AUVs of $2.0 million or higher, demonstrating the ability of the model to operate at elevated volume levels. We expect to drive continued Same-Store Sales Growth and AUV expansion through the following initiatives:

•

Customer growth and frequency. We are focused on enhancing the effectiveness of our digital marketing and MyMike’s loyalty program to drive new customer acquisition and increase visit frequency. We see a meaningful opportunity to better leverage first-party data and improve targeting and personalization, building on capabilities already embedded in our platform. In addition, we are expanding sales opportunities through catering and bundled offerings.

•

Digital and delivery channels. Digital sales, which include our mobile app, online ordering, and third-party delivery, is a meaningful opportunity for continued growth. We have already invested in the infrastructure to support increased digital and delivery volumes and believe further growth can be achieved through improved utilization, marketing integration, and customer engagement to expand overall order occasions.

•

Menu development. We introduce limited-time offerings and targeted menu enhancements designed to drive trial and frequency while maintaining operational simplicity. Recent product launches, including Mike’s Hot Italian Sub, have demonstrated the ability to impact product mix and support incremental sales without adding operational complexity to store operations.

•

Store Operations. Another key driver of our strategy is our relentless focus on store-level operational excellence. We prioritize rigorous training programs, standardized operating procedures, and a culture of hospitality that ensures consistent, high-quality execution in every location. By emphasizing fresh, hand-sliced meats and cheeses, in-store baked bread, and the signature “Mike’s Way” preparation, we strive to deliver a superior guest experience.

Marketing Effectiveness

We collect advertising fees from our franchise owners and spend considerably on activities designed to increase brand awareness, attract new customers, and increase customer frequency. We believe that our ability to utilize this spending effectively represents a key driver for ongoing system sales growth. We also believe the scale of this program

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to be a competitive differentiator relative to many of our peers. We deploy our advertising spending across traditional and digital channels in an effort to achieve our goals.

Key Performance Measures

In assessing the performance of our business, in addition to considering a variety of measures in accordance with GAAP, our management team also considers a variety of key performance measures and non-GAAP financial measures. We believe these key performance measures and non-GAAP measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. See “—Non-GAAP Financial Measures” below for a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin with the most directly comparable financial measure presented in accordance with GAAP.

The key performance measures, some of which are non-GAAP financial measures, used by our management to evaluate our performance are presented below.


Systemwide Sales	Represents net sales for all Jersey Mike’s stores. This measure allows management to better assess our overall store performance, the health of our brand and the strength of our market position compared to competitors. Our systemwide sales growth is driven by the number and sales volume of new store openings as well as Same-Store Sales Growth. Note that Systemwide Sales do not reflect our revenue and should not be viewed as a substitute for Total revenues discussed below.
Same-Store Sales Growth	Represents the change in year-over-year sales for the same store base on a constant-currency basis. We define the same-store base to include those traditional stores (whether company-owned or franchised) open for at least 425 days (14 calendar months). This measure highlights the performance of existing traditional stores, while excluding the impact of new traditional store openings and permanent closures. Same-Store Sales Growth is driven by increases in transactions and average check. Average check increases are driven by price increases or favorable mix shift from either an increase in items purchased or shifts into higher-priced items. Non-traditional stores, which are not included in Same-Store Sales Growth, include locations or operating models materially different than a standard Jersey Mike’s location, including kiosks, airports, colleges, commissaries, food courts, entertainment venues, etc., which make comparability year-over-year difficult or not meaningful.
Digital sales mix	Represents the percentage of Systemwide Sales that are generated through our digital channels (mobile app, online ordering, and third-party delivery) and measures the performance of our investments made in our digital platform and partnerships with third-party delivery partners.
Average Unit Volume (AUV)	Represents (i) the trailing 364 days revenues of stores in the comparable store base, divided by (ii) the number of operating days of comparable stores in the same period, multiplied by (iii) 364. We use AUV to assess and understand the overall performance of stores in our system, as well as the profitability of our franchise owners. AUV is impacted by changes in guest traffic, menu prices and product mix.
Net Store Growth	Represents (i) the total number of open stores as of a specific date divided by (ii) total number of open stores in the prior annual period, (iii) minus one.
New store openings	Represents the number of store openings in a period including franchised and company-owned stores.
Total stores	Represents the number of stores in our system as of the relevant measurement date, including both company-owned and franchised stores and traditional and non-traditional stores.
Total revenues	Reflects royalty and advertising fees derived from Systemwide Sales across our franchised store base, supplemented by contributions from company-operated locations, as well as other revenues such as supplier program payments, upfront development and franchise fees, technology fees and gift card income.

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Adjusted EBITDA	Defined as Net income plus (i) interest expense, net of interest income; (ii) income tax expense; (iii) depreciation and amortization; (iv) equity-based compensation and related payroll tax, (v) acquisition-related expenses; (vi) IPO-related expenses; (vii) founder-related discretionary expenses that by their nature have not recurred and are not expected to recur in periods following the Sponsor Acquisition; (viii) Area Director buyouts; and (ix) corporate transition (severance, early contract termination, etc.) and other expenses, which includes gain (loss) on the sale or disposal of assets and extinguishment of debt. Examples of such founder-related discretionary expenses include founder-directed discretionary bonuses and charitable donations. Adjusted EBITDA is a non-GAAP financial measure. See “—Non-GAAP Financial Measures.”
Adjusted EBITDA margin	Defined as Adjusted EBITDA divided by Total revenues. Management uses Adjusted EBITDA margin to gain a better understanding of our profitability. We believe this is useful insight to gain further understanding of our profitability and make long-term strategic decisions. Adjusted EBITDA margin is a non-GAAP financial measure. See “—Non-GAAP Financial Measures.”

These key performance measures for each reporting period presented are as follows:


	Thirteen Weeks Ended March 29, 2026			Thirteen Weeks Ended March 30, 2025			Fiscal Year 2025			Fiscal Year 2024			Fiscal Year 2023
Systemwide sales (in millions)	$	1,097		$	1,010		$	4,217		$	3,735		$	3,342
Same-store sales growth		1.7	%		4.9	%		3.2	%		2.0	%		8.4	%
Digital sales percentage		44	%		42	%		42	%		40	%		38	%
Average unit volume (AUV, in thousands)	$	1,368		$	1,341		$	1,364		$	1,328		$	1,307
Net store growth		8.1	%		10.6	%		8.5	%		11.8	%		11.9	%
New store openings (gross)		47			59			267			323			298
Total stores (end of period)(a)		3,300			3,054			3,256			3,002			2,686

(a) Includes 37 non-traditional stores as of December 28, 2025 and 36 non-traditional stores as of March 29, 2026.


	Domestic Franchised			International Franchised			Company- owned(a)			Total System
Store count as of January 1, 2023		2,379			3			18			2,400
Openings		296			—			2			298
Closures		(11	)		(1	)		—			(12	)
Net transfers(b)		1			(2	)		1			—
Store count as of December 31, 2023		2,665			—			21			2,686
Openings		314			3			6			323
Closures		(6	)		—			(1	)		(7	)
Net transfers(b)		(3	)		2			1			—
Store count as of December 31, 2024		2,970			5			27			3,002
Openings		246			16			5			267
Closures		(12	)		—			(1	)		(13	)
Net transfers(b)		5			—			(5	)		—
Store count as of December 28, 2025		3,209			21			26			3,256
Openings		47			—			—			47
Closures		(3	)		—			—			(3	)
Net transfers(b)		(10	)		—			10			—
Store count as of March 29, 2026		3,243			21			36			3,300

(a)

All company-owned stores are located in the U.S. except two stores in Canada as of December 31, 2023.

(b)

Represents store transfers between franchise owners and the Company.

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	Successor									Predecessor
($ in millions)	Thirteen Weeks Ended March 29, 2026			January 16 to March 30, 2025			January 16 to December 28, 2025			January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Total revenues	$	185		$	139		$	696		$	28		$	653		$	561
Adjusted EBITDA (a)		84			56			327			12			263			195
Adjusted EBITDA margin		45	%		40	%		47	%		43	%		40	%		35	%
Net income (loss) (b)	$	(24	)	$	14		$	59		$	(4	)	$	5		$	21

(a)

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures intended as a supplemental measure of our performance and are neither required by, nor presented in accordance with, GAAP. See “—Non-GAAP Financial Measures” for a reconciliation of these measures to their most comparable GAAP measure.

(b)

We do not consider this metric to be a key performance measure but have included such metrics in this table to provide the most directly comparable GAAP measure for Adjusted EBITDA and Adjusted EBITDA margin.

Components of Results of Operations

We have one core business activity and operate in one operating and reportable segment. The components of our results of operations are presented below:


Royalties and other revenue	Consist of (i) sales-based fees calculated as a percentage of franchised store sales and (ii) other revenue, which primarily includes supplier program payments, technology fees, initial franchise fees and upfront development fees in connection with franchise and area development agreements, and gift card income.
Advertising fees	Consist of fees charged to franchise owners based on a percentage of their gross sales. These fees are collected and administered by us to support systemwide brand marketing and advertising, including national and local media campaigns. Although recognized as revenue, these activities are performed for the benefit of the overall brand and franchise system.
Company-owned stores sales	Represents the revenue from sales of food and beverage products from all company-owned Jersey Mike’s stores.
Selling, general, and administrative expenses	Consists of administrative costs, compensation, and other costs associated with corporate and administrative function.
Advertising expenses	Represents brand-level marketing and advertising on behalf of our franchise owners and the Jersey Mike’s brand.
Company-owned store expenses	Consist of store-level cost of goods sold (food, beverage and paper costs) as well as labor, occupancy and other operating expenses (i.e. credit card and delivery fees, supplies, utilities, etc.) for all company-owned Jersey Mike’s stores.
Depreciation and amortization	Consists of amortization of finite-lived intangible assets (principally franchise agreements) and depreciation of fixed assets at both corporate office and company owned stores over their useful lives.
Interest income	Consists primarily of interest earned on cash and cash equivalents.
Interest expense	Consists of interest on long-term debt and notes payable as well as the amortization of deferred financing costs and the amortization of fair value adjustments to debt recorded in connection with purchase accounting.
Loss on debt extinguishment	Consists of the non-cash write-off of unamortized debt issuance costs and debt discount associated with former debt.
Other income (expenses), net	Consists primarily of the gain (loss) on the sale or disposal of assets.
Income tax expense	Historically consists of state income taxes. Following the completion of this offering, Jersey Mike’s Subs Inc. will be subject to taxation, including federal taxes as a corporation.

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Results of Operations

Comparison of the Thirteen Weeks Ended March 29, 2026 (Successor), the Period from January 1 to January 15, 2025 (Predecessor) and the Period from January 16 to March 30, 2025 (Successor)

The following table sets forth our results of operations for the periods presented:


	Successor						Predecessor
(in millions)	Thirteen Weeks Ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 1 to January 15, 2025
Revenue
Royalties and other revenues	$	122		$	92		$	19
Advertising fees		51			40			7
Company-owned stores sales		12			7			2
Total revenues		185			139			28
Operating expenses:
Selling, general and administrative expenses		78			39			19
Advertising expense		61			44			8
Depreciation and amortization		26			21			—
Company-owned stores expenses		8			6			1
Total operating expenses		173			110			28
Operating income		12			29			—
Interest income		(1	)		(3	)		(1	)
Interest expense		30			18			5
Loss on debt extinguishment		7			—			—
Income (loss) before income tax expense		(24	)		14			(4	)
Income tax expense		—			—			—
Net income (loss)	$	(24	)	$	14		$	(4	)
Adjusted EBITDA(a)	$	84		$	56		$	12

(a)

See “—Non-GAAP Financial Measures”

During the thirteen weeks ended March 29, 2026, royalties and other revenue totaled $122 million, increasing $11 million, or 10%. Advertising fees were $51 million, increasing $4 million, or 9%. The growth in both revenue streams was driven by Net Store Growth of 8.1% and Same-Store Sales Growth of 1.7% with Same-Store Sales Growth driven by transaction growth and a higher average check.

Selling, general and administrative expenses were $78 million during the thirteen weeks ended March 29, 2026, increasing $20 million, or 34%. This increase primarily includes $28 million of incremental year over year payments associated with Area Director buyouts, $6 million in IPO-related expenses, $3 million in equity-based compensation expense, and $3 million in incremental corporate transition and other expenses, partially offset by $11 million of lower founder-related discretionary expenses and $1 million of lower acquisition-related expenses. We expect our selling, general and administrative expenses (excluding area director buyouts) to increase in the near term reflecting investments in building out our corporate infrastructure to support our transition to a public company. For more information regarding founder-related discretionary expenses or Area Director buyouts, see “—Factors Affecting the Comparability of our Results of Operations—The Sponsor Acquisition.”

Advertising expense increased by $9 million, or 17%, during the thirteen weeks ended March 29, 2026. Over the long term, we expect advertising expenses to approximate advertising fee revenue, subject to some quarterly timing differences; however, in the next two years, expenses may exceed collections by up to approximately $15 million as we continue to work through legacy contractual commitments while simultaneously executing our higher-return digital marketing initiatives.

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During the thirteen weeks ended March 29, 2026, net loss was $24 million compared to net income of $10 million in the prior year. The decrease was primarily driven by $28 million of incremental Area Director buyouts, $7 million in incremental interest expense due to a higher average debt balance versus the prior year, and a $5 million increase in depreciation and amortization expense related to the Sponsor Acquisition, partially offset by 11% growth in revenue.

Comparison of the Period from January 16 to December 28, 2025 (Successor), the Period from January 1 to January 15, 2025 (Predecessor), and the Year Ended December 31, 2024 (Predecessor)

The following table sets forth our results of operations for the periods presented:


	Successor			Predecessor
(in millions)	Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024
Revenue
Royalties and other revenues	$	464		$	19		$	434
Advertising fees		196			7			183
Company-owned stores sales		36			2			36
Total revenues		696			28			653
Operating expenses:
Selling, general and administrative expenses		214			19			349
Advertising expense		207			8			220
Depreciation and amortization(a)		96			—			10
Company-owned stores expenses		28			1			30
Total operating expenses		545			28			609
Operating income		151			—			44
Interest income		(9	)		(1	)		(5	)
Interest expense (b)		99			5			43
Other expense, net		1			—			—
Income (loss) before income tax expense		60			(4	)		6
Income tax expense		1			—			1
Net income (loss)	$	59		$	(4	)	$	5
Adjusted EBITDA(c)	$	327		$	12		$	263

(a)

Fiscal 2025 includes amortization related to the creation of certain intangible assets from the Sponsor Acquisition.

(b)

Fiscal 2025 reflects higher average debt balance due to debt issuances in December 2024 and July 2025.

(c)

See “—Non-GAAP Financial Measures”

During Fiscal 2025, royalties and other revenue totaled $483 million, increasing $49 million, or 11%, year over year. Advertising fees were $203 million, increasing $20 million, or 11% year over year. The growth in both revenue streams was driven by Net Store Growth of 8.5% and Same-Store Sales Growth of 3.2% with Same-Store Sales Growth reflecting stable transactions as well as higher average check.

Selling, general and administrative expenses were $233 million in Fiscal 2025, decreasing $116 million, or 33%, year over year. This decrease includes $181 million of lower founder-related discretionary expenses and $6 million of lower acquisition-related expenses, partially offset by $44 million of higher costs associated with Area Director buyouts, $8 million in equity-based compensation expense, $7 million in IPO-related expenses and $6 million in higher corporate transition and other expenses. Absent these items, SG&A increased $6 million, or 4%, year-over-year primarily reflecting investments in building out our corporate infrastructure to support our transition to a public company, as well as our international expansion strategy. For more information regarding founder-related discretionary expenses or Area Director buyouts, see “—Factors Affecting the Comparability of our Results of Operations—The Sponsor Acquisition.”

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Advertising expense declined by $5 million year-over-year in 2025. Included in the 2025 results were discretionary marketing expenses of $7 million (compared to $38 million in 2024), as well as a $5 million contract termination payment. Absent these items, advertising expense increased $21 million, or 12%, year-over-year reflecting higher contributions by franchise owners, which were deployed into sales-generating marketing investments efforts. On a go-forward basis, we expect advertising expenses to approximate advertising fee revenue, subject to some quarterly timing differences; however, in the next two years, expenses may exceed collections by up to approximately $15 million as we continue to work through legacy contractual commitments while simultaneously executing our higher-return digital marketing initiatives.

During fiscal year 2025, net income was $55 million compared to $5 million in 2024. The change principally reflects 11% growth in royalties and other revenue and lower founder-related discretionary expenses, partially offset by an $86 million increase in depreciation and amortization expense related to the Sponsor Acquisition, a $56 million increase in net interest expense due to a higher average debt balance versus the prior year and $44 million of higher costs associated with Area Director buyouts.

Comparison of the Year Ended December 31, 2024 (Predecessor) and the Year Ended December 31, 2023 (Predecessor)

The following table sets forth our results of operations for the periods presented:


	Predecessor
(in millions)	Year ended December 31, 2024			Year ended December 31, 2023			Change			Change (%)
Revenue:
Royalties and other revenue	$	434		$	371		$	63			17	%
Advertising fees		183			160			23			14	%
Company-owned stores sales		36			30			6			20	%
Total revenues		653			561			92			16	%
Operating expenses:
Selling, general and administrative expense		349			262			87			33	%
Advertising expenses		220			208			12			6	%
Depreciation and amortization		10			10			—			—	%
Company-owned stores expenses		30			24			6			25	%
Total operating expenses		609			504			105			21	%
Operating income		44			57			(13	)		(23	%)
Interest income		(5	)		(6	)		1			(17	)%
Interest expense		43			41			2			5	%
Income before income tax expense		6			22			(16	)		(73	%)
Income tax expense		1			1			—			—	%
Net income	$	5		$	21		$	(16	)		(76	)%
Adjusted EBITDA(a)	$	263		$	195		$	68			35	%

(a)

See “—Non-GAAP Financial Measures”

During Fiscal 2024, royalties and other revenue increased $63 million, or 17%, year-over-year. Advertising fees increased $23 million, or 14% year-over-year. These increases reflected Net Store Growth of 11.8% and Same-Store Sales Growth of 2.0%.

Selling, general and administrative expenses were $349 million in 2024, increasing $87 million, or 33%, year-over-year. This increase includes $80 million of higher founder-related discretionary expenses, $7 million of acquisition-related expenses, and $2 million in corporate transition and other expenses, offset by an $8 million reduction in Area Director buyouts. Absent these items, SG&A increased $6 million or 4% year over year reflecting higher variable expenses to support continued net store and revenue growth.

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Advertising expense increased by $12 million year over year in 2024. Included in the 2024 results were discretionary marketing expenses of $38 million (compared to $48 million in 2023), absent which advertising expense increased $22 million, or 14%, year-over-year reflecting higher contributions by franchise owners, which were deployed into sales-generating marketing investments.

During Fiscal 2024, net income was $5 million compared to $21 million in 2023. The change principally reflects 17% growth in royalties and other revenue, partially offset by higher founder-led discretionary expenses.

Non-GAAP Financial Measures

Management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods to help investors, securities analysts and other parties better understand underlying trends in our business. The non-GAAP financial measures used by our management to evaluate our performance are presented below.


Adjusted EBITDA	As previously defined under “—Key Performance Measures,” management uses Adjusted EBITDA to assess operating performance, evaluate trends, and compare results with those of other restaurant companies. We believe this measure provides useful insight into our ability to generate earnings from core operations and to inform decisions related to budgeting, capital allocation, and debt servicing.
Adjusted EBITDA less Capital Expenditures	Defined as Adjusted EBITDA less purchases of property and equipment and acquisition of intangible assets (software developed for internal use and website design). Management uses this metric to evaluate the performance of core operations after investing in the capital expenditures necessary to operate the business.
Adjusted EBITDA less Capital Expenditures Conversion	Defined as Adjusted EBITDA less Capital Expenditures divided by Adjusted EBITDA. Management uses this measure to assess the performance of how efficiently we are investing in the capital expenditures necessary to operate our business.
Adjusted EBITDA margin	As previously defined under “—Key Performance Measures,” management uses Adjusted EBITDA margin to better assess profitability. We believe this is useful insight to our long-term strategic decision making.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion, are not liquidity measures and should not be considered as measures of discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.

These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. These limitations include, among others:

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion do not reflect period-to-period changes in taxes, income tax expense, or the cash necessary to pay income taxes;

•

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion do not reflect the impact of earnings or cash charges resulting from matters we consider not to be indicative of our ongoing operations;

•

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA margin do not reflect any cash requirements for such replacements. While Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion reflect capital expenditures on an accrual basis, the measures are not indicative of the timing of cash outlays for the replacements of such assets;

•

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

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•

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion do not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures and Adjusted EBITDA less Capital Expenditures Conversion do not reflect financing activities of our business; and

•

Other companies in our industry may calculate Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA less Capital Expenditures, Adjusted EBITDA less Capital Expenditures Conversion and differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, these non-GAAP measures should be viewed as a supplement to, and not substitutes for, GAAP results. To properly and prudently evaluate our business, we encourage you to review the financial statements included elsewhere in this prospectus and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliation of each of these non-GAAP measures to their most comparable GAAP measure.

The following tables provide reconciliations of the non-GAAP measures to the most directly comparable GAAP financial measures for all periods presented:


	Successor									Predecessor
(in millions)	Thirteen Weeks Ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2021
Net income (loss)	$	(24	)	$	14		$	59		$	(4	)	$	5		$	21		$	20		$	11
Add back:
Interest income		(1	)		(3	)		(9	)		(1	)		(5	)		(6	)		(2	)		(1	)
Interest expense		30			18			99			5			43			41			41			27
Income tax expense		—			—			1			—			1			1			—			—
Loss on extinguishment of debt		7			—
Other expense, net		—			—			1			—			—			—			1			1
Depreciation and amortization		26			21			96			—			10			10			9			7
Equity-based compensation expense(a)		3			—			8			—			—			—			—			—
Acquisition-related expenses(b)		—			—			—			1			7			—			—			—
IPO-related expenses(c)		6			—			7			—			—			—			—			—
Founder-related discretionary expenses(d)		—			—			—			11			192			112			114			129
Area Director buyouts(e)		32			4			52			—			8			16			—			3
Corporate transition and other expenses(f)		5			2			13			—			2			—			—			—
Adjusted EBITDA(g)	$	84		$	56		$	327		$	12		$	263		$	195		$	183		$	177
Capital Expenditures(h)		1			2			11			—			14			8			12			12
Adjusted EBITDA less Capital Expenditures	$	83		$	54		$	316		$	12		$	249		$	187		$	171		$	165
Adjusted EBITDA less Capital Expenditures Conversion		99	%		96	%		97	%		100	%		95	%		96	%		93	%		93	%
Net income (loss) margin(i)		(13	)%		10	%		8	%		(14	)%		1	%		4	%		4	%		3	%
Adjusted EBITDA margin(i)		45	%		40	%		47	%		43	%		40	%		35	%		38	%		44	%

(a)

Represents non-cash expense and related payroll taxes associated with equity incentive compensation; included within SG&A.

(b)

Represents costs incurred in connection with the Sponsor Acquisition, included within SG&A.

(c)

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(d)

(e)

Represents payments made to third-party Area Directors to terminate certain contracts that mandated payment of a percentage of gross sales for a geographic region. Included in SG&A.

(f)

Represents expenses incurred in connection with restructuring our operations to a corporate-led business, including severance and settlement payments, as well as any gains or losses on the sale or disposal of assets. Included in SG&A except for a $5 million advertising contract termination payment in 2025, which is included in advertising expense.

(g)

In connection with the Sponsor Acquisition, we implemented new business strategies and policies, including the elimination of advertising expenses in excess of advertising revenue and changes in compensation strategy. We have made no adjustments to Adjusted EBITDA in the historical periods presented to reflect the cost savings of these initiatives that we have implemented since the Sponsor Acquisition. The implied savings from the elimination of advertising expenses in excess of advertising revenue would have totaled $10 million, $4 million, $6 million, $0 million, $38 million, $48 million, $35 million and $11 million in the thirteen weeks ended March 29, 2026, the period from January 16 to March 30, 2025, the period from January 16 to December 28, 2025, the period from January 1 to January 15, 2025, the year ended December 31, 2024, the year ended December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021, respectively, and from the changes in compensation strategy and the elimination of other founder-led discretionary expenses would have totaled $1 million, $4 million, $11 million, $0 million, $32 million, $43 million, $32 million and $16 million in the thirteen weeks ended March 29, 2026, the period from January 16 to March 30, 2025, the period from January 16 to December 28, 2025, the period from January 1 to January 15, 2025, the year ended December 31, 2024, the year ended December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021, respectively. In addition, Adjusted EBITDA does not reflect cost savings from the transition to an internally staffed “Regional Vice President” model that we began implementing in Fiscal 2024. Such amounts would have totaled $2 million, $4 million, $16 million, $1 million, $1 million, $0 million, $0 million and $0 million in the thirteen weeks ended March 29, 2026, the period from January 16 to March 30, 2025, the period from January 16 to December 28, 2025, the period from January 1 to January 15, 2025, the year ended December 31, 2024, the year ended December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021, respectively

(h)

(i)

Net income (loss) margin represents net income (loss) divided by revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue.

Selected Quarterly Financial Data

The following table presents unaudited quarterly historical consolidated financial and other data for each of the periods indicated. The unaudited quarterly historical consolidated financial data have been derived from the unaudited consolidated financial statements of Jersey Mike’s HoldCo, LLC. This information should be read in conjunction with our financial statements included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results in any future period and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year.

Key Performance Indicators:


	Thirteen Weeks Ended
	March 29, 2026			December 28, 2025			September 28, 2025			June 29, 2025			March 30, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Systemwide sales (in millions)	$	1,097		$	1,023		$	1,083		$	1,101		$	1,010		$	942		$	955		$	975
Same-store sales growth		1.7	%		0.5	%		3.9	%		3.6	%		4.9	%		2.7	%		0.9	%		3.4	%
Digital sales percentage		44	%		43	%		42	%		41	%		42	%		40	%		40	%		40	%
Average unit volume (AUV, in thousands)	$	1,368		$	1,364		$	1,365		$	1,354		$	1,341		$	1,328		$	1,323		$	1,322
Net store growth		8.1	%		8.5	%		8.8	%		10.0	%		10.6	%		11.8	%		12.1	%		11.8	%
New store openings		47			81			54			73			59			87			82			77
Total stores		3,300			3,256			3,177			3,124			3,054			3,002			2,919			2,839

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Consolidated Statements of Operations Data:


	Successor															Predecessor
	Thirteen Weeks Ended												Eleven Weeks Ended			Two Weeks ended			Three Months Ended
(in millions)	March 29, 2026			December 28, 2025			September 28, 2025			June 29, 2025			January 16 to March 30, 2025			January 1 to January 15, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Net income (loss)		(24	)		(46	)		32			59			14			(4	)		(32	)		41			15
Reconciliation of Adjusted EBITDA to Net income (loss):
Net income (loss)	$	(24	)	$	(46	)	$	32		$	59		$	14		$	(4	)	$	(32	)	$	41		$	15
Add back:
Interest Income		(1	)		(1	)		(3	)		(2	)		(3	)		(1	)		(1	)		(1	)		(2	)
Interest expense		30			28			29			24			18			5			12			11			10
Income tax expense		—			1			—			—			—			—			1			—			—
Loss on extinguishment of debt		7			—			—			—			—			—			—			—			—
Other expense, net		—			1			—			—			—			—			—			—			—
Depreciation and amortization		26			25			25			25			21			—			2			2			3
Equity-based compensation(a)		3			1			7			—			—			—			—			—			—
Acquisition-related expenses (b)		—			—			—			—			—			1			4			—			—
IPO-related expenses(c)		6			6			1			—			—			—			—			—			—
Founder related discretionary expenses(d)		—			—			—			—			—			11			72			29			48
Area Director buyouts(e)		32			38			10			—			4			—			—			—			2
Corporate transition and other expenses(f)		5			7			3			1			2			—			—			1			1
Adjusted EBITDA	$	84		$	60		$	104		$	107		$	56		$	12		$	58		$	83		$	77

(a)

Represents non-cash expense associated with equity incentive compensation; included within SG&A.

(b)

Represents costs incurred in connection with the Sponsor Acquisition, included within SG&A.

(c)

(d)

(e)

Represents payments made to third-party Area Directors to terminate certain contracts that mandated payment of a percentage of gross sales for a geographic region. Included in SG&A.

(f)

Represents expenses incurred in connection with restructuring our operations to a corporate-led business, including severance and settlement payments (reflected in SG&A except for a $5 million advertising contract termination payment in 2025, which is included in advertising expense).

Liquidity and Capital Resources

Our primary sources of liquidity are our cash and cash equivalents, available borrowings under our variable funding notes (“VFN”) facility and cash generated by operating activities. Outside of operational activities, and relative to our total liquidity, we expect to have limited cash obligations. As an asset-light franchisor, our primary non-operational uses of cash include capital expenditures to support technological initiatives, investments in our corporate headquarters, and development of a limited number of company-owned stores. At times, we may also elect to purchase or divest company-operated stores, though we currently have no plans to materially increase the number of company-owned stores. We believe that cash provided by operating activities and existing cash and cash equivalents on hand, together with amounts available under our variable funding notes facility, are sufficient to satisfy our anticipated cash requirements.

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Cash Flows

We had cash, cash equivalents and restricted cash of $276 million, $227 million, $246 million and $843 million as of March 29, 2026, March 30, 2025, December 28, 2025 and December 31, 2024, respectively. The following table summarizes our cash flows for the periods presented:


	Successor									Predecessor
(in millions)	Thirteen Weeks Ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025		Year Ended December 31, 2024			Year Ended December 31, 2023
Net cash and cash equivalents and restricted cash provided by (used in):
Operating activities	$	86		$	(309	)	$	(210	)	$	—	$	38		$	67
Investing activities(a)		(23	)		(1	)		(9	)		5		(61	)		(13	)
Financing activities		(33	)		(35	)		(107	)		14		727			(21	)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	30		$	(345	)	$	(326	)	$	19	$	704		$	33

(a)

Capital expenditures, comprising of purchases of property and equipment and capitalized software costs, for the period from January 16, to March 30, 2025 (Successor), for the thirteen weeks ended March 29, 2026 (Successor), January 16, to December 28, 2025 (Successor), January 1 to January 15, 2025 (Predecessor) and for each of the years ended December 31, 2024, 2023, 2022 and 2021 were $2 million, $1 million, $11 million, none, $55 million, $8 million, $12 million and $12 million, respectively.

Thirteen Weeks Ended March 29, 2026 vs. the Period March 30, 2025

Operating Activities: For the thirteen weeks ended March 29, 2026, we generated $86 million of cash from operating activities whereas during period ended March 30, 2025 we used $309 million of cash for operating activities. This change was primarily driven by $411 million of transaction bonuses paid by the founder during 2025 (see “—Factors Affecting the Comparability of our Results of Operations—The Sponsor Acquisition”) and $11 million of lower founder-related discretionary items partially offset by $13 million of incremental cash used for Area Director buyouts and $16 million of incremental interest payments resulting from higher levels of indebtedness.

Investing Activities: The increase in net cash used in investing activities for the thirteen weeks ended March 29, 2026 was driven by the acquisition of 10 franchise-owned stores for $23 million.

Financing Activities: For the thirteen weeks ended March 29, 2026, net cash used for financing activities was $33 million and principally reflected member distributions of $37 million, partially offset by $4 million of net debt proceeds. For the period ended March 30, 2025, we used $35 million for financing activities primarily reflecting member distributions of $30 million.

Fiscal Year 2025 vs. Fiscal Year 2024

Operating Activities: In Fiscal 2025, we used $210 million of cash in operating activities whereas in 2024, we generated $38 million of cash from operating activities. This change was primarily driven by $411 million of transaction bonuses paid by the founder (see “—Factors Affecting the Comparability of our Results of Operations—The Sponsor Acquisition”) and $44 million in increased Area Director buyouts versus 2024, partially offset by $181 million in lower founder-related discretionary expenses. Absent these items, net cash provided by operating activities increased by $26 million, with improvements in core operations partially offset by $40 million of incremental net interest payments resulting from higher levels of indebtedness.

Investing Activities: The decrease in net cash used in investing activities for Fiscal 2025 was driven by the $41 million purchase of an aircraft that occurred in the prior year on the founder’s behalf (which was transferred to the founder in connection with the Sponsor Acquisition), as well net cash inflows from notes receivable in 2025 compared to net cash outflows in 2024.

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Financing Activities: In 2025, net cash used for financing activities was $93 million and principally reflected by member distributions of $468 million, partially offset by $374 million of net debt activity. In 2024, we generated $727 million from financing activities primarily reflecting net additional debt borrowings of $759 million.

Fiscal Year 2024 vs. Fiscal Year 2023

Operating Activities: The decrease in net cash used in operating activities for Fiscal 2024 was primarily driven by $80 million in higher founder-related discretionary expenses, partially offset by lower Area Director buyout payments of $8 million. Absent these items, net cash provided by operating activities increased $43 million, primarily representing improvements in core operations.

Investing Activities: The increase in net cash used in investing activities for Fiscal 2024 was primarily driven by payments related to the $41 million purchase of an aircraft on the founder’s behalf (which was transferred to the founder in connection with the Sponsor Acquisition).

Financing Activities: In 2024, net cash provided by financing activities increased by $748 million primarily reflecting incremental net debt borrowings of $759 million.

Securitized Financing Facilities

On December 23, 2019, we entered into a securitization financing arrangement pursuant to which Jersey Mike’s Funding, LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, issued secured notes under a base indenture (the “Indenture”). The Indenture allows the Master Issuer to issue multiple series of notes (collectively, the “Securitization Notes”). The Securitization Notes are guaranteed by certain subsidiaries of the Company and secured by substantially all assets of the securitization entities, including intellectual property, such as trademarks and software, as well as all franchise agreements and area development agreements, and substantially all related rights associated with the Jersey Mike’s brand (collectively, the “Securitization Assets”).

As of March 29, 2026, we had $2,099 million of notes outstanding under this facility with interest rates ranging from 2.493% to 5.636%. In February 2026, we issued $760 million of notes under this facility at fixed rates of 4.952% and 5.481% to refinance existing notes. Interest and principal of all notes are payable quarterly. The nearest final maturity date is February 2052 with the nearest anticipated repayment date of February 2029.

We also hold Series 2024-1 Class A-1 Notes, a VFN facility, that permit borrowings of up to $100 million and may be used to issue letters of credit and provide additional liquidity. Borrowings under our VFN bear interest at variable rates based on the prime rate, federal funds rate, SOFR, or, in each case plus an applicable margin. The facility also includes a commitment fee of 1.25% on the unused portion of the commitment. As of March 29, 2026, we had no borrowings outstanding under the facility and a borrowing capacity of $72 million, which reflects $28 million of letters of credit issued against the VFN primarily related to interest reserve requirements.

The Securitization Notes are subject to customary covenants and restrictions for transactions of this type. These provisions include, among other things, requirements that the Master Issuer maintain specified reserve accounts to fund required payments on the Securitization Notes, provisions governing optional and mandatory prepayments (including make-whole payments under certain circumstances), indemnification obligations relating to defects or impairments in the pledged collateral, and operational covenants relating to recordkeeping, reporting, and access to information. The securitization structure also includes restrictions that prioritize payment of principal and interest on the Securitization Notes through the related payment waterfall.

The Securitization Notes include provisions that allow for optional principal payments when a specified leverage ratio, which is a measure of outstanding securitization debt (net of certain cash accounts, eligible investments, and amounts available under letters of credit) to net cash flow is less than or equal to 5.0x. This leverage ratio is calculated quarterly and allows the Company to elect whether to make principal payments unless the threshold is exceeded. As of March 29, 2026, our leverage ratio exceeded 5.0x and accordingly, we were required to make total principal payments of $5 million.

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As of March 29, 2026, the Company was in compliance with all financial covenants under the securitization agreements.

Tax Receivable Agreement

Prior to the completion of this offering, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners. While the amount of existing tax basis and anticipated tax basis adjustments and utilization of tax attributes, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, we expect the payments that Jersey Mike’s Subs Inc. may make under the tax receivable agreement will be substantial. Assuming: (i) a price of $ per share of our Class A common stock; (ii) a constant U.S. federal, state, and local corporate income tax rate of %; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following this offering, and assuming all Incentive Units are converted to Common Units and subsequently exchanged for shares of Class A common stock, we estimate that we would, as a result of the Reorganization Transactions, the Offering Transactions and such hypothetical exchange, record a deferred tax asset of approximately $ million and that the aggregate noncurrent liability we would record based on our estimate of the aggregate amount that Jersey Mike’s Subs Inc. would pay under the tax receivable agreement is approximately $ million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related noncurrent liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) by Continuing Unitholders, and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect. See “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates may require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our most significant accounting estimates are more fully described in “Note 2—Summary of Significant Accounting Policies” of the Notes to the consolidated financial statements. However, we believe the accounting estimates described below are particularly important to the portrayal and understanding of our financial position and results of operations.

Revenue Recognition

We provide goods and services in connection with our franchise agreements, consisting of a franchise license and ongoing services, management of the advertising contributions, development of training materials and menu items, and store monitoring and ongoing franchise owner support. In exchange, we collect royalties and advertising fees with royalties recorded in Royalties and other revenues on the Consolidated Statement of Operations. As these goods and services are highly interrelated, they are accounted for as a single performance obligation, which is satisfied by providing a right to use our intellectual property over the term of each franchise agreement.

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We generate system support revenue through supplier programs and technology that support the overall franchise system and our franchise owners. These revenues are classified within Royalties and other revenues on the Consolidated Statements of Operations. Supplier programs reflect contractual arrangements with certain major food and beverage suppliers and distributors, pursuant to which we receive payments based on the dollar volume of food and beverage purchases and cases delivered, which are generally correlated with franchised store sales. Actual dollar volumes are available on a monthly basis but may lapse reporting deadlines. Goods and services related to technology program fees are distinct from the franchise performance obligation as they are not dependent on, nor highly interrelated with, the franchise license. Accordingly, revenue is recognized throughout the year as the related services are provided and the benefit is transferred to the franchise owner.

Other revenues consist primarily of initial franchise fees, up front development fees and gift card income and are classified within Royalties and other revenues on the Consolidated Statement of Operations. Initial franchise fees and upfront development fees are interrelated to the franchise agreement and part of the same performance obligation as royalties and advertising fees. Accordingly, these fees are generally deferred upon receipt within Accrued expenses and other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets, and recognized as revenue ratably over the term of the related franchise agreement. For gift card income, we estimate and record revenue based on historical redemption patterns, including the timing and channel in which the card was purchased or reloaded, and in accordance with government agencies under unclaimed property laws, where applicable. These gift cards do not have an expiration date, and no service fees are charged on them.

Intangible Assets

We review the recoverability of goodwill on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We have identified one reporting unit to which we have attributed goodwill. Significant judgment is used to determine if an indicator of impairment has occurred. Such indicators could include negative operating performance of Jersey Mike’s stores, economic and store industry trends, legal factors, significant competition or changes in our business strategy. Any adverse change in these factors could have a significant impact on the recoverability of our goodwill and could have a material impact on our consolidated financial statements. If we determine that it is more likely than not that the carrying value of our reporting unit exceeds the fair value, a quantitative analysis is performed. In this quantitative analysis, we are required to estimate the fair value of our reporting unit using the best information available, including market information (also referred to as the market capitalization or market approach) and discounted cash flow projections (also referred to as the income approach). The market approach estimates fair value by applying projected cash flow earnings multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics. The income approach uses the reporting unit’s projection of estimated operating results and cash flows that are discounted using a weighted-average cost of capital that reflects current market conditions. We recognize an impairment loss if the carrying value of the reporting unit exceeds the estimated fair value. Changes in circumstances or changes in management’s judgments, assumptions and estimates could result in an impairment charge of a portion or all of its goodwill in future periods.

Our trade name is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment assessment requires significant judgment and the use of estimates and assumptions that are inherently subjective. We estimate the fair value of the trade name using the relief-from-royalty method under the income approach. This method estimates the value of the intangible asset by forecasting the royalties we avoid by owning the trademark, adjusting those avoided royalties for taxes, and discounting the resulting after-tax cash flows to present value using an appropriate discount rate. Key assumptions used in this analysis include projected revenues, royalty rates, discount rates, cash flow forecasts and obsolescence.

Equity-Based Compensation

We account for the issuance of equity instruments to employees and directors in accordance with accounting standards for share-based payments which require companies to recognize in the statements of operations and total comprehensive income the fair value of stock awards issued over the requisite service period. Management estimates the fair value of the equity issued on the date of grant. Expected volatility is based on the average historical volatility

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of publicly traded companies operating in the franchise and restaurant sectors that we consider comparable. Expected time to liquidity event represents the expected period until a liquidity event, such as an initial public offering, based on our expectation as of the grant date. Note that such liquidity event will not automatically result in vesting, and awards will still be subject to the respective time and/or performance conditions. We have concluded that the performance conditions associated with the Performance-Vesting Units require the occurrence of a significant distribution or liquidity event, which we have concluded cannot be probable until that occurs. We will continue to assess the probability of achieving the performance conditions at each reporting date, and record associated compensation expense as required.

Business Combinations

We account for business combinations using the acquisition method of accounting, which requires us to properly identify the accounting acquirer, allocate the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the fair value of net identifiable assets acquired is recorded as Goodwill. We elected pushdown accounting and a result, reflect the Sponsor Acquisition and related disclosures in our financial statements in accordance with ASC 805, Business Combinations.

The determination of the fair values of assets acquired and liabilities assumed requires management to make significant estimates and assumptions, particularly with respect to intangible assets. These estimates include, but are not limited to, projected future cash flows, discount rates, royalty rates, and useful lives.

In connection with the Sponsor acquisition, we identified Submarine Buyer LLC as the accounting acquirer and as a result of our election of pushdown accounting, recorded significant intangible assets, including franchise agreements and trade names, based on valuations performed using income-based approaches, including the relief-from-royalty method. These valuation methodologies require the use of significant unobservable inputs and assumptions, which are inherently uncertain and subject to change. Changes in these assumptions could materially affect the estimated fair values assigned to intangible assets and Goodwill, and therefore could have a material impact on future amortization expense and operating results.

Refer to “Note 2—Summary of Significant Accounting Policies” and “Note 3—Business Combinations” in the notes to our audited consolidated financial statements included elsewhere in this prospectus for further information on valuation methods, inputs and assumptions.

Recent Accounting Pronouncements

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2—Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this prospectus, such standards will not have a material impact on our financial statements or do not otherwise apply to our results of operations.

Qualitative and Quantitative Disclosure About Market Risk

In the normal course of business, we are exposed to market risks, including commodity and food price risks and interest rate risk. We currently do not enter into derivative or other financial instruments for trading or speculative purposes.

Commodity and Food Price Risks

Our franchise owners purchase a variety of food products and supplies that are subject to fluctuations in commodity prices, which may be affected by market conditions, supply chain disruptions, weather events, geopolitical developments, and other factors beyond our control. Increases in the cost or reduced availability of key ingredients may lead to higher operating costs for our franchise owners. Because the substantial majority of our revenue is derived from royalties and other fees based on franchise owner sales, a sustained increase in food or commodity costs could adversely impact our business, financial condition or results of operations. We seek to mitigate these risks through supply and purchasing agreements, supplier diversification, and by supporting franchise owners in implementing

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menu pricing and operational efficiency initiatives; however, there can be no assurance that these efforts will fully offset the effects of commodity price volatility or supply constraints. Our direct exposure to rising commodity costs is minimal given the small number of company-owned stores. Our royalty revenue is derived from our franchise owner’s gross sales. To the extent increases in commodity costs are passed through to customers, our royalty revenue may increase accordingly. However, such pricing actions or other operational adjustments may adversely affect customer demand and our operating results.

Interest Rate Risk

Substantially all our indebtedness under our Securitization Notes is fixed rate, limiting our short-term interest rate risk. However, our VFN, which was undrawn as of March 29, 2026, is subject to floating interest rates. Assuming our VFN was to be fully drawn, a 100-basis point increase to the applicable variable rate of interest would have increased the amount of interest expense by $1 million for the annual period.

Foreign Currency Risk.

As of March 29, 2026, less than 1% of our total revenues was from non-U.S. dollar denominated sources; however, we would anticipate this mix will change over time as we execute an international expansion plan.

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Business

Who We Are

A Sub Above

Scaled Operating Platform

Asset-Light Franchise Model Delivering Attractive Returns and Durable Growth

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20 Years of Consistent Growth

Systemwide Sales Growth(1)

Store Growth

Average Unit Volume Growth(2)

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Same-Store Sales Growth(3)

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(1)

Systemwide Sales do not reflect our revenue and should not be viewed as a substitute for total revenue.

(2)

2006-2017 includes a non-meaningful impact from non-traditional stores.Beginning in 2018, AUV has been measured exclusively on Traditional Stores to exclude the potential volatility of seasonally driven non-traditional stores.Non-traditional stores accounted for approximately 1% of our total store count and approximately 1% of our Systemwide Sales for each of Fiscal 2025 and the thirteen weeks ended March 29, 2026.

(3)

See “Certain Definitions” for a definition of Same-Store Sales Growth

The Jersey Shore Favorite: Our Market Opportunity

Jersey Mike’s competes in the large and growing limited-service restaurant market. As of 2025, this market in the U.S. is $377 billion in size and has grown at an approximate 6% CAGR since 2019, according to Technomic, Inc. The Company is well-positioned to capitalize on several favorable industry trends.

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“A Sub Above” – Charting Our Competitive Advantages

Our Dedication to Authentic, High-Quality Subs

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Sales Mix

We Give to Give – Community First Culture

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A Powerful Marketing Engine Driving Brand Awareness and Customer Loyalty

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Our MyMike’s loyalty program reflects the strength of our marketing engine, with more than 12.5 million active members in 2025, up from approximately 7.9 million in 2021. Our marketing scale and brand awareness drive customer acquisition and frequency, deepening engagement with the brand. Increased customer engagement supports higher volumes at the store level, which enhances franchisee returns and incentivizes continued unit growth. As our store count expands, our advertising fund and marketing reach grow in tandem, reinforcing this cycle and creating a durable competitive advantage that is difficult to replicate and designed to compound over time.

A Proven, Portable Concept with Compelling Unit Economics

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Store Count and AUV By Region as of December 28, 2025

Our franchise owners benefit from a compelling and well-defined economic model. In 2025, our Average Store Sales-to-Investment Ratio was 2.6x, with Cash-on-Cash Returns of approximately 42%. We believe these compare favorably to other investment opportunities our franchise owners may evaluate. The strength of our economic model rests in the combination of a $1.4 million AUV, a 16% Store-level Margin (after royalties and advertising fees), and a low average Build Cost of approximately $515,000. Our ability to build “in-line” and “end-cap” locations, historically averaging ~1,500 square feet (with new builds targeted at 1,200-1,400 square feet), contributes to a lower Build Cost relative to many peers, particularly those reliant on higher-cost, drive-thru formats.

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Selected Industry and Jersey Mike’s Metrics – Year-Over-Year Comparisons

The following table presents certain industry and Jersey Mike’s metrics for each of the fiscal years or timeframes indicated.


	2025	2024	2023	Other (as specified)
Limited-Service Restaurant Market Size(1)	$377 billion	$366 billion	$353 billion	CAGR 6% (2019-2025)
Fast Casual Industry Sales Size(1)	$84 billion	$79 billion	$73 billion	CAGR 8% (2019-2025)
Restaurant Industry Sales(1)	$759 billion	$679 billion	$657 billion	CAGR 6% (2019-2025)
Food Away from Home % of Total Food Spend(2)	45%	45%	44%	40% (2006)
Off-Premise Traffic (Limited-Service Restaurant Segment)(2)(3)	n/a	83%	n/a	76% (2019)
Jersey Mike’s Aided Brand Awareness	90%	89%	88%	64% (2018)
MyMike's Loyalty Program (Active Members as of End of Fiscal Year)	12.5 million	11.1 million	9.8 million	7.9 million (2021)
AUVs Above $2 Million (% of System)	6%	5%	4%	<1%
AUV	$1.4 million	$1.3 million	$1.3 million	CAGR 6% (2006-2025)

(1) According to Technomic, Inc.

(2) According to National Restaurant Association.

(3) 2023 and 2025 information not available.

Committed and Diverse Franchise Owner Base

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Description of Area Development and Franchise Agreements

Our franchise owners execute an Area Development Agreement (“ADA”) that gives them the right to develop a specified number of stores in a protected area on a pre-determined timeline, as well as a separate franchise agreement for each individual restaurant. Under our franchise agreements, we grant a franchise owner the right to develop and operate a franchised store at a specific location and to use, solely at such location, our store format and operating system, which includes standards and specifications, and procedures for the purchase, preparation and sale of branded food, beverage and other products, all of which are part of our brand standards for the Jersey Mike’s system. The standard term offered under the franchise agreement begins on the date the franchise agreement is signed and ends ten years after the opening of the store. Upon the expiration of the initial term, the franchise owner may acquire a successor franchise for one additional term of ten years, subject to certain conditions. While our standard agreements are revised periodically and terms may vary, our latest form of agreement includes a $10,000 development fee for each store to be developed along with a $20,000 initial franchise fee due upon the signing of each franchise agreement included in the ADA. The franchise agreement is signed once the franchisee has delivered a fully executed lease for the premises. Additionally, franchise owners are required to pay a continuing royalty fee of 6.5% of gross receipts and make advertising fund contributions equal to 5.0% of gross receipts.

Our franchise agreements require the franchise owner to operate the franchised store in conformity with our system standards or as otherwise provided in writing by us, including selling all menu items, products and services required; installing all fixtures, furnishings, equipment, décor items and signage from time to time; preparing all menu items in accordance with our recipes and procedures; and using the Jersey Mike’s trademarks in accordance with our guidelines. In addition, franchise owners must comply with all other obligations set forth in the franchise agreement, including complying with all applicable laws.

Under the franchise agreements, each franchise owner is required to procure and maintain insurance meeting certain minimum standards, coverage and limits specified by us, and must name us as additional insured parties. A franchise owner’s failure to maintain such required coverage is considered a breach of the franchise agreement. In addition, each franchise owner is required to defend, indemnify and hold harmless Jersey Mike’s from any and all claims arising directly or indirectly from, as a result of, or in connection with, the operation of its stores as well as the costs, including attorneys’ fees, of defending against them. We have the right to terminate the franchise agreement following a breach by the franchise owner or subject to other conditions.

Canada Area Director Agreement

As part of our planned international expansion, on December 18, 2023, we entered into an area director agreement with Redberry Shore Restaurants LP (“Redberry”) to develop directly, or through prospective franchise owners, 300 stores across Canada over a period of 10 years (subject to extensions in accordance with the agreement) (the “Canada Area Director Agreement”). Redberry is obligated to comply with a development schedule that specifies

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the timeline for opening such stores over the initial period of the agreement. Redberry receives as a commission a share of royalties received by the Company from stores developed pursuant to the Canada Area Director Agreement and certain other payments. Redberry is not an affiliated party of Jersey Mike’s. A separate franchise agreement is entered into for each individual restaurant opened in Canada, and the terms of such franchise agreements are substantially consistent with the terms of franchise agreements domestically.

United Kingdom and Ireland Master Franchise and Operating Agreement

In addition, on December 31, 2025, we entered into a master franchise and operating agreement with JM Submarines UK LTD (the “Master Franchisee”), an entity controlled by Peter Cancro, our Founder and a member of our board, pursuant to which we granted the Master Franchisee the right to develop, own, operate and subfranchise a minimum of 300 stores in the United Kingdom and Ireland over a ten-year development term (subject to extensions in accordance with the agreement). The Master Franchisee is obligated to comply with a development schedule that specifies the timeline for opening such stores over the initial period of the agreement. The agreement generally reflects terms and conditions comparable to those we enter into with third parties, as described in “—Description of Area Development and Franchise Agreements.” Given our Founder’s track record of successful store development and significant investment and execution required to enter our first meaningfully distinct international market outside North America, the agreement includes certain negotiated terms that differ from our standard terms, including with respect to royalties and other payments. We do not expect the impact of these negotiated terms to be material to our results of operations or financial condition over the term of the agreement.

Asset-Light Model Generates Strong Cash Flow

A Mission-Driven Management Team with a Proven Track Record

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“Mike’s Way” Forward – The Growth Story

We employ an asset-light, 99% franchised business model that generates high operating margins that require minimal capital expenditures, which facilitates strong cash flow generation. As we execute the growth strategies below, we expect to continue growing revenues, earnings and cash flows.

Expand Our System

We believe we have a significant opportunity to grow our store footprint in the U.S. and internationally through increased penetration in both existing and new markets. Our highly portable, profitable, and capital-efficient store model continues to generate strong franchise owner demand and drive store growth. We have a strong domestic development pipeline of over 1,600 stores across new and existing markets. Over 90% of this pipeline is being undertaken by existing franchise owners – a powerful signal of franchisee confidence in the model. We believe significant whitespace remains in the U.S., with the opportunity to open approximately 7,500 stores, based on benchmark store density levels achieved in our most penetrated domestic market. We believe we also have a meaningful international expansion opportunity, with the potential to eventually grow to approximately 15,000 stores globally over the long term, supported by the international growth experience of comparable restaurant brands.

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Jersey Mike’s Store Count & Density by State

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Expand Internationally. The sub sandwich market has been well established globally - our largest peer had over 16,000 international locations in 2025 based on Technomic, Inc. research – and we believe our premium offering and portable store model position us for significant long-term expansion outside the U.S. Similar to what we did in the U.S., we are in the process of investing in and building an operating platform to support our international growth objectives. We have entered into a 300-store development agreement within Canada, where our initial locations have achieved annualized average weekly sales of $1.6 million as of December 28, 2025, exceeding U.S. system averages and validating the international appeal of the Jersey Mike’s brand. We have also secured an initial development agreement for 300 stores in the UK and Ireland, partnering with the brand’s founder, Peter Cancro, who will bring the same vision and passion that built the brand in the U.S. to European guests. We believe our international opportunity is substantial and could ultimately exceed the size of our domestic business. We will continue to invest and expand in markets where the sandwich category is established and affinity for U.S. brands is high, bringing a higher-quality product, a proven operating model, strong brand equity, and a franchise-first approach to each new market we enter.

Grow Same-Store Sales

Our operations are purpose-built to support continued AUV expansion via higher opening volumes and sustained Same-Store Sales Growth. Jersey Mike’s has grown AUVs every year since 2006, reaching $1.4 million in Fiscal 2025, representing a 6% CAGR since 2006. Kitchen workflows, labor models, and technology infrastructure are already designed to handle meaningfully higher volumes with no material changes to operations or efficiency. One of the key factors driving AUV Growth is Same-Store Sales Growth, which was 8.4% in 2023, 2.0% in 2024, and 3.2% in 2025. 2023 Same-Store Sales Growth was impacted by price increases related to inflation. In the second half of 2022 and early 2023, we recommended non-routine price increases to our franchisees to offset increases in their cost of goods sold, which contributed to a 4% increase in the average transaction price in 2023 versus 2022.

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Our Menu

The Jersey Mike’s brand is defined by a differentiated operating model centered on freshness, authenticity and made-to-order preparation. The vast majority of our guests choose to have their sandwiches prepared “Mike’s Way” – with fresh onions, crisp lettuce, juicy tomatoes and “The Juice,” our signature blend of red wine vinegar and oil, and then seasoned to perfection. This specific combination creates a distinct, craveable flavor profile that has stood the test of time while also serving as a platform to meet evolving consumer preferences.

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Premium Protein. We utilize only premium brand meats and cheeses, including antibiotics free pork and turkey, USDA Choice roast beef and tuna salad, made fresh in-store.

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Unmatched Freshness. We bake our bread and cookies fresh in every store, we hand-slice only the freshest onions, lettuce and tomatoes to top our subs and we prepare our tuna fresh in-store daily. Our commitment to quality, freshness and authenticity has helped us win Best Sub and Best Sandwich Awards across the country.

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Sliced-to-Order. Unlike competitors who rely upon centralized commissaries, the meat and cheese on every cold sub is sliced fresh for each order in front of our customers, maximizing moisture retention and flavor.

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The Flat-Top Grill. Our unique use of a flat grill for hot subs, like the #43 Chipotle Cheesesteak, provides a distinct “sizzle” and aroma that enhances authenticity while allowing us to expand our menu offerings and to capture significant high-value dinner occasions that many of our competitors cannot replicate. Our cheesesteaks are freshly grilled with savory onions and peppers for an authentic taste.

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Sides, Drinks & Desserts. Our core menu is complemented by a selection of premium chips, sodas, desserts and delicious cookies, which serves as a perfect accompaniment to any meal and delivers incremental opportunities to increase check and revenue.

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“The Classics”

Jersey Mike’s customers are loyal and passionate about our brand, which is driven by the quality and authenticity of our menu. Originally, we assigned numbers to our sandwiches - a way to get the world’s most authentic sub into your hands without the wait. But over time, these numbers became a language of their own and staples on our menu. Our customers typically do not ask for a “turkey and provolone with everything,” but simply for a “#7 Mike’s Way” or a “#13 Mike’s Way,” our Original Italian. These high-velocity “Classics” represent the core of the Jersey Mike’s menu. As a testament to their enduring appeal, these specific recipes have remained unchanged for decades. The #13 serves as the brand’s signature flavor icon, while our #7 represents the top-selling sub by volume across our network.

Menu Innovation

We view our menu as a living reflection of guest preference, and we continually invest in new products and menu innovation to maintain relevance with our customers and to drive incremental dining occasions. We utilize a rigorous, data-driven testing process to ensure every new product adheres to our “Sub Above” standards for taste and quality.

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High-Impact Limited Time Offers. We leverage our menu innovation capabilities to introduce new, limited time offerings which allow us to test new products and drive increased traffic. For example, to celebrate our 70th Anniversary in 2026, we launched the Mike’s Hot Italian sub—our first-ever grilled Italian style offering—which captured the surging demand for bold flavor profiles. This has been a successful launch and Mike’s Hot Italian has rapidly become a best-selling menu item.

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Options for All. We have successfully introduced several alternative-format offerings which enable customers to enjoy the quality and freshness of our ingredients. Our menu is well suited to meet a wide range of dietary preferences, including protein-focused and GLP-1 users. Our subs are inherently

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protein-forward, highlighted by our iconic #13 sub (Italian) which contains over 47 grams of protein in a regular-sized serving, and well over ten of our regular-sized subs containing at least 35 grams of protein. We also cater to carb-conscious customers by providing all sandwich meats, cheese and toppings in a bowl. By leveraging our premium proteins and sub ingredients, these offerings broaden our appeal and expand our addressable customer base with very minimal added supply chain or operational complexity.

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Catering. We offer a dedicated catering platform which leverages our existing capacity to capture high-ticket corporate and group occasions. These bundled, highly-portable sub boxes provide a seamless, high-margin channel for large-format orders without increasing in-store labor requirements. We will continue to highlight our catering platform as we see significant opportunities to expand its scale and reach.

Our Customers

Our broad customer base reflects the universal appeal of our sub-style sandwiches across age groups, regions, and gender. The menu is highly adaptable to varied tastes and dietary preferences, offering extensive customization, hot and cold options, and a balance of indulgent and lighter choices. Our customers tend to skew toward middle- and higher-income households, supporting above-average check sizes and consistent frequency relative to the broader limited-service segment. This customer profile has demonstrated resilience across economic cycles, benefiting from brand loyalty, habitual visitation, and the affordable convenience positioning of the category.

Our Restaurants

Our guests are greeted by the aroma of freshly baked bread and a counter where premium meats and cheeses are sliced to order, alongside fresh-grilled options prepared in restaurant daily. Our standardized store formats—often in-line or end-cap locations, historically averaging ~1,500 square feet (with new builds targeted at 1,200-1,400 square feet)—are designed for convenience, enabling quick service for takeout, pick-up and dine-in occasions. Our highly-customizable menu lets guests tailor flavor, portion and build for individuals, families and groups across a range of dining occasions and value needs.

Our service-oriented franchisees bring our community focus to life through welcoming, consistent hospitality that keeps the line moving without losing personal touch. We believe this model differentiates us by meeting guests wherever they are between convenience and connection, delivering made-to-order quality at pace.

By combining enlivened hospitality, on-site prep with a streamlined layout and spaces that feel like home, we build familiarity, deepen loyalty and drive repeat customer visits.

Company-Owned Stores

We operate a limited number of company-owned stores. While these stores generate attractive financial returns, they are primarily utilized for research and development, training and testing of new menu items, equipment packages,

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digital ordering flows, technology, labor models and remodel prototypes. As of June 30, 2026, we operated 36 company-owned stores, representing approximately 1%, of our total units. We have no intention of meaningfully increasing the number of company-owned stores at this time.

Our Scaled Marketing Platform

Our advertising fund currently exceeds $200 million annually. Our coordinated advertising efforts deliver highly targeted messaging and effective engagement that drive traffic and sales to Jersey Mike’s stores to the benefit of us and our franchise owners.

Our marketing strategy has historically emphasized high-reach placements, including national and regional television and major sponsorships, to drive broad brand awareness and brand equity. These top-of-funnel investments have enabled us to successfully increase our aided brand awareness from 64% in 2018 to over 90% in 2025. While this approach has been effective, we are actively optimizing our media mix to enhance returns on marketing investment. This includes maintaining a strong focus on high-impact national partnerships and campaigns, while taking a more selective approach to certain regional and local sponsorships and promotional activities, alongside a reallocation of spend toward lower-funnel digital and social channels, where we are currently underinvested relative to scaled peers.

National Advertising

Our national advertising focus is on high-reach placements and premium media buys designed to maximize brand equity and “top-of-mind” awareness across all markets, which benefits all franchise owners. Our national presence is anchored by iconic, national advertising campaigns, starring well-known celebrities and athletes, such as our “Jersey Icons”, Danny DeVito and Eli Manning, who have become synonymous with our brand. Our national media strategy has traditionally been focused around national and regional television campaigns to drive awareness, as well as through sponsorship at large sporting and cultural events to further amplify our brand messaging. For example, in April 2025, we became the Official Sub Sandwich Sponsor of the NFL, which provides a global platform to showcase our brand.

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Digital Advertising

A recent third-party market study has estimated that Jersey Mike’s has approximately 10.7 million highly engaged guests who visit six or more times per year. While this reflects a strong and loyal customer base, we believe there is significant opportunity to both expand our reach and increase frequency of visit.

We intend to grow our customer base by increasing trial among new and underpenetrated customer segments, while also deepening engagement with existing customers to driver higher visit frequency. Notably, even our most loyal customers currently visit approximately six times per year, which we believe represents a meaningful opportunity for increased frequency over time.

We are focused on achieving this through a more targeted and personalized digital marketing approach, leveraging our first-party data to deliver relevant, call-to-action messaging that drives both initial trial and repeat visits.

Our digital engagement strategies provide a seamless and personalized experience across channels, including search, email, text and social media, enabling us to effectively reach and engage customers.

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Our MyMike’s app serves as the digital gateway for customer interaction, allowing us to leverage first-party data to deliver personalized communications while also providing an integrated platform for menu exploration, locating Jersey Mike’s stores and convenient ordering. These capabilities have contributed to digital sales exceeding 40% of Systemwide Sales in 2025, and position us to further enhance customer acquisition, engagement and frequency.

Targeted Marketing Opportunity

In 2025, our social media spending was approximately 1% of total marketing spend compared to 10-25% for many scaled peers, highlighting a significant opportunity to expand our reach to a broader demographic of customers and increase overall market penetration. Importantly, we believe this opportunity can be achieved largely by leveraging our existing platform, with limited incremental capital investment.

We have made meaningful investments in our digital infrastructure, including capabilities that support customer intelligence, first-party data activation and social media engagement, which provide a strong foundation for continued growth. As we enhance our access to and utilization of this data, we see a significant opportunity to further optimize our digital ecosystem by delivering more targeted, personalized marketing and promotional experiences. This includes expanding our ability to segment and engage customers on a more individualized basis, similar to other scaled restaurant platforms that have successfully leveraged data-driven marketing to increase customer trial and frequency.

As our capabilities improve and our advertising fund grows, we intend to pursue this opportunity through a reallocation of our media mix, shifting a greater portion of our resources towards digital and lower-funnel spend.

Loyalty Program

Our MyMike’s rewards program is a key driver of customer retention and frequency, enabling our guests to earn and redeem “Shore Points” with each purchase while also providing our business with a valuable repository of first party data. Our loyalty program is integrated within the MyMike’s app, facilitating a convenient and value-added experience for our guests, in-store and online. Members can track purchases, awards points and view market promotions, providing the Company and franchise owners with a direct channel for data-driven engagement. As of the end of 2025, we had over 12.5 million active members, representing an increase of approximately 62% since year-end 2021.

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Our Technology

We have built a proprietary technology platform that is designed to power a seamless, multi-channel guest experience while delivering real-time data to support decision-making and execution. Our ecosystem provides franchise owners with the infrastructure needed to maximize profitability while maintaining a best-in-class guest experience. We plan to continue to evolve our technology to drive efficiencies, support our franchise owners and create an unrivaled guest experience.

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Unified Stack. Our technology infrastructure is fully integrated across our entire operational platform including mobile ordering, third-party delivery, loyalty and restaurant operations, which reduces operational complexity and allows our franchise owners to deliver a best-in-class customer experience for our guests.

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Proprietary Point of Sale System. Our proprietary FlexePOS point of sale system is our foundational technology used to support both franchise owners and corporate operations and this system provides:

Agility and Scalability. Centrally distributes menu changes, pricing updates and promotional rollouts across the system without the friction of third-party software delays.

Operational Integration. Routes digital orders from our channels directly into each store’s production line for a seamless handoff.

Real-time Visibility. Aggregated sales and data visibility to provide franchise owners and corporate insights into business operations.

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Inventory Management. We integrate our proprietary FlexePOS system with the Crunchtime AI-powered inventory management system, designed to provide franchise owners with real-time visibility into inventory, reducing waste, improving in-store execution and supporting expense management.

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Precision Reporting. Our systems support accurate reporting at the corporate level as well as sales and royalty reporting for franchise owners.

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Comprehensive IT Support Services. We provide a centralized technology help desk, software solutions, equipment management and a private network to help ensure secure processing and data storage.

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AI. We are investing in third-party AI Technologies and capabilities to improve our operational capabilities, including our labor and marketing efficiency and to enhance profitability.

Our Franchise Owner Support Ecosystem

We have built a scaled, disciplined operating model refined over decades of institutional knowledge that supports consistent product execution and in-store experience. We provide our franchise owners with significant training, technology and supply chain capabilities to deliver best‑in‑class unit economics without compromising the quality, authenticity, or service standards that define the brand.

Self-Reinforcing Value Creation Model

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Economic Return Model

Our franchise owners benefit from a compelling and well-defined economic model, resulting in a $1.4 million AUV, a 16% Store-level Margin (after royalties and advertising fees), and a low average investment cost of approximately $515,000. Our ability to build “in-line” and “end-cap” locations in both new and existing retail development is a key factor in our ability to continue delivering a low average investment cost relative to our peers in the industry, many of whom rely on higher build cost, drive-through models.

We believe our Average Store Sales-to-Investment Ratio 2.6x and Cash-on-Cash Returns of approximately 42% in Fiscal 2025 compare favorably to other investment opportunities our franchise owners may evaluate. This economic model produces an estimated payback period of approximately 2.4 years that supports reinvestment in new store development and systemwide growth, creating a sustainable value creation flywheel.

Franchise Owner Training Program

We believe well-trained franchise owners and managers run better stores which protects the Jersey Mike’s brand. Our robust program focuses on every aspect of operation, so franchise owners can uphold our “Sub Above” standards.

To ensure consistent execution across our system, we provide a robust initial training program in which key personnel complete 360 hours of comprehensive instruction over an eight-to-ten-week period, a commitment that is significantly more intensive than others in the industry. The heart of the curriculum is “counter training,” which includes over 300 hours of hands‑on immersion in certified training stores where franchise owners and managers master the “Mike’s Way” service model and authentic sub‑slicing techniques with real guests, real pace and real standards. This on‑the‑line experience is combined with over 45 hours of classroom training at our National Training Center in Monmouth County, New Jersey, focused on operational fundamentals such as labor management, food safety, local marketing execution, and team leadership, as well as advocating the Jersey Mike’s culture.

Operational Excellence

Operational training for our franchise owners continues well beyond opening day. Our “Living It” philosophy includes dedicated franchise business partners and training modules focused on our culture of giving and community integration, ensuring the brand’s identity is consistent across every market. We maintain high standards through “Ongoing Excellence” initiatives like “Back to Basics” re‑certification sessions that bring experienced managers back to core fundamentals and prevent brand drift. Our “Train the Trainer” program certifies local leaders to deliver high‑quality instruction within their own organizations, share best practices, and give franchise owners the tools to scale knowledge quickly while protecting what makes us Jersey Mike’s.

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The impact is clear in both performance and guest response. Our training‑first approach correlates directly with industry‑leading financial and consumer metrics: well‑trained owners and managers typically operate stores with higher productivity and lower employee turnover. Our commitment to development also sustains exceptionally high consumer satisfaction levels, with the brand consistently leading the QSR sandwich segment in food quality and staff friendliness. This level of preparation sets a high‑performance bar that attracts deeply committed operators, creates a meaningful barrier to entry and preserves the long‑term value of the Jersey Mike’s brand—so every shift delivers a true “Sub Above” experience.

Highly Efficient Supply Chain

We leverage the scale of our franchise network to achieve highly attractive pricing and service levels from our supplier partners, which underpins our franchise owners’ leading unit economics and profitability. Our efficient supply chain enables our franchise owners to achieve attractive food and paper costs, a key driver to their strong Cash-on-Cash Returns.

To maintain our uncompromising quality-control standards, we utilize a centralized distribution model where all core ingredients—including our proprietary bread dough and private-labeled meats and cheeses—are shipped from approved providers. The Company reviews and evaluates suppliers’ quality assurance programs through third-party audits and product evaluations to ensure compliance with its standards. We also require all suppliers to submit a copy of their most recently available food safety audit, which includes the supplier’s overall score as well as any deficiencies and corresponding corrective actions. We believe we have strong relationships with our suppliers and distributors. While our supplier relationships were more concentrated historically, to mitigate supply chain disruptions that may arise due to our accelerated growth, we have established and continue to establish relationships with additional regional and/or secondary suppliers for a number of our products. The impact of supply chain disruptions we have experienced have been minor and alleviated by the introduction of such additional suppliers. We believe that there are a variety of alternative supply sources in the event of disruptions. Jersey Mike’s strives to continuously make improvements to the supply chain and distribution network to maximize quality while keeping costs efficient.

Research & Development

Our R&D efforts are centralized and corporate‑led at our National Training Center in Manasquan, New Jersey. Our product development and operational teams are highly coordinated, enabling us to be focused on what matters in our stores every day: a purposeful restaurant that is easy to run, operationally streamlined and staffed by teams sized to deliver speed and hospitality. New product ideas are refined and tested in company-owned training stores and proven in localized test markets. We start with the core flavor profile our guests know and love, then explore seasonal enhancements that fit naturally into the way we slice, grill and serve.

Competition

Jersey Mike’s stores operate in highly competitive markets which are affected by many factors, including changes in geographic competition, changes in the public’s eating habits and preferences, local and national economic conditions affecting consumer spending habits, population trends and local traffic patterns. Key elements of competition include price, quality and value of food products offered, quality and speed of service, advertising effectiveness, brand name awareness, media spending levels, store location and convenience, and attractiveness of facilities. We compete on the basis of high-quality ingredients, familiar service and an exceptional customer experience.

Each store competes directly and indirectly with a large number of national and regional store chains, some of which have significantly greater financial resources, as well as with locally-owned or independent stores in the quick-service and the fast-casual segments, and with other consumer options including grocery and specialty stores, catering, and delivery services. A significant change in market conditions, pricing, or other marketing strategies by one or more of these competitors could have an adverse impact on revenue, earnings, cash flows, and growth. Further, the restaurant industry has few barriers to entry and new competitors may emerge at any time.

Seasonality

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Intellectual Property

We rely on a combination of trademark, trade secret and copyright laws, as well as contractual rights, such as confidentiality, invention assignment, license and other intellectual property agreements, to protect our intellectual property and other proprietary rights. We maintain an intellectual property portfolio developed, licensed or acquired over a number of years, including trademarks, copyrights and domain names. We also continue to develop, license or acquire new intellectual property rights. Our name and logos are material to our business and include the following: JERSEY MIKE’S SUBS, JERSEY MIKE’S, JERSEY MIKE’S SUBS SINCE 1956, A SUB ABOVE, JERSEY MIKE’S DAY OF GIVING, SHORE POINTS and MIKE’S WAY, which are registered trademarks and service marks in the United States, Canada and elsewhere.

At our headquarters, the financial accounting systems, human resources and payroll systems, and communications and network infrastructure support corporate functions. Our store software allows for daily polling of sales, inventory, and other data from Jersey Mike’s stores. Nearly all of Jersey Mike’s stores use our POS platform. The POS platform is designed to enable Jersey Mike’s stores to quickly adapt to menu changes, promotions and other technologies used by us, such as the Jersey Mike’s mobile app.

In addition, to protect our intellectual property and other proprietary rights, we may enter into confidentiality and/or proprietary rights agreements with our employees, consultants, contractors, franchise owners and business partners. While we believe that we have taken steps to obtain, maintain, protect, enforce and defend our intellectual property rights, we cannot guarantee that our efforts will be successful, including, for example, in the event such intellectual property or other proprietary rights are infringed by a third party. See “Risk Factors—Risks Related to Our Business, Industry and Operations—We may not be able to adequately obtain, maintain, protect or enforce our rights in our intellectual property or other proprietary rights” and “Risk Factors—Risk Related to Our Business, Industry and Operations—Our reliance on third parties, including our franchise owners and other licensees, may negatively impact our ability to protect our intellectual property or other property rights.”

Government Regulation

We and our franchise owners are subject to various U.S. federal, state, local and foreign laws affecting our business. Each store is subject to licensing, regulation and inspections by a number of governmental authorities such as the FDA, state and local departments of public health and fire departments. Difficulty in obtaining or failing to obtain the required licenses or approvals, and issues identified in inspections by governmental authorities or third parties, could delay or prevent the development of a new store in a particular area or require a particular store to temporarily or permanently shut down as a result of a public health or safety issue. U.S. federal, state and local authorities enforce laws and regulations regarding truth in advertising. Third parties including competitors and consumers also have the ability to enforce laws and regulations related to truth in advertising. The advertising that we and our franchise owners engage in could subject us to liability including for allegations that we failed to comply with standards for truth in advertising.

The laws and regulations to which we and our franchise owners are subject address health and safety, food safety and recalls, nutritional menu labeling and caloric information, disclosures regarding allergens (e.g., sesame), food packaging and labeling, packaged foods offered for sale, the use of plastic straws and other materials, ingredients, and components, marketing, advertising, health care, labor and employment, and environmental laws in the state or municipality in which the store is located. For example, the FDA’s Food Code is a model code for state and local jurisdictions, which they may enact and apply to stores; the Food Code, among other things, addresses major food allergens and contains requirements regarding labeling, as well as cleaning of equipment and utensils and time and temperature controls. Other federal laws also regulate allergen labeling and our ability to make certain claims about the food we and our franchise owners offer for sale and the ingredients used in them.

A number of states, counties and cities have enacted menu labeling laws requiring multi-unit store operators to disclose to consumers certain nutritional information or have enacted legislation restricting the use of certain types of ingredients in stores and packaged food sold in such stores. In California, Proposition 65, otherwise known as the Safe

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Drinking Water and Toxic Enforcement Act of 1986, may, under certain circumstances, require us and our franchise owners to warn customers if products we offer for sale or otherwise provided to customers as a part of our operations (such as paper receipts) contain certain chemicals known by the State of California to cause cancer or reproductive harm. In addition, we and/or our franchise owners may become subject to legislation and regulations seeking to tax and/or regulate high fat, high calorie, high sodium, and other foods, or requiring warnings when certain ingredients or chemicals appear in certain foods. Many of these requirements are inconsistent or interpreted differently from one jurisdiction to another. These requirements may be different or inconsistent with requirements that we are subject to under the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act (collectively, the “ACA”), which establishes a uniform, federal requirement for certain stores to post nutritional information on their menus. Specifically, the ACA requires chain stores with 20 or more locations in the United States operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The ACA also requires covered stores to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information upon request. Such labeling requirements may affect consumer choices, and we may need to adapt to consumer preferences as a result.

Our and our franchise owners’ store operations are also subject to federal and state labor and employment laws, including the U.S. Fair Labor Standards Act, the U.S. Immigration Reform and Control Act of 1986, and the Occupational Safety and Health Act, governing such matters as minimum wages, overtime, fringe benefits, workplace safety and other worker conditions and age and citizenship requirements. Significant numbers of our franchise owners’ food service and preparation personnel are paid at rates related to the applicable minimum wage and further increases in the minimum wage or other changes in these laws could increase our franchise owners’ labor costs. Our franchise owners’ ability to respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and customers. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us and our franchise owners. We and our franchise owners may also be subject to lawsuits from employees, the EEOC or others alleging violations of federal and state laws regarding workplace and employment matters, as well as discrimination and similar matters.

We and our franchise owners are subject to the Americans with Disabilities Act (the “ADA”) which, among other things, requires us and our franchise owners to meet federally mandated requirements for persons with disabilities. The ADA, as well as similar state laws, prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we and our franchise owners could be required to expend funds to modify Jersey Mike’s stores to provide service to, or make reasonable accommodations for the employment of, disabled persons and to surveille and, if necessary, modify our website to ensure accessibility to those with disabilities.

Data Protection and Privacy

We process personal, confidential, sensitive and other regulated information in connection with our business and the provision of our products and services to consumers. As a result, we are subject to complex and evolving U.S. and international laws, regulations, and other legal obligations relating to data protection, privacy, and cybersecurity. We also rely on a variety of marketing and advertising techniques in connection with our business operations, and are or may be subject to U.S. state and federal laws regulating email and telemarketing communications (including text messages). Such laws and regulations we are or may be subject to include, for example, the TCPA, the CAN-SPAM Act, Canada’s PIPEDA, Canada’s Anti-Spam Law, the FTC Act, and the CCPA, among others.

While we strive to comply with current and emerging privacy, data protection and cybersecurity-related laws, regulations and other legal obligations, there is no assurance that our compliance efforts will be adequate, and regulatory authorities may interpret or apply these laws and regulations in ways that were not previously known to us or that differ from our own interpretation and application. Additionally, some laws and regulations may assume the existence of certain technical capabilities that we do not currently possess. Any actual or perceived failure by us or our Third-Party Providers to address or comply with these laws, regulations or other legal obligations could expose us to regulatory scrutiny, investigations, proceedings or actions against us by governmental entities or others, legal liability, fines and penalties, judgments, result in loss of consumer confidence, erosion of consumer trust, reputational harm or negative publicity, require us to change our business practices or modify our solutions or features, increase

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the costs and complexity of compliance, and other business, financial and operational impacts. See the section titled “Risk Factors—Risks Related to Our Business, Industry and Operations—Our or our Third-Party Providers’ actual or perceived failure to comply with complex and evolving laws and regulations and other obligations relating to privacy, data protection, cybersecurity, email and telephone marketing and/or the Processing of personal information could adversely affect our business, financial condition, results of operations, cash flows, and prospects.” for additional information.

Environmental, Health and Safety Regulation

Our and our franchise owners’ operations, products and services are subject to various federal, state and local environmental, health and safety laws and regulations, including obligations to obtain and comply with permits required for the operation of our business and to meet applicable safety or stewardship standards. Certain environmental laws and regulations also impose obligations for the cleanup of properties affected by hazardous substance spills or releases on a joint and several basis and without regard to fault and liability. We may become liable, either contractually or by operation of law, for remediation costs at any properties currently or formerly owned, leased or operated by us, or at third-party sites, such as off-site disposal facilities. We may also be subject to third-party claims arising from the presence of hazardous substances, including claims for hazardous substances that have migrated offsite (e.g., property damage) or exposure to hazardous substances (e.g., personal injury). Further, the development and construction of additional stores will be subject to compliance with applicable zoning, land use, and environmental, health and safety regulations. Environmental, health and safety laws and regulations may have a material impact on our operations, with respect to zoning, land use and environmental, health and safety factors that could delay construction and increase development costs for new stores.

Employee Health and Safety Regulations

We are subject to requirements relating to safe working conditions and restaurant operating practices in the United States including federal and state Occupational Safety and Health standards and regulations. Employee health and safety in the workplace is one of our core values. We aim to actively identify hazards in the workplace and implement incident tracking in an effort to take preventative and remedial actions to maintain and improve workplace safety, and we aim to encourage the same of our franchise owners.

Franchise Regulations

We are subject to the rules and regulations of the FTC and various state laws regulating the offer and sale of franchises. The FTC and various state franchise laws require that we furnish a franchise disclosure document containing certain information to prospective franchisees in advance of any franchise sale or the receipt of any consideration for the franchise, and a number of states require registration of the franchise disclosure document at least annually with state authorities. We are operating under exemptions from registration (though not disclosure) in several states based on our qualifications for exemption as set forth in each such state’s laws. State laws that regulate the franchisor-franchisee relationship, including in the areas of termination and non-renewal, presently exist in a substantial number of states. We believe that our franchise disclosure document and franchising procedures comply in all material respects with both the FTC guidelines and all applicable state laws regulating franchising.

Our international franchised stores are subject to provincial and local laws and regulations that are often similar to those affecting our U.S. restaurants. Similar to in the U.S., our franchise agreements require that our international franchise owners operate in compliance with all applicable laws.

Employees and Human Capital

Employee levels are managed to align with the pace of our business and management believes it has sufficient human capital to operate our business successfully. As of December 28, 2025, we had 293 corporate personnel and 529 company-owned store employees. Management believes that our employee relations are favorable. As a franchisor, we do not maintain a relationship with our franchise owners’ employees.

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Properties

Our corporate headquarters is located in Tinton Falls, New Jersey, where we currently occupy approximately 72,326 square feet of space.

We lease the property for our corporate offices and for all of our company-owned stores. Lease terms for company-owned stores are generally between 5 to 10 years of original term with an additional 5 to 10 years of tenant option period, often contain rent escalation provisions, and generally require us to pay a proportionate share of real estate taxes, insurance and common area and other operating costs in addition to base or fixed rent.

Our franchised stores are situated on real property that is primarily leased by our franchise owners directly from third-party landlords and in some instances, owned by our franchise owners.

We consistently review our footprint and believe that our facilities are sufficient for our current needs and that, should it be needed, additional facilities will be available to accommodate the expansion of our business.

Legal Proceedings

We are subject to various litigations, claims and other proceedings that arise from time to time in the ordinary course of business. We believe these actions are routine and incidental to the business. While the outcome of these actions cannot be predicted with certainty, we do not believe that any will have a material adverse impact on our business.

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Management

Directors and Executive Officers

Set forth below is a list of the names, ages (as of July 2, 2026) and positions of all directors and executive officers of Jersey Mike’s Subs Inc. at the time of this offering.


Name	Age	Position
Charles R. Morrison	57	Chief Executive Officer and Director
Michele Allen	51	Chief Financial Officer
Stacy Peterson	51	Chief Operating Officer and President
Scott G. McLester	63	General Counsel
Betsy J. Mercado	49	Chief People Officer
Andrew G. Skehan	65	President, International and Global Development Officer
Nigel Travis	76	Chairman
Peter Cancro	69	Founder and Director
Fran Horowitz	62	Director
David N. Kestnbaum	44	Director
Cheryl S. Miller	54	Director
Devon L. Rinker	37	Director
Michael J. Staub	42	Director

Charles R. Morrison has served as our Chief Executive Officer and a member of our board since April 2025. Prior to joining us, Mr. Morrison served as a board member and then as Chief Executive Officer of Salad and Go, from April 2022 to December 2024. Mr. Morrison was Chairman and Chief Executive Officer of Wingstop Restaurants, Inc. (NASDAQ: WING) (“Wingstop”), which operates and franchises more than 2,000 fast-casual restaurant locations worldwide, from June 2012 until March 2022. Prior to joining Wingstop, he was Chief Executive Officer of Rave Restaurant Group, Inc. (NASDAQ: RAVE), a publicly traded pizza chain, from January 2007 until June 2012. Mr. Morrison has also held multiple senior leadership positions during his more than 20 years of restaurant experience, including serving as President of Steak & Ale and The Tavern Restaurants for Metromedia Restaurant Group, as well as various management positions at Kinko’s, Boston Market, and Pizza Hut. Mr. Morrison was recognized in 2016 by the International Foodservice Manufacturers Association with the Silver Plate award, which pays tribute to the most outstanding and innovative talents in foodservice operations and received in 2015 the Nation’s Restaurant News’ Golden Chain Award, an honor bestowed on those representing the very best that the restaurant industry has to offer. Mr. Morrison received a Bachelor of Science in Business Administration from Kansas State University.

Michele Allen has served as our Chief Financial Officer since December 2025. Prior to joining us, Ms. Allen served as Chief Financial Officer and Head of Strategy at Wyndham Hotels & Resorts, Inc. (NYSE: WH) from November 2019 to November 2025. Prior to that, Ms. Allen served in various senior finance roles at Wyndham from May 2018 to November 2019, including as Executive Vice President of Finance and Treasurer for Wyndham Worldwide. From April 2015 to May 2018, Ms. Allen served as Executive Vice President for Wyndham Worldwide. From August 2006 until March 2015, Ms. Allen held leadership positions of increasing responsibility at Wyndham Hotel Group, including Senior Vice President of Finance and Controller. From 1999 until August 2006, Ms. Allen served in various roles at Wyndham Worldwide’s predecessor, and she began her career as an independent auditor at Deloitte & Touche LLP. Ms. Allen received a Bachelor of Science in Accounting and a Bachelor of Arts in Liberal Arts from Cedar Crest College.

Stacy Peterson has served as our President and Chief Operating Officer since September 2025. Prior to joining us, Ms. Peterson served as Chief Executive Officer of Jeni’s Splendid Ice Creams, LLC from December 2022 until August 2025. From July 2022 until December 2022, Ms. Peterson served as EVP, Chief Revenue and Technology Officer of Wingstop. From May 2020 until July 2022, she served as EVP, Chief Digital and Technology Officer of Wingstop. From April 2019 until May 2020, she served as Chief Information Officer of Service King Collision Repair Centers. From September 2013 to March 2019, Ms. Peterson held multiple senior roles across marketing, innovation, technology and operations at Wingstop, including Chief Experience Officer and Chief Digital Information Officer.

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Prior to joining Wingstop, Ms. Peterson held technology leadership roles at CBRE Group Inc. (NYSE: CBRE) from October 2010 until August 2013 and at Kinko’s/FedEx Office from June 2002 until September 2010. Ms. Peterson also serves on the board of directors of Tropical Smoothie Café. Ms. Peterson received a Bachelor of Science in Business Management from Florida Atlantic University.

Scott G. McLester has served as our General Counsel since November 2025. Prior to joining us, Mr. McLester served as General Counsel and Senior Legal Advisor at Orangetheory Fitness from September 2019 until February 2025. From July 2018 until September 2019, Mr. McLester served as a Partner at K&L Gates LLP. From 2006 until June 2018, Mr. McLester served as Executive Vice President and General Counsel for Wyndham Worldwide, Inc. (NYSE: WYN). Mr. McLester was also a Vice President in the Legal Department at Merrill Lynch and a Partner with the law firm of Carpenter, Bennett & Morrissey (now McElroy, Deutsch, Mulvaney and Carpenter). Mr. McLester earned a Juris Doctor from Seton Hall University School of Law and a Bachelor of Arts from the College of William and Mary.

Betsy J. Mercado has served as our Chief People Officer since September 2025. As Chief People Officer, she leads Jersey Mike’s comprehensive people strategies that support growth and strengthen its people-first culture. Ms. Mercado brings more than 20 years of human resources leadership experience across the restaurant and franchise industries. From March 2014 until September 2025, Ms. Mercado held various roles at Flynn Group, including most recently as Chief People Officer from January 2024 until September 2025. Prior to that, Ms. Mercado served as Vice President of Human Resources for The Palm Restaurants, where she led employee relations, talent management, and compensation and benefits. Ms. Mercado earned a Bachelor of Arts in Psychology from Towson University and a Master of Science in Human Resource Management from Johns Hopkins University.

Andrew G. Skehan has served as our President, International and Global Development Officer since February 2026 and served as President, International from November 2025 to February 2026. Prior to joining Jersey Mike’s, Mr. Skehan served as President and CEO of Home Franchise Concepts from September 2022 until July 2025. Mr. Skehan served as President, U.S. & Canada at Krispy Kreme, Inc. (NASDAQ: DNUT) from November 2017 until September 2022. Prior to joining Krispy Kreme, Mr. Skehan held various leadership positions at Popeyes Louisiana Kitchen, Inc. from August 2011 until October 2017. He has also served in senior leadership positions in marketing and operations with Wendy’s, Churchill Downs Incorporated, and PepsiCo Restaurants. Mr. Skehan served as an officer in the U.S. Navy, specializing in Surface Warfare, serving both aboard ship and on the Staff of the Commander in Chief of the Pacific Fleet. He holds a Master of Business Administration from the University of Rhode Island and a Bachelor of Science from the U.S. Naval Academy.

Nigel Travis has served as a member of our board since January 2025 and as Chairman of our board since February 2026. Mr. Travis currently serves as Senior Advisor at Blackstone since July 2022. Mr. Travis served as Chief Executive Officer of Dunkin’ Brands Group, Inc. from January 2009 until July 2018 and acted as Chairman from May 2013 until December 2020. Before Dunkin’, he served as Chief Executive Officer of Papa John’s International, Inc. from January 2005 until December 2008. Mr. Travis currently serves as chairman of Abercrombie & Fitch Co. (NYSE: ANF) (“Abercrombie”) and several private companies. Mr. Travis previously served on the board of Advance Auto Parts, Inc. (NYSE: AAP) from August 2018 until May 2023 and several other public companies. Mr. Travis received a Bachelor’s degree in Business Studies from Middlesex University.

Peter Cancro is our founder and has served as a member of our board since 1975, including as chairman from January 2025 until February 2026. Mr. Cancro served as our Chief Executive Officer and Secretary from November 2007 until April 2025. From 1975 until 2007, Mr. Cancro served in various roles as our founder, including as our President. From 1971 until 1975, Mr. Cancro worked at Mike’s Subs, the original Jersey Mike’s location.

Fran Horowitz has served as a member of our board since October 2025. She currently serves as Chief Executive Officer of Abercrombie, a role she has held since 2017, and serves on the Abercrombie’s board of directors and executive committee. She previously held various leadership roles at Abercrombie, including as Brand President of Hollister and Chief Merchandising Officer for all of Abercrombie’s brands. Ms. Horowitz previously served on the board of Conagra Brands, Inc. (NYSE: CAG) from 2021 until 2025. Ms. Horowitz received a Bachelor of Arts in International Studies from Lafayette College and a Master of Business Administration from Fordham University.

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David N. Kestnbaum has served as a member of our board since January 2026. Mr. Kestnbaum currently serves as a Senior Managing Director at Blackstone in the Private Equity Group. Before joining Blackstone in 2013, Mr. Kestnbaum was with Vestar Capital Partners and JP Morgan’s Financial Sponsor Group. He currently serves as a member of the board of directors of several privately held companies including Ancestry, Candle Media, Encore, Servpro, SESAC and Tropical Smoothie Café. Mr. Kestnbaum received a Bachelor of Arts in Political Science from The University of North Carolina at Chapel Hill.

Cheryl S. Miller has served as a member of our board since October 2025. Ms. Miller served as Chief Financial Officer of West Marine from January 2022 until October 2022. Before this, she served in various roles at JM Family Enterprises from January 2021 until December 2021, including executive strategic advisor and Chief Financial Officer. From May 2009 until July 2020, Ms. Miller held several leadership roles at AutoNation, Inc. (NYSE: AN), including Chief Executive Officer, President and Board Member. Ms. Miller serves on the board of various public companies, including Celsius Holdings, Inc. (NASDAQ: CELH), Tyson Foods (NYSE: TSN) and Old Dominion Freight Line (NASDAQ: ODFL). Ms. Miller is also NACD Directorship Certified® with the National Association of Corporate Directors. Ms. Miller received a Bachelor of Business Administration in Finance from James Madison University.

Devon L. Rinker has served as a member of our board since January 2025. Mr. Rinker is a Managing Director at Blackstone in the Private Equity Group and joined the firm in 2017. He currently serves on the board of directors of several privately held companies including CoreTrust, International Data Group, and Tropical Smoothie Café. Mr. Rinker received a Bachelor of Science in Commerce from the University of Virginia and a Master of Business Administration from Harvard Business School.

Michael J. Staub has served as a member of our board since January 2025. Mr. Staub is a Senior Managing Director at Blackstone in the Private Equity Group and joined the firm in 2014. He currently serves on the board of directors of several privately held companies including AI Fire, Champions Group, Servpro, Shermco, and Tropical Smoothie Café. Mr. Staub received a Bachelor of Science in Business Administration from Ithaca College and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

Composition of the Board of Directors After this Offering

Our business and affairs are managed under the direction of our board of directors. In addition, we intend to enter into a stockholders agreement with our Sponsor in connection with this offering. Among other things, this agreement will grant our Sponsor the right to designate an agreed number of individuals to our board of directors. See “Certain Relationships and Related Person Transactions—Stockholders Agreement.”

Director Independence

Our board of directors has affirmatively determined that each of , , and qualify as independent directors under the NYSE listing standards.

Background and Experience of Directors

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our board of directors considered the following important characteristics, among others:

•

Mr. Morrison—our board of directors considered Mr. Morrison’s perspective, experience, and thorough knowledge of our industry, including as our Chief Executive Officer.

•

Mr. Travis—our board of directors considered Mr. Travis’s perspective, experience, and thorough knowledge of our industry as the former CEO of Dunkin’ Brands Group, Inc.

•

Mr. Cancro—our board of directors considered Mr. Cancro’s perspective, experience, and thorough knowledge of our industry as the founder and former Chief Executive Officer of Jersey Mike’s.

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•

Ms. Horowitz—our board of directors considered Ms. Horowitz’s management and business expertise, particularly her role as Chief Executive Officer of Abercrombie & Fitch Co.

•

Mr. Kestnbaum—our board of directors considered Mr. Kestnbaum’s management and business expertise, particularly in his role as Senior Managing Director in the Private Equity Group at Blackstone. Blackstone intends to designate Mr. Kestnbaum to our board of directors pursuant to the stockholders agreement.

•

Ms. Miller—our board of directors considered Ms. Miller’s extensive management and finance experience, particularly her roles as Chief Executive Officer and Chief Financial Officer at AutoNation.

•

Mr. Rinker—our board of directors considered Mr. Rinker’s perspective, experience, and thorough knowledge of our industry as Managing Director in the Private Equity Group at Blackstone. Blackstone intends to designate Mr. Rinker to our board of directors pursuant to the stockholders agreement.

•

Mr. Staub—our board of directors considered Mr. Staub’s perspective, experience, and thorough knowledge of our industry as Senior Managing Director in the Private Equity Group at Blackstone. Blackstone intends to designate Mr. Staub to our board of directors pursuant to the stockholders agreement.

Controlled Company Exception

Board Committees

We anticipate that, prior to the completion of this offering, our board of directors will establish the following committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Our board of directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Upon completion of this offering, we expect our audit committee will consist of , and , with serving as chair. Our audit committee will be responsible for, among other things:

•

selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

•

assisting the board of directors in evaluating the qualifications, performance, and independence of our independent auditors;

•

assisting the board of directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;

•

assisting the board of directors in monitoring our compliance with legal and regulatory requirements;

•

reviewing the adequacy and effectiveness of our internal controls over financial reporting processes;

•

assisting the board of directors in monitoring the performance of our internal audit function;

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•

reviewing with management and our independent auditors our annual and quarterly financial statements;

•

establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

•

preparing the audit committee report required per SEC rules and regulations to be included in our annual proxy statement.

The SEC rules and the NYSE rules require us to have at least one independent audit committee member upon the listing of our Class A common stock on the NYSE, a majority of independent directors within 90 days of the effective date of the registration statement, and all independent audit committee members within one year of the effective date of the registration statement. Our board of directors has affirmatively determined that , and each qualify as independent directors under NYSE listing standards and the independence standards of Rule 10A-3 of the Exchange Act. In addition, our board of directors has determined that is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act.

Compensation Committee

Upon completion of this offering, we expect our compensation committee will consist of , and , with serving as chair. Our compensation committee will be responsible for, among other things:

•

establishing and reviewing Jersey Mike’s overall compensation philosophy;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our CEO;

•

evaluating our CEO’s performance in light of such goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our CEO’s annual base salary, bonus, and equity-based incentives or other benefits based on such evaluation;

•

reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers, including annual base salary, bonus, and equity-based incentives and other benefits;

•

reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure required by SEC rules, as applicable;

•

preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and

•

reviewing and making recommendations with respect to our equity compensation plans.

Nominating and Corporate Governance Committee

Upon completion of this offering, we expect our nominating and corporate governance committee will consist of , and , with serving as chair. The nominating and corporate governance committee is responsible for, among other things:

•

assisting our board of directors in identifying prospective director nominees and recommending nominees to the board of directors;

•

overseeing the evaluation of the board of directors and management;

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reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines;

•

reviewing, approving or making recommendations to the board of directors with respect to the compensation of our non-employee directors; and

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•

reviewing the committee structure of the board of directors and recommending members for each committee of our board of directors.

Our board of directors will adopt a written charter for each of the audit committee, the compensation committee and the nominating and corporate governance committee, which will be available on our website at www.jerseymikes.com substantially concurrently with the consummation of this offering. The information contained on, or accessible from, our website is not part of this prospectus by reference or otherwise.

Compensation Committee Interlocks and Insider Participation

Jersey Mike’s Subs Inc. does not presently have, nor did it have during the last completed fiscal year, a compensation committee. Decisions regarding the compensation of our executive officers have historically been made by the compensation committee of the board of Jersey Mike’s Holdings. Peter Cancro, who is the founder and former chief executive officer of Jersey Mike’s and serves as a member of our board of directors, is a member of the compensation committee of the board of Jersey Mike’s Holdings. Mr. Morrison, who serves as our Chief Executive Officer and as a member of our board of directors, generally participates in discussions and deliberations with the compensation committee of the board regarding executive compensation, including during the last completed fiscal year. Other than Mr. Cancro and Mr. Morrison, no member of our board of directors was at any time during the last completed fiscal year, or at any other time, one of our officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee. We are party to certain transactions with affiliates of our Principal Stockholders described in “Certain Relationships and Related Person Transactions.”

Code of Ethics

We will adopt codes of business conduct and ethics that apply to all of our officers, directors, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions, which will be posted on our website. Our Code of Ethics for Senior Financial Officers is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website. The information contained on, or accessible from, our website is not part of this prospectus by reference or otherwise.

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each material element of compensation for the fiscal year ended December 28, 2025 that we provided to the following executive officers (whom we refer to as our “Named Executive Officers”) who served in the following principal capacities during fiscal year 2025:


Name		Title
Charles R. Morrison		Chief Executive Officer
Michele Allen		Chief Financial Officer
Stacy Peterson		President and Chief Operating Officer
Scott G. McLester		General Counsel
Betsy J. Mercado		Chief People Officer
Peter Cancro (1)		Former Chief Executive Officer
Walter C. Tombs (2)		Former Chief Financial Officer

(1)

Peter Cancro resigned as Chief Executive Officer of the Company effective April 28, 2025, but continued to serve as the chairman of the board following such date.

(2)

Walter C. Tombs resigned as Chief Financial Officer of the Company effective December 10, 2025.

The Jersey Mike’s Holdings board established a compensation committee in April 2025. The compensation committee is currently responsible for establishing, implementing, and evaluating our employee compensation and benefit programs. Prior to the time the compensation committee was established, the Jersey Mike’s Holdings board had such responsibility. Our compensation plans and practices are designed to promote achievement of short- and long-term financial and operational objectives while mitigating the possibility of encouraging excessive risk-taking behavior and the potential impact thereof. The compensation committee evaluates the performance of our executive officers, establishes the annual salaries and annual cash incentive awards for our executive officers, and approves all equity awards. The compensation committee’s objective is to ensure that the total compensation paid to our Named Executive Officers, as well as our other members of our senior leadership team, is fair, reasonable, and competitive. Generally, the types of compensation and benefits provided to our Named Executive Officers are similar to those provided to other senior members of our management team.

Executive Compensation Objectives and Philosophy

The goal of our executive compensation program is to create long-term value for our investors while at the same time rewarding our executives for superior financial and operating performance and support retention in a competitive market environment. We believe the most effective way to achieve this objective is to design an executive compensation program rewarding the achievement of specific annual, long-term, and strategic goals and aligning executives’ interests with those of our investors by further rewarding performance above established goals. We use this philosophy as the foundation for evaluating and improving the effectiveness of our executive pay program. The following are the core elements of our executive compensation philosophy:

•

Market Competitive: Compensation levels and programs for members of our senior leadership team, including the Named Executive Officers, should be competitive relative to the marketplace in which we operate. It is important to leverage an understanding of what constitutes competitive pay in our markets and build strategies to attract, incentivize, reward, and retain top talent;

•

Performance-Based: A significant portion of executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term goals, which reward both organizational and individual performance; and

•

Investor Aligned: Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis.

By incorporating these design elements, we believe our executive compensation program is responsive to our investors’ objectives and effective in attracting, motivating, and retaining the level of talent necessary to grow and manage our business successfully.

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As our executive compensation program evolves as a public company, it will reflect the belief that the amount earned by our executives must significantly depend on achieving rigorous company and individual performance objectives designed to enhance shareholder value. We have made, and intend to continue to make, changes to our executive compensation programs with the goal of aligning our programs with our executive compensation philosophy as a public company. Accordingly, the compensation paid to our Named Executive Officers for fiscal year 2025, and the form and manner in which it was paid, is not necessarily indicative of how we will compensate our Named Executive Officers after this offering.

Process for Determining Fiscal Year 2025 Compensation

The compensation committee is responsible for overseeing key aspects of our executive compensation program, including executive salaries, goals, and payouts under the annual cash incentive plan, the size and structure of equity awards, and any executive perquisites or other benefits. The compensation committee is also responsible for determining the compensation of the Chief Executive Officer and the other executive officers.

In determining the compensation of each of our Named Executive Officers (other than the Chief Executive Officer), the compensation committee seeks the input of the Chief Executive Officer. The Chief Executive Officer provides recommendations at least annually to the compensation committee regarding the compensation of the other Named Executive Officers. The performance of our Named Executive Officers is reviewed at least annually by the compensation committee, with assessments provided by the Chief Executive Officer on all of our Named Executive Officers (other than the Chief Executive Officer), and the compensation committee determines each Named Executive Officer’s compensation at least annually.

We believe that compensation should be competitive with compensation for executive officers in similar positions and with similar responsibilities in our marketplace. In determining compensation levels for our Named Executive Officers, the compensation committee relies upon the judgment and experience of its members, including their knowledge of competitive compensation levels in our industry. The compensation committee considers each Named Executive Officer’s performance, scope of responsibilities, depth and breadth of overall leadership experience, and the importance of the officer’s position to achieving our strategies.

As noted above, prior to the time the compensation committee was established in April 2025, the Jersey Mike’s Holdings board had the responsibilities of the compensation committee described above.

We engaged Mercer, a compensation consultant, and worked with Mercer in fiscal year 2025 to evaluate existing pay practices, design a structured grading and leveling framework for current and future roles, and benchmark compensation against market data to support informed, consistent decision-making in our compensation framework. In connection with this offering, our compensation committee has engaged FW Cook as an independent compensation consultant to assist to provide the compensation committee with input and guidance on all components of our executive and director compensation programs, including peer group selection, risk, and stockholder alignment, and advise the compensation committee with respect to market data for base salary, annual bonus, long-term equity compensation, and other competitive pay practices for similarly situated executives and directors in our peer group.

We anticipate that we will continue to review our executive compensation programs in connection with this offering and make such changes as are determined to be necessary or appropriate for our status as a public company.

Relationship of Compensation Practices to Risk Management

Our compensation plans and practices are designed to mitigate the possibility of encouraging excessive risk-taking behavior and the potential impacts thereof. For example, the following features of our executive compensation program mitigate risk:

•

Challenging, but attainable goals that are well-defined and communicated;

•

Vesting terms for equity awards for the Named Executive Officers, which only have value to the extent the long-term value of our company appreciates; and

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•

Establishment of controls in the administration of our plans to ensure performance against established company performance metrics is objectively and independently determined.

Compensation Elements

In establishing an appropriate mix of fixed and variable pay to reward and retain our executives, we consider Company-wide performance. The compensation committee balances the importance of meeting our short-term business goals with the need to create investor value and drive growth over the long term.

The primary components of our executive compensation program and the purposes of each are set forth below:


Pay Component	Purpose
Base Salary	• To recognize an executive’s immediate contribution to the organization • To compensate for assuming a significant level of responsibility • To provide financial stability • To be market competitive
Annual Cash Incentive Compensation	• To reinforce the optimization of operating results throughout the year • To pay for performance and reinforce individual accountability • To drive investor value • To ensure both short-term and long-term goals of the Company are met via compensation elements
Long-Term Equity Incentive Compensation	• To hold executives accountable for long-term decisions • To reinforce collaboration between key leaders throughout the organization for long-term goals • To retain key talent over the long term • To share success with investors • To build executive equity ownership and investor value • To be competitive in the markets where we compete for executive talent
Employee Benefits	• To provide competitive employee benefit packages to attract and retain highly qualified personnel • To avoid materially different approaches to benefit strategy among executive and non-executive populations • To be cost effective through shared expense with executives • To be tax-effective

We believe that offering each of the components of our executive compensation program helps us remain competitive in attracting, retaining and motivating talented executives. Furthermore, we structure the annual incentive bonus and long-term equity incentive compensation to ensure alignment of our executives’ interests with those of our investors. Collectively, these components are designed to motivate and reward our executives and drive our short- and long-term performance and increase our equity value.

Our base salaries are designed to attract and retain individuals with superior talent, to be market competitive and to reward executives for their individual performance and our short-term performance. Our annual incentive bonus program is designed to motivate our executives to achieve the targets we set annually for selected performance metrics, to reward them for that achievement and to hold them accountable if they fail to deliver. Our long-term incentive compensation, which is in the form of Class B Units intended to be profits interests for U.S. income tax purposes, ensures that our executives have a continuing stake in our long-term success and have incentives to increase our equity value.

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Base Salary

Base salary compensates executives for performing requirements of their positions and provides executives with a level of cash income predictability and stability with respect to a portion of their total compensation. No formulaic base salary increases are provided to the Named Executive Officers.

Mr. Morrison, Ms. Allen, Ms. Peterson, Mr. McLester, and Ms. Mercado commenced employment with the Company during fiscal year 2025 and, accordingly, their base salaries have not yet been increased. The base salaries of Messrs. Cancro and Tombs also did not increase for fiscal year 2025.

The base annual salary for each of our Named Executive Officers during the fiscal year ended December 28, 2025 was as follows:


Name	Fiscal Year Ended December 28, 2025
Charles R. Morrison (1)	$	1,100,000
Michele Allen (2)	$	800,000
Stacy Peterson (3)	$	700,000
Scott G. McLester (4)	$	450,000
Betsy J. Mercado (5)	$	450,000
Peter Cancro (6)	$	3,000,000
Walter C. Tombs (6)	$	1,000,000

(1)

Mr. Morrison joined the Company as Chief Executive Officer on April 28, 2025. The salary paid to Mr. Morrison for fiscal year 2025 was pro-rated based on his start date.

(2)

Ms. Allen joined the Company as Chief Financial Officer on December 2, 2025. The salary paid to Ms. Allen for fiscal year 2025 was pro-rated based on her start date.

(3)

Ms. Peterson joined the Company as Chief Operating Officer on September 2, 2025. The salary paid to Ms. Peterson for fiscal year 2025 was pro-rated based on her start date.

(4)

Mr. McLester joined the Company as General Counsel on November 15, 2025. The salary paid to Mr. McLester for fiscal year 2025 was pro-rated based on his start date.

(5)

Ms. Mercado joined the Company as Chief People Officer on September 29, 2025. The salary paid to Ms. Mercado for fiscal year 2025 was pro-rated based on her start date.

(6)

Mr. Cancro resigned as Chief Executive Officer and Mr. Tombs resigned as Chief Financial Officer effective as of April 28, 2025 and December 2, 2025, respectively.

Annual Incentive Compensation

Fiscal Year 2025 Annual Bonuses

In the case of our Named Executive Officers, for fiscal year 2025 only, Mr. Morrison, Ms. Allen, Ms. Peterson, Mr. McLester, and Ms. Mercado were entitled to a minimum guaranteed annual bonus in light of their first year of employment with us. We agreed to provide a guaranteed annual bonus amount for their respective first year of employment with us as an inducement to commence employment with us and also, in some cases, to compensate the executives for bonuses that were forfeited upon termination of employment with their former employer. The first year guaranteed annual bonus amounts were as follows: for Messrs. Morrison and Mr. McLester, an amount equal to their respective target annual bonus amounts for fiscal year 2025 (but pro-rated for their partial year of employment); for Ms. Peterson, an amount equal to her full target annual bonus amount for fiscal year 2025; for Ms. Allen, an amount equal to $487,500; and for Ms. Mercado, an amount equal to her target annual bonus amount for fiscal year 2025 (but pro-rated for her partial year of employment) plus $173,250.

The target annual bonus amounts for Mr. Morrison, Ms. Allen, Ms. Peterson, Mr. McLester, and Ms. Mercado are expressed as a percentage of base salary in their respective employment agreements, as follows: 100% of base salary for Mr. Morrison, 75% of base salary for Ms. Allen, and Ms. Peterson, and 60% of base salary for Mr. McLester and Ms. Mercado.

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For fiscal year 2025, Mr. Morrison, Ms. Allen, Ms. Peterson, Mr. McLester, and Ms. Mercado were each awarded their respective first year guaranteed bonus amount, as set forth below.


Name	Year Ended December 28, 2025
Charles R. Morrison	$	744,384
Michele Allen	$	487,500
Stacy Peterson	$	525,000
Scott G. McLester	$	32,548
Betsy J. Mercado	$	242,045

Mr. Cancro and Mr. Tombs did not receive a fiscal year 2025 annual bonus, as agreed upon as part of the terms of their separation from employment (as further described below).

Fiscal Year 2026 Annual Bonus Program

For fiscal year 2025, annual bonuses were generally awarded to employees on a discretionary basis by our Chief Executive Officer (subject to the first year guaranteed annual bonus amounts for certain of our Named Executive Officers, as described above), and the 2025 bonuses were not determined based on using a formulaic approach based on pre-established performance objectives. However, we have adopted a formal annual bonus program for fiscal year 2026 following Mercer’s review of the Company’s compensation practices in which our Named Executive Officers and certain other employees participate. Under the 2026 annual bonus program, our Named Executive Officers will be eligible to receive a cash bonus based on the achievement of certain profitability measures.

Long-Term Equity Incentive Compensation

In fiscal year 2025, following the Sponsor Acquisition, the Jersey Mike’s Management Aggregator LLC (the “Aggregator”) Equity Incentive Plan (“MIP”) was established and certain key employees, including the Named Executive Officers (other than Mr. Cancro), were granted long-term equity incentive awards that are designed to promote our interests and incentivize such employees to remain in our service. The long-term equity incentive awards were granted under the MIP in the form of Class B Units of the Aggregator. Certain non-employee directors not affiliated with the Sponsor also received Class B Units of the Aggregator. The Aggregator is a management aggregator vehicle of Jersey Mike’s Holdings established for tax purposes. For each Class B Unit of the Aggregator issued to each director or employee, Jersey Mike’s Holdings issues a Class B Unit of Jersey Mike’s Holdings to the Aggregator on a one-to-one basis.

The Class B Units are “profits interests” under U.S. federal income tax law having economic characteristics similar to stock appreciation rights (i.e., representing the right to share in any increase in the equity value of Jersey Mike’s Holdings that exceeds specified thresholds). The Class B Units are divided into a time-vesting portion (one-third of the Class B Units granted) that vests over five years (the “Time-Vested Units”) and a performance-vesting portion (two-thirds of the Class B Units) that vests based on the achievement of certain returns to the Sponsor on its investment (the “Performance-Vesting Units”). The Performance-Vesting Units for the Named Executive Officers are divided into three equal tranches, referred to as the “Tranche I Performance-Vesting Units”, “Tranche II Performance-Vesting Units” and “Tranche III Performance-Vesting Units.” Unvested Class B Units are not entitled to distributions from the Aggregator. In fiscal year 2025, our Named Executive Officers were granted the following number of Class B Units of the Aggregator: Mr. Morrison, 86,489,304 Class B Units; Ms. Allen, 16,016,538 Class B Units; Ms. Peterson, 16,016,538 Class B Units; Mr. McLester, 11,211,576 Class B Units; Ms. Mercado, 11,211,576; and Mr. Tombs, 22,423,153 Class B Units. The grant date fair values, calculated in accordance with FASB Topic 718, for the awards granted in fiscal year 2025 are reported in the Summary Compensation Table. Mr. Cancro did not receive Class B Units. In connection with this offering, the Company expects to modify the vesting terms of outstanding Performance-Vesting Units to provide that certain of the returns to the Sponsor on its investment (but not others) will be deemed satisfied on a retroactive and going forward basis upon the second anniversary of the completion of this offering, subject to the holder’s continued service through such anniversary. For additional information, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.”

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The specific sizes of the Class B Unit grants made to our Named Executive Officers were determined in consideration of the Sponsor’s practices with respect to management equity programs at other private companies in its portfolio and the executive officer’s position and level of responsibilities with us.

For further discussion of the vesting and other terms of the Class B Units, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”

Other Compensation

Health and Welfare Benefits and Perquisites

We provide various employee benefits to our Named Executive Officers, including medical, vision, dental, life insurance, accidental death and dismemberment, long-term disability, short-term disability and wellness programs. These benefit programs are available to all of our salaried U.S.-based employees, and are intended to attract and retain employees while providing them with health and welfare security.

Our Named Executive Officers were also provided with certain other benefits during fiscal year 2025, as further described herein. Mr. Morrison, and Ms. Peterson received reimbursement for commuting expenses (including travel and meal expenses), and Ms. Mercado received reimbursement of relocation expenses. Mr. Morrison and Mses. Peterson and Mercado also received a tax gross-up for the imputed income associated with these reimbursement benefits. Mr. Morrison is also entitled to a monthly allowance not to exceed $15,000 per month for the cost of corporate housing and an automobile when traveling to our headquarters under the terms of his employment agreement, as well as 50 hours of private air travel per year through a company specializing in private aircraft services for the purpose of commuting to and from our headquarters to a personal residence. In the case of Messrs. Cancro and Tombs, the Company paid the health, vision and dental insurance premiums of each Named Executive Officer and each executive’s spouse.

Retirement Benefits

We also maintain a defined contribution plan that is tax-qualified under Section 401(k) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and that we refer to as the “401(k) Plan”. The 401(k) Plan is offered on a nondiscriminatory basis to our full-time regular employees, including our Named Executive Officers, and our eligible part-time employees. However, employees (including our Named Executive Officers) are only eligible to participate in the 401(k) Plan following their first year of employment with us. Subject to certain limitations imposed by the Code, the 401(k) Plan permits eligible employees to defer receipt of up to 100% of their eligible compensation (up to the IRS’ annual maximum) each plan year on a pre-tax basis. The 401(k) Plan is intended to qualify as a safe harbor 401(k) plan and utilizes safe harbor non-elective contributions of 3%. All eligible employees will receive the 3% non-elective contribution, whether or not they elect to make contributions. We believe that matching contributions assist us in attracting and retaining talented employees and executives. The 401(k) Plan also provides an opportunity for participants to save money for retirement on a tax-deferred basis and to achieve financial security, thereby promoting retention.

Severance and Transition Benefits

We believe that reasonable and appropriate severance benefits are necessary in order to be competitive in our executive attraction and retention efforts. Messrs. Morrison and McLester and Mses. Allen, Peterson and Mercado are each party to an employment agreement with the Company that entitles the executive to severance benefits in the event the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” (as such terms are defined in their employment agreements). Mr. Cancro and Mr. Tombs were also party to employment agreements that provided for severance benefits, but, as further discussed below, Mr. Cancro and Mr. Tombs are no longer eligible for severance benefits under their respective employment agreements and, instead, received certain transition benefits in connection with their resignation. See “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Agreements with Named Executive Officers” and “—Potential Payments Upon Termination or Change in Control” below for a description of the severance and, as applicable, transition benefits payable to our Named Executive Officers under their respective arrangements with the Company.

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Transaction Bonus

In connection with the Sponsor Acquisition, Mr. Tombs received a cash transaction bonus equal to $40,000,000.

Clawback Policy

In connection with this offering, we will adopt a compensation recovery policy that is compliant with the listing rules of the NYSE, as required by Rule 10D-1 under the Exchange Act, to be effective upon the completion of this offering.

In addition, all Class B Unit award agreements obligate the recipient to repay any after-tax proceeds received in respect of Class B Units if the recipient is terminated for cause (or we discover following termination that grounds to terminate the recipient’s employment for cause existed at the time of termination) or violates restrictive covenants.

Tax and Accounting Implications

The compensation committee intends to operate its compensation programs with the good faith intention of complying with Section 409A of the Code. We intend to account for equity-based payments with respect to our long-term equity incentive award programs in accordance with the requirements of FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”).

Agreements with Named Executive Officers

In fiscal year 2025, we entered into employment agreements with Mr. Morrison, Ms. Allen, Ms. Peterson, Mr. McLester, and Ms. Mercado in connection with their commencement of employment with us. We also entered into a transition agreement with Mr. Tombs, which includes the terms that are applicable to his service relationship with the Company following his transition from his Chief Financial Officer role. The Company and Mr. Cancro also agreed to certain terms in connection with Mr. Cancro’s transition from his Chief Executive Officer role to chairman of the board. The material terms of each of Mr. Morrison’s, Ms. Allen’s, Ms. Peterson’s, Mr. McLester’s, and Ms. Mercado’s employment agreement and each of Mr. Cancro’s and Mr. Tombs’ transition terms are described below under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Agreements with Named Executive Officers.”

Actions Taken in Connection with this Offering

In connection with this offering, we are working with FW Cook, our independent compensation consultant, to formalize our post-offering compensation programs and implement compensation arrangements that reflect our compensation philosophy described above.

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Summary Compensation Table

The following table provides summary information concerning compensation earned by our Named Executive Officers for services rendered for the fiscal year ended December 28, 2025.


Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Charles R. Morrison Chief Executive Officer	2025	$	740,385	$	744,384	$	18,739,349		—		—		—	$	397,363	(4)	$	20,621,481
Michele Allen Chief Financial Officer	2025	$	61,538	$	487,500	$	2,829,588		—		—		—		—		$	3,378,626
Stacy Peterson President and Chief Operating Officer	2025	$	226,154	$	525,000	$	3,096,531		—		—		—	$	33,113	(5)	$	3,880,798
Scott G. McLester General Counsel	2025	$	51,923	$	32,548	$	1,980,712		—		—		—		—		$	2,065,183
Betsy J. Mercado Chief People Officer	2025	$	112,500	$	242,045	$	2,167,571		—		—		—	$	39,318	(6)	$	2,561,434
Peter Cancro Former Chief Executive Officer	2025	$	980,769		—		—		—		—		—	$	2,062,442	(7)	$	3,043,211
Walter C. Tombs Former Chief Financial Officer	2025	$	1,011,539	$	40,038,462	$	4,110,911		—		—		—	$	41,991	(8)	$	45,202,903

(1)

Amounts reported in this column represent the Named Executive Officer’s base salary earned during fiscal year 2025.

(2)

Amounts reported in this column for Mses. Allen, Peterson and Mercado and Mr. McLester represent the guaranteed bonus each executive was entitled to and received for fiscal year 2025 pursuant to the terms of the executive’s employment agreement. For Mr. Tombs, the amount reported in this column represents the $40,000,000 cash transaction bonus paid to Mr. Tombs in connection with the Sponsor Acquisition. Mr. Cancro did not earn an annual bonus with respect to fiscal year 2025.

(3)

For purposes of calculating the value of the Performance-Vesting Units reflected in the table, amounts were computed based on the probable outcome of the performance conditions applicable to each award on the grant date. The Company concluded that the performance conditions associated with the Performance-Vesting Units require the occurrence of a significant distribution or liquidity event and that such event was not considered probable as the grant date, and accordingly, no fair value is included in the table for these awards pursuant to the SEC’s disclosure rules.

(4)

For Mr. Morrison, the amount reported in this column includes: (i) $8,745 related to the Company’s reimbursement of certain commuting expenses (including travel and meals), plus a corresponding tax gross-up of $1,260 provided by the Company for the imputed income associated with this reimbursement; (ii) $63,165 related to payments for Mr. Morrison’s corporate housing, plus a corresponding tax gross-up of $35,462 provided by the Company for the imputed income associated with this benefit; (iii) $13,013 related to payments for Mr. Morrison’s automobile lease, plus a corresponding tax gross-up of $3,558 for the imputed income associated with this benefit; and (iv) $272,160, which represents the aggregate incremental cost to the Company for personal use of the Company’s fractionally-owned aircraft by Mr. Morrison (and members of his family and guests). The incremental cost for personal use of Company aircraft is based on established hourly rates charged by the fractional ownership program operator, fuel rate and other flight-related fees and expenses, plus a pro rata portion of certain fixed costs charged by the operator.

(5)

For Ms. Peterson, the amount reported in this column includes $19,553 related to the Company’s reimbursement of certain commuting expenses (including travel and meals), plus a corresponding $13,561 tax gross-up provided by the Company for the imputed income associated with this reimbursement.

(6)

For Ms. Mercado, the amount reported in this column include (i) $3,616 related to the Company’s reimbursement of certain relocation expenses, plus a corresponding $1,203 tax gross-up provided by the Company for the imputed income associated with this reimbursement and (ii) $18,000 related to payments for Ms. Mercado’s corporate housing, plus a corresponding tax gross-up of $16,499 provided by the Company for the imputed income associated with this benefit.

(7)

For Mr. Cancro, the amount reported in this column includes (i) $10,500 in Company contributions to our 401(k) Plan; (ii) $31,491 in health, dental and vision insurance premiums paid by the Company on behalf of the executive and the executive’s spouse; (iii) $1,220 in automobile fringe benefits; and (iv) $2,019,231 in payments to Mr. Cancro following his resignation as Chief Executive Officer for service as chairman of the board, as described further under “—Transition Terms and Prior Employment Agreement with Mr. Cancro.”

(8)

For Mr. Tombs, the amount reported in this column includes (i) $10,500 in Company contributions to our 401(k) Plan and (ii) $31,491 in health, dental and vision insurance premiums paid by the Company on behalf of the executive and the executive’s spouse.

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Grants of Plan-Based Awards in Fiscal Year 2025

The following table provides information with respect to grants of plan-based awards to certain of our Named Executive Officers during fiscal year 2025.


		Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Stock Awards: Number of Shares of Stock		Grant Date Fair Value of Stock and Option
	Grant	Threshold	Target			Maximum	or Units		Awards
Name	Date	(#)	(#)			(#)	(#)(1)		($)
Charles R. Morrison	4/28/2025							28,829,768	$	18,739,349
	4/28/2025			19,219,845	(2)
	4/28/2025			19,219,845	(3)
	4/28/2025			19,219,845	(4)
Michele Allen	12/2/2025							5,338,846	$	2,829,588
	12/2/2025			3,559,231	(2)
	12/2/2025			3,559,231	(3)
	12/2/2025			3,559,231	(4)
Stacy Peterson	9/2/2025							5,338,846	$	3,096,531
	9/2/2025			3,559,231	(2)
	9/2/2025			3,559,231	(3)
	9/2/2025			3,559,231	(4)
Scott G. McLester	11/17/2025							3,737,192	$	1,980,712
	11/17/2025			2,491,461	(2)
	11/17/2025			2,491,461	(3)
	11/17/2025			2,491,461	(4)
Betsy J. Mercado	9/29/2025							3,737,192	$	2,167,571
	9/29/2025			2,491,461	(2)
	9/29/2025			2,491,461	(3)
	9/29/2025			2,491,461	(4)
Walter C. Tombs	8/8/2025							7,474,384	$	4,110,911
	8/8/2025			4,982,923	(2)
	8/8/2025			4,982,923	(3)
	8/8/2025			4,982,923	(4)

(1)

Reflects Time-Vested Units granted to Messrs. McLester, Morrison and Tombs and Mses. Allen, Peterson and Mercado that vest over 5 years, with 20% vesting on the 12-month anniversary of the Vesting Reference Date and an additional 20% vesting every year thereafter. The grant date fair value of these awards is calculated in accordance with ASC Topic 718. See footnote 3 to the Summary Compensation Table.

(2)

Reflects Tranche I Performance-Vesting Units granted to Messrs. McLester, Morrison and Tombs and Mses. Allen, Peterson and Mercado that vest based on achievement of performance metrics tied to multiples of our Sponsor’s invested capital in Jersey Mike’s Holdings. The grant date fair value of the Performance-Vesting Units is calculated in accordance with ASC Topic 718 and based on the probable outcome of the performance conditions on the date of grant. See footnote 3 to the Summary Compensation Table.

(3)

Reflects Tranche II Performance-Vesting Units granted to Messrs. McLester, Morrison and Tombs and Mses. Allen, Peterson and Mercado that vest based on achievement of performance metrics tied to multiples of our Sponsor’s invested capital in Jersey Mike’s Holdings. The grant date fair value of the Performance-Vesting Units is calculated in accordance with ASC Topic 718 and based on the probable outcome of the performance conditions on the date of grant. See footnote 3 to the Summary Compensation Table.

(4)

Reflects Tranche III Performance-Vesting Units granted to Messrs. McLester, Morrison and Tombs and Mses. Allen, Peterson and Mercado that vest based on achievement of performance metrics tied to multiples of our Sponsor’s invested capital in Jersey Mike’s Holdings. The grant date fair value of the Performance-Vesting Units is calculated in accordance with ASC Topic 718 and based on the probable outcome of the performance conditions on the date of grant. See footnote 3 to the Summary Compensation Table.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Agreements with Named Executive Officers

The following descriptions of the employment agreements and other agreements with certain Named Executive Officers are qualified in their entirety by the full terms and conditions thereof. Each employment and other agreement, including any amendments, is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference.

Employment Agreement with Mr. Morrison

We entered into an employment agreement with Charles R. Morrison, dated April 23, 2025, which we refer to as the “Morrison employment agreement.” The Morrison employment agreement provides that Mr. Morrison will serve as our Chief Executive Officer, with an employment term commencing on April 28, 2025 and continuing until terminated in accordance with the terms of the employment agreement. The Morrison employment agreement provides at-will employment and can be terminated by Mr. Morrison or us at any time. The Morrison employment agreement

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also provides for (i) an initial base salary of $1,100,000 per year, subject to change as may be determined from time to time in the Company’s sole discretion, and (ii) eligibility to receive an annual bonus, with a target bonus equal to 100% of base salary. The Morrison employment agreement also provides that, for fiscal year 2025 only, Mr. Morrison will receive a guaranteed annual bonus equal to 100% of his base salary, but pro-rated for his partial year of employment. Mr. Morrison is also entitled to participate in our employee benefit arrangements and to receive reimbursement for business expenses in accordance with our business expense policy. The Morrison employment agreement also provides for a grant of 86,489,304 Class B Units of the Aggregator to Mr. Morrison, which has been issued to Mr. Morrison.

Under the Morrison employment agreement, during his employment term, Mr. Morrison will be entitled to utilize corporate housing and an automobile (at an aggregate expense to the Company not to exceed $15,000 per month), in each case, leased and provided by the Company, when traveling to the Company’s headquarters. In addition, to the extent Mr. Morrison travels more than 25 miles from a personal residence to an office location of the Company, the Company will reimburse Mr. Morrison for reasonable travel expenses incurred by Mr. Morrison in connection with his travel to and from the Company’s offices in connection with carrying out his duties and responsibilities. The Company will also provide Mr. Morrison with access to 50 hours of private air travel per year through a company specializing in private aircraft services for the purpose of commuting to and from the Company’s offices from a personal residence.

The Morrison employment agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire and non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and the mutual non-disparagement provision have indefinite terms. The non-competition and non-solicitation covenants are effective both during Mr. Morrison’s employment with us and until the 24-month anniversary of termination of employment for any reason. The Morrison employment agreement also provides for severance benefits, as described below under “—Potential Payments Upon Termination or Change in Control.”

Employment Agreement with Ms. Allen

We entered into an employment agreement with Michele Allen, dated November 10, 2025, which we refer to as the “Allen employment agreement.” The Allen employment agreement provides that Ms. Allen will serve as our Chief Financial Officer, with an employment term commencing on December 2, 2025 and continuing until terminated in accordance with the terms of the employment agreement. The Allen employment agreement provides at-will employment and can be terminated by Ms. Allen or us at any time. The Allen employment agreement also provides for (i) an initial base salary of $800,000 per year, subject to change as may be determined from time to time by the Company, and (ii) eligibility to receive an annual bonus, with a target bonus equal to 75% of base salary. The Allen employment agreement provides that, for fiscal year 2025 only, Ms. Allen will receive a guaranteed annual bonus in the amount of $487,500. Ms. Allen is also entitled to participate in our employee benefit arrangements and to receive reimbursement for business expenses in accordance with our business expense policy. The Allen employment agreement also provides for a grant of 16,016,538 Class B Units of the Aggregator to Ms. Allen, which has been issued to Ms. Allen.

The Allen employment agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire and non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and the mutual non-disparagement provision have indefinite terms. The non-competition and non-solicitation covenants are effective both during Ms. Allen’s employment with us and until the 24-month anniversary of termination of employment for any reason. The Allen employment agreement also provides for severance benefits, as described below under “—Potential Payments Upon Termination or Change in Control.”

Employment Agreement with Ms. Peterson

We entered into an employment agreement with Stacy Peterson, dated July 11, 2025, which we refer to as the “Peterson employment agreement.” The Peterson employment agreement provides that Ms. Peterson will serve as our President and Chief Operating Officer, with an employment term commencing on September 2, 2025 and continuing until terminated in accordance with the terms of the employment agreement. The Peterson employment agreement

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provides at-will employment and can be terminated by Ms. Peterson or us at any time. The Peterson employment agreement also provides for (i) an initial base salary of $700,000 per year, subject to change as may be determined from time to time by the Company, and (ii) eligibility to receive an annual bonus, with a target bonus equal to 75% of base salary. The Peterson employment agreement provides that, for fiscal year 2025 only, Ms. Peterson will receive a guaranteed annual bonus equal to 75% of her base salary. Ms. Peterson is also entitled to participate in our employee benefit arrangements and to receive reimbursement for business expenses in accordance with our business expense policy. The Peterson employment agreement also provides for a grant of 16,016,538 Class B Units of the Aggregator to Ms. Peterson, which has been issued to Ms. Peterson.

The Peterson employment agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire and non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and the mutual non-disparagement provision have indefinite terms. The non-competition and non-solicitation covenants are effective both during Ms. Peterson’s employment with us and until the 12-month anniversary of termination of employment for any reason. The Peterson employment agreement also provides for severance benefits, as described below under “—Potential Payments Upon Termination or Change in Control.”

Employment Agreement with Mr. McLester

We entered into an employment agreement with Scott G. McLester, dated October 21, 2025, which we refer to as the “McLester employment agreement.” The McLester employment agreement provides that Mr. McLester will serve as our General Counsel, with an employment term commencing on November 17, 2025 and continuing until terminated in accordance with the terms of the employment agreement. The McLester employment agreement provides at-will employment and can be terminated by Mr. McLester or us at any time. The McLester employment agreement also provides for (i) an initial base salary of $450,000 per year, subject to change as may be determined from time to time in the Company’s sole discretion, and (ii) eligibility to receive an annual bonus, with a target bonus equal to 60% of base salary. The McLester employment agreement provides that, for fiscal year 2025 only, Mr. McLester will receive a guaranteed annual bonus equal to 60% of his base salary pro-rated for his partial year of employment. Mr. McLester is also entitled to participate in our employee benefit arrangements and to receive reimbursement for business expenses in accordance with our business expense policy. The McLester employment agreement also provides for a grant of 11,211,576 Class B Units of the Aggregator to Mr. McLester, which has been issued to Mr. McLester.

The McLester employment agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire and non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and the mutual non-disparagement provision have indefinite terms. The non-competition and non-solicitation covenants are effective both during Mr. McLester’s employment with us and until the 12-month anniversary of termination of employment for any reason. The McLester employment agreement also provides for severance benefits, as described below under “—Potential Payments Upon Termination or Change in Control.”

Employment Agreement with Ms. Mercado

We entered into an employment agreement with Betsy J. Mercado, dated August 23, 2025, which we refer to as the “Mercado employment agreement.” The Mercado employment agreement provides that Ms. Mercado will serve as our Chief People Officer, with an employment term commencing on September 29, 2025 and continuing until terminated in accordance with the terms of the employment agreement. The Mercado employment agreement provides at-will employment and can be terminated by Ms. Mercado or us at any time. The Mercado employment agreement also provides for (i) an initial base salary of $450,000 per year, subject to change as may be determined from time to time by the Company, and (ii) eligibility to receive an annual bonus, with a target bonus equal to 60% of base salary. The Mercado employment agreement provides that, for fiscal year 2025 only, Ms. Mercado will receive a guaranteed annual bonus equal to the sum of 60% of Ms. Mercado’s base salary (pro-rated for Ms. Mercado’s partial year of employment), plus $173,250. Ms. Mercado is also entitled to participate in our employee benefit arrangements and to receive reimbursement for business expenses in accordance with our business expense policy, commuting expenses during the six-month period following Ms. Mercado’s start date, and relocation expenses (the relocation expenses will

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be capped at an amount agreed to by the parties). The Mercado employment agreement also provides for a grant of 11,211,576 Class B Units of the Aggregator to Ms. Mercado, which has been issued to Ms. Mercado.

The Mercado employment agreement contains restrictive covenants, including confidentiality of information, assignment of intellectual property, non-competition, employee no-hire and non-solicitation, client and customer non-solicitation, and mutual non-disparagement covenants. The confidentiality covenant and the mutual non-disparagement provision have indefinite terms. The non-competition and non-solicitation covenants are effective both during Ms. Mercado’s employment with us and until the 12-month anniversary of termination of employment for any reason. The Mercado employment agreement also provides for severance benefits, as described below under “—Potential Payments Upon Termination or Change in Control.”

Transition Terms and Prior Employment Agreement with Mr. Cancro

Mr. Cancro resigned from his role as Chief Executive Officer on April 28, 2025. In connection with his resignation from his role as Chief Executive Officer, the Company and Mr. Cancro agreed that Mr. Cancro would continue to serve as chairman of the board until January 16, 2026 (unless he resigned or was terminated for “cause” prior to such date), and also agreed that he would continue to receive payment of his base salary during his service as chair. Mr. Cancro’s term as chair of the board was then extended until February 19, 2026.

Mr. Cancro did not otherwise receive severance benefits in connection with his resignation from his role as Chief Executive Officer. Mr. Cancro and the Company also agreed that following his resignation as Chief Executive Officer, Mr. Cancro would no longer be entitled to any payments under his employment agreement with us, which we refer to as the “Cancro employment agreement”.

Prior to Mr. Cancro’s resignation as Chief Executive Officer, Mr. Cancro’s employment agreement governed the terms of his employment, which we refer to as the “Cancro employment agreement.” The Cancro employment agreement was entered into on November 8, 2024, amended on January 15, 2025, and became effective upon consummation of the Sponsor Acquisition on January 16, 2025. The Cancro employment agreement provided that Mr. Cancro would serve as our Chief Executive Officer and as the chairman of our board through the first anniversary of the effective date of the Sponsor Acquisition. However, as noted above, his chairman term continued until February 19, 2026. The Cancro employment agreement also provided that Mr. Cancro would be paid annual compensation at the rate of $3,000,000. Pursuant to the terms of the Cancro employment agreement, Mr. Cancro was also entitled to participate in our employee benefit arrangements and to receive reimbursement for business expenses in accordance with our business expense policy during his employment term. The Cancro employment agreement also provided that the Company would provide Mr. Cancro an additional fixed amount of $166,666.66 per month (but pro-rated for any partial month of employment) in light of the business expenses incurred by Mr. Cancro related to air transportation to travel from time to time for business purposes in accordance with the Company’s travel policy. The Cancro employment agreement also provided for severance benefits, as described below under “—Potential Payments Upon Termination or Change in Control.”

Mr. Cancro is also party to a restrictive covenant agreement with Submarine Buyer LLC that was entered into in connection with the Sponsor Acquisition, which contains non-competition, customer non-solicitation and confidentiality of information covenants that are effective for five years following the closing of the Sponsor Acquisition. His restrictive covenant agreement also includes employee no-hire and non-solicitation covenants that are effective for two years following the consummation of the Sponsor Acquisition and a non-disparagement covenant that has an indefinite term.

Transition Agreement and Employment Agreement with Mr. Tombs

We entered into a transition agreement with Walter C. Tombs, dated as of December 10, 2025, which we refer to as the “Tombs transition agreement.” Pursuant to the Tombs transition agreement, Mr. Tombs resigned as the Chief Financial Officer of the Company on December 2, 2025 but continued as an employee of the Company through January 1, 2026. Effective as of January 2, 2026, Mr. Tombs’ employment with the Company ended, and Mr. Tombs transitioned to a consultant role. The Tombs transition agreement provides that Mr. Tombs will continue to serve as a consultant until January 16, 2027 (which we refer to as the “advisory period”). The Tombs transition agreement provides for the following advisory fee during the advisory period: for the period commencing on January 2, 2026

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until June 30, 2026, a fee equal to $1,000,000, and for the period commencing on July 1, 2026 until January 16, 2027, Mr. Tombs will receive a fee equal to $500,000, in each case, payable in equal bi-weekly installments. During the advisory period, Mr. Tombs will also be entitled to continue to receive his Company-paid car allowance and the employer- and employee-paid portion of the health insurance premiums for Mr. Tombs and his dependents.

The Tombs transition agreement provided that in the event Mr. Tombs’ employment was terminated earlier than January 2, 2026, Mr. Tombs would be entitled to the severance benefits provided under Mr. Tombs’ employment agreement with the Company. The severance benefits provided for under Mr. Tombs’ employment agreement with the Company is described below under the “—Potential Payments Upon Termination or Change in Control.” Mr. Tombs’ employment was not terminated earlier than such date, and, accordingly, Mr. Tombs did not receive severance benefit in connection with the cessation of the employment with the Company or transition from his Chief Financial Officer role. Mr. Tombs’ transition agreement also provided that he would remain eligible to vest in 40% of his Time-Vested Units during his advisory period, and any Time-Vested Units that remained unvested as of the end of the advisory period would be forfeited. All Performance-Vesting Units were forfeited upon the transition date.

Prior to Mr. Tombs’s transition date, Mr. Tombs’s employment agreement governed the terms of his employment, which we refer to as the “Tombs employment agreement.” The Tombs employment agreement was entered into on May 13, 2016. The Tombs employment agreement provided that Mr. Tombs would serve as our Chief Financial Officer from July 1, 2016 through June 30, 2026 (unless earlier terminated in accordance with the terms of the Tombs employment agreement). The Tombs employment agreement also provided for (i) an initial base salary of $750,000 per year, which may be subject to increase as determined by the Chief Executive Officer and (ii) eligibility to receive an annual bonus, in an amount as determined by the Chief Executive Officer. The Tombs employment agreement also provided that Mr. Tombs was entitled to participate in our employee benefit arrangements and that the Company will pay 100% of Mr. Tombs’s health insurance and dental insurance premiums during the duration of the employment term. The Tombs employment agreement contains restrictive covenants, including an indefinite confidentiality of information covenant and a non-competition covenant that is effective for 12 months following his termination of employment.

In addition, in connection with the Sponsor Acquisition, Mr. Tombs received a cash transaction bonus equal to $40,000,000.

Equity Awards

In fiscal year 2025, in connection with our acquisition by our Sponsor, we adopted the Jersey Mike’s Management Aggregator LLC Equity Incentive Plan, which we refer to as the MIP, pursuant to which we grant the Named Executive Officers and other awards of Class B Units of the Aggregator to employees and directors. In fiscal year 2025, the Class B Units granted to our Named Executive Officers consisted of one-third Time-Vested Units and two-thirds Performance-Vesting Units. For each Class B Unit of the Aggregator issued, Jersey Mike’s Holdings issues a Class B Unit in Jersey Mike’s Holdings to the Aggregator on a one-for-one basis.

Terms of the Class B Units

The vesting terms of the Class B Units are as follows:

•

The “Time-Vested Units” vest over 5 years, with 20% vesting on each of the first five anniversaries of a specified vesting reference date, subject to continued employment or service through each applicable vesting date.

•

The “Tranche I Performance-Vesting Units” vest when and if Blackstone receives cash proceeds in respect of its Class A Units in Jersey Mike’s Holdings equal to (x) a 1.85x multiple on its investment and (y) a 14% annualized internal rate of return on its investment, subject to the executive’s continued employment or service through each applicable vesting date.

•

The “Tranche II Performance-Vesting Units” vest when and if Blackstone receives cash proceeds in respect of its Class A Units in Jersey Mike’s Holdings equal to (x) a 2.25x multiple on its investment and

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(y) an 18% annualized internal rate of return on its investment, subject to the executive’s continued employment or service through each applicable vesting date.

•

The “Tranche III Performance-Vesting Units” vest when and if Blackstone receives cash proceeds in respect of its Class A Units in Jersey Mike’s Holdings equal to (x) a 2.65x multiple on its investment and (y) a 22% annualized internal rate of return on its investment, subject to the executive’s continued employment or service through each applicable vesting date.

•

Upon a change of control, Performance-Vesting Units will vest only to the extent the applicable performance hurdles described above are achieved (and subject to executive’s continued employment or service through the change of control). Any Performance-Vesting Units that do not vest prior to or in connection with such change of control will be forfeited.

•

In the event of an initial public offering, any then-outstanding unvested Performance-Vesting Units will remain outstanding and will be tested for vesting and achievement of the applicable performance hurdles 30 days following each date that our Sponsor disposes of any of its Class A Units of Jersey Mike’s Holdings (or, as applicable, any equivalent equity securities acquired in exchange, conversion or otherwise for such Class A Units) (the “Post-IPO Disposed Securities”) to an unaffiliated third-party based on the cash proceeds (excluding tax distributions) that our Sponsor has received on such date in respect of the Post-IPO Disposed Securities (but not yet on our Sponsor’s cumulative invested capital in Jersey Mike’s Holdings).

•

On the fifth anniversary of an initial public offering, any then-outstanding unvested Performance Vested Units will become vested if the applicable performance hurdles for such Performance-Vesting Units are satisfied assuming that all of the Sponsor’s remaining Class A Units of Jersey Mike’s Holdings are disposed for cash proceeds equal to the volume-weighted average trading price for such security over the immediately preceding 180 days on the stock exchange on which the equity is principally trading.

All unvested Class B Units will be forfeited upon a Named Executive Officer’s termination of employment. In addition, upon a termination of employment for cause or in the event of a restrictive covenant violation, all Class B Units, whether vested or unvested, will be immediately forfeited (except to the extent automatic forfeiture is not permissible under applicable law, in which case the call right described below will apply). Any Class B Units proceeds received by a Named Executive Officer are also subject to clawback upon a termination of employment by us for cause, a resignation by a Named Executive Officer where grounds for cause exist, or a restrictive covenant violation. Vested Class B Units held by the Named Executive Officers are subject to the following call rights:

•

(i) If the Named Executive Officer’s employment with us is terminated by us for cause, (ii) if the Named Executive Officer resigns employment when grounds for cause exist, (iii) if the Named Executive Officer voluntarily resigns within two years following the vesting reference date or (iv) if a restrictive covenant violation occurs, we have an ongoing right, but not an obligation, following such termination of employment or restrictive covenant violation, as applicable, to purchase the vested Class B Units held by such Named Executive Officer at a price per Class B Unit equal to the lesser of fair market value and cost, which means that such vested Class B Units will be effectively forfeited;

•

If the Named Executive Officer’s employment with us is terminated for any reason other than as set forth above, we have the ongoing right, but not an obligation, following such termination of employment, to purchase the vested Class B Units held by such Named Executive Officer at a price per Class B Unit equal to the fair market value of the Class B Unit; or

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•

If the Named Executive Officer engages in a competitive business following termination of the executive’s employment, regardless of whether such engagement constitutes a restrictive covenant violation, we have the right, but not the obligation, following such engagement in a competitive business, to purchase the vested Class B Units held by such Named Executive Officer at a price per Class B Unit equal to the fair market value of the Class B Unit.

In connection with this offering, we expect to modify the vesting terms of outstanding Performance-Vesting Units to provide that the multiple on Blackstone’s investment vesting conditions (but not the annualized internal rate of return on its investment vesting conditions) will be deemed satisfied upon the second anniversary of the completion of this offering, subject to the holder’s continued service through such anniversary. As a result of this modification, to the extent the internal annualized rate of return hurdle applicable to any Performance-Vesting Units is achieved as a result of dispositions that occur on or before the second anniversary of this offering, then those Performance-Vesting Units would vest upon such second anniversary (without regard to the actual multiple on Blackstone’s investment). To the extent the internal annualized rate of return hurdle applicable to any Performance-Vesting Units is achieved as a result of dispositions that occur after the second anniversary of this offering, then those Performance-Vesting Units would vest in connection with those dispositions (again, without regard to the actual multiple on Blackstone’s investment). In connection with this offering, we also intend to waive the call rights described above, other than the call right applicable upon the occurrence of a restrictive covenant violation, which will continue to apply to the Incentive Units received by the Named Executive Officers in the Reclassification in respect of their Class B Units.

As a condition to receiving their Class B Units, each of the Named Executive Officers was required to enter into an incentive unit award agreement with the Aggregator and Jersey Mike’s Holdings and become a party to the amended and restated limited liability company agreement of the Aggregator. The incentive unit award agreements subject the Named Executive Officers to certain restrictive covenants, including confidentiality of information, non-competition, non-solicitation and non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during the executive’s employment with us and for a period following termination of employment, as follows: 24 months post-employment for Messrs. Morrison and Tombs and Ms. Allen, and 12 months post-employment for Mses. Peterson and Mercado and Mr. McLester.

For a description of the terms of potential acceleration and forfeiture of Class B Units for certain of our Named Executive Officers, see “—Potential Payments Upon Termination or Change in Control” below.

Outstanding Equity Awards at Fiscal Year End

The following table includes certain information with respect to outstanding equity awards held by our Named Executive Officers as of December 28, 2025.


	Equity Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)
Charles R. Morrison	4/28/2025		28,829,768	$	10,090,419		57,659,536	(3)		—
Michele Allen	12/2/2025		5,338,846	$	142,369		10,677,692	(3)		—
Stacy Peterson	9/2/2025		5,338,846	$	854,215		10,677,692	(3)		—
Scott G. McLester	11/17/2025		3,737,192	$	99,658		7,474,384	(3)		—
Betsy J. Mercado	9/29/2025		3,737,192	$	597,951		7,474,384	(3)		—
Walter C. Tombs	8/8/2025		7,474,384	$	2,616,034		—			—

(1)

Reflects Time-Vested Units that vest as to 20% of such units on each of the first five anniversaries of the applicable Vesting Reference Date. The Vesting Reference Date for Mr. Morrison’s Class B Units is April 28, 2025; the Vesting Reference Date for Ms. Allen’s Class B Units is December 2, 2025; the Vesting Reference Date for Ms. Peterson’s Class B Units is September 2, 2025; the Vesting Reference Date for Mr. McLester’s Class B Units is November 17, 2025; the Vesting Reference Date for Ms. Mercado’s Class B Units is September 29, 2025; and the Vesting Reference Date for Mr. Tombs’ Class B Units is January 16, 2025.

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(2)

Amounts in this column are based on the appreciation in the value of our business, if any, from and after the date of grant through the date of our most recent valuation prior to December 28, 2025.

(3)

Reflects Performance-Vesting Units (of which one third are Tranche I Performance-Vesting Units, one third are Tranche II Performance-Vesting Units and one third are Tranche III Performance-Vesting Units). The vesting terms of these Performance-Vesting Units are described under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.”

(4)

Amounts in this column are based on the appreciation in the value of our business, if any, from and after the date of grant through December 28, 2025 as determined by the board of Jersey Mike’s Holdings. The value of our business had not appreciated to a level that would have created value in the Performance-Vesting Units as of our most recent valuation prior to December 28, 2025. Therefore, we believe the market value of the Performance-Vesting Units was zero on that date.

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Equity Awards Vested During Fiscal Year 2025

None of the equity awards held by our Named Executive Officers vested during the fiscal year ended December 28, 2025.

Potential Payments Upon Termination or Change in Control

Severance Arrangements

Mr. Morrison. Pursuant to the terms of the Morrison employment agreement, if Mr. Morrison’s employment is terminated (i) by us without “cause” (as defined in the Morrison employment agreement) and not due to his death or disability or (ii) for “good reason” (as defined in the Morrison employment agreement) by Mr. Morrison, Mr. Morrison will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus):

•

an amount equal to 24 months’ base salary, payable in equal monthly installments over 24 months; and

•

if Mr. Morrison timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 18 months following termination of employment or, if earlier, until the date on which Mr. Morrison becomes eligible for medical and/or dental coverage from a subsequent employer.

In addition, upon a termination of Mr. Morrison’s employment due to his death or as a result of his disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), Mr. Morrison will be entitled to a pro-rated bonus for the year of termination of employment, based on actual performance and payable at the time bonuses for such year are generally payable.

Our obligation to provide the severance payments and benefits are contingent upon Mr. Morrison’s execution and non-revocation of a release of claims and Mr. Morrison’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements with us.

Ms. Allen. Pursuant to the terms of the Allen employment agreement, if Ms. Allen’s employment is terminated (i) by us without “cause” (as defined in the Allen employment agreement) and not due to her death or disability or (ii) for “good reason” (as defined in the Allen employment agreement) by Ms. Allen, Ms. Allen will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus):

•

an amount equal to the sum of (x) 12 months’ base salary, plus (y) an amount equal to the target annual bonus for the year of termination of employment, payable in equal monthly installments over 12 months;

•

an amount equal to the annual bonus for the year of termination of employment, based on actual performance, payable within two and a half months following the end of the applicable performance period; and

•

if Ms. Allen timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which Ms. Allen becomes eligible for medical and/or dental coverage from a subsequent employer.

In addition, upon a termination of Ms. Allen’s employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), Ms. Allen will be entitled to a pro-rated bonus for the year of termination of employment, based on actual performance and payable at the time bonuses for such year are generally payable.

Our obligation to provide the severance payments and benefits are contingent upon Ms. Allen’s execution and non-revocation of a release of claims and Ms. Allen’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements with us.

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Ms. Peterson. Pursuant to the terms of the Peterson employment agreement, if Ms. Peterson’s employment is terminated (i) by us without “cause” (as defined in the Peterson employment agreement) and not due to her death or disability or (ii) for “good reason” (as defined in the Peterson employment agreement) by Ms. Peterson, Ms. Peterson will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus):

•

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months; and

•

if Ms. Peterson timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which Ms. Peterson becomes eligible for medical and/or dental coverage from a subsequent employer.

In addition, upon a termination of Ms. Peterson’s employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), Ms. Peterson will be entitled to a pro-rated bonus for the year of termination of employment, based on actual performance and payable at the time bonuses for such year are generally payable.

Our obligation to provide the severance payments and benefits are contingent upon Ms. Peterson’s execution and non-revocation of a release of claims and Ms. Peterson’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements with us.

Mr. McLester. Pursuant to the terms of the McLester employment agreement, if Mr. McLester’s employment is terminated (i) by us without “cause” (as defined in the McLester employment agreement) and not due to his death or disability or (ii) for “good reason” (as defined in the McLester employment agreement) by Mr. McLester, Mr. McLester will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus):

•

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months; and

•

if Mr. McLester timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which Mr. McLester becomes eligible for medical and/or dental coverage from a subsequent employer.

In addition, upon a termination of Mr. McLester’s employment due to his death or as a result of his disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), Mr. McLester will be entitled to a pro-rated bonus for the year of termination of employment, based on actual performance and payable at the time bonuses for such year are generally payable.

Our obligation to provide the severance payments and benefits are contingent upon Mr. McLester’s execution and non-revocation of a release of claims and Mr. McLester’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements with us.

Ms. Mercado. Pursuant to the terms of the Mercado employment agreement, if Ms. Mercado’s employment is terminated (i) by us without “cause” (as defined in the Mercado employment agreement) and not due to her death or disability or (ii) for “good reason” (as defined in the Mercado employment agreement) by Ms. Mercado, Ms. Mercado will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus):

•

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months; and

•

if Ms. Mercado timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which Ms. Mercado becomes eligible for medical and/or dental coverage from a subsequent employer.

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In addition, upon a termination of Ms. Mercado’s employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), Ms. Mercado will be entitled to a pro-rated bonus for the year of termination of employment, based on actual performance and payable at the time bonuses for such year are generally payable.

Our obligation to provide the severance payments and benefits are contingent upon Ms. Mercado’s execution and non-revocation of a release of claims and Ms. Mercado’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements with us.

Mr. Cancro. The Cancro employment agreement provided that, if Mr. Cancro’s employment was terminated by us for any reason before the one-year anniversary of the consummation of the Sponsor Acquisition (other than as a result of Mr. Cancro’s death, disability or resignation), Mr. Cancro would be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations:

•

the remaining amount of Mr. Cancro’s annual compensation that would have been paid through the one-year anniversary of the consummation of the Sponsor Acquisition, payable in equal monthly installments through such date; and

•

if Mr. Cancro timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), continued medical and dental coverage, for up to the one-year anniversary of the consummation of the Sponsor Acquisition, or, if earlier, until the date on which Mr. Cancro becomes eligible for medical and/or dental coverage from a subsequent employer.

Our obligation to provide the severance payments and benefits are contingent upon Mr. Cancro’s execution and non-revocation of a release of claims and Mr. Cancro’s continued compliance with the restrictive covenant agreement by and between Mr. Cancro and Submarine Buyer LLC.

Mr. Cancro resigned from his role of Chief Executive Officer on April 28, 2025. The Company and Mr. Cancro agreed that Mr. Cancro would continue to receive payment of his base salary following the date of his resignation in connection with his continued service as chair of the board and that he would not be entitled to receive any of the severance entitlements under his employment agreement.

Mr. Tombs. The Tombs transition agreement provided that, in the event Mr. Tombs’ employment with the Company was terminated earlier than January 2, 2026 (the “CFO Transition Date”), the existing terms of his employment agreement would apply. The Tombs employment agreement provided for severance benefits in an amount equal to six months’ base salary in the event the Company notified Mr. Tombs of its election not to renew the employment agreement at least 90 days prior to the end of the initial term of the Tombs employment agreement (June 30, 2026). Mr. Tombs’ employment was not terminated earlier than the CFO Transition Date, and, accordingly, Mr. Tombs did not receive severance benefits in fiscal year 2025 in connection with the cessation of the employment with the Company.

Under the Tombs transition agreement, in the event Mr. Tombs’ advisory period (which commenced on January 2, 2026) is terminated without “cause” (as defined in the Tombs transition agreement), Mr. Tombs will be entitled to receive, subject to his execution and non-revocation of a release of claims, (i) continued payment of the applicable advisory fee and the employer- and employee-paid portion of his health insurance premiums through January 16, 2027, and (ii) if the advisory period is terminated prior to June 30, 2026, continued payment of his car allowance through June 30, 2026.

Pursuant to the Tombs transition agreement, Mr. Tombs’ Performance-Vesting Units were forfeited upon the start of the advisory period, and his Time-Vested Units will remain outstanding during the advisory period to provide Mr. Tombs with the opportunity to vest in 40% of such Time-Vested Units during the advisory period. Any vested Class B Units held by Mr. Tombs will be subject to the Company’s call option in accordance with the terms of his award agreement. Any unvested Class B Units will be forfeited upon termination of the advisory period, and in the event Mr. Tombs’ services are terminated by us for cause or Mr. Tombs breaches any restrictive covenants, any Class B Units held by Mr. Tombs will be forfeited for no consideration. Under the Tombs transition agreement, the Aggregator waived its call right under with respect to Mr. Tombs’ Class A Units under Mr. Tombs’ unit subscription agreement.

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Equity Awards

Termination without “cause” or by executive for “good reason”

There is no additional vesting with respect to the Class B Units held by any Named Executive Officers upon a termination of employment by us without cause (other than (i) as described above for Mr. Tombs under the Tombs transition agreement and (ii) as set forth below following a change in control event for other Named Executive Officers).

Change of Control

In the event of a change of control (defined as described below), outstanding Time-Vested Unit awards held by our Named Executive Officers will become fully vested, subject to the Named Executive Officer’s continued employment through the consummation of the change of control. For purposes of accelerated vesting of Time-Vested Units, a change of control generally means the occurrence of (i) the sale or disposition of all or substantially all of the assets of Jersey Mike’s Holdings, other than to certain investors and their affiliates, or (ii) any person or group, other than certain investors and their affiliates, being or becoming the beneficial owner, directly or indirectly, of more than 50% of the total voting power of Jersey Mike’s Holdings, whether by merger, consolidation, or otherwise, and certain investors or their affiliates no longer control the board of Jersey Mike’s Holdings. This offering does not constitute a change of control.

Assuming a termination of employment effective as of December 28, 2025 (i) by us without cause, (ii) by the executive for good reason or (iii) due to the executive’s death or disability, each of the specified Named Executive Officers would have received the severance payments and benefits set forth in the table below. In addition, assuming the occurrence of a change of control effective on December 28, 2025, each of the specified Named Executive Officers would have realized the value in respect of accelerated vesting of Time-Vested Units set forth in the table below. In connection with Mr. Cancro’s resignation from his role as Chief Executive Officer on April 28, 2025, the Company and Mr. Cancro agreed that he would forgo severance benefits, and accordingly, no amounts are included in the table below for Mr. Cancro. For amounts received in connection with Mr. Cancro’s role as chairman of the board see the “Summary Compensation Table.”


Name	Payment Type	Termination Without Cause or for Good Reason ($)			Termination Due to Death or Disability ($)			Change of Control ($)
Charles R. Morrison	Cash severance	$	2,200,000	(1)	$	—		$	—
	Prior year bonus		744,384	(2)		744,384	(2)		—
	Health benefits		1,585	(3)		—			—
	Class B Unit vesting		—			—			10,090,419	(8)
	Total		2,965,969			744,384			10,090,419
Michele Allen	Cash severance		2,000,000	(4)		—			—
	Prior year bonus		487,500	(2)		487,500	(2)		—
	Health benefits		17,445	(5)		—			—
	Class B Unit vesting		—			—			142,369	(8)
	Total		2,504,945			487,500			142,369
Stacy Peterson	Cash severance		700,000	(6)		—			—
	Prior year bonus		525,000	(2)		525,000	(2)		—
	Health benefits		17,445	(5)		—			—
	Class B Unit vesting		—			—			854,215	(8)
	Total		1,242,445			525,000			854,215
Scott G. McLester	Cash severance		450,000	(6)		—			—
	Prior year bonus		32,548	(2)		32,548	(2)		—
	Health benefits		21,585	(5)		—			—
	Class B Unit vesting		—			—			99,658	(8)
	Total		504,133			32,548			99,658
Betsy J. Mercado	Cash severance		450,000	(6)		—			—
	Prior year bonus		242,045	(2)		242,045	(2)		—
	Health benefits		6,760	(5)		—			—
	Class B Unit vesting		—			—			597,951	(8)
	Total		698,805			242,045			597,951
Walter C. Tombs	Cash severance		505,769	(7)		—			—
	Class B Unit vesting		—			—			2,616,034	(8)
	Total		505,769			—			2,616,034

(1)

Amount reported for Mr. Morrison represents a cash severance payment consisting of 24 months of base salary.

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(2)

Amounts reported reflect fiscal year 2025 annual bonus for each of Mr. Morrison, Ms. Allen, Ms. Peterson, Mr. McLester and Ms. Mercado, which, in each case, was their respective guaranteed first year bonus amount provided for in their respective employment agreements.

(3)

Reflects the cost of providing Mr. Morrison with continued medical, dental and vision insurance under COBRA for a period of 18 months.

(4)

Amount reported for Ms. Allen represents a cash severance payment consisting of (i) 12 months of base salary, (ii) an amount equal to Ms. Allen’s target annual bonus and (iii) the annual bonus payable for the performance period in which the termination date occurs, based on actual performance. The amount reported in respect of the annual bonus payable for the performance period in which the termination date occurs assumes target performance level is achieved for all performance metrics.

(5)

Reflects the cost of providing the Named Executive Officer with continued medical, dental and vision insurance under COBRA for a period of 12 months.

(6)

Amount reported reflects a cash severance payment consisting of 12 months of the Named Executive Officer’s base salary.

(7)

Amount reported for Mr. Tombs represents a cash severance payment consisting of six months of Mr. Tombs’ base salary, which Mr. Tombs is entitled to pursuant to the Tombs employment agreement in the event of the non-renewal of the agreement by the Company.

(8)

Amounts reported reflect full accelerated vesting of the Time-Vested Units. The amounts reported for the Time-Vested Units are based upon the appreciation in the value of our business from and after the date of grant through December 28, 2025 as determined by the board of Jersey Mike’s Holdings. The value of our business had not appreciated to a level that would have created value in the Performance-Vesting Units as of our most recent valuation prior to December 28, 2025. Therefore, we believe the market value of the Performance-Vesting Units was zero on that date. For additional details regarding the treatment of the Class B Units upon a change in control, see “—Equity Awards” above.

Director Compensation

Directors who are employed by us and directors who are affiliated with our Sponsor are not compensated by us for their services as directors. Independent non-employee directors who are not affiliated with our Sponsor are currently entitled to compensation consisting of:

•

Annual cash retainer of $250,000 in the case of Mr. Travis and $125,000 in the case of Ms. Miller and Ms. Horowitz; and

•

Initial equity award of Class B Units.

Like the Class B Units granted to our Named Executive Officers, the Class B Units granted to our directors consist of a time-vesting portion (one-third of the Class B Units granted), and a performance-vesting portion (two-thirds of the Class B Units granted, of which one third are Tranche I Performance-Vesting Units, Tranche II Performance-Vesting Units and Tranche III Performance-Vesting Units). For a description of the vesting terms of the Class B Units granted to our directors, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.”

During fiscal year 2025, Charles Morrison (our Chief Executive Officer) served as a member of the board of Jersey Mike’s Holdings, and Peter Cancro (our former Chief Executive Officer) continued to serve as member of the board of Jersey Mike’s Holdings following the date of his resignation as Chief Executive Officer. Compensation earned by Mr. Cancro during fiscal year 2025 in respect of his services on the board is disclosed in the Summary Compensation Table above. Mr. Morrison did not receive any additional compensation or benefits in respect of his services as director.

We anticipate that we will review our director compensation program in connection with this offering and make such changes as we determine are necessary or appropriate for our status as a public company.

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of Mr. Travis and Mses. Horowitz and Miller for services rendered to us as directors during the last fiscal year.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
Nigel Travis	$	250,000	$	1,083,333		—		—	$	14,976	$	1,333,333
Cheryl S. Miller	$	125,000	$	114,000		—		—		—	$	239,000
Fran Horowitz	$	125,000	$	95,000		—		—		—	$	220,000

(1)

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not considered probable as the grant date, and accordingly, no fair value is included in the table for these awards pursuant to the SEC’s disclosure rules. As of December 28, 2025, the aggregate number of Class B Units held by each of our non-employee directors was as follows: Mr. Travis, 5,000,000 Class B Units; Ms. Miller, 600,000 Class B Units; and Ms. Horowitz, 500,000 Class B Units.

Compensation Arrangements to be Adopted in Connection with this Offering

Omnibus Incentive Plan

In connection with this offering, our board of directors expects to adopt, and we expect our stockholders to approve, the Jersey Mike’s Subs Inc. 2026 Omnibus Incentive Plan, which we refer to as the omnibus incentive plan, prior to the completion of the offering. The term “board of directors” as used in this “Omnibus Incentive Plan” section refers to the board of directors of Jersey Mike’s Subs Inc.

Purpose. The purpose of our Omnibus Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our shares of Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Eligibility. Eligible participants are any (i) individual employed by the Company or any of its subsidiaries, provided that no employee covered by a collective bargaining agreement will be eligible to receive awards under our Omnibus Incentive Plan unless and to the extent such eligibility is set forth in a collective bargaining agreement or in an agreement or instrument related thereto; (ii) director or officer of the Company or any of its subsidiaries; or (iii) a consultant or advisor to Jersey Mike’s Holdings or any of its subsidiaries, or any other person, in each case, who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act who, in the case of each of clauses (i) through (iii) above, has entered into an award agreement or who has received written notification from the Committee (as defined herein) or its designee that they have been selected to participate in our Omnibus Incentive Plan.

Administration. Our Omnibus Incentive Plan will be administered by the compensation committee of our board of directors, or such other committee of our board of directors to which it has properly delegated power, or if no such committee or subcommittee exists, our board of directors (such administering body referred to herein, for purposes of this description of the Omnibus Incentive Plan, as the “Committee”). Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or interdealer quotation system on which our securities are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of our Omnibus Incentive Plan. The Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares of our Class A common stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be settled in, or exercised for, cash, shares of our Class A common stock, or Common Units, as applicable, other securities, other awards, or other property, or canceled, forfeited, or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of our Class A common stock, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in our Omnibus Incentive Plan and any instrument or agreement relating to, or award granted under, our Omnibus Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee may deem appropriate for the proper administration of our Omnibus Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of our Omnibus Incentive Plan. Unless otherwise expressly provided in our Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to our Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to our Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time, and are final, conclusive, and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award, and any of our stockholders.

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Awards Subject to our Omnibus Incentive Plan. Our Omnibus Incentive Plan provides that the total number of shares of our Class A common stock or Common Units (collectively, “Interests”) that may be issued under our Omnibus Incentive Plan is equal to no more than shares of our Class A common stock (excluding shares of Class A common stock received by, or to be received by, participants in connection with the exchange for, conversion into, redemption of, or substitution for Common Units or for such other equity or equity-based awards issued by Jersey Mike’s Holdings (or a predecessor or affiliate thereof) and exchangeable for, convertible into or redeemable or substitutable for, shares of Class A common stock), or the “Absolute Share Limit”; provided, however, that the Absolute Share Limit shall be increased on the first day of each fiscal year beginning with the 2027 fiscal year in an amount equal to the least of (x) Interests, (y) % of the total number of Interests outstanding on the last day of the immediately preceding fiscal year, and (z) a lower number of Interests as determined by our board of directors. Of this amount, the maximum number of Interests for which incentive stock options may be granted is ; and during a single fiscal year, each non-employee director shall be granted a number of Interests subject to awards, taken together with any cash fees paid to such non-employee director during the fiscal year, equal to a total value of $ or such lower amount as determined by our board of directors. Unless otherwise determined by the Committee, shares of our Class A common stock delivered by us or our affiliates upon exchange of Common Units or other equity securities of any of our subsidiaries that have been issued under our Omnibus Incentive Plan shall be issued under our Omnibus Incentive Plan. Except for “Substitute Awards” (as described below), to the extent that an award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without issuance to the participant of the full number of Interests to which the award related, the unissued shares will again be available for grant under our Omnibus Incentive Plan. Shares of our Class A common stock withheld in payment of the exercise price, or taxes relating to an award, and shares equal to the number of shares surrendered in payment of any exercise price, or taxes relating to an award, shall be deemed to constitute shares not issued; provided, however, that such shares shall not become available for issuance if either: (i) the applicable shares are withheld or surrendered following the termination of our Omnibus Incentive Plan or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of our Omnibus Incentive Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which our Class A common stock is listed. No award may be granted under our Omnibus Incentive Plan after the tenth anniversary of the Effective Date (as defined in our Omnibus Incentive Plan), but awards granted before then may extend beyond that date. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine, or Substitute Awards, and such Substitute Awards will not be counted against the Absolute Share Limit, except that Substitute Awards intended to qualify as incentive stock options will count against the limit on incentive stock options described above.

Grants. All awards granted under our Omnibus Incentive Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment of Performance Conditions. As used herein, “Performance Conditions” means specific levels of performance of the Company (and/or one or more members of its subsidiaries, divisions, or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be, but are not required to be, measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position, or book value; (xxvii) strategic objectives; or (xxviii) any combination of the foregoing. Any one or more of the

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aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more of the Company or its subsidiaries as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more of its subsidiaries, or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

Options. Under our Omnibus Incentive Plan, the Committee may grant non-qualified stock options and incentive stock options with terms and conditions determined by the Committee that are not inconsistent with our Omnibus Incentive Plan; provided, that all stock options granted under our Omnibus Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our shares of Class A common stock in respect of such stock options on the date such stock options are granted (other than in the case of options that are Substitute Awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as incentive stock options, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under our Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of our shares of Class A common stock is prohibited by our insider trading policy (or “blackout period” imposed by us), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares of our Class A common stock as to which a stock option is exercised may be paid to us, to the extent permitted by law (i) in cash, check, cash equivalent, and/or shares of our Class A common stock valued at the fair market value at the time the option is exercised; provided, that such shares of our Class A common stock are not subject to any pledge or other security interest and have been held by the participant for at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP) or (ii) by such other method as the Committee may permit in its sole discretion, including, without limitation: (a) in other property having a fair market value on the date of exercise equal to the exercise price, (b) if there is a public market for the shares of our Class A common stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which we are delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of our Class A common stock otherwise issuable upon the exercise of the option and to deliver promptly to us an amount equal to the exercise price or (c) a “net exercise” procedure effected by withholding the minimum number of shares of our Class A common stock otherwise issuable in respect of an option that is needed to pay the exercise price. Any fractional shares of our Class A common stock shall be settled in cash.

Stock Appreciation Rights. The Committee may grant stock appreciation rights (“SARs”) under our Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our Omnibus Incentive Plan. The Committee may also award SARs independent of any option. Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares of our Class A common stock, or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (a) the fair market value on the exercise date of one share of our Class A common stock over (b) the strike price per share of our Class A common stock covered by the SAR, times (ii) the number of shares of our Class A common stock covered by the SAR, less any taxes required to be withheld. The strike price per share of our Class A common stock covered by a SAR will be determined by the Committee at the time of grant but in no event may such amount be less than 100% of the fair market value of a share of our Class A common stock on the date the SAR is granted (other than in the case of SARs granted in substitution of previously granted awards).

Restricted Stock and Restricted Stock Units. The Committee may grant restricted shares of Class A common stock or restricted stock units (“RSUs”). RSUs represent the right to receive, upon vesting and the expiration of any applicable restricted period, one share of our Class A common stock for each RSU, or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our Class A common stock, subject to the other provisions of our Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of our Class A common stock, including, without limitation, the right to vote such restricted shares of our Class A common stock.

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Common Units. The Committee may issue awards in the form of Common Units or other classes of limited liability company units in Jersey Mike’s Holdings established pursuant to Jersey Mike’s Holdings limited liability company agreement. Common Unit awards will be valued by reference to, or otherwise determined by reference to or based on, our shares of Class A common stock. Common Unit awards may be (i) convertible, exchangeable, or redeemable for other limited partnership interests in Jersey Mike’s Holdings or our shares of Class A common stock or (ii) valued by reference to the book value, fair value, or performance of Jersey Mike’s Holdings. For purposes of calculating the number of our shares of Class A common stock in respect of Common Unit awards relative to the total number of our shares of Class A common stock available for issuance under our Omnibus Incentive Plan, the Committee will establish, in good faith, the maximum number of our shares of Class A common stock to which a participant receiving a Common Unit award may be entitled upon fulfillment of all applicable conditions set forth in the relevant award documentation, including vesting conditions, capital account allocations, value accretion factors, conversion ratios, exchange ratios, and other similar criteria. If and when any such conditions are no longer capable of being met, in whole or in part, the number of our shares of Class A common stock in respect of such Common Unit award will be reduced accordingly by the Committee, and the number of our shares Class A common stock available under our Omnibus Incentive Plan will be increased by one share for each share so reduced. The Committee will determine all other terms of Common Unit awards.

Other Equity-Based Awards and Other Cash-Based Awards. The Committee may grant other equity-based or other cash-based awards under our Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our Omnibus Incentive Plan.

Effect of Certain Events on Our Omnibus Incentive Plan and Awards. In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of our Class A common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of shares of our Class A common stock, Common Units, or other securities, issuance of warrants or other rights to acquire shares of our Class A common stock or other securities, or other similar corporate transaction or event that affects the shares of our Class A common stock (including a “Change in Control,” as defined in our Omnibus Incentive Plan); or (ii) unusual or non-recurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under our Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (b) the number of our Interests or other securities (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under our Omnibus Incentive Plan or any sub-plan; and (c) the terms of any outstanding award, including, without limitation, (x) the number of Interests or other securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring,” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)) the Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. In connection with any Adjustment Event, the Committee may, in its sole discretion, provide for any one or more of the following: (i) substitution or assumption of awards, acceleration of the exercisability of, lapse of restrictions on, or termination of, awards or a period of time for participants to exercise outstanding awards prior to the occurrence of such event (and any such award not so exercised will terminate upon the occurrence of such event); and (ii) subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including, without limitation, any awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee in connection with such event) the value of such awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of our Class A common stock received or to be received by other holders of our shares of Class A common stock in such event), including, without limitation, in the case of stock options and SARs, a cash payment equal to the excess, if any, of the fair market value of the shares of our Class A common stock subject to the option or SAR over the aggregate exercise price or strike price thereof, or, in the case of restricted stock, RSUs, or other equity-based awards that are not vested as of such cancellation, a cash payment or equity subject to deferred vesting and delivery

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consistent with the vesting restrictions applicable to such award prior to cancellation of the underlying shares in respect thereof.

Non-transferability of Awards. No award will be permitted to be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance will be void and unenforceable against us or any of our subsidiaries. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant’s family members, any trust established solely for the benefit of a participant or such participant’s family members, any partnership or limited liability company of which a participant, or such participant and such participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Amendment and Termination. Our board of directors may amend, alter, suspend, discontinue or terminate our Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to our Omnibus Incentive Plan or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under our Omnibus Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in our Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance, or termination that would materially adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.

The Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate any award granted or the associated award agreement, prospectively or retroactively (including after a termination of employment or service); provided, that, except as otherwise permitted in our Omnibus Incentive Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would materially adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent; provided, further, that without stockholder approval, except as otherwise permitted in our Omnibus Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR; (ii) the Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents. The Committee in its sole discretion may provide as part of an award dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion. Any dividends payable in respect of restricted stock awards that remain subject to vesting conditions shall be retained by the Company and delivered to the participant within 15 days following the date on which such restrictions on such restricted stock awards lapse and, if such restricted stock is forfeited, the participant shall have no right to such dividends. Dividends attributable to RSUs shall be distributed to the participant in cash or, in the sole discretion of the Committee, in shares of our Class A common stock having a fair market value equal to the amount of such dividends, upon the settlement of the RSUs and, if such RSUs are forfeited, the participant shall have no right to such dividends.

Clawback/Repayment. All awards are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with (i) any clawback, forfeiture, or other similar policy adopted by our board of directors or the Committee and as in effect from time to time and (ii) applicable law. To the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations, or other administrative error), the participant will be required to repay us any such excess amount.

Detrimental Activity. If a participant has engaged in any detrimental activity, as defined in our Omnibus Incentive Plan, as determined by the Committee, the Committee may, in its sole discretion, provide for one or more

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of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and repayment to us on any gain realized on the vesting, exercise, or settlement of any awards previously granted to such participant.

Employee Stock Purchase Plan

Purpose. In connection with this offering, our board of directors expects to adopt, and we expect our stockholders to approve, the Jersey Mike’s Subs Inc. 2026 Employee Stock Purchase Plan, which we refer to as the ESPP, prior to the completion of the offering. The ESPP is intended to give eligible employees an opportunity to acquire shares of our common stock and promote our best interests and enhance our long-term performance. The term “board of directors” as used in this “Employee Stock Purchase Plan” section refers to the board of directors of Jersey Mike’s Subs Inc.

Under the ESPP, we may authorize offerings that qualify as being under an “employee stock purchase plan” under Section 423 of the Code. We may also authorize offerings under the ESPP that are not intended to comply with the requirements of Section 423 of the Code, which may, but are not required to, be made pursuant to any rules, procedures or sub-plans adopted by the compensation committee of our board of directors for such purpose.

Shares Reserved for the ESPP. The aggregate number of shares of our Class A common stock that may be issued under the ESPP may not exceed shares of our Class A common stock, subject to adjustment in accordance with the terms of the ESPP. Notwithstanding the foregoing, the share reserve of the ESPP shall automatically be increased on the first day of each fiscal year following the fiscal year in which the effective date of the ESPP occurred by a number of shares of our common stock equal to the least of (x) shares of our Class A common stock and (y) % of the total number of shares of our Class A common stock outstanding on the last day of the immediately preceding fiscal year, and (z) a lower number of shares of our Class A common stock as determined by our board of directors. If a purchase right expires or is terminated, surrendered or canceled without being exercised, in whole or in part, the number of shares subject to the purchase right will again be available for issuance and will not reduce the aggregate number of shares available under the ESPP.

Administration. The ESPP will be administered by the compensation committee of our board of directors unless the board of directors elects to administer the ESPP. The compensation committee may appoint one or more agents to assist in the administration of the ESPP and may delegate certain responsibilities or powers subject to ESPP terms and applicable law. Subject to ESPP terms and applicable law, the compensation committee will have full and final authority to take any action with respect to the ESPP, including, without limitation, the authority to: (a) establish, amend and rescind rules and regulations for administration of the ESPP; (b) prescribe the form(s) of any agreements or other instruments used in connection with the ESPP; (c) determine the terms and provisions of the purchase rights granted under the ESPP; (d) determine eligibility and adjudicate all disputed claims filed under the ESPP; and (e) construe and interpret the ESPP, purchase rights, the rules and regulations, and the agreements or other written instruments, and to make all other determinations deemed necessary or advisable for the administration of the ESPP. The compensation committee may also adopt sub-plans relating to the operation and administration of the ESPP to accommodate the specific requirements of local laws and procedures for jurisdictions outside the United States, the terms of which sub-plans may take precedence over the terms of the ESPP, to the extent provided in the ESPP. To the extent inconsistent with the requirements of Section 423 of the Code, purchase rights offered under any such sub-plan will not be required by the terms of the ESPP to comply with Section 423 of the Code.

Effective Date. The ESPP will become effective on or about the date of this offering. However, no offering periods will commence under the ESPP until such time and subject to such terms and conditions as may be determined by the compensation committee of our board of directors. The term of the ESPP will continue until terminated by our board of directors or until the date on which all shares available for issuance under the ESPP have been issued.

Eligible Participants. Subject to the compensation committee’s ability to exclude certain groups of employees on a uniform and nondiscriminatory basis, including Section 16 officers, generally, all of our employees will be eligible to participate in the ESPP if they are employed by us or by a designated company (as defined below) except for (a) any employee who has been employed for less than 90 days, (b) any employee whose customary employment is less than 20 hours per week or (c) any employee whose customary employment is for not more than five months in any calendar year; provided that the compensation committee may determine prior to any purchase

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period start date that employees outside of the United States who are participating in a separate offering will be “eligible employees” even if they do not meet the requirements of (b) or (c) above if and to the extent required by applicable law. No employee will be eligible to participate if, immediately after the purchase right grant, the employee would own stock (including any stock the employee may purchase under outstanding purchase rights) representing 5% or more of the total combined voting power or value of our common stock. A “designated company” is any subsidiary or affiliate of Jersey Mike’s Subs Inc. whether now existing or existing in the future, that has been designated by the compensation committee from time to time in its sole discretion as eligible to participate in the ESPP. The compensation committee may designate subsidiaries or affiliates of Jersey Mike’s Subs Inc. as designated companies in an offering that does not satisfy the requirements of Section 423 of the Code. For offerings that, when taken together with the ESPP, comply with Section 423 of the Code and the regulations thereunder, only Jersey Mike’s Subs Inc. and its subsidiaries may be designated companies; provided, however, that at any given time, a subsidiary that is a designated company under a Section 423 Code-compliant offering will not be a designated company under an offering that does not comply with Section 423 of the Code.

Contributions. A participant may acquire common stock under the ESPP by authorizing the use of contributions to purchase shares of common stock. Contributions must be at a rate of not less than 1% nor more than 15% (in whole percentages only) of the participant’s total compensation (with certain exclusions as set forth in the ESPP or as otherwise determined by the compensation committee). All contributions made by a participant will be credited (without interest) to his or her account. A participant may discontinue plan participation as provided in the ESPP, but a participant may not alter the amount of his or her contributions during an offering period. However, a participant’s contribution election may be decreased to 0% at any time during an offering period to the extent necessary to comply with Section 423 of the Code or the terms of the ESPP. A participant may not make separate cash payments into his or her account except in limited circumstances when the participant is on leave of absence or unless otherwise required by applicable law. A participant may withdraw contributions credited to his or her account during an offering period at any time before the applicable purchase period end date.

Offering Periods and Purchase Price. The ESPP generally provides for two six-month offering periods, with one purchase period in each offering period. The compensation committee has the authority to change the duration of a purchase period; provided that the change is announced a reasonable period of time prior to its effective date and the purchase period is not greater than 27 months.

On the first day of an offering period, a participant will be granted a purchase right to purchase on the purchase period end date, at the applicable purchase price, the number of shares of common stock as is determined by dividing the amount of the participant’s contributions accumulated as of the last day of the purchase period by the applicable purchase price; provided that (a) no participant may purchase shares of common stock with a fair market value (as of the date of purchase right grant) in excess of $25,000 (or local equivalent) per calendar year in the case of offerings intended to comply with Section 423 of the Code; and (b) in no event will the aggregate number of shares subject to purchase rights during a purchase period exceed the number of shares then available under the ESPP or the maximum number of shares available for any single purchase period (as determined by the compensation committee from time to time).

The purchase price will be 85% (or such greater percentage as may be determined by the compensation committee prior to the start of any purchase period) of the lesser of (i) the fair market value per share of our common stock as determined on the applicable grant date of the purchase right or (ii) the fair market value per share of our common stock as determined on the applicable purchase period end date (provided that, in no event may the purchase price be less than the par value per share of our common stock). The compensation committee may determine prior to a purchase period to calculate the purchase price for such period solely by reference to the fair market value of a share on the applicable purchase period end date or applicable grant date of the purchase right, or based on the greater (rather than the lesser) of such values.

A participant’s purchase right to purchase shares of common stock during a purchase period will be exercised automatically on the purchase period end date for that purchase period unless the participant withdraws at least thirty days prior to the end of the purchase period or his or her participation is terminated. On the purchase period end date, a participant’s purchase right will be exercised to purchase that number of shares which the accumulated contributions in his or her account at that time will purchase at the applicable purchase price, but not in excess of the number of shares subject to the purchase right or other ESPP terms. Subject to the terms of the ESPP, a purchase right will

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generally terminate on the earlier of the date of the participant’s termination of employment or the last day of the applicable purchase period.

Rights as Stockholder. A participant will have no rights as a stockholder with respect to our shares that the participant has a purchase right to purchase in any offering until those shares are issued to the participant.

Rights Not Transferable. A participant’s rights under the ESPP will be exercisable only by the participant and are not transferable other than by will or the laws of descent or distribution.

Effect of a Change in Control; Adjustments. If there is any change in the outstanding shares of our common stock because of a merger, change in control (as defined in the Omnibus Incentive Plan), consolidation, recapitalization or reorganization involving Jersey Mike’s Subs Inc., or if our board of directors declares a stock dividend, stock split distributable in shares of common stock or reverse stock split, other distribution or combination or reclassification of our common stock, or if there is a similar change in the capital stock structure of Jersey Mike’s Subs Inc. affecting our common stock, then the number and type of shares of our common stock reserved for issuance under the ESPP will be correspondingly adjusted and, subject to applicable law, the compensation committee will make such adjustments to purchase rights or to any ESPP provision as the compensation committee deems equitable to prevent dilution or enlargement of purchase rights or as may otherwise be advisable. In addition, in the event of a change in control, the compensation committee’s discretion includes, but is not limited to, the authority to provide for any of, or a combination of any of, the following:

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assumption or substitution of purchase rights by a successor entity (or parent or subsidiary of such successor);

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selection of a date on which all outstanding purchase rights will be exercised on or before the consummation date of the change in control;

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termination of outstanding purchase rights and refund of accumulated contributions to each participant prior to the change in control; or

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continuation of outstanding purchase rights unchanged.

Amendment and Termination. The ESPP may be amended, altered, suspended and/or terminated at any time by our board of directors; provided, that approval of an amendment to the ESPP by our stockholders will be required to the extent, if any, that stockholder approval of such amendment is required by applicable law. The compensation committee may (subject to the provisions of Section 423 of the Code and the ESPP) amend, alter, suspend and/or terminate any purchase right granted under the ESPP, prospectively or retroactively, but (except as otherwise provided in the ESPP) such amendment, alteration, suspension or termination of a purchase right may not, without the written consent of a participant with respect to an outstanding purchase right, materially adversely affect the rights of the participant with respect to the purchase right. In addition, the compensation committee has unilateral authority to (a) subject to the provisions of Section 423 of the Code, amend the ESPP and any purchase right (without participant consent) to the extent necessary to comply with applicable law or changes in applicable law and (b) make adjustments to the terms and conditions of purchase rights in recognition of unusual or nonrecurring events affecting us or any parent or subsidiary corporation (each as defined under Section 424 of the Code), or our financial statements (or those of any parent or subsidiary corporation), or of changes in applicable law, or accounting principles, if the compensation committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of benefits intended to be made available under the ESPP or necessary or appropriate to comply with applicable accounting principles or applicable law.

Jersey Mike’s Shared Ownership Plan

Following the Sponsor Acquisition, we implemented the Jersey Mike’s Shared Ownership Plan (“SOP”). Under the terms of the SOP, certain employees are eligible for an award (the “SOP Award”) that becomes payable upon meeting both a service condition (the “SOP Service Condition”) and a liquidity event condition defined to be either a change of control or an equity sale that results in our Sponsor ceasing to own at least 50% of its original equity interests in the Company. Franchisees and their employees, employees of corporate-owned stores, and any employees who

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participate in another long-term incentive or equity incentive program are not eligible to participate in the SOP. The SOP Service Condition requires that the employee be continuously employed with the Company for at least one year (pro-rated for certain participants) prior to the liquidity event and remain employed with the Company through the payment date of the SOP Award. The ultimate SOP Award earned will be determined at the time of a liquidity event based on the return multiple that the Sponsor receives in respect of the Sponsor’s investment. The amount of a SOP Award can range from $0 up to a maximum of 200% of annual eligible compensation (measured immediately prior to the liquidity event). The Company may pay the SOP Award in cash, or at the Company’s discretion, in equity securities

Treatment of Existing Equity Interests

All Class B Units held by Continuing Incentive Unitholders, including Messrs. Morrison, and McLester and Mses. Allen, Peterson and Mercado, will be converted into Incentive Units in connection with the Reclassification, as described above in “Organizational Structure.” The Incentive Units will be subject to the same terms and conditions as applied to the Class B Units immediately prior to the Reclassification, except with respect to the waiver of certain call rights, as described in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.” In addition, subject to certain restrictions, pursuant to the terms of the amended and restated limited liability company agreement of Jersey Mike’s Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Jersey Mike’s Holdings as a function of the “spread value” of such vested Incentive Units, i.e. the amount by which the market value of a Common Unit (based on the public trading price of a share of Class A common stock) exceeds the applicable participation threshold of such Incentive Unit. The applicable participation threshold is subject to customary anti-dilution adjustments. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Jersey Mike’s Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. See “Certain Relationships and Related Person Transactions—Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement.”

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Certain Relationships and Related Person Transactions

The agreements described in this section, or forms of such agreements as they will be in effect at the time of this offering, to the extent required, are filed as exhibits to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference thereto.

Stockholders Agreement

In connection with this offering, we intend to enter into a stockholders agreement with our Sponsor that, among other things, permits our Sponsor to designate an agreed number of individuals as directors (such directors, the “Designated Directors” and each, a “Designated Director”), such that, the number of Designated Directors serving as directors of our company will be equal to: if our Sponsor and its affiliates together continue to beneficially own: (i) at least 50% of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is greater than 50% of the total number of directors comprising our board of directors; (ii) at least 40% (but less than 50%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is greater than 40% of the total number of directors comprising our board of directors; (iii) at least 30% (but less than 40%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is greater than 30% of the total number of directors comprising our board of directors; (iv) at least 20% (but less than 30%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is greater than 20% of the total number of directors comprising our board of directors; and (v) at least 5% (but less than 20%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is greater than 10% of the total number of directors comprising our board of directors. In addition, for so long as our Sponsor and its affiliates together continue to beneficially own at least 5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units, our Sponsor will have the right to appoint a non-voting observer to attend meetings of our board of directors.

In addition, the stockholders agreement will permit our Sponsor and its affiliates to assign their rights and obligations under the agreement, in whole or in part. Furthermore, the stockholders agreement requires us to cooperate with our Sponsor in connection with certain future pledges, hypothecations, grants of security interest in, or transfers (including to third party investors) of any or all of the Class A common stock or Common Units held by our Sponsor, including to banks or financial institutions as collateral or security for loans, advances or extensions of credit.

Although our Sponsor and its affiliates may be permitted to designate a certain number of individuals pursuant to the foregoing provisions, there is no requirement that our Sponsor and its affiliates designate all (or any) such individuals. Jersey Mike’s Subs Inc. has been advised by our Sponsor that at the time of the offering, our Sponsor intends to designate three directors (Mr. Staub, Mr. Kestnbaum and Mr. Rinker) to our board of directors. For so long as the stockholders agreement remains in effect, Designated Directors may be removed only with the consent of our Sponsor and/or its affiliates that designated such Designated Director. Moreover, our Sponsor and its affiliates have certain customary information rights pursuant to the stockholders agreement.

We will also agree to indemnify and hold harmless our Sponsor, its affiliates and their respective agents and representatives to the fullest extent permitted by law against certain liabilities arising out of third-party actions related to our Sponsor's or its affiliates' ownership of our securities, control or ability to influence us, or our business and operations, and to advance expenses in connection therewith, subject to limited exceptions.

Exchange Agreement

In connection with the Reorganization Transactions and Offering Transactions, we will enter into an exchange agreement (the “Exchange Agreement”) with the Continuing Unitholders pursuant to which each holder of Common Units (including Common Units issued upon conversion of vested Incentive Units) (or certain permitted transferees thereof) may (subject to the terms of the exchange agreement) exchange their Common Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each

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such Continuing Unitholder will be automatically transferred to us and cancelled and retired. Class A common stock received upon such exchanges during the applicable restricted periods described in “Shares Eligible for Future Sale—Lock-Up Agreements,” would be subject to the restrictions described in such section. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Jersey Mike’s Subs Inc. is correspondingly increased as it acquires the exchanged Common Units.

Registration Rights Agreement

In connection with the Offering Transactions, we will enter into a registration rights agreement with our Principal Stockholders, which will provide our Principal Stockholders and their respective affiliates with customary “demand” registrations and “piggyback” registration rights. The registration rights agreement also will provide that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

Sponsor Acquisition

On November 8, 2024, Jersey Mike’s Franchise Systems entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Submarine Buyer LLC (the “Buyer”), a Delaware limited liability company controlled by affiliates of our Sponsor, and certain other parties thereto. Pursuant to the Equity Purchase Agreement, Original 56ers, Inc. (formerly named Jersey Mike’s Inc.) and certain other affiliated entities holding equity interests in Jersey Mike’s Franchise Systems (“Sellers”) formed a new Delaware limited liability company, Jersey Mike’s Holdings, to indirectly hold 100% of the equity interests of Jersey Mike’s Franchise Systems (the “Transaction”). On January 16, 2025, Jersey Mike’s Franchise Systems was acquired by the Buyer as a new portfolio investment for a purchase price of $6.3 billion, which includes a 10% non-controlling interest attributable to shares retained by the Sellers and a maximum additional $250 million in cash once 4,000 Jersey Mike’s stores are operational worldwide or upon a change in control event. While initially recorded as a contingent consideration liability by the Buyer, the obligation is being transferred to Jersey Mike’s Holdings in connection with the Reorganization Transactions and Offering Transactions. See “Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet—Reorganization Transactions and Offering Transactions Adjustments.”

Tax Receivable Agreement

In connection with the Reorganization Transactions, Jersey Mike’s Subs Inc. will enter into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of % of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Jersey Mike’s Subs Inc.’s allocable share of existing tax basis in certain Jersey Mike’s Holdings’ assets acquired in this offering, (ii) increases in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and tax basis adjustments to certain tangible and intangible assets of Jersey Mike’s Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering, (iii) Jersey Mike’s Subs Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies, which Jersey Mike’s Subs Inc. acquires in connection with this offering, and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) by Continuing Unitholders to Jersey Mike’s Subs Inc. are expected to result in increases in the tax basis of the assets of Jersey Mike’s Holdings. The existing tax basis, increases in existing tax basis, and the tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions available to Jersey Mike’s Subs Inc. and, therefore, may reduce the amount of U.S. federal, state, and local tax that Jersey Mike’s Subs Inc. would otherwise be required to pay in the future. It is possible that the IRS may challenge all or part of the validity of such tax basis or other tax attributes covered by the tax receivable agreement, and a court could sustain such a challenge. Jersey Mike’s Subs Inc.’s allocable share of existing tax basis acquired in this offering and the increase in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and the anticipated tax basis adjustments upon purchases or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. Actual tax benefits realized by Jersey Mike’s Subs Inc. may differ from tax benefits

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calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the tax receivable agreement is an obligation of Jersey Mike’s Subs Inc. and not of Jersey Mike’s Holdings. For purposes of the tax receivable agreement, the cash tax benefits will be generally computed by comparing the actual income tax liability of Jersey Mike’s Subs Inc. to the amount of such taxes that Jersey Mike’s Subs Inc. would have been required to pay had it not had use of the tax attributes covered by the tax receivable agreement. The actual and hypothetical tax liabilities determined in the tax receivable agreement will be calculated using the actual U.S. federal income tax rate in effect for the applicable period and an assumed weighted-average state and local income tax rate based on apportionment factors for the applicable period (along with the use of certain other assumptions). The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless Jersey Mike’s Subs Inc. exercises its right to terminate the tax receivable agreement early, certain changes of control occur (as described in more detail below), upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement, or upon certain events of insolvency, in which case all obligations generally will be accelerated and due as if Jersey Mike’s Subs Inc. had exercised its right to terminate the tax receivable agreement. The payment to be made upon an early termination of the tax receivable agreement will generally equal the present value of payments to be made under the tax receivable agreement using certain assumptions. Payments under the tax receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The increase in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and the anticipated tax basis adjustments upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including:

•

the timing of purchases or exchanges—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of Jersey Mike’s Holdings at the time of each purchase or exchange. In addition, the increase in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis acquired upon the future exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock will vary depending on the amount of remaining existing tax basis at the time of such purchase or exchange;

•

the price of shares of Class A common stock at the time of the purchase or exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of Jersey Mike’s Holdings, is directly proportional to the price of shares of Class A common stock at the time of the purchase or exchange;

•

the extent to which such purchases or exchanges do not result in a basis adjustment—if a purchase or an exchange does not result in an increase to existing basis, increased deductions will not be available;

•

the amount of tax attributes—the amount of applicable tax attributes of the Blocker Companies at the time of the Blocker Transfers will impact the amount and timing of payments under the tax receivable agreement;

•

changes in tax rates—payments under the tax receivable agreement will be calculated using the actual U.S. federal income tax rate in effect for the applicable period and an assumed weighted-average state and local income tax rate, so changes in the tax rates will impact the magnitude of cash tax benefits covered by the tax receivable agreement and the amount of payments under the tax receivable agreement; and

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•

the amount and timing of our income—Jersey Mike’s Subs Inc. is obligated to pay % of the cash tax benefits under the tax receivable agreement as and when realized. If Jersey Mike’s Subs Inc. does not have taxable income (calculated before the impact of tax attributes subject to the tax receivable agreement), Jersey Mike’s Subs Inc. is generally not required (absent a change of control or certain circumstances requiring an early termination payment by Jersey Mike’s Subs Inc.) to make payments under the tax receivable agreement for a taxable year in which it does not have such taxable income, because no cash tax benefits will have been realized. However, any tax attributes that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in cash tax benefits that will result in payments under the tax receivable agreement.

We expect that as a result of the size of Jersey Mike’s Subs Inc.’s allocable share of existing tax basis acquired in this offering (including such existing tax basis acquired from the Blocker Companies pursuant to the Blocker Transfers), the increase in Jersey Mike’s Subs Inc.’s allocable share of existing tax basis and the anticipated tax basis adjustment to certain tangible and intangible assets of Jersey Mike’s Holdings upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after this offering and our possible utilization of certain tax attributes (including any existing tax basis), the payments that we may make under the tax receivable agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual cash tax benefits that Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement and/or if distributions to Jersey Mike’s Subs Inc. by Jersey Mike’s Holdings are not sufficient to permit Jersey Mike’s Subs Inc. to make payments under the tax receivable agreement after it has paid taxes and other expenses. Late payments under the tax receivable agreement generally will accrue interest at an uncapped rate equal to one year SOFR plus basis points. The payments under the tax receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners.

In addition, Jersey Mike’s Subs Inc. may elect to terminate the tax receivable agreement early by making an immediate payment to the parties to the tax receivable agreement equal to the present value of all anticipated future cash tax benefits with respect to all Common Units. In determining such anticipated future cash tax benefits, the tax receivable agreement includes several assumptions, including that (i) any Common Units (including Common Units issued or that would have been issued upon conversion of vested Incentive Units) that have not been exchanged are deemed exchanged for the market value of the shares of Class A common stock at the time of termination, (ii) Jersey Mike’s Subs Inc. will have sufficient taxable income in each future taxable year to fully realize all potential tax benefits, (iii) Jersey Mike’s Subs Inc. will have sufficient taxable income to fully utilize any remaining net operating losses subject to the tax receivable agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the five-year period after the early termination or change in control, (iv) the tax rates for future years will be those specified in the law as in effect at the time of termination and (v) certain non-amortizable assets are deemed disposed of within specified time periods. In addition, the present value of such anticipated future cash tax benefits are discounted at a rate equal to the lesser of (i) per annum and (ii) one year SOFR (or its successor rate) plus basis points. Assuming that the market value of a share of Class A common stock were to be equal to the initial public offering price per share of Class A common stock in this offering and that one year SOFR were to be %, we estimate that the aggregate amount of these termination payments would be approximately $ million if Jersey Mike’s Subs Inc. were to exercise its termination right immediately following this offering.

Furthermore, in the event of certain changes of control, upon a breach by Jersey Mike’s Subs Inc. of a material obligation under the tax receivable agreement or upon certain events of insolvency, the obligations of Jersey Mike’s Subs Inc. would be automatically accelerated and be immediately due and payable, and Jersey Mike’s Subs Inc. would be required to make an immediate payment equal to the present value of the anticipated future cash tax benefit with respect to all Common Units, calculated based on the valuation assumptions described above. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity. As a result, Jersey Mike’s Subs Inc. could be required to make payments under the tax receivable agreement that are greater than the specified percentage of the actual cash tax benefits that Jersey Mike’s Subs Inc. realizes in respect of the tax attributes subject to the tax receivable agreement or that are prior to the actual realization, if any, of such future tax benefits. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity. Changes in law or changes in tax rates following the date of acceleration may also result in payments being made in excess of the future tax benefits, if any.

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Decisions made by our pre-IPO owners in the course of running our business may influence the timing and amount of payments that are received by an exchanging or selling existing owner under the tax receivable agreement. For example, the earlier disposition of assets following an exchange generally will accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange will increase an existing owner’s tax liability without giving rise to any rights of an existing owner to receive payments under the tax receivable agreement.

Payments under the tax receivable agreement will be based on complex tax reporting positions that we will determine. Jersey Mike’s Subs Inc. will not be reimbursed for any payments previously made under the tax receivable agreement if Jersey Mike’s Subs Inc.’s tax attributes subject to the tax receivable agreement are successfully challenged by the IRS, although such amounts may reduce our future obligations, if any, under the tax receivable agreement. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the Jersey Mike’s Subs Inc.’s cash tax benefits.

Jersey Mike’s Holdings Amended and Restated Limited Liability Company Agreement

As a result of the Reorganization Transactions and Offering Transactions, Jersey Mike’s Subs Inc. will directly or indirectly hold Common Units in Jersey Mike’s Holdings and will be the managing member of Jersey Mike’s Holdings. Accordingly, Jersey Mike’s Subs Inc. will operate and control all of the business and affairs of Jersey Mike’s Holdings, and, through Jersey Mike’s Holdings and its operating entity subsidiaries, conduct our business.

Pursuant to the amended and restated limited liability company agreement of Jersey Mike’s Holdings as it will be in effect at the time of this offering, Jersey Mike’s Subs Inc. has the right to determine when distributions will be made to holders of Common Units and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata, in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited liability company agreement of Jersey Mike’s Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units.

The Continuing Unitholders (including Jersey Mike’s Subs Inc.) will incur U.S. federal, state, and local income taxes on their allocable share of any taxable income of Jersey Mike’s Holdings. Net profits and net losses of Jersey Mike’s Holdings will generally be allocated to its holders (including Jersey Mike’s Subs Inc.) pro rata, in accordance with the percentages of their respective Common Units held, except as otherwise required by law. The amended and restated limited liability company agreement of Jersey Mike’s Holdings will provide for cash distributions, which we refer to as “tax distributions,” to the holders of the Common Units if Jersey Mike’s Subs Inc., as the managing member of Jersey Mike’s Holdings, determines that a holder, by reason of holding Common Units, incurs an income tax liability. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Jersey Mike’s Holdings allocated to the holder of Common Units that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state, and local income tax rate prescribed for an individual or corporation residing in New York, New York, whichever is higher. Tax distributions will be pro rata as among the Common Units.

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The amended and restated limited liability company agreement of Jersey Mike’s Holdings will also provide that expenses incurred by or attributable to Jersey Mike’s Subs Inc. (such as expenses incurred in connection with this offering), but not including income tax expenses of Jersey Mike’s Subs Inc. and obligations incurred under the tax receivable agreement by Jersey Mike’s Subs Inc., will generally be borne by Jersey Mike’s Holdings.

Transition Services Agreement

In connection with the closing of the Sponsor Acquisition, our Founder and Jersey Mike’s Franchise Systems entered into a Transition Services Agreement pursuant to which Jersey Mike’s Franchise Systems provides our Founder with various specified services on a transitional basis at cost. There has been no such services performed and, therefore, there were no payments made or expected to be paid by our Founder under this agreement, which expired on January 16, 2026.

Services and Information Agreements

In connection with the closing of the Sponsor Acquisition, Jersey Mike’s Holdings and Jersey Mike’s Franchise Systems entered into an administrative services agreement (the “Administrative Services Agreement”) with Blackstone Management Partners L.L.C. and Blackstone Private Investments Advisors L.L.C. (collectively, “BX Management”) and an investor information agreement (together with the Administrative Services Agreement, the “Services and Information Agreements”) with Blackstone Capital Partners IX L.P. and Blackstone Private Equity Strategies Fund L.P. (collectively, “BX Funds”). Under the Services and Information Agreements, Jersey Mike’s Holdings pays or reimburses BX Management, BX Funds and their affiliates for out-of-pocket costs and expenses incurred on behalf of or in connection with the monitoring and evaluation of the operations of Jersey Mike’s Holdings. Jersey Mike’s Holdings also indemnifies each of BX Management and certain of its related persons against, among other things, losses and liabilities incurred in connection with or as a result of the services provided to Jersey Mike’s Holdings or its affiliates pursuant to the Administrative Services Agreement.

We made an approximately $2 million payment pursuant to the Services and Information Agreements to BX Management and BX Funds in the thirteen weeks ended March 29, 2026 related to the reimbursement of recruiting and other costs. No payments were made in the year ended December 28, 2025. The Services and Information Agreements will continue in effect following this offering.

Management Co-Investment

We have entered into unit subscription agreements (“Unit Subscription Agreement”) with certain of our executive officers and members of our board pursuant to which such individuals purchased Class A-2 Units of the Aggregator. The Aggregator in turn purchased the same amount of Class A-2 Units of Jersey Mike’s Holdings at the same price per unit. The following purchases were made pursuant to these Unit Subscription Agreements: On June 13, 2025, Charles R. Morrison, our Chief Executive Officer, purchased Class A-2 Units of the Aggregator at a price of $1.00 per unit for an aggregate investment of $1,000,000; on June 13, 2025, an entity affiliated with Nigel Travis, the Chairman of our board, purchased Class A-2 Units of the Aggregator at a price of $1.00 per unit for an aggregate investment of $1,000,000; on July 14, 2025, Walter C. Tombs, our former Chief Financial Officer, purchased Class A-2 Units of the Aggregator at a price of $1.00 per unit for an aggregate investment of $1,000,000; on September 25, 2025, Fran Horowitz, a member of our board, purchased Class A-2 Units of the Aggregator at a price of $1.19 per unit for an aggregate investment of $595,000; on October 19, 2025, Cheryl S. Miller, a member of our board, purchased Class A-2 Units of the Aggregator at a price of $1.19 per unit for an aggregate investment of $750,000; and on February 24, 2026, Michele Allen, our Chief Financial Officer, purchased Class A-2 Units of the Aggregator at a price of $1.31 per unit for an aggregate investment of $500,000.

Franchise Owner Relationships

Certain entities that own and operate stores are controlled by related persons and/or members of their immediate families or affiliated entities, including Peter Cancro, our Founder and a member of our board, and Walter C. Tombs, our former Chief Financial Officer. These related persons operate stores under franchise agreements on terms that are generally consistent with those offered to other franchise owners. Royalty revenues earned from these related persons franchise agreements represented less than 1% for the thirteen weeks ended March 29, 2026, approximately 1% of

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total revenue for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and less than 2% of total revenue for each of the years ended December 31, 2024 and 2023.

In addition, on December 31, 2025, we entered into a master franchise and operating agreement with the Master Franchisee, an entity controlled by Peter Cancro, our Founder and a member of our board, pursuant to which we granted the Master Franchisee the right to develop, own, operate and subfranchise a minimum of 300 stores in the United Kingdom and Ireland over a ten-year development term (subject to extensions in accordance with the agreement). The Master Franchisee is obligated to comply with a development schedule that specifies the timeline for opening such stores over the initial period of the agreement. The agreement generally reflects terms and conditions comparable to those we enter into with third parties, as described in “Business—‘A Sub Above’—Charting Our Competitive Advantages—Description of Area Development and Franchise Agreements.” Given our Founder’s track record of successful store development and significant investment and execution required to enter our first meaningfully distinct international market outside North America, the agreement includes certain negotiated terms that differ from our standard terms, including with respect to royalties and other payments. We do not expect the impact of these negotiated terms to be material to our results of operations or financial condition over the term of the agreement. We did not receive any payments pursuant to this franchise agreement in the thirteen weeks ended March 29, 2026 and year ended December 28, 2025.

On January 23, 2026, we acquired ten franchised stores for aggregate consideration of $23 million pursuant to an asset purchase agreement by and between Robert Cancro, the son of Peter Cancro, our Founder and a member of our board, and Jersey Mike’s Franchise Systems (the “Asset Purchase Agreement”). The Asset Purchase Agreement was entered into on terms generally consistent with those offered to other franchise owners in comparable transactions. In connection with our acquisition of the Manasquan store per the Asset Purchase Agreement, we assumed the lease for the store premises from TL Squan LLC, an entity of which Robert Cancro is the managing member. The landlord under the assumed lease is an entity controlled by Robert Cancro. See “—Other Transactions” for additional information.

Employment Relationships

Prior to the Sponsor Acquisition, certain family members of Peter Cancro, our Founder and a member of our board, were employed by the Company in various roles and received compensation in excess of $120,000 from the Company as follows for the years ended December 28, 2025 and December 31, 2024 and 2023: John Cancro, Mr. Cancro’s brother, received total compensation of approximately $20,019,231, $519,231 and $500,000, respectively; Paul J. Cancro, Mr. Cancro’s son, received total compensation of approximately $8,001, $216,022 and $208,023, respectively; Robert Cancro, Mr. Cancro’s son, received total compensation of approximately $38,462, $1,038,462 and $1,000,000, respectively; Tatiana Cancro, Mr. Cancro’s wife, received total compensation of approximately $11,538, $311,539 and $300,000, respectively; Caroline Jones, Mr. Cancro’s daughter, received total compensation of approximately $38,462, $1,038,462 and $1,000,000, respectively; Alexandra Powers, Mr. Cancro’s sister-in-law, received total compensation of approximately $0, $1,165,437 and $0; Daniel Powers, Mr. Cancro’s brother-in-law, received total compensation of approximately $30,213,462, $1,793,952 and $0; John Tesauro Jr., Mr. Cancro’s brother-in-law, received total compensation of approximately $0, $0 and $2,429,628, respectively; and Phillip Sivolobov, Mr. Cancro’s stepson, received total compensation of approximately $50,011,538, $311,539 and $276,923, respectively. None of these individuals received any compensation from the Company in the thirteen weeks ended March 29, 2026.

Corporate Aircraft

In connection with the Sponsor Acquisition, an aircraft was transferred to an entity controlled by Peter Cancro, our Founder and a member of our board, for approximately $41 million. Concurrently with such purchase, we entered into an amended employment agreement with Mr. Cancro, dated January 15, 2025, pursuant to which we provided Mr. Cancro an additional fixed amount of $166,666.66 per month in light of the business expenses incurred by Mr. Cancro related to air transportation to travel from time to time for business purposes. In connection with Mr. Cancro’s resignation on April 28, 2025, Mr. Cancro is no longer entitled to receive these payments. For the year ended December 28, 2025, approximately $2 million was paid to our Founder related to this agreement.

Directed Share Program

At our request, the underwriters have reserved for sale at the initial public offering price up to % of the

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Class A common stock being offered for sale, to our directors, officers, employees, business associates and related persons. We will offer those shares to the extent permitted under applicable regulations in the United States and in various countries. Pursuant to the underwriting agreement, the sales will be made by the representatives through a directed share program. The number of shares of Class A common stock available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered hereby. Any directors and officers buying shares of Class A common stock through the directed share program will be subject to a 180-day lock-up period with respect to such shares. We have agreed to indemnify the representatives in connection with the directed share program, including for the failure of any participant to pay for its shares of Class A common stock. Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with respect to shares of Class A common stock sold pursuant to the directed share program.

Other Transactions

We lease certain properties from related persons and/or members of their immediate families or affiliated entities. These related persons lease arrangements include (i) lease agreements each dated January 16, 2025 with Peter Cancro, our Founder and a member of our board, 2251 Landmark Place, LLC and 2271 Landmark Place, LLC, of which Mr. Cancro, is the managing member and (ii) an assignment and assumption of lease agreement with PRCC Group I, dated January 20, 2026, an entity of which Robert Cancro is a member, the son of Mr. Cancro. Aggregate rent expense under these arrangements totaled less than $1 million for the thirteen weeks ended March 29, 2026 and approximately $1 million for the year ended December 28, 2025. The leases with 2251 Landmark Place, LLC and 2271 Landmark Place, LLC are expected to expire on December 31, 2029, and the lease with PRCC Group I is expected to expire on May 22, 2030, in each case subject to the exercise by the respective tenant of any renewal options contained therein.

In addition, we periodically provided limited guarantees or other forms of financial support for franchise owners, including guarantees of payment obligations under lease agreements for certain stores owned by related persons, including Peter Cancro, our Founder and a member of our board, members of his family and affiliated entities. As of December 28, 2025, the maximum potential undiscounted payments we could be required to make under these lease guarantees is approximately $2 million. In the event of default by a franchise owner under a lease agreement for which we have provided a guarantee, we have the right to pursue reimbursement from the franchise owner or any amounts paid under the guarantee. During the thirteen weeks ended March 29, 2026 and the periods January 16 through December 28, 2025 and January 1 through January 15, 2025 and the years ended December 31, 2024 and 2023, there were no payments under these lease guarantees.

Statement of Policy Regarding Transactions with Related Persons

Prior to the completion of this offering, our board will adopt a written statement of policy regarding transactions with related persons, which we refer to as our “related person transaction policy.” Our related person transaction policy will require that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel or Chief Financial Officer any “related person transaction” (defined as any transaction or any series of similar transactions, arrangement or relationships that would be required to be disclosed by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest) and all material facts with respect thereto. Our General Counsel or Chief Financial Officer will then promptly communicate that information to our audit committee. No related person transaction entered into following the completion of this offering will be executed without the approval or ratification of our audit committee. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

Indemnification of Directors and Officers

We have entered, or will enter, into an indemnification agreement with each of our directors and certain officers. The indemnification agreements, together with our amended and restated bylaws, will provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to limited exceptions. The indemnification agreements, together with our amended and restated bylaws, will also require us to advance expenses, including attorneys’ fees, incurred by our directors and officers in defending against proceedings to which they are or are threatened to be made a party or participant, to the fullest extent permitted by law, subject to limited exceptions.

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In addition, our amended and restated certificate of incorporation provides that our directors and officers will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as directors or officers to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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Principal AND SELLING Stockholders

The following tables set forth information regarding the beneficial ownership of shares of our Class A common stock and our Class B common stock by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Jersey Mike’s Subs Inc., (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group.

The percentage of beneficial ownership of shares of our Class A common stock and our Class B common stock outstanding before the offering set forth below is based on the number of shares of our Class A common stock and our Class B common stock to be issued and outstanding immediately prior to the consummation of this offering. The percentage of beneficial ownership of our Class A common stock and our Class B common stock after the offering set forth below is based on shares of our Class A common stock and our Class B common stock to be issued and outstanding immediately after the offering. Beneficial ownership is determined in accordance with the rules of the SEC. The following tables do not reflect any shares of Class A common stock that may be purchased pursuant to our directed share program described under “Underwriting (Conflicts of Interest)—Directed Share Program.” If any shares are purchased by our existing principal stockholders, directors, executive officers or their affiliated entities, the number and percentage of shares of our Class A common stock beneficially owned by them after this offering will differ from those set forth in the following tables.

In connection with this offering, we will issue to each Continuing Common Unitholder one share of Class B common stock for each Common Unit such Continuing Common Unitholder beneficially owns immediately prior to the consummation of this offering. Upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. Upon an exchange by any such Continuing Unitholder of Common Units for shares of our Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. See “Certain Relationships and Related Person Transactions—Exchange Agreement.” As a result, the number of shares of our Class B common stock listed in the table below correlates to the number of Common Units each Continuing Unitholder beneficially owns. The Continuing Common Unitholders will hold all of the initially outstanding shares of our Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equal to the number of Common Units held by each such Continuing Unitholder.

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      Class A Common Stock Beneficially Owned(1)

      Class B Common Stock Beneficially Owned(1)

      Class A Common Stock
to be Sold in this Offering(2)

      Combined Voting Power(3)

       

       

      Prior to the Offering
Transactions

       

      After the Offering
Transactions Assuming
Underwriters’ Option
is Not Exercised

       

      After the Offering
Transactions Assuming
Underwriters’ Option
is Exercised in Full

       

      Prior to the Offering
Transactions

       

      After the Offering
Transactions Assuming
Underwriters’ Option
is Not Exercised

       

      After the Offering
Transactions Assuming
Underwriters’ Option
is Exercised in Full

       

      Assuming
Under-
writers’
Option
is Not
Exercised

       

      Assuming
Under-
writers’
Option 
is
Exercised
in Full

       

      Prior to the
Offering
Transactions

       

      After the
Offering
Transactions
Assuming
Under-
writers’
Option is Not
Exercised

       

      After the
Offering
Transactions
Assuming
Under-
writers’
Option is
Exercised
in Full

     

      Name of Beneficial Owner

      Number

      Percentage

      Number

      Percentage

      Number

      Percentage

      Number

      Percentage

      Number

      Percentage

      Number

      Percentage

      Number

      Number

      Percentage

      Blackstone(4)

      Abu Dhabi Investment Authority(5)

      Charles R. Morrison

      Michele Allen

      Stacy Peterson

      Scott G. McLester

      Betsy J. Mercado

      Walter C. Tombs

      Nigel Travis

      Peter Cancro

      Fran Horowitz

      David N. Kestnbaum

      Cheryl S. Miller

      Devon L. Rinker

      Michael J. Staub

      Directors and executive officers as a group (13 persons)

* Represents less than 1%.

(1)

Subject to the terms of the exchange agreement, Common Units are exchangeable for shares of our Class A common stock on a one-for-one basis after the completion of this offering, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. See “Certain Relationships and Related Person Transactions—Exchange Agreement.” The Continuing Unitholders will hold all of the initially issued and outstanding shares of our Class B common stock, and the number of shares of our Class B common stock listed in the table above correlates to the number of Common Units each Continuing Unitholder beneficially owns. Beneficial ownership of shares of our Class B common stock reflected in this table has not been also reflected as beneficial ownership of shares of our Class A common stock for which Common Units may be exchanged.

(2)

Prior to the consummation of this offering, we will issue to the selling stockholders shares of our Class A common stock (or shares of our Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for an equivalent number of outstanding Common Units, all of which will be sold by the selling stockholders in this offering.

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(3)

Represents percentage of voting power of the shares eligible to vote in the election of directors of Jersey Mike’s Subs Inc. voting together as a single class. See “Description of Capital Stock—Common Stock.”

(4)

The Blackstone Funds that are selling stockholders in this offering are Boardwalk ML Holdco I L.P. and Boardwalk ML Holdco II L.P. (collectively, the “Blackstone Funds”). They are offering shares and shares, respectively. Reflects shares of Class A common stock directly held by Boardwalk ML Holdco II L.P. and shares of Class A common stock and shares of Class B common stock directly held by Boardwalk ML Holdco I L.P. It is expected that the Blackstone Funds will act as selling stockholders with respect to the shares they directly hold and the shares that they receive in exchange for Common Units.

Boardwalk ML Holdco I GP LLC is the general partner of Boardwalk ML Holdco I L.P. Submarine Buyer LLC is the sole member of Boardwalk ML Holdco I GP LLC. Submarine Buyer Holdco LLC is the sole member of Submarine Buyer LLC. Boardwalk I Aggregator L.P. is the managing member of Submarine Buyer Holdco LLC. BCP 9 Holdings Manager L.L.C. is the general partner of Boardwalk I Aggregator L.P.

Boardwalk ML Holdco II GP LLC is the general partner of Boardwalk ML Holdco II L.P. Boardwalk Investment Aggregator L.P. is the sole member of Boardwalk ML Holdco II GP LLC. Boardwalk Blocked Aggregator L.P. is the general partner of Boardwalk Investment Aggregator L.P.

Blackstone Management Associates IX L.P. is the managing member of BCP 9 Holdings Manager L.L.C. and Boardwalk Blocked Aggregator L.P. BMA IX L.L.C. is the general partner of Blackstone Management Associates IX L.P. Blackstone Holdings II L.P. is the managing member of BMA IX L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Blackstone entities described in this footnote and Mr. Schwarzman may be deemed to beneficially own the securities directly or indirectly controlled by such Blackstone entities or him, but each (other than the Blackstone Funds to the extent of their direct holdings) disclaims beneficial ownership of such securities. The address of Mr. Schwarzman and each of the other entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. Certain of the Blackstone Funds may pledge, hypothecate, or grant security interests in any or all of the shares of Class A common stock and Class B common stock held by them pursuant to a margin loan agreement with customary default provisions. In the event of a default under any such margin loan agreement, including, without limitation, the failure to maintain a required LTV of the collateral ratio or for the borrower to satisfy certain payments required under such margin loan, the lenders may foreclose upon any and all of the pledged securities and may seek recourse against the borrowers. See “Risk Factors—Risks Related to this Offering and Ownership of our Class A Common Stock—If we or our pre-IPO owners sell additional shares of our Class A common stock after this offering or are perceived by the public markets as intending to sell them, the market price of our Class A common stock could decline” and “Shares Eligible for Future Sale.”

(5)

Abu Dhabi Investment Authority (“ADIA”), directly or through one or more of its direct or indirect subsidiaries, including primarily Platinum Falcon B 2018 RSC Limited (“Platinum Falcon”), a restricted scope company incorporated in the Abu Dhabi Global Market, may be deemed to share the power to dispose of shares of Class A common stock held directly by Boardwalk ML Holdco II L.P. reported in footnote (4) above. ADIA does not directly own any of our shares. ADIA is a public institution established by the Government of the Emirate of Abu Dhabi. The address for ADIA is 211 Corniche Street, P.O. Box 3600, Abu Dhabi, United Arab Emirates and the address for Platinum Falcon B 2018 RSC Limited is Level 26, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. By reason of its ownership of Platinum Falcon and pursuant to the rules and regulations of the SEC, ADIA may also be deemed to share investment and voting power over and, therefore, beneficial ownership of, the shares held directly by Platinum Falcon.

For information relating to our material relationships and related person transactions with the principal and selling stockholders, see the section titled “Certain Relationships and Related Person Transactions.”

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Description of Certain Indebtedness

The following section summarizes the terms of our material principal indebtedness.

Securitization Notes

The Master Issuer completed a series of securitized financing transactions pursuant to the Indenture and the related guarantee and collateral agreement.

Series 2019-1 Notes

On December 23, 2019, the Master Issuer issued $500 million Series 2019-1 4.433% Fixed Rate Senior Secured Notes, Class A-2 (the “Series 2019-1 Notes”). A portion of the net proceeds of the Series 2026-1 Notes were used to redeem any outstanding amounts under the Series 2019-1 Notes in full.

Series 2021-1 Notes

On December 9, 2021, the Master Issuer issued $500 million senior secured notes (the “Series 2021-1 Notes”) in two tranches, Series 2021-1 2.891% Fixed Rate Senior Secured Notes, Class A-2-I (the “Series 2021-1 Class A-2-I Notes”) and Series 2021-1 2.493% Fixed Rate Senior Secured Notes, Class A-2-II (the “Series 2021-1 Class A-2-II Notes”), each with initial principal amounts of $250 million, respectively. Interest and principal payments are payable on a quarterly basis. A portion of the net proceeds of the Series 2026-1 Notes were used to redeem outstanding amounts under the Series 2021-1 Class A-2-I Notes in full. The anticipated repayment date of the Series 2021-1 Class A-2-II Notes is February 2029, and the final maturity date is in February 2052.

Series 2024-1 Notes

On December 18, 2024, the Master Issuer issued (i) $750 million Series 2024-1 5.636% Fixed Rate Senior Secured Notes, Class A-2 (the “Series 2024-1 Class A-2 Notes”), and (ii) $100 million Series 2024-1 Variable Funding Senior Secured Notes, Class A-1 (the “Series 2024-1 Class A-1 Notes”, and together with the Series 2024-1 Class A-2 Notes, the “Series 2024-1 Notes”). The Series 2024-1 Class A-1 Notes are available to be drawn by the Master Issuer on a revolving basis for general corporate purposes and for the issuance of letters of credit subject to the terms of the Indenture and the variable funding note purchase agreement. The Series 2024-1 Class A-1 Notes accrue interest at a variable interest rate based on (i) the Prime Rate (as defined in the Indenture), (ii) overnight federal funds rates, (iii) a SOFR rate for U.S. Dollars (or any replacement thereof agreed to pursuant to the terms of the variable funding note purchase agreement) or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin and as specified in the variable funding note purchase agreement. Interest and principal payments on the Series 2024-1 Notes are payable on a quarterly basis. The anticipated repayment date of the Series 2024-1 Notes is in February 2032 and the final maturity date of the Series 2024-1 Notes is in February 2055.

Series 2025-1 Notes

On July 24, 2025, the Master Issuer issued $400 million Series 2025-1 5.610% Fixed Rate Senior Secured Notes, Class A-2 (the “Series 2025-1 Notes”). Interest and principal payments are payable on a quarterly basis; the anticipated repayment date of the Series 2025-1 Notes is August 2032 and the final maturity date is August 2055.

Series 2026-1 Notes

On February 9, 2026, the Master Issuer issued (i) the Series 2026-1 Class A-2-I Notes and (ii) the Series 2026-1 Class A-2-II Notes. Interest and principal payments are payable on a quarterly basis. A portion of the net proceeds of the Series 2026-1 Notes were used (i) to redeem any outstanding amounts under the Series 2019-1 Notes and the Series 2021-1 Class A-2-I Notes in full, (ii) to pay certain transaction related fees and expenses incurred in connection with the issuance of the Series 2026-1 Notes, and (iii) for general corporate purposes, including a dividend to our Sponsor and debt repayment. The anticipated repayment dates of the Series 2026-1 Class A-2-I Notes and Series

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2026-1 Class A-2-II Notes are in February 2031 and February 2034, respectively, and the final maturity date for the Series 2026-1 Notes is in February 2056. At the Company’s option, up to 50% of the principal balance of the Series 2026-1 Notes can be repaid in conjunction with an equity offering.

Optional Principal Payment

The Series 2021-1 Notes, Series 2024-1 Notes, Series 2025-1 Notes and Series 2026-1 Notes (the “Securitization Notes”) have optional principal payments if a specified leverage ratio, which is a measure of outstanding securitization debt (net of certain cash accounts, eligible investments, and amounts available under letters of credit) to net cash flow, is less than or equal to 5.0x and no rapid amortization event has occurred and is continuing. The leverage ratio is calculated on a quarterly basis, which permits the Master Issuer to elect to make a principal payment or not unless the threshold is exceeded. As of December 28, 2025, the Master Issuer’s leverage ratio was greater than 5.0x, therefore the Master Issuer was required to make a total principal payment of $5 million in February 2026 related to the Securitization Notes.

Covenants

The Securitization Notes are subject to terms and provisions (including covenants and restrictions) usual and customary for whole-business securitization transactions of this nature, including (i) that the Master Issuer maintain specified collection accounts, reserve accounts and other accounts to be used inter alia to make required payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Securitization Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Securitization Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information, and similar matters. As of March 29, 2026, the Master Issuer was in compliance with all covenants.

If the Master Issuer has not repaid or refinanced the Securitization Notes prior to the respective anticipated repayment dates, additional interest will accrue pursuant to the Indenture.

Collateral

The Securitization Notes are secured by, among other collateral and related assets, a pledge of 100% of the limited liability company interests and stock of the Master Issuer by Jersey Mike’s Franchise Systems, 100% of the limited liability company interests and stock of certain entities by the Master Issuer, certain intellectual property and related rights owned by or on behalf or, or licensed to or on behalf of, Jersey Mike’s Franchise Systems, the Master Issuer, JM’75, LLC, or A Sub Above, LLC, certain (i) indebtedness owed, (ii) franchise agreements and payments owed in connection therewith, (iii) area development agreements and payments owed in connection therewith, (iv) technology vendor agreements and payments owed in connection therewith, (v) IP license agreements and payments owed in connection therewith, and (vi) store vendor agreements and payments owed in connection therewith.

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Description of Capital Stock

In connection with this offering, we will amend and restate our certificate of incorporation and our bylaws. The following is a description of the material terms of, and is qualified in its entirety by, Jersey Mike’s Subs Inc.’s amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the consummation of this offering, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part. Under “Description of Capital Stock,” “we,” “us,” “our,” the “Company,” and “our company” refer to Jersey Mike’s Subs Inc. and not to any of its subsidiaries.

Our purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Upon the consummation of this offering, our authorized capital stock will consist of shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share, and shares of preferred stock, par value $0.0001 per share. No shares of preferred stock will be issued or outstanding immediately after the offering contemplated by this prospectus. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Class A Common Stock

Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Class A common stock do not have cumulative voting rights in the election of directors.

Holders of shares of our Class A common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to the rights of the holders of one or more outstanding series of our preferred stock.

Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors, and subject to the rights of the holders of one or more outstanding series of preferred stock, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution to stockholders.

All shares of our Class A common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The Class A common stock will not be subject to further calls or assessments by us. Holders of shares of our Class A common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A common stock. The rights, powers, preferences and privileges of holders of our Class A common stock will be subject to those of the holders of any shares of our preferred stock or any other series or class of stock we may authorize and issue in the future.

Class B Common Stock

Holders of shares of our Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election and removal of directors. Upon the occurrence of any split or combination of the Common Units, the issued shares of our Class B common stock will be automatically split or combined into a greater or lesser number of shares of our Class B common stock at the same ratio as such split or combination of the Common Units. Additionally, other than as a result of a split or combination for which an adjustment has been made as outlined in the foregoing sentence, if at any time the ratio at which Common Units are exchangeable for shares of our Class A common stock changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which holders of our Class B common stock are entitled will be adjusted accordingly. The holders of our Class B common stock do not have cumulative voting rights in the election of directors.

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We will issue one share of Class B common stock for each Common Unit held by our Continuing Unitholders and, upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. Upon an exchange by any such Continuing Unitholder of Common Units for shares of our Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired.

Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law or by the amended and restated certificate of incorporation. Delaware law entitles the holders of the outstanding shares of Class A common stock, Class B common stock, and any preferred stock to vote separately as different classes in connection with any amendment to our certificate of incorporation that would increase or decrease the par value of the shares of such class or that would alter or change the powers, preferences, or special rights of such class so as to affect them adversely. As permitted by Delaware law, the amended and restated certificate of incorporation includes a provision which eliminates the separate class vote that the holders of our Class A common stock, Class B common stock, or preferred stock would otherwise have with respect to an amendment to the certificate of incorporation increasing or decreasing the authorized number of shares of Class A common stock, Class B common stock, or preferred stock. Thus, subject to any special or additional voting requirements contained in the amended and restated certificate of incorporation, the holders of our Class A common stock, Class B common stock, and preferred stock would vote together as a single class on any amendment to the certificate of incorporation increasing or decreasing the authorized number of shares of Class A common stock, Class B common, stock or preferred stock. Under Delaware law, depending on the circumstances, any such increase in the authorized number of shares of our Class A common stock, Class B common stock, or preferred stock would require either the affirmative vote of the holders of a majority of the votes cast at a meeting at which a quorum is present or a majority in voting power of the outstanding shares of capital stock entitled to vote thereon.

Holders of our Class B common stock are not entitled to receive dividends (other than dividends payable in the form of additional shares of Class B common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares) corresponding to analogous dividends on the Class A Common Stock) or to receive a distribution upon a liquidation, dissolution, or winding up of Jersey Mike’s Subs Inc.

Our amended and restated certificate of incorporation does not provide for any restrictions on transfer of shares of Class B common stock other than:

•

the provisions requiring an automatic transfer of shares of Class B common stock to us upon an exchange of the Common Units associated with such shares;

•

the provisions requiring that the holder will not transfer shares of Class B common stock to any person (other than the Company) unless the holder transfers an equal number of Common Units to the same person;

•

the provisions requiring that, in the event the holder transfers Common Units to any person, the holder transfer an equal number of shares of Class B common stock to the same person.

All shares of our Class B common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The Class B common stock will not be subject to further calls or assessments by us. Holders of shares of our Class B common stock do not have preemptive, subscription, redemption, or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class B common stock. The rights, powers, preferences, and privileges of holders of our Class B common stock will be subject to those of the holders of any shares of our preferred stock or any other series or class of stock we may authorize and issue in the future.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by any stock exchange, and subject to the terms of our amended and restated certificate of incorporation, the authorized shares of preferred stock will be available for issuance without further action by holders of our common stock. Our board of directors is

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able to determine, with respect to any series of preferred stock, the powers (including voting powers), preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, including, without limitation:

•

the designation of the series;

•

the number of shares of the series, which our board of directors may, except where otherwise provided in any preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);

•

whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

•

the dates at which dividends, if any, will be payable on shares of such series;

•

the redemption rights and price or prices, if any, for shares of the series;

•

the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

•

the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs or other event;

•

whether the shares of the series will be convertible into shares of any other class or series, or any other security, of us or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible, and all other terms and conditions upon which the conversion may be made;

•

restrictions on the issuance of shares of the same series or of any other class or series of our capital stock; and

•

the voting powers, if any, of the holders of the series.

We could issue one or more series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of our Class A common stock might believe to be in their best interests or in which the holders of our Class A common stock might receive a premium over the market price of the shares of our Class A common stock. Additionally, the issuance of preferred stock may adversely affect the rights or interests of holders of our Class A common stock by restricting dividends on the Class A common stock, diluting the voting power of the Class A common stock, or subordinating the rights of the Class A common stock to distributions upon a liquidation, dissolution, or winding up or other event. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Class A common stock.

Dividends

The DGCL permits the board of directors of a corporation, subject to any restrictions in the certificate of incorporation, to declare and pay dividends out of the corporation’s “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets is an amount equal to the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, the remaining capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Declaration and payment of any dividend will be subject to the discretion of our board of directors, except that our amended and restated certificate of incorporation will provide that holders of Class B common stock shall not be entitled to any dividends on their shares of Class B common stock (other than dividends payable in the form of additional shares of Class B common stock or rights to acquire such shares). See also “Dividend Policy.”

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Annual Stockholder Meetings

Our amended and restated bylaws provide that annual stockholder meetings will be held at a date, time, and place, if any, as exclusively selected by our board of directors. To the extent permitted under applicable law, we may conduct meetings solely by means of remote communications, including by webcast.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law

Our amended and restated certificate of incorporation, amended and restated bylaws, and the DGCL contain provisions that are summarized in the following paragraphs and that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile or abusive change of control, and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of the Company by means of a tender offer, a proxy contest, or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of shares that are authorized and available for issuance. However, the listing requirements of the NYSE, which would apply so long as the shares of Class A common stock remain listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or the then outstanding number of shares of Class A common stock (we believe the position of the NYSE is that the calculation in this latter case treats as outstanding shares issuable upon exchange of outstanding Common Units not indirectly held by Jersey Mike’s Subs Inc.). These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital, or to facilitate acquisitions.

Our board of directors may generally issue shares of one or more series of preferred stock on terms designed to discourage, delay, or prevent a change of control of the Company or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances in one or more series without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions, and to fund employee benefit plans.

One of the effects of the existence of authorized and unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of Class A common stock at prices higher than prevailing market prices.

Business Combinations

We have elected not to be governed by Section 203 of the DGCL, which is Delaware’s anti-takeover statute that, subject to certain exceptions and approvals, restricts “business combinations,” including specified mergers, asset sales, stock sales, and other transactions, between a corporation and its subsidiaries, on the one hand, and any interested stockholder (generally defined to mean a person who (x) owns 15% or more of the outstanding voting stock of the corporation or (y) is an affiliate or associate of us and was the owner of 15% or more of our voting stock within the three-year period before the date on which it is sought to be determined whether such person is an “interested stockholder,” and the affiliates or associates of such person), on the other, for a three-year period following the time the person became an interested stockholder. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•

prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

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•

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•

at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our outstanding voting stock and was an affiliate of us. For purposes of this section only, “voting stock” generally means any class or series of our stock that is entitled to vote generally in the election of directors. References to a percentage of voting stock in this section refer to the percentage of the votes of such voting stock.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation provides that our Sponsor and its affiliates, and any of its direct or indirect transferees, and any group as to which such persons are a party, do not constitute “interested stockholders” for purposes of this provision.

No Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our amended and restated certificate of incorporation does not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to vote generally in the election of directors will be able to elect all of our directors.

Special Stockholder Meetings

Our amended and restated certificate of incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of the board of directors, the chair of our board, or the chief executive officer; provided, however, that at any time when our Sponsor is entitled to designate a Designated Director, special meetings of our stockholders shall also be called by the board of directors or the chair of the board of directors at the request of our Sponsor. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deterring, delaying, or discouraging hostile takeovers, or changes in control or management of the Company.

Director Nominations and Stockholder Proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions will not apply to the parties to the stockholders agreement so long as the relevant agreement remains in effect. Our amended and restated bylaws allow the chair of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business

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at a meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of the Company.

Stockholder Action by Consent

Pursuant to Section 228 of the DGCL, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not permit our Class A common stockholders to act by consent in lieu of a meeting unless such action is (i) recommended by all directors then in office or (ii) at any time when our Sponsor is entitled to designate a Designated Director, approved by our Sponsor, but it does provide that any action required or permitted to be taken by holders of our Class B common stock, voting separately as a class, or, to the extent expressly permitted by any certificate of designation relating to one or more series of our preferred stock, by the holders of such series of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken by consent in lieu of a meeting if a consent or consents, setting forth the action so taken, is or are signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger, consolidation, statutory conversion or statutory domestication, transfer, or continuance in which we are a constituent entity. Pursuant to the DGCL, stockholders who properly demand and perfect appraisal rights in connection with such merger, consolidation, statutory conversion or statutory domestication, transfer, or continuance will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery, plus interest, if any, on the amount determined to be the fair value, from the effective time of the merger, consolidation, statutory conversion or statutory domestication, transfer, or continuance through the date of payment of the judgment.

Stockholders Agreement

We intend to enter into a stockholders agreement with our Sponsor in connection with this offering. See “Certain Relationships and Related Person Transactions—Stockholders Agreement” for a description of this agreement. Among other things, this agreement will grant our Sponsor and its affiliates the right to designate an agreed number of individuals to our board of directors. Our amended and restated certificate of incorporation implements provisions of this agreement.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law. To bring such an action, the stockholder must otherwise comply with Delaware law regarding derivative actions, including by making a pre-suit demand on our board of directors or satisfying its burden to show that any pre-suit demand would be futile. Our amended and restated certificate of incorporation has vested an independent and disinterested litigation demand committee with sole and exclusive authority to consider the merits of any such demands and make decisions and taken actions with respect to any such demands, including whether to initiate a proceeding. This provision may affect a stockholder’s ability to commence or control a derivative proceeding.

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Exclusive Forum

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation includes forum selection provisions.

More specifically, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf (other than causes of action subject to the Federal Forum Provision as described below); (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder, or employee of the company to the company or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. Our amended and restated certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any cause of action, including any derivative action or proceeding brought on our behalf, arising under the federal securities laws of the United States of America, including, in each case, the applicable rules and regulations promulgated thereunder (the “Federal Forum Provision”). While Section 22 of the Securities Act creates jurisdiction for U.S. federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, the Supreme Court of the State of Delaware has held that provisions vesting jurisdiction for the resolution of federal securities claims in U.S. federal (and not state) courts are facially valid under Delaware law. It is possible that a court could find our forum selection provisions to be inapplicable or unenforceable and, accordingly, we could be required to litigate claims in multiple jurisdictions, incur additional costs or otherwise not receive the benefits that we expect our forum selection provisions to provide. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. For the avoidance of doubt, the forum selection provision described above will not apply to any direct action to enforce rights under the Exchange Act or Securities Act.

To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of our company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find the Federal Forum Provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business. However, investors cannot waive and will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder as a result of our forum selection provisions. See “Risk Factors—Risks Related to this Offering and Ownership of our Class A Common Stock—Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.”

Conflicts of Interest

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation will, to the maximum extent permitted from time to time by Delaware law, renounce any

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interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors, or stockholders or their respective affiliates, other than those officers, directors, stockholders, or affiliates who are our or our subsidiaries’ employees. As a consequence of this waiver, none of our Sponsor or any of its affiliates nor any of our directors who are not employed by us (including any non-employee director who serves as one of our officers in both their director and officer capacities) or their affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that our Sponsor or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or themselves or its or their affiliates or for us or our affiliates, as a consequence of this waiver, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of incorporation will not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in their capacity as a director or officer of the Company. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business. The stockholders agreement we will enter into with our Sponsor will also contain provisions providing our Sponsor with access to our corporate information.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and certain officers to corporations and their stockholders for monetary damages for breaches of their fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors and officers for monetary damages to the corporation or its stockholders for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders to recover monetary damages from a director or officer for breach of fiduciary duty as a director or officer, including breaches resulting from grossly negligent behavior. Under current law, this provision will not limit or eliminate the liability of any officer in any action by or in the right of the Company, including any derivative claim. Further, the exculpation from liability for monetary damages does not apply to any director or officer if the director or officer has breached their duty of loyalty to the corporation and its stockholders, acted in bad faith, knowingly or intentionally violated the law, or derived an improper benefit from their actions as a director or officer. In addition, exculpation does not apply to any director in connection with the authorization of illegal dividends, redemptions or stock repurchases.

Our amended and restated bylaws generally provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL, subject to limited exceptions. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers, and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, indemnification, and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The transfer agent and registrar for shares of our Class A common stock will be Computershare Trust Company, N.A.

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Listing

We have applied to list our Class A common stock on the NYSE under the symbol “JMKE.”

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Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders

The following is a summary of certain material U.S. federal income tax consequences to a non-U.S. holder (as defined herein) of the purchase, ownership and disposition of shares of our Class A common stock but does not purport to be a complete analysis of all the potential tax considerations relating thereto. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. Accordingly, the discussion below neither binds the IRS nor the courts, and there can be no assurance that the IRS or a court will agree with such statements and conclusions. This summary deals only with Class A common stock that is held as a capital asset by a non-U.S. holder.

A “non-U.S. holder” means a beneficial owner of shares of our Class A common stock (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons (within the meaning of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

This summary is based upon provisions of the Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. This summary does not address all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, nor does it address the Medicare tax on net investment income, U.S. federal alternative minimum taxes, U.S. federal estate and gift taxes, or the effects of any state, local, or non-United States tax laws. In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws (including if you are a U.S. expatriate, “controlled foreign corporation,” “foreign controlled foreign corporation,” “passive foreign investment company,” a partnership or other pass-through entity for U.S. federal income tax purposes, tax-exempt organizations or governmental organizations, persons deemed to sell our common stock under the constructive sale provisions of the Code, persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation, tax-qualified retirement plans, “qualified foreign pension funds” as defined in the Code and entities all of the interests of which are held by qualified foreign pension funds or persons subject to special tax accounting rules as a result of any item of gross income with respect to the stock being taken into account in an applicable financial statement). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our Class A common stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership considering an investment in our Class A common stock, you should consult your tax advisors.

If you are considering the purchase of our Class A common stock, you should consult your own tax advisors concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our Class A common stock, as well as the consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.

Dividends

In the event that we make a distribution of cash or other property (other than certain pro rata distributions of our Class A common stock) in respect of shares of our Class A common stock, the distribution generally will be treated as a dividend for U.S. federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Any portion of a distribution that exceeds our

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current and accumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a non-U.S. holder’s Class A common stock, and to the extent the amount of the distribution exceeds a non-U.S. holder’s adjusted tax basis in shares of our Class A common stock, the excess will be treated as a capital gain from the disposition of shares of our Class A common stock (the tax treatment of which is discussed below under “—Gain on Disposition of Class A Common Stock”).

Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a U.S. person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable withholding agent with a properly executed IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) certifying under penalty of perjury that such holder is not a U.S. person as defined under the Code and is eligible for treaty benefits or (b) if our Class A common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Gain on Disposition of Class A Common Stock

Subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale or other disposition of our Class A common stock generally will not be subject to U.S. federal income tax unless:

•

the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder);

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•

we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes and certain other conditions are met.

A non-U.S. holder described in the first bullet point immediately above will be subject to tax on the gain derived from the sale or other disposition in the same manner as if the non-U.S. holder were a U.S. person as defined under the Code. In addition, if any non-U.S. holder described in the first bullet point immediately above is a foreign corporation, the gain realized by such non-U.S. holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived from the sale or other disposition, which gain may be offset by U.S. source capital losses even though the individual is not considered a resident of the United States.

Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe we are not and do not anticipate becoming a “U.S. real property holding corporation” for U.S. federal income tax purposes.

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Information Reporting and Backup Withholding

Distributions paid to a non-U.S. holder and the amount of any tax withheld with respect to such distributions generally will be reported to the IRS. Copies of the information returns reporting such distributions and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will not be subject to backup withholding on distributions received if such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person as defined under the Code) such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of our Class A common stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S. federal withholding tax may apply to any dividends paid on our common stock to (i) a “foreign financial institution” (as specifically defined in the Code and whether such foreign financial institution is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code and whether such non-financial foreign entity is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” an applicable withholding agent may credit the withholding under FATCA against, and therefore reduce, such other withholding tax. While withholding under FATCA would also have applied to payments of gross proceeds from the sale or other taxable disposition of our common stock, proposed United States Treasury regulations (upon which taxpayers may rely until final regulations are issued) eliminate FATCA withholding on payments of gross proceeds entirely. You should consult your own tax advisors regarding these requirements and whether they may be relevant to your ownership and disposition of our common stock.

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Shares Eligible for Future Sale

Prior to this offering, there has been no public market for shares of our Class A common stock. We cannot predict the effect, if any, future sales of shares of Class A common stock, or the availability for future sale of shares of Class A common stock, will have on the market price of shares of our Class A common stock prevailing from time to time. The sale of substantial amounts of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See “Risk Factors—Risks Related to this Offering and Ownership of our Class A Common Stock—If we or our pre-IPO owners sell additional shares of our Class A common stock after this offering or are perceived by the public markets as intending to sell them, the market price of our Class A common stock could decline.”

Upon completion of this offering we will have a total of shares of our Class A common stock outstanding (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). All of these shares of Class A common stock will have been sold in this offering and will be freely tradable without restriction or further registration under the Securities Act by persons other than our “affiliates.” Under the Securities Act, an “affiliate” of an issuer is a person that directly or indirectly controls, is controlled by, or is under common control with that issuer. The shares of our Class A common stock held by the Pre-IPO Stockholders (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) will be “restricted securities,” as defined in Rule 144 and may not be sold absent registration under the Securities Act or compliance with Rule 144 thereunder or in reliance on another exemption from registration.

In addition, subject to certain limitations and exceptions, pursuant to the terms of an exchange agreement we will enter into with the Continuing Unitholders, holders of Common Units (including Common Units issued upon conversion of vested Incentive Units) may (subject to the terms of the exchange agreement) exchange Common Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, except that in certain circumstances, the Company may elect to settle such exchanges with the cash proceeds of a concurrent primary issuance of an equivalent number of shares of Class A common stock. Upon the settlement of any exchange, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. Upon consummation of this offering, the Continuing Unitholders will hold Common Units (or Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), all of which will be exchangeable for shares of our Class A common stock. Any shares we issue upon exchange of Common Units will be “restricted securities” as defined in Rule 144 and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. Under applicable SEC guidance, we believe that for purposes of Rule 144 the holding period in such shares will generally include the holding period in the corresponding Common Units exchanged. Moreover, as a result of the registration rights agreement, all or a portion of these shares may be eligible for future sale without restriction, subject to the lock-up arrangements described below. See “—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

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obtain by foreclosure in the open market, or any pledged securities in privately negotiated transactions. The lock-up agreement entered into by our Sponsor with the underwriters does not restrict pledges, charges, hypothecations or granting a security interest in our shares by our Sponsor, the foreclosure by lenders in accordance with the terms of the documentation governing such financing or the sale of our shares by the lenders following any such foreclosure. In addition, from time to time, the borrowers may consider it advisable to sell shares of Class A common stock (including shares issued upon exchange of Common Units) in order to finance the prepayment or repayment of such financings, which number of shares of Class A common stock may, individually or in the aggregate, be significant.

In addition, shares of Class A common stock may be granted under our Omnibus Incentive Plan, including shares of Class A common stock issuable following vesting and upon exchange for as-converted Incentive Units held by the Continuing Incentive Unitholders with a weighted average participation threshold of $ per unit (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus). For additional information concerning the awards under the Omnibus Incentive Plan that will be outstanding at the time of this offering, see “Summary—The Offering.” In addition, for a description of these grants under our Omnibus Incentive Plan, see “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Omnibus Incentive Plan.” Additionally, shares of Class A common stock will be reserved for issuance under our ESPP. For a detailed description of the ESPP, see “Management—Compensation Arrangements to be Adopted in Connection with this Offering—Employee Stock Purchase Plan.” We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock issued under or covered by our Omnibus Incentive Plan and our ESPP. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares of Class A common stock registered under such registration statements will be available for sale in the open market.

Our amended and restated certificate of incorporation authorizes us to issue additional shares of Class A common stock and options, rights, warrants, and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. In accordance with the DGCL and the provisions of our amended and restated certificate of incorporation, we may also issue preferred stock that has designations, preferences, rights, powers, and duties that are different from, and may be senior to, those applicable to shares of Class A common stock. See “Description of Capital Stock.” Similarly, the amended and restated limited liability company agreement of Jersey Mike’s Holdings permits Jersey Mike’s Holdings to issue an unlimited number of additional limited liability company interests of Jersey Mike’s Holdings with designations, preferences, rights, powers, and duties that are different from, and may be senior to, those applicable to the Common Units, and which may be exchangeable for shares of our Class A common stock.

Registration Rights

In connection with the Offering Transactions, we will enter into a registration rights agreement with our Principal Stockholders. See “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

Lock-Up Agreements

We, our officers, directors, our Principal Stockholders and our pre-IPO owners representing substantially all of the Common Units prior to this offering have agreed, subject to certain exceptions, that we and they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A common stock, whether any of these transactions are to be settled by delivery of our Class A common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, or disposition, or to enter into any transaction, swap, hedge, or other arrangement, without, in each case, the prior written consent of any two representatives of the underwriters for a period of 180 days after the date of this prospectus. These agreements are subject to certain exceptions, as set forth in “Underwriting (Conflicts of Interest).”

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Rule 144

In general, under Rule 144, as currently in effect, a person who is not deemed to be our affiliate for purposes of Rule 144 or to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned the shares of Class A common stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares of Class A common stock without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares of Class A common stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares of Class A common stock without complying with any of the requirements of Rule 144. In general, six months after the effective date of the registration statement of which this prospectus forms a part, under Rule 144, as currently in effect, our affiliates or persons selling shares of Class A common stock on behalf of our affiliates are entitled to sell, within any three-month period, a number of shares of Class A common stock that does not exceed the greater of (1) 1% of the number of shares of Class A common stock then outstanding and (2) the average weekly trading volume of the shares of Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales under Rule 144 by our affiliates or persons selling shares of Class A common stock on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Any shares we issue upon exchange of Common Units will be “restricted securities” as defined in Rule 144 and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. Under applicable SEC guidance, we believe that for purposes of Rule 144 the holding period in such shares will generally include the holding period in the corresponding Common Units exchanged.

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Underwriting (Conflicts of Interest)

We, the selling stockholders and the underwriters named below will enter into an underwriting agreement with respect to the shares of Class A common stock being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares of Class A common stock indicated in the following table. Morgan Stanley & Co. LLC, Jefferies LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.


Underwriters		Number of Shares of Class A Common Stock
Morgan Stanley & Co. LLC
Jefferies LLC
J.P. Morgan Securities LLC
Barclays Capital Inc.
Guggenheim Securities, LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
Evercore Group L.L.C.
UBS Securities LLC
Robert W. Baird & Co. Incorporated
Wells Fargo Securities, LLC
William Blair & Company, L.L.C
RBC Capital Markets, LLC
Deutsche Bank Securities Inc.
Nomura Securities International, Inc.
WR Securities, LLC
Piper Sandler & Co.
Raymond James & Associates, Inc
Stifel, Nicolaus & Company, Incorporated
TD Securities (USA) LLC
BTIG, LLC
Mizuho Securities USA LLC
SG Americas Securities, LLC
Truist Securities, Inc.
Blackstone Securities Partners L.P.
Loop Capital Markets LLC
Tigress Financial Partners LLC
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to purchase up to an additional shares from the selling stockholders to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above. The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares of Class A common stock offered.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to additional shares.

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Paid by Us


	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Stockholders


	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares of Class A common stock sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and our officers and directors and our pre-IPO owners have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of any two representatives of the underwriters.

We have applied to list the shares on the NYSE under the symbol “JMKE.”

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among us, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of the business potential and our earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

In connection with the offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions, and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

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Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our Class A common stock, and together with the imposition of the penalty bid, may stabilize, maintain, or otherwise affect the market price of the shares of Class A common stock. As a result, the price of the shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

We estimate that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ million. We have also agreed to reimburse the underwriters for certain FINRA-related expenses incurred by them in connection with the offering in an amount up to $ million.

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of our shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Directed Share Program

At our request, the underwriters have reserved for sale at the initial public offering price up to % of the Class A common stock being offered for sale, to our directors, officers, employees, business associates and related persons. We will offer these shares to the extent permitted under applicable regulations in the United States and in various countries. Pursuant to the underwriting agreement, the sales will be made by the representatives through a directed share program. The number of shares of Class A common stock available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered hereby. Any directors and officers buying shares of Class A common stock through the directed share program will be subject to a 180-day lock-up period with respect to such shares. We have agreed to indemnify the representatives in connection with the directed share program, including for the failure of any participant to pay for its shares of Class A common stock. Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with respect to shares of Class A common stock sold pursuant to the directed share program.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and our affiliates, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell, or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps, and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities, and/or instruments of ours or our affiliates (directly, as collateral securing other obligations or otherwise). The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas, and/or publish or express independent research views in respect of such assets, securities, or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities, and instruments.

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Certain of the underwriters and their affiliates are holders of the Series 2026-1 Notes as of the date of this prospectus. As a result of such holdings, such underwriters and/or such affiliates may receive a portion of the proceeds of this offering upon repayment of the portion of the outstanding indebtedness under the Series 2026-1 Notes.

“Wolfe | Nomura Alliance” is the marketing name used by Wolfe Research Securities and Nomura Securities International, Inc. in connection with certain equity capital markets activities conducted jointly by the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in the offering described herein. In addition, WR Securities, LLC and certain of its affiliates may provide sales support services, investor feedback, investor education, and/or other independent equity research services in connection with this offering.

Bernstein Institutional Services LLC is serving as selling agent on behalf of SG Americas Securities, LLC in the offering described herein. Bernstein Institutional Services LLC and certain of its affiliates may provide investor feedback, research, market sounding, block monitoring, market intelligence, historical market or trading information, and origination and deal execution support to SG Americas Securities, LLC in connection with this offering and may also provide such services in the general course of business.

Conflicts of Interest

Affiliates of Blackstone Securities Partners L.P. own in excess of 10% of our issued and outstanding common stock. Because Blackstone Securities Partners L.P. is an underwriter in this offering and its affiliates own in excess of 10% of our outstanding common stock, Blackstone Securities Partners L.P. is deemed to have a “conflict of interest” under FINRA Rule 5121. Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering. In accordance with FINRA Rule 5121(c), no sales of the shares in this offering will be made to any discretionary account over which Blackstone Securities Partners L.P. exercises discretion without the prior specific written approval of the account holder.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each member state of the European Economic Area (each, a “Member State”), no shares of Class A common stock have been offered or will be offered pursuant to this offering to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation (as defined herein), except that offers of shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation (as defined herein);

to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

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provided that no such offer of shares of Class A common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.

In the case of any shares of Class A common stock being offered to a financial intermediary as that term is used in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares of Class A common stock to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of Class A common stock in any Member State means the communication in any form and by means of sufficient information on the terms of the offer and the shares of Class A common stock to be offered so as to enable an investor to decide to purchase shares of Class A common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

United Kingdom

This prospectus has been prepared on the basis that the offering of the shares of Class A common stock falls within one of the exceptions specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) and accordingly there will not be a prospectus prepared or published for the purposes of the POATRs. This prospectus does not constitute a prospectus for the purposes of the POATRs.

Each underwriter has represented and agreed that it has not made and will not make an offer of the shares of Class A common stock which are the subject of this prospectus to the public in the United Kingdom except that it may make an offer:

at any time to any legal entity which is a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs;

at any time to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 to the POATRs) in the United Kingdom subject to obtaining the prior consent of the relevant underwriter nominated by the Issuer for any such offer; or

at any time in any other circumstances falling within Part 1 of Schedule 1 to the POATRs.

For the purposes of this provision, the expression an offer of the shares of Class A common stock to the public in relation to any shares of Class A common stock means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of Class A common stock to be offered so as to enable an investor to decide to buy or subscribe for the shares of Class A common stock and the expression “POATRs” means the Public Offers and Admissions to Trading Regulations 2024.

Canada

The shares of Class A common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of Class A common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided

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that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Switzerland

The offering of the shares of Class A common stock in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FinSA”) because such offering is made to professional clients within the meaning of the FinSA only and the shares of Class A common stock will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This prospectus does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the shares of Class A common stock.

Hong Kong

The shares of Class A common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”) and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (“CO”) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation, or advertisement relating to the shares of Class A common stock has been or may be issued or has been or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to shares of Class A common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and SFO and any rules made under the SFO.

Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to this offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

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The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise, or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

Israel

The shares of Class A common stock offered by this document have not been approved or disapproved by the Israel Securities Authority (the “ISA”), nor have such shares of Class A common stock been registered for sale in Israel. The shares of Class A common stock may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus that has been approved by the ISA. The ISA has not issued permits, approvals or licenses in connection with this offering or publishing this document, nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the shares of Class A common stock being offered. Any resale in Israel, directly or indirectly, to the public of the shares of Class A common stock offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”), and has not been filed with or approved by the ISA. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the shares of Class A common stock is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum (the “Addendum”) to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

Japan

The offering has not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948 of Japan, as amended, the “FIEA”) and no shares of Class A common stock will be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, others for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Singapore

This prospectus has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of Class A common stock may not be circulated or distributed, nor may the shares of Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

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United Arab Emirates

The shares of Class A common stock have not been, and will not be, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Center) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Center) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Center) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority or the Dubai Financial Services Authority.

Abu Dhabi Global Market (“ADGM”)

The Abu Dhabi Global Market (“ADGM”), including the Financial Services Regulatory Authority and the Registration Authority does not accept any responsibility for the content of the information included in this prospectus, including the accuracy or completeness of such information. The liability for the content of this prospectus lies with the issuer of this prospectus and other persons, such as experts, whose opinions are included in this prospectus with their consent. The ADGM has also not assessed the suitability of the securities to which this prospectus relates to any particular investor or type of investor. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus or are unsure whether the securities to which this prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorized financial adviser.

Dubai International Financial Centre (“DIFC”)

This prospectus relates to an exempt offer which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (the “DFSA”). The DFSA has not approved this prospectus nor has any responsibility for reviewing or verifying any document or other documents in connection with the offering. Accordingly, the DFSA has not approved this prospectus or any other associated documents nor taken any steps to verify the information set out in this prospectus, and has no responsibility for it. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor. In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Brazil

The offer and sale of the shares of Class A common stock have not been and will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No 160, dated 13 July 2022, as amended or unauthorized distribution under Brazilian laws and regulations. The shares of Class A common stock may only be offered to Brazilian professional investors (as defined by applicable CVM regulation), who may only acquire the securities through a non-Brazilian account, with settlement outside Brazil in non-Brazilian currency. The trading of these securities on regulated securities markets in Brazil is prohibited.

China

This prospectus will not be circulated or distributed in the PRC and the shares of Class A common stock will not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

Korea

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The shares of Class A common stock have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea (the “FSCMA”), and the decrees and regulations thereunder and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares of Class A common stock may be offered, sold, or delivered, directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea (the “FETL”), and the decrees and regulations thereunder. The shares of Class A common stock have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares of Class A common stock shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of such shares of Class A common stock. By the purchase of the shares of Class A common stock, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares of Class A common stock pursuant to the applicable laws and regulations of Korea.

Qatar

The shares of Class A common stock described in this prospectus have not been, and will not be, offered, sold, or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

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Legal Matters

The validity of the shares of Class A common stock will be passed upon for us by Simpson Thacher & Bartlett LLP, Washington, D.C. Certain legal matters in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons, and others owns an interest representing less than 1% of the capital commitments of certain investment funds affiliated with Blackstone.

Experts

The financial statements of Jersey Mike’s HoldCo, LLC as of December 28, 2025 (successor) and December 31, 2024 (predecessor), and for the periods from January 16 through December 28, 2025 (successor), January 1 through January 15, 2025 (predecessor), and for each of the two years in the period ended December 31, 2024 (predecessor), included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

The financial statements of Jersey Mike’s Subs Inc. as of February 24, 2026, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and shares of our Class A common stock, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and in each instance we refer you to the copy or form of such contract, agreement or document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. You may inspect these reports and other information without charge at a website maintained by the SEC. The address of this site is www.sec.gov.

We maintain an internet site at www.jerseymikes.com. The information on, or accessible from, our website is not part of this prospectus by reference or otherwise.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act and will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You will be able to inspect copies of these materials without charge at the SEC’s website. We intend to make available to our Class A common stockholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

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Index to Financial Statements


Jersey Mike’s Subs Inc.
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of February 24, 2026	F-3
Notes to Balance Sheet	F-4

Unaudited Consolidated Financial Statements:
Balance Sheet as of March 29, 2026	F-5
Notes to Balance Sheet	F-6

Jersey Mike’s HoldCo, LLC
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-8
Consolidated Balance Sheets as of December 31, 2024 (Predecessor) and December 28, 2025 (Successor)	F-10
Consolidated Statement of Operations for the Years Ended December 31, 2024 and 2023, and the Periods Ended January 1 through January 15, 2025 (Predecessor) and January 16 through December 28, 2025 (Successor)	F-11
Consolidated Statement of Changes in Members’ Equity (Deficit) for Years Ended December 31, 2024 and 2023, and the Periods Ended January 1 through January 15, 2025 (Predecessor) and January 16, 2025 through December 28, 2025 (Successor)	F-12
Consolidated Statement of Cash Flows for Years Ended December 31, 2024 and 2023, and the Periods Ended January 1 through January 15, 2025 (Predecessor) and January 16 through December 28, 2025 (Successor)	F-13
Notes to Consolidated Financial Statements	F-14


Jersey Mike’s HoldCo, LLC
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of March 29, 2026 (Successor) and December 28, 2025 (Successor)	F-37
Condensed Consolidated Statement of Operations for the Thirteen Weeks Ended March 29, 2026 (Successor) and the Periods Ended January 1 through January 15, 2025 (Predecessor) and January 16 through March 30, 2025 (Successor)	F-38
Condensed Consolidated Statement of Changes in Members’ Equity (Deficit) for the Thirteen Weeks Ended March 29, 2026 (Successor) and the Periods Ended January 1 through January 15, 2025 (Predecessor) and January 16 through March 30, 2025 (Successor)	F-39
Condensed Consolidated Statement of Cash Flows for the Thirteen Weeks Ended March 29, 2026 (Successor) and the Periods Ended January 1 through January 15, 2025 (Predecessor) and January 16 through March 30, 2025 (Successor)	F-40
Notes to Condensed Consolidated Financial Statements	F-41

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and Board of Directors of Jersey Mike’s Subs Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Jersey Mike’s Subs Inc. (the “Company”) as of February 24, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 24, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Deloitte & Touche LLP

Morristown, New Jersey

April 10, 2026

We have served as the Company’s auditor since 2026.

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JERSEY MIKE’S SUBS INC.

BALANCE SHEET

($ in dollars)


	As of February 24, 2026
Assets
Current assets:
Cash		1
Total assets	$	1
Liabilities and Stockholders’ equity
Liabilities		—
Total liabilities		—
Commitments and contingencies (Note 4)
Stockholders’ equity
Class A common stock, $0.0001 par value per share, 100,000 shares authorized and no shares issued and outstanding		—
Class B common stock, $0.0001 par value per share, 100,000 shares authorized and 10,000 shares issued and outstanding		1
Total stockholders’ equity		1
Total liabilities and stockholders’ equity	$	1

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JERSEY MIKE’S SUBS INC.

NOTES TO BALANCE SHEET

ORGANIZATION

Jersey Mike’s Subs Inc. (the “Corporation”) was formed and incorporated as a Delaware corporation on February 24, 2026, in anticipation of a potential initial public offering (“IPO”) and related reorganization transactions. Upon consummation of the IPO and related reorganization transactions, the Corporation will be a holding company whose sole asset will consist of equity interests in Jersey Mike’s Holdco, LLC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

STOCKHOLDERS’ EQUITY

The Corporation is authorized to issue 100,000 shares of Class A common stock with a par value of $0.0001 per share, and 100,000 shares of Class B common stock with a par value of $0.0001 per share. Under the Corporation’s certificate of incorporation in effect as of February 24, 2026, all shares of Class A common stock and Class B common stock are identical. As February 24, 2026, 10,000 shares of Class B common stock were issued and outstanding for an aggregate consideration of $1.00, all of which were held by Jersey Mike’s Holdco, LLC as of February 24, 2026.

COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Corporation may be subject to various claims or litigation. While the outcome of such matters cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters, individually or in the aggregate, will have a material adverse effect on the Corporation’s financial position.

SUBSEQUENT EVENTS

The Corporation has evaluated subsequent events through April 10, 2026, the date on which the balance sheet was available to be issued, and determined there are no significant subsequent events requiring adjustment or disclosure.

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JERSEY MIKE’S SUBS INC.

CONDENSED CONSOLIDATED BALANCE SHEET

($ in dollars)

(Unaudited)


		As of March 29, 2026	As of February 24, 2026
Assets
Current assets:
Cash		1		1
Total assets	$	1	$	1
Liabilities and Stockholders’ equity
Liabilities		—		—
Total liabilities		—		—
Commitments and contingencies (Note 4)
Stockholders’ equity
Class A common stock, $0.0001 par value per share, 100,000 shares authorized and no shares issued and outstanding		—		—
Class B common stock, $0.0001 par value per share, 100,000 shares authorized and 10,000 shares issued and outstanding		1		1
Total stockholders’ equity		1		1
Total liabilities and stockholders’ equity	$	1	$	1

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JERSEY MIKE’S SUBS INC.

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

ORGANIZATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, stockholders’ equity and cash flows have not been presented because Jersey Mike’s Subs Inc. has not had any operations to date other than the transaction described below. The balance sheet is unaudited, and in the opinion of management, includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the annual financial statements for the fiscal year ended December 28, 2025. The results reported in these financial statements should not be taken as indicative of results that may be expected for the entire fiscal year.

Equity Offering Costs

Costs in connection with proposed equity offerings, including its Initial Public Offering, are expensed as incurred and recorded as an expense of Jersey Mike’s Holdco, LLC. Such costs primarily consist of legal, accounting, consulting and other professional fees. Such amounts are included within Selling, general and administrative expense on the Condensed Consolidated Statement of Operations. The Company does not capitalize deferred offering costs on the Condensed Consolidated Balance Sheets. In the event an equity offering is completed, any previously expensed costs are not reclassified to equity.

Organization Costs

Costs related to the incorporation of the Company will be paid and recorded as an expense of Jersey Mike’s Holdco, LLC.

STOCKHOLDERS’ EQUITY

The Corporation is authorized to issue 100,000 shares of Class A common stock with a par value of $0.0001 per share, and 100,000 shares of Class B common stock with a par value of $0.0001 per share. Under the Corporation’s certificate of incorporation in effect as of February 24, 2026, all shares of Class A common stock and Class B common stock are identical. As February 24, 2026 and March 29, 2026, 10,000 shares of Class B common stock were issued and outstanding for an aggregate consideration of $1.00, all of which were held by Jersey Mike’s Holdco, LLC as of February 24, 2026 and March 29, 2026, respectively.

COMMITMENTS AND CONTINGENCIES

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SUBSEQUENT EVENTS

The Corporation has evaluated subsequent events through July 2, 2026, the date on which the balance sheet was available to be issued, and determined there are no significant subsequent events requiring adjustment or disclosure.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and the Board of Directors of Jersey Mike’s HoldCo, LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Jersey Mike’s HoldCo, LLC and Subsidiaries (the “Company”) as of December 28, 2025 (successor) and December 31, 2024 (predecessor), the related consolidated statements of operations, members’ equity (deficit), and cash flows for the periods from January 16, 2025 to December 28, 2025 (successor), January 1, 2025 to January 15, 2025 (predecessor), and for each of the two years in the period ended December 31, 2024 (predecessor), and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2025 (successor) and December 31, 2024 (predecessor), and the results of its operations and its cash flows for the periods from January 16, 2025 to December 28, 2025 (successor), January 1, 2025 to January 15, 2025 (predecessor), and for each of the two years in the period ended December 31, 2024 (predecessor), in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Accounting for Business Combinations — Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

During 2025, Jersey Mike’s Franchise Systems, LLC was acquired by Submarine Buyer LLC, a company controlled by the affiliates of Blackstone Inc. The Company accounted for the acquisition under ASC 805, Business Combinations (“ASC 805”), which required the Company to record assets and liabilities assumed at their respective fair market values at the date of acquisition. Submarine Buyer LLC was identified as the accounting acquirer and pushdown accounting was applied to the Company’s financial statements, which required management to measure the identifiable assets acquired and liabilities assumed at fair value.

We identified the Company’s conclusion to treat Submarine Buyer LLC as the accounting acquirer and the application of pushdown accounting as a critical audit matter because of the significant audit effort necessary to evaluate the Company’s conclusions and the resulting presentation of the Company’s financial statements and disclosures. This required a higher degree of auditor judgment and an increased extent of effort in auditing the accounting for and presentation of the business combination, including the need to involve professionals in our firm with expertise in applying accounting for business combinations.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s conclusion to treat Submarine Buyer LLC as the accounting acquirer and application of pushdown accounting included the following, among others:

•

We inspected the purchase agreement and other relevant information to evaluate the key terms of the business combination.

•

With the assistance of professionals in our firm with expertise in accounting for business combinations, we evaluated management’s conclusion regarding which entity represented the accounting acquirer and the application of pushdown accounting.

•

We evaluated whether the financial statement presentation and disclosures regarding the business combination were consistent with the accounting conclusions reached and disclosure requirements in ASC 805.

/s/ Deloitte & Touche LLP

Morristown, New Jersey

April 10, 2026

We have served as the Company’s auditor since 2017.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

(amounts in millions)


	Successor			Predecessor
	As of			As of
	December 28, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	215		$	811
Restricted cash		31			32
Accounts receivable, net		41			49
Prepaid expenses and other current assets(a)		18			10
Total current assets		305			902
Property and equipment, net		9			90
Trade name		5,710			—
Franchise agreements, net and other intangibles		1,719			19
Goodwill		395			—
Other assets(a)		43			33
Total assets	$	8,181		$	1,044
Liabilities and members’ equity
Current liabilities:
Accounts payable	$	22		$	19
Accrued expenses and other current liabilities(a)		107			96
Current portion of long-term debt		22			19
Total current liabilities		151			134
Long term debt, net of current portion		2,062			1,752
Other non-current liabilities(a)		65			24
Total liabilities		2,278			1,910
Commitments and contingencies (Note 12)
Members’ equity (deficit)
Share capital		6,318			—
Additional paid in capital		8			—
Retained deficit		(423	)		(866	)
Total members’ equity (deficit)		5,903			(866	)
Total liabilities and members’ equity (deficit)	$	8,181		$	1,044

(a)

Refer to Note 15. Related-Party Transactions regarding amounts from related parties.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

(amounts in millions)


	Successor			Predecessor
	Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Revenue:
Royalties and other revenues(a)	$	464		$	19		$	434		$	371
Advertising fees		196			7			183			160
Company-owned stores sales		36			2			36			30
Total revenues		696			28			653			561
Operating expenses:
Selling, general and administrative expense(a)		214			19			349			262
Advertising expenses		207			8			220			208
Depreciation and amortization		96			—			10			10
Company-owned stores expense		28			1			30			24
Total operating expenses		545			28			609			504
Operating income		151			—			44			57
Interest income		(9	)		(1	)		(5	)		(6	)
Interest expense		99			5			43			41
Other expense, net		1			—			—			—
Income (loss) before income tax expense		60			(4	)		6			22
Income tax expense		1			—			1			1
Net income (loss)	$	59		$	(4	)	$	5		$	21
Total comprehensive income (loss)	$	59		$	(4	)	$	5		$	21

(a)

Refer to Note 15. Related-Party Transactions regarding amounts from related parties.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Consolidated Statements of Members’ Equity (Deficit)

(amounts in millions)


	Predecessor
	Contributed Capital		Retained Deficit			Total Members’ Deficit
Balance as of December 31, 2022	$	—	$	(839	)	$	(839	)
Members’ distributions, net		—		(18	)		(18	)
Net income		—		21			21
Balance as of December 31, 2023		—		(836	)		(836	)
Members’ distributions, net		—		(35	)		(35	)
Net income		—		5			5
Balance as of December 31, 2024		—		(866	)		(866	)
Members’ distributions, net		—		(18	)		(18	)
Net loss		—		(4	)		(4	)
Balance as of January 15, 2025	$	—	$	(888	)	$	(888	)


	Successor
	Share Capital		Additional Paid in Capital		Retained Deficit			Total Members’ Equity
Balance as of January 16, 2025	$	6,317	$	—	$	—		$	6,317
Equity-based compensation		—		8		—			8
Members’ distributions, net		—		—		(482	)		(482	)
Capital contributed, net		1		—		—			1
Net income		—		—		59			59
Balance as of December 28, 2025	$	6,318	$	8	$	(423	)	$	5,903

The accompanying notes are an integral part of these Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(amounts in millions)


	Successor			Predecessor
	Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Cash flows from operating activities:
Net income (loss)	$	59		$	(4	)	$	5		$	21
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization		96			—			10			10
Amortization of debt discount & deferred financing costs		16			—			4			4
Stock-based compensation expense		8			—			—			—
Changes in operating assets and liabilities
Accounts receivable, net		4			4			(7	)		5
Prepaid expenses and other assets		(1	)		(3	)		4			—
Accounts payable, accrued expenses, and other liabilities		16			3			20			26
Payment of assumed transaction bonus liability		(411	)		—			—			—
Other, net		3			—			2			1
Net cash provided by (used in) operating activities		(210	)		—			38			67
Cash flows from investing activities:
Purchases of property and equipment		(5	)		—			(47	)		(3	)
Acquisition of intangible assets		(6	)		—			(8	)		(5	)
Repayment (issuance) of notes receivable		2			5			(6	)		(5	)
Net cash provided by (used in) investing activities		(9	)		5			(61	)		(13	)
Cash flows from financing activities:
Proceeds from issuance securitization debt		400			—			750			—
Proceeds from borrowings on notes payable		—			—			31			(3	)
Payments on long-term debt		(17	)		—			(3	)		—
Debt issuance costs		(9	)		—			(19	)		—
Capital contributed, net		1			—			—			—
Members’ distributions, net		(482	)		14			(32	)		(18	)
Net cash provided by (used in) financing activities		(107	)		14			727			(21	)
Net increase (decrease) in cash, cash equivalents, and restricted		(326	)		19			704			33
Cash, cash equivalents, and restricted cash at beginning of the year		572			843			139			106
Cash, cash equivalents, and restricted cash at end of the period	$	246		$	862		$	843		$	139
Supplemental cash flow information:
Cash paid for interest	$	82		$	—		$	37		$	37

The accompanying notes are an integral part of these Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unless otherwise noted, all amounts are in millions, except share amounts)

1. DESCRIPTION OF BUSINESS

Jersey Mike’s HoldCo, LLC, and its wholly owned subsidiaries (collectively, “Jersey Mike’s” or the “Company”) is in the business of franchising and operating Jersey Mike’s restaurants.

As of December 28, 2025, there were a total of 3,256 stores in the Jersey Mike’s system, of which 99.2% are franchised (including 21 international restaurants) and 26 company-owned stores.

Jersey Mike’s HoldCo, LLC, a Delaware limited liability company, was formed on January 7, 2025, in connection with the acquisition (“Sponsor Acquisition”) to indirectly hold all of the equity interest of Jersey Mike’s Franchise Systems, LLC, the historical operating entity prior to the formation of the Company.

On January 16, 2025, 90% of the equity interest in Jersey Mike’s HoldCo, LLC was acquired by Submarine Buyer LLC, a Delaware limited liability company controlled by affiliates of Blackstone Inc. The remaining 10% non-controlling interest was retained by Original 56ers, Inc. (formerly Jersey Mike’s Inc.), a Delaware corporation controlled by the Company’s founder. Refer to Note 3, Business Combinations, for additional information.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

As a result of the Sponsor Acquisition that occurred on January 16, 2025, the Company has presented the results for fiscal year 2025 as two separate periods. The Predecessor period refers to the timeframe prior to January 16, 2025, which was before the Sponsor Acquisition and reflects the financial statements of Jersey Mike’s Franchise Systems, LLC. The Successor period refers to the period beginning on January 16, 2025, and reflects the financial statements of the Company after the Sponsor Acquisition. The Company elected to apply pushdown accounting to the Company’s separate financial statements and the Jersey Mike’s Franchise Systems, LLC’s assets and liabilities were adjusted to fair value on the closing date of the Sponsor Acquisition. Due to the change in the basis of accounting, the Consolidated Financial Statements for the Predecessor and the Successor are not necessarily comparable. Where applicable, a black line separates the Successor and Predecessor periods to highlight the lack of comparability. Refer to Note 3, Business Combinations for additional information.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Jersey Mike’s HoldCo, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Fiscal Year

On December 12, 2025, the Board of Directors of Jersey Mike’s HoldCo, LLC approved a change in the Company’s fiscal year end from December 31 to a 52/53-week fiscal year that ends on the last Sunday of the calendar year. This change is effective for fiscal year ended December 28, 2025 and applied prospectively. Prior-period operating results were not adjusted and remain presented on a calendar basis. While the shift affects comparability of fiscal quarters and the annual period for the year ending December 28, 2025, the impact is not material. Due to the fiscal year change, the years ended December 28, 2025, December 31, 2024 and December 31, 2023 contained 362 days (comprised of 347 days in the Successor period and 15 days in the Predecessor period), 366 days and 365 days, respectively.

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Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions, primarily related to long-lived asset valuation, indefinite and finite lived intangible asset valuation, leases, supplier program payments, income taxes, equity-based compensation, and contingencies. These estimates and assumptions affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company continually monitors its positions with, and the credit quality of, the financial institutions in which it maintains its deposits and investments. As of December 28, 2025 and December 31, 2024, the Company maintained balances in various cash accounts in excess of federally insured limits. Highly liquid investments with an original maturity of three months or less are considered cash equivalents.

Restricted Cash

Restricted cash primarily represents cash and cash equivalents held for future principal and interest payments as required by the Company’s Securitization Financing Facility (refer to Note 9, Long-Term Debt).

Accounts Receivable, net

Accounts receivable, net of allowance for credit losses, primarily consists of accrued royalty and advertising fees, which are collected weekly in arrears, as well as supplier program payments from certain food and beverage suppliers, which are generally due within 90 days. Historically, the Company has not incurred significant losses related to its Accounts receivable and does not believe there to be a meaningful risk of loss.

The Company determines the allowance for credit losses on Accounts receivable using the Current Expected Credit Losses (“CECL”) model in accordance with Accounting Standards Codification (“ASC”) 326. Expected credit losses are estimated based on historical collections experience, current economic conditions, and forecasts that affect the collectability of the receivables. Accounts are written off when they are deemed uncollectible, generally after they are 120 days past due and collection efforts have been exhausted. Recoveries of amounts previously written off are recorded upon receipt. The allowance for credit losses is evaluated at each reporting date and adjusted as necessary based on changes in expected credit losses.

Revenue Recognition

The Company provides goods and services in connection with its franchise agreements, consisting of a franchise license and ongoing services, management of the advertising contributions, development of training materials and menu items, and store monitoring and ongoing franchise owner support. In exchange, the Company collects royalties and advertising fees, with royalties recorded in Royalties and other revenues on the Consolidated Statement of Operations. As these goods and services are highly interrelated, they are accounted for as a single performance obligation, which is satisfied by providing a right to use the Company’s intellectual property over the term of each franchise agreement. Royalties and advertising fees represent sales-based fees calculated as a percentage of franchised store sales, and are recognized as revenue as franchised store sales occur. Amounts are generally payable on a weekly basis.

The Company generates system support revenue through supplier programs and technology that support the overall franchise system and its franchise owners. These revenues are classified within Royalties and other revenues on the Consolidated Statements of Operations. Supplier programs reflect contractual arrangements with certain major food and beverage suppliers and distributors, pursuant to which the Company receives payments based on the dollar volume of food and beverage purchases and cases delivered, which are generally correlated with franchised store sales. Actual dollar volumes are available on a monthly basis, but may lapse reporting deadlines. Goods and services related

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to technology program fees are distinct from the franchise performance obligation as they are not dependent on, nor highly interrelated with, the franchise license. Accordingly, revenue is recognized throughout the year as the related services are provided and the benefit is transferred to the franchise owner.

Other revenues consist primarily of initial franchise fees, upfront development fees and gift card income and are classified within Royalties and other revenues on the Consolidated Statement of Operations. Initial franchise fees and upfront development fees are interrelated to the franchise agreement and part of the same performance obligation as royalties and advertising fees. Accordingly, these fees are generally deferred upon receipt within Accrued expenses and other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets, and recognized as revenue ratably over the term of the related franchise agreement. For gift card income, the Company estimates and records revenue based on historical redemption patterns, including the timing and channel in which the card was purchased or reloaded, and in accordance with government agencies under unclaimed property laws, where applicable. These gift cards do not have an expiration date, and no service fees are charged on them.

Advertising Expenses

The Company administers advertising funds on behalf of its franchise owners, for which a percentage of gross sales is collected to be used for various forms of advertising for the JERSEY MIKE’S brand. Advertising expenses are generally expensed in the period incurred.

Property and Equipment

Property and equipment is recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the underlying assets, as indicated below:


Property and Equipment		Estimated Useful Lives
Buildings		39 years
Furniture and equipment		3 to 7 years
Leasehold improvements		Lesser of 5 to 10 years or the expected lease term

Expenditures for major renewals and improvements that extend the useful life of an asset are capitalized. Expenditures for repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset or asset group to the estimated future undiscounted cash flows expected to result from its use. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds fair value. The Company identified no triggering events and recorded no impairment losses for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, or for the years ended December 31, 2024 and 2023.

Goodwill and Intangible Assets

Intangible assets with a finite life are amortized on a straight-line basis over the remaining estimated useful life of the asset. The Company’s indefinite lived intangible assets, which are not subject to amortization, consist of goodwill and trademarks. On an annual basis (October 1st of each year) and whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, the Company reviews the recoverability of its indefinite-lived intangible assets. The goodwill impairment test is assessed at the reporting unit level. No indications of impairment were identified for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, or for the years ended December 31, 2024 and 2023. It is possible that changes in circumstances or changes in management’s judgments, assumptions, and estimates could result in an impairment charge of a portion or all of its goodwill or other intangible assets.

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Additionally, the Company may acquire operating stores from franchise owners. Goodwill arising from these acquisitions is recorded as the excess of the purchase price over the fair value of the net assets acquired, including identifiable intangible assets such as reacquired franchise rights, and liabilities assumed.


Intangible Assets		Estimated Useful Lives
Trade Name		Indefinite
Reacquired franchise rights		3 to 6 years
Franchise agreements		20 years
Technology		5 years
Other intangible assets		10 - 40 years

Capitalized Software

The Company capitalizes the costs of software developed for internal-use and website design when the preliminary project stage is completed and management believes it is probable that the project will be completed and the software or website design will be used to perform the function intended. These costs are amortized on a straight-line basis commencing when such software and website design is ready for its intended use. Software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. The Company states capitalized software at cost less accumulated amortization within Intangible assets, net on the Consolidated Balance Sheets.

Leases

In accordance with ASC 842, the Company determines whether an arrangement is a lease or contains a lease at inception and whether that lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company primarily leases office and retail store locations from third parties under operating leases. The lease term includes the non-cancellable period of the lease together with renewal options that the Company is reasonably certain to exercise, based on relevant economic and operational factors.

Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include the fixed lease component of the agreement, as well as any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Given that most leases do not provide an implicit rate, the Company uses its incremental borrowing rate to calculate the present value of the lease payments. The Company estimates its incremental borrowing rate using information available at lease commencement, including recent borrowing activity and other market data, and applies updated rates upon remeasurement of the lease liability when required.

The Company’s lease agreements typically include fixed costs, such as base rent and minimum fixed common area maintenance charges, and may also contain variable lease costs such as contingent rent based on sales volume, common area maintenance, real estate taxes and insurance. The other variable lease costs mentioned above are excluded from consideration and included in the period in which the obligation for those payments is incurred. Subsequent amortization of the right-of-use asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Equity-Based Compensation

The Company accounts for the issuance of equity instruments to employees in accordance with accounting standards for share-based payments, which require the recognition of compensation expense for equity awards granted to employees and directors based on the grant-date fair value of the awards. Compensation cost for time-vested awards is recognized over the requisite service period for each award. For performance awards, the Company recognizes expense in the period in which the vesting becomes probable. The Company recognizes forfeitures as they occur.

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Fair Value Measurements

Fair value is the price the Company would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. Assets and liabilities measured or disclosed at fair value are classified within the fair value hierarchy based on the nature of the inputs used in the valuation, as follows:

Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.

Level 2—Observable other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly

Level 3—Unobservable inputs for the asset or liability whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determining fair value requires significant judgment or estimation by Management.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques utilized need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Income Taxes

Jersey Mike’s HoldCo, LLC and its wholly owned subsidiaries have elected to be treated as a partnership for federal and most applicable state and local income tax purposes. As a result, the Company does not incur U.S. federal income taxes and incurs minimal state net worth and franchise taxes. Accordingly, the Company’s earnings and losses are ultimately included on the income tax returns of the members of Jersey Mike’s. The accompanying Consolidated Statements of Operations include income tax expenses, which is comprised of state net worth and franchise taxes, representing the minimum taxes due to various states.

Income taxes are accounted for under the asset and liability method. Under this method, a deferred tax asset or liability is recognized for the estimated future tax effects attributable to temporary differences between the carrying amounts of assets and liabilities and their respective tax basis, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred assets and liabilities of a change in tax rates is recognized in the period of change. The Company assesses the income tax position and records the liabilities for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date.

Business Combinations

The Company accounts for acquisitions under ASC 805, Business Combinations, which requires companies to record assets acquired and liabilities assumed at their respective fair market values at the date of acquisition. The accounting for acquisitions involves a considerable amount of judgment and estimates, including the fair value of certain forms of consideration: fair value of acquired intangible assets involving projections of future revenues and cash flows that are then discounted at an estimated discount rate; fair value of other acquired assets and assumed liabilities including potential contingencies, and the useful lives of the acquired assets. The Company allocates any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to Goodwill. The assumptions used are determined at the time of the acquisition in accordance with accepted valuation models. Projections are developed using internal forecasts, available industry and market data and estimates of long-term rates of growth for the Company. The impact of prior or future acquisitions on the Company’s financial position or result of operations may be materially impacted by the initial selection of or change in assumptions and estimates.

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Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU updates reportable segment disclosure requirements, primarily by requiring enhanced disclosures about significant segment expenses, increased interim disclosure requirements, and additional information used to assess segment performance, among other changes. The Company adopted this guidance beginning with the fiscal year ended December 31, 2024 as disclosed within Note 17, Segment Information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure. The ASU includes amendments requiring enhanced income tax disclosures regarding disaggregated information about a reporting entity’s effective tax rate reconciliation as well as disaggregated information on income tax paid. The Company adopted this guidance for the fiscal year ended December 28, 2025 as disclosed within Note 10, Income Taxes.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation - Scope Application of Profits Interest and Similar Awards (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU provides clarity regarding whether profits interest and similar awards are within the scope of ASC 718, Compensation – Stock Compensation. The Company adopted this guidance for the fiscal year ended December 28, 2025 as disclosed within Note 14, Equity-Based Compensation.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows entities to use the practical expedient to estimate expected credit losses on current accounts receivable and contract assets. The amendment is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company early adopted this guidance for the fiscal year ended December 28, 2025 as disclosed within Note 2, Summary of Significant Accounting Policies. The adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is assessing the potential impact of ASU 2024-03 and does not expect it will have a material impact on its Consolidated Financial Statements or related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software by removing the guidance related to development stages and instead requiring capitalization of software costs once management commits to a project and it is probable the software will be completed and used as intended. The amendment is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is assessing the potential impact of ASU 2025-06 and does not expect it will have a material impact on its Consolidated Financial Statements or related disclosures.

In November 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement, which clarifies when interim disclosure requirements apply and reorganizes existing disclosure requirements, without changing current requirements. The amendment is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is assessing the potential impact of ASU 2025-11 and does not expect it will have a material impact on its Consolidated Financial Statements or related disclosures.

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3. BUSINESS COMBINATIONS

On November 8, 2024, Jersey Mike’s Franchise Systems, LLC and its equity holders entered into an Equity Purchase Agreement with Submarine Buyer LLC (the “Buyer”), a Delaware limited liability company controlled by affiliates of Blackstone Inc. Pursuant to the Equity Purchase Agreement, Original 56ers, Inc. (formerly named Jersey Mike’s Inc.) (“Seller”) formed a new Delaware limited liability company, Jersey Mike’s HoldCo LLC, to indirectly hold 100% of the equity interests of Jersey Mike’s Franchise Systems, LLC. On January 16, 2025, Jersey Mike’s Franchise Systems, LLC was acquired by the Buyer as a new portfolio investment for a purchase price of $6,317 million, which includes a 10% non-controlling interest attributable to shares retained by the Seller and a maximum additional $250 million in cash payable from the Buyer once 4,000 Jersey Mike’s stores are operational worldwide or upon a change in control event (the “Sponsor Acquisition”).

In connection with the Sponsor Acquisition, the 2251 Landmark Place, LLC and Farnborough, LLC entities were transferred to the Seller and decreased Property and equipment by approximately $79 million and Current portion of long-term debt and Long term debt, net of current portion by approximately $56 million in the aggregate. This was accounted for as a pro rata distribution to the existing owners of the Seller and did not result in the recognition of a gain or loss. Additionally, the deconsolidation of these entities resulted in $23 million of non-cash activity in the period from January 1 to January 15, 2025.

The Sponsor Acquisition was accounted for using the acquisition method of accounting which requires, among other things, that the assets acquired and liabilities assumed be recognized at their estimated fair values (based on Level 3 measurements) as of the acquisition date. Estimates of fair value represent management’s best estimate and require a complex series of judgments about future events and uncertainties.

The fair value measurement of the contingent consideration liability is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820, Fair Value Measurements. Submarine Buyer LLC estimated the fair value of the contingent earn-out liability using a probability-weighted analysis of expected payments and applying a discount rate that reflects the risks associated with the obligation. The resulting liability was recognized at fair value on the acquisition date as part of the opening purchase accounting for Submarine Buyer, LLC. As of January 16, 2025, the fair value of the contingent consideration liability was $210 million using a weighted average probability of success of 100% and a discount factor of 5.5%, which was not pushed down to the Company as it is not the Company’s legal obligation to pay the contingent consideration. Unobservable inputs were weighted by the relative fair value of the contingent consideration.

Submarine Buyer LLC was identified as the accounting acquirer, and the Company elected to apply pushdown accounting to its separate financial statements in accordance with ASC 805.

As a result of the Sponsor Acquisition, the Company recorded $7,517 million of identifiable intangible assets and $660 million of other acquired assets. The acquired identifiable intangible assets include Franchise Agreements, Tradenames and Technology. The fair value of acquired receivables equals the gross contractual amounts receivable. The Company expects to collect all acquired receivables. The fair value of liabilities assumed was $2,255 million. The Company recognized goodwill of $395 million, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributed to future growth potential, workforce, and franchise agreements to be established following the Sponsor Acquisition.

On the acquisition date, $124 million of acquisition costs were paid by the Company comprised of (i) a $120 million success fee that was recorded as an “on-the-line” expense in neither the Predecessor nor Successor periods and (ii) acquisition-related expenses incurred by the Company prior to the transaction close amounting to $4 million, which was expensed in the Predecessor period. Additionally, a one-time discretionary transaction bonus of $411 million was paid to employees, officers, and contractors and included within liabilities assumed. The Company facilitated the payment through payroll shortly after the acquisition date at the discretion of the Seller. As such, the transaction bonus is reflected as an operating cash outflow during the Successor period on the Company’s Consolidated Statement of Cash Flows. Both the success fee and the discretionary bonus were contingent on the transaction closing. All other transaction costs were recorded by the Buyer and were expensed as incurred within the Buyer’s financial statements.

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The Company has finalized the purchase accounting for the Sponsor Acquisition. The total consideration transferred, the fair value of net assets acquired and goodwill from the transaction are as follows:


Consideration transferred
Cash consideration	$	5,475
Contingent consideration		210
Total GAAP consideration transferred		5,685
Non-controlling interest of Jersey Mike’s HoldCo, LLC		632
Total purchase price for allocation	$	6,317
Allocation of purchase price to the Company:
Cash and cash equivalents	$	572
Accounts receivable		45
Prepaid expenses and other assets		33
Property and equipment		10
Trade name		5,710
Franchisee agreements		1,757
Other intangible assets		50
Accounts payable		(91	)
Accrued expense and other current liabilities		(16	)
Transaction bonus payable and other transaction accrued expenses		(411	)
Deferred tax liability		(14	)
Long-term debt		(1,694	)
Unearned franchise fees and deferred revenue		(19	)
Operating lease liabilities and other liabilities		(10	)
Total fair value of net assets acquired:	$	5,922
Goodwill	$	395

The fair value of non-controlling interest was measured based on the fair values of net assets acquired at the acquisition date and the portion of ownership not held by the acquirer.

The fair values of the identifiable intangible assets acquired at the acquisition date and their useful lives are as follows:


	Acquisition Date Fair Value		Weighted Average Useful Life (Years)
Trade Name	$	5,710	Indefinite
Franchise agreements(a)		1,757	20 years
Technology		50	5 years
Total	$	7,517

(a)

Franchise agreements include approximately $1.749 billion related to domestic franchise agreements and $8 million related to Canadian franchise agreements

The Company amortizes the franchise agreements and technology on a straight-line basis over their respective useful lives.

The intangible assets were valued using the following valuation approaches:

Trade name

The trade name was valued using the relief-from-royalty method under the income approach. This method estimates the value of the intangible asset by forecasting the royalties the Company avoids by owning the trademark, adjusting those avoided royalties for taxes, and discounting the resulting after-tax cash flows to present value using

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an appropriate discount rate. The key inputs and assumptions include projected revenue, royalty rates, discount rates, cash flow forecasts, and obsolescence.

Franchise agreements

The domestic and Canadian franchise agreements were valued using the multi-period excess earnings method of the income approach. This involves discounting the projected after-tax cash flows associated with the agreements to present value. The key inputs and assumptions included the Company’s estimates of the projected royalties received under the existing franchise agreements and the appropriate discount rate.

Technology

The technology was valued using the replacement method under the cost approach, which involves estimating the asset’s economic value based on the total costs required to replace it, including both the direct replacement costs and the opportunity costs associated with the underlying technology. The key inputs and assumptions included the Company’s historical technology spend, expected obsolescence, and estimated re-creation costs.

4. REVENUE RECOGNITION

The following table represents a disaggregation of revenue from contracts with customers for the following periods:


	Successor		Predecessor
	Period from January 16 to December 28, 2025		Period from January 1 to January 15, 2025		Year Ended December 31, 2024		Year Ended December 31, 2023
Royalties	$	257	$	10	$	240	$	210
Advertising fees		196		7		183		160
System support revenue		196		9		186		154
Company-owned store sales		36		2		36		30
Other revenues		11		—		8		7
Total revenues	$	696	$	28	$	653	$	561

Deferred Revenues

Deferred revenue, or contract liabilities, consist of unearned fees resulting from initial franchise fees and upfront area development fees received from franchise owners, which are generally recognized on a straight-line basis over the term of the franchise agreement, and deferred revenue related to supplier program payments, with changes in the balance primarily driven by annual contract renegotiations and the timing of revenue recognition. The Company may also recognize unamortized franchise fees and upfront fees when a contract with a franchise owner is modified and is accounted for as a termination of the existing contract. The Company classifies these contract liabilities within Accrued expenses and other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.

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The following table reflects the change in deferred revenues on a consolidated basis during the period from January 16 to December 28, 2025, the period from January 1 to January 15, 2025 and year ended December 31, 2024:


Balance as of December 31, 2023	$	19
Recognized during period and included in the contract liability balance at the beginning of the year		(4	)
Cash receipts, net of amounts recognized during the period		3
Balance as of December 31, 2024	$	18
Recognized during period and included in the contract liability balance at the beginning of the year		—
Cash receipts, net of amounts recognized during the period		1
Balance as of January 15, 2025	$	19
Recognized during period and included in the contract liability balance at the beginning of the year		(3	)
Cash receipts, net of amounts recognized during the period		4
Balance as of December 28, 2025(a)	$	20

(a)

Reflects deferred franchise fees of $18 million and deferred other revenue of $2 million

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of December 28, 2025:


2026	$	4
2027		4
2028		3
2029		3
2030		2
Thereafter		4
Total	$	20

Area Director Costs and Buyouts

The Company utilizes subcontractors under arrangements known as area development and service agreements. Under these agreements, subcontractors (referred to as area directors) are entitled to receive an agreed-upon fee in exchange for developing and providing ongoing support services to franchise owners within an assigned geographic territory.

Upon the termination or repurchase of the contractual rights held by an area director, the Company may make payments to acquire or extinguish those rights. Such payments are referred to as buyouts. Buyout costs are recognized in the period in which the buyout agreement is executed or the related obligation is incurred.

Buyout costs recognized were $52 million, $8 million and $16 million in the periods from January 16 to December 28, 2025, and the years ended December 31, 2024 and 2023, respectively. The Company also recorded other area director expenses amounting to $32 million, $1 million, $38 million, and $44 million for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and the years ended December 31, 2024 and 2023, respectively. Such amounts, including buyouts, are included within Selling, general and administrative expense on the Consolidated Statement of Operations.

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5. FAIR VALUE MEASUREMENTS

As of December 28, 2025, the carrying values of Cash and cash equivalents, Restricted cash, Accounts receivable, net, Prepaid expenses and other current assets, Accounts payable, Accrued expenses and other current liabilities, notes payable and borrowings under our Variable Funding Facility approximate their fair values because of the short-term nature of these instruments. The fair value of notes receivable, net of allowances and lease guarantees, adjusted for subsequent amortization, also approximates their carrying value.

The carrying and fair value of debt is presented as follows:


	Successor				Predecessor
	As of December 28, 2025				As of December 31, 2024
	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Securitization Financing Facility:
Series 2019	$	491	$	492	$	496	$	491
Series 2021 Class A-2-I		246		243		249		239
Series 2021 Class A-2-II		246		230		249		221
Series 2024		744		761		750		743
Series 2025		399		408		—		—

The fair value of the Securitization Financing Facility Notes was estimated using market quotes and calculations.

6. PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Buildings and leasehold improvements	$	6	$	12
Furniture and equipment		5		8
Aircraft(a)		—		42
Construction in progress – aircraft		—		41
		11		103
Less: accumulated depreciation		2		13
Property and equipment, net	$	9	$	90

(a)

Previously depreciated over a useful life of 15 years

Depreciation expense related to Property and equipment, net was $2 million, less than $1 million, $3 million and $3 million for the periods from January 16, 2025 to December 28, 2025 and January 1 to January 15, 2025, and the years ended December 31, 2024 and 2023, respectively. This amount is reported within Depreciation and amortization on the Consolidated Statements of Operations.

The Company evaluated its property and equipment for impairment in each reporting period and has not identified any impairment losses in the periods presented.

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7. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of Goodwill consist of the following:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Balance, beginning of period	$	—	$	—
Sponsor Acquisition		395		—
Balance, end of period	$	395	$	—

Intangible assets, net consist of the following as of December 28, 2025 and December 31, 2024:


	Successor						Predecessor
	As of December 28, 2025						As of December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Balance		Gross Carrying Value		Accumulated Amortization		Net Balance
Indefinite-lived Assets
Trade Name	$	5,710	$	—	$	5,710	$	—	$	—	$	—
Sub-total	$	5,710	$	—	$	5,710	$	—	$	—	$	—
Definite-lived Assets
Franchise agreements	$	1,757	$	84	$	1,673	$	—	$	—	$	—
Technology(b)		56		10		46		44		27		17
Reacquired franchise rights(a)		—		—		—		3		1		2
Sub-total	$	1,813	$	94	$	1,719	$	47	$	28	$	19
Total intangible assets	$	7,523	$	94	$	7,429	$	47	$	28	$	19

(a)

Reacquired franchise rights represent contractual rights previously granted to franchise owners that were reacquired by the Company prior to the Sponsor Acquisition. Management has evaluated the terms of the reacquired agreements and determined that no settlement gain or loss was required.

(b)

Technology is internally developed and includes the Company’s website, app, and point-of-sale system.

Refer to Note 3, Business Combination for a description of the intangible assets valuation methodologies and key assumptions used in establishing fair value as part of the Sponsor Acquisition.

Amortization expense related to definite-lived intangible assets, net was $94 million, less than $1 million, $8 million and $7 million for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and the years ended December 31, 2024 and 2023, respectively. This amount is reported within Depreciation and amortization on the Consolidated Statements of Operations.

Estimated future amortization expense for the next five years and thereafter as of December 28, 2025, is as follows:


2026	$	99
2027		99
2028		99
2029		99
2030		89
Thereafter		1,234
Total	$	1,719

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8. SUPPLEMENTAL BALANCE SHEET INFORMATION

Prepaid expenses and other current assets consists of the following:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Prepaid advertising expenses	$	5	$	5
Notes receivable, net(a)		1		1
Other		12		4
Prepaid expenses and other current assets	$	18	$	10

(a)

Including amounts from related parties of less than $1 million as of each December 28, 2025 and December 31, 2024, respectively

Other assets consists of the following:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Operating lease right-of-use asset, net	$	36	$	9
Notes receivable, net(a)		2		6
Due from unconsolidated affiliates(b)		2		14
Other		3		4
Other assets	$	43	$	33

(a)

Including amounts from related parties of less than $1 million and $2 million as of December 28, 2025 and December 31, 2024, respectively

(b)

Including amounts from related parties of less than $1 million and $11 million as of December 28, 2025 and December 31, 2024, respectively

Accrued expenses and other current liabilities consists of the following:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Gift card liability	$	66	$	59
Accrued advertising expense		6		5
Accrued payroll & benefits		5		3
Accrued interest expense		12		6
Current portion of operating lease liability		1		2
Deferred revenue, current portion		4		4
Other		13		17
Accrued expenses and other current liabilities	$	107	$	96

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Other non-current liabilities consist of the following:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Deferred revenue, net of current portion	$	16	$	14
Operating lease liabilities		34		8
Deferred tax liability		14		—
Other		1		2
Other non-current liabilities	$	65	$	24

9. LONG-TERM DEBT

Long-term debt consists of the following as of December 28, 2025 and December 31, 2024:


	Successor		Predecessor
	As of December 28, 2025		As of December 31, 2024
Securitization Financing Facility:
Series 2019 Notes	$	488	$	496
Series 2021-1 Class A-2-I Notes		241		249
Series 2021-1A Class A-2-II Notes		226		249
Series 2024 Notes		738		750
Series 2025 Notes		399		—
Notes Payable:
2020 Loan		—		25
2024 Loan		—		31
Gross debt(a)		2,092		1,800
Less: Debt issuance costs, net of amortization and discounts(b)		8		29
Less: Current portion of long-term debt		22		19
Total long-term debt, net	$	2,062	$	1,752

(a)

Includes a purchase accounting fair value adjustment of ($35) million as of December 28, 2025; actual payments due are $2,127 million.

(b)

Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the remaining term of the securitization transactions and notes payables.

In connection with the Sponsor Acquisition, the Company remeasured its long-term debt to fair value in accordance with purchase accounting. As a result, the Company recorded a $50 million fair value discount to the carrying value of certain of the notes under its securitization facility due to changes in market interest rates and credit spreads since the issuance of the debt. This discount represents the difference between the contractual principal amount of the debt and its estimated fair value as of the acquisition date. The fair value discount is amortized to interest expense using the effective interest method over the remaining term of the respective notes. As of December 28, 2025, the net remaining unamortized fair value discount was $35 million. For the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and the years ended December 31, 2024 and 2023, the Company recognized interest expense of $16 million, less than $1 million, $4 million, and $4 million, respectively, related to the amortization of the fair value discount and debt issuance costs.

Securitization Financing Facility

On December 23, 2019, the Company entered into a securitization financing arrangement pursuant to which Jersey Mike’s Funding, LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, issued secured notes under a base indenture (the “Indenture”). The Indenture allows the Master Issuer to issue multiple series of notes (collectively, the “Securitization Notes”). The Securitization Notes are guaranteed by certain subsidiaries of the Company and secured by substantially all assets of the securitization entities,

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including intellectual property, such as trademarks and software, as well as all franchise agreements and area development agreements, and substantially all related rights associated with the JERSEY MIKE’S brand (collectively, the “Securitization Assets”).

Series 2019 Notes

On December 23, 2019, the Master Issuer issued $500 million Series 2019-1 4.433% Fixed Rate Senior Secured Notes, Class A-2 (the “Series 2019 Notes”). Interest and principal are payable quarterly. The Series 2019 Notes have a final maturity date of February 2050 and anticipated repayment date of February 2027. If the notes are not repaid or refinanced by the anticipated repayment date, additional interest will accrue in accordance with the Indenture. As of December 28, 2025, the aggregate principal outstanding amount of the Series 2019 Notes was $491 million.

Series 2021 Notes

On December 9, 2021, the Master Issuer issued an additional $500 million of senior secured notes (the “Series 2021 Notes”) in two tranches:

•

$250 million of Series 2021-1 2.891% Fixed Rate Senior Secured Notes, Class A-2-I (“the Series 2021-1 Senior Notes, Class A-2-I”)

•

$250 million of Series 2021-1A 2.493% Fixed Rate Senior Secured Notes, Class A-2-II (“the Series 2021-1A Senior Notes, Class A-2-II”)

Interest and principal on these notes are payable quarterly. The Series 2021 Notes have a final maturity date of February 2052. The anticipated repayment date for the Class A-2-I notes is February 2027 and for the Class A-2-II notes is February 2029. If the notes are not repaid or refinanced by the respective anticipated repayment dates, additional interest will accrue in accordance with the Indenture. As of December 28, 2025, the aggregate principal outstanding amount of the Series 2021 Notes was $493 million.

Series 2024 Notes

On December 18, 2024, the Master Issuer issued $750 million of Series 2024-1 5.636% Fixed Rate Senior Secured Notes, Class A-2 (the “Series 2024 Notes”). Interest and principal are payable quarterly. The Series 2024 Notes have a final maturity date of February 2055 and an anticipated repayment date of February 2032. If the notes are not repaid or refinanced by the respective anticipated repayment date, additional interest will accrue in accordance with the Indenture. As of December 28, 2025, the aggregate principal outstanding amount of the Series 2024 Notes was $744 million.

Series 2025 Notes

On July 24, 2025, the Master Issuer issued $400 million Series 2025-1 5.610% Fixed Rate Senior Secured Notes, Class A-2 (the “Series 2025 Notes”). Interest and principal are payable quarterly. The Series 2025 Notes have a final maturity date of August 2055 and an anticipated repayment date of August 2032. If the notes are not repaid or refinanced by the anticipated repayment date, additional interest will accrue in accordance with the Indenture. As of December 28, 2025, the aggregate principal outstanding amount of the Series 2025 Notes was $399 million.

Variable Funding Notes

The Company also maintains a revolving financing facility consisting of Series 2024-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”) that permits borrowings of up to $100 million and may be used to issue letters of credit and provide additional liquidity. The Variable Funding Notes were included in the indenture from the Series 2024 Notes on December 18, 2024, yet not issued until January 16, 2025. Borrowings under the facility bear interest at variable rates based on the prime rate, federal funds rate, SOFR, or, in the each case plus an applicable margin. The facility also includes a commitment fee of 1.25% on the unused portion of the commitment. As of December 28, 2025 and December 31, 2024, the Company had no borrowings outstanding under the facility. As of December 28, 2025, the Company had available borrowing capacity of $72 million, net of $28 million of letters of credit, primarily related to interest reserve requirements.

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Covenants and Restrictions

The Securitization Notes include provisions that allow for optional principal payments when a specified leverage ratio, defined as outstanding securitization debt to Adjusted EBITDA (as defined in the Indenture), is less than or equal to 5.0x. This leverage ratio is calculated quarterly and allows the Company to elect whether to make principal payments when the threshold is met.

As of December 28, 2025, the Company’s leverage ratio exceeded 5.0x and accordingly, the Company was required to make total principal payments of $5 million related to the Series 2019 Notes, the Series 2021 Notes, the 2024 Notes and the 2025 Notes. As of December 31, 2024, the leverage ratio also exceeded 5.0x and the Company was required to make total principal payments of $3 million related to the 2019 Notes and the 2021 Notes.

As of December 28, 2025 and December 31, 2024, the Company was in compliance with all financial covenants under the securitization agreements.

Notes Payable

The notes payable balance at December 31, 2024 related to two aircrafts that were transferred to an entity controlled by the Company’s founder in connection with the Sponsor Acquisition. These notes payable are no longer obligations of the Company; accordingly, there is no balance as of December 28, 2025.

Prior to the Sponsor Acquisition, in September 2020, the Company had a loan and security agreement with a financial institution for $37.5 million to finance the purchase of an aircraft (the “2020 Loan”). The loan bore interest at a stated interest rate of 4.53% and was payable in monthly installments with a balloon payment of $17 million due in September 2027. The loan was secured by the aircraft.

Prior to the Sponsor Acquisition, in July 2024, the Company had a loan and security agreement providing for borrowings of approximately $50 million to finance aircraft construction costs through a series of progress payments from July 2024 through June 2025 (the “2024” Loan). Borrowings bore interest at a variable interest rate equal to SOFR plus 2.25% and required interest-only payments during the construction period.

As of December 28, 2025, the principal payments on Long-term debt due over the next five years and thereafter are as follows:


2026	$	22
2027		744
2028		14
2029		250
2030		12
Thereafter		1,085
Total	$	2,127

10. INCOME TAXES

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The Company is a limited liability company treated as a partnership for U.S. federal and most applicable state and local income tax purposes. Therefore, the Company generally does not incur or record U.S. federal or state incomes taxes since all taxable income is passed through to its members and reported on their respective income tax returns. The Company is subject to certain state and local taxes, including franchise and net worth taxes, which were not material and included within the income tax expense line in the Consolidated Statements of Operations.

As of December 28, 2025, the Company had a net deferred tax liability of $14 million arising from book–tax basis differences in intangible assets recognized as part of purchase accounting for the Sponsor Acquisition recorded in Other non-current liabilities.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2021. As of December 28, 2025 and December 31, 2024, the Company has no unrecognized tax benefits, or accrued interest and penalties.

11. LEASES

The Company leases primarily office space and retail store locations under operating leases with remaining terms expiring through July 2037. These arrangements are accounted for as operating leases. In accordance with ASC 842, Leases, the Company recognizes a right-of-use asset and a corresponding lease liability for operating leases within the Consolidated Balance Sheets. Refer to Note 8, Supplemental Balance Sheet for additional information.

Operating lease cost recognized for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and for the years ended December 31, 2024 and 2023, was $3 million, less than $1 million, $2 million and $2 million, respectively in the Consolidated Statements of Operations. Variable lease cost, primarily related to common area maintenance, property tax and insurance, was less than $1 million for the each of the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and for the years ended December 31, 2024 and 2023 in the Consolidated Statements of Operations.

As of December 28, 2025, December 31, 2024, and December 31, 2023, the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases were as follows:


	Successor			Predecessor
	As of December 28, 2025			As of December 31, 2024			As of December 31, 2023
Weighted-average remaining lease terms (in years)		9.4			7.6			5.7
Weighted-average discount rate		6.54	%		6.19	%		6.37	%

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Aggregate minimum future rental payments under operating leases having remaining terms in excess of one year as of December 28, 2025, for each of the next five years and thereafter are as follows:


2026	$	4
2027		4
2028		5
2029		5
2030		5
Thereafter		26
Total		49
Less: Imputed interest		(14	)
Present value of lease liabilities	$	35

The amounts presented reflect the Company’s lease obligations as of December 28, 2025 and exclude the effects of future lease renewals or replacement leases upon expiration. These amounts also do not reflect potential changes in lease payments that may result from adjustments based on an index or rate, such as the Consumer Price Index.

Cash paid for amounts included in the measurement of lease liabilities was $3 million for the period January 16 to December 28, 2025, less than $1 million for the period January 1 to January 15, 2025 and $2 million each for the year ended December 31, 2024 and 2023. Right-of-use assets obtained in a non-cash exchange for new operating lease liabilities were $29 million for the period January 16 to December 28, 2025, less than $1 million for the period January 1 to January 15, 2025, $6 million for the year ended December 31, 2024 and $1 million for the year ended December 31, 2023.

12. COMMITMENTS AND CONTINGENCIES

Lease Guarantees

The Company periodically provides guarantees on lease agreements for certain company-owned stores and franchised locations. These leases have varying terms, with the latest expiring July 2037. As of December 28, 2025, the maximum potential undiscounted payments the Company could be required to make under these lease guarantees is approximately $19 million, of which $2 million relates to guarantees provided to related parties.

In the event of default by a franchise owner for which the Company has provided a guarantee, the Company has the right to pursue reimbursement from the franchise owner or any amounts paid under the guarantee. Because the Company does not control or receive the economic benefits associated with the leased asset, no liability has been recorded on the consolidated balance sheets for these guarantees. The estimated fair value of these guarantees is not material. As of December 28, 2025 and December 31, 2024, the Company had not been required to make any material payments under these lease guarantees.

Other Guarantees

The Company is also party to certain other guarantee arrangements, including guarantees of debt obligations of unaffiliated franchise owners and guarantees associated with certain notes receivable arrangements. Under these agreements, the Company has guaranteed repayment of certain obligations of the related parties. Historically, the Company has not been required to make material payments under these guarantees and does not expect these arrangements to have a material impact on the Company’s consolidated financial results.

Purchase Commitments

As of December 28, 2025, the Company has entered into various marketing-related contracts including agreements related to sponsorships, promotional arrangements, and naming rights. Under the terms of these agreements, the Company had aggregate contractual commitments of approximately $288 million extending through June 2041.

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The Company also enters into other purchase commitments in the ordinary course of business, including commitments related to the purchase, construction, or remodeling of real estate and facilities; minimum inventory purchase commitments; equipment purchases; and information technology services. These commitments are generally short-term in nature and are recorded as liabilities when the related goods are received or services are rendered. In addition, the Company maintains long-term supply agreements with certain suppliers who provide food, beverages, and paper products, which include minimum purchase commitments.

Legal Proceedings

The Company is subject to various legal proceedings, claims and liabilities arising in the ordinary course of business, including matters involving employees, franchise owners, and guests. The Company records accruals for legal contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. As of December 28, 2025 and December 31, 2024, management believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

13. MEMBERS’ EQUITY (DEFICIT)

Prior to January 16, 2025, the Company operated as Jersey Mike’s Franchise Systems, LLC, which had a single class of membership interests.

In connection with the Sponsor Acquisition and the formation of Jersey Mike’s HoldCo, LLC, the Company amended and restated its operating agreements to establish three classes of membership interests: Class A-1 Units, Class A-2 Units, and Class B Units. The following table summarizes the authorized, issued, and outstanding membership interests as of December 28, 2025 (in millions):


	Authorized		Issued		Outstanding
Class A-1 Shares		6,071		6,071		6,071
Class A-2 Shares		13		13		13
Class B Shares		320		269		269

Class A-1 and Class A-2 Units have identical economic rights and participate ratably in distributions and allocations of profits and losses, except that the Class A-2 Units were issued to certain members, including as rollover equity in connection with the Sponsor Acquisition. Both Class A-1 and Class A-2 Units generally possess voting rights on matters submitted to the members.

Class B Units represent profit interest awards issued under the Company’s equity incentive arrangements. These units participate in distributions only after the Class A Units have received the return thresholds specified in the operating agreement, and certain Class B Units include catch-up distribution provisions. Class B Units generally do not possess voting rights, other than with respect to limited protective matters. Refer to Note 14, Equity-Based Compensation for additional information.

14. EQUITY-BASED COMPENSATION

During the year ended December 28, 2025, the Company issued profit interest units in the form of Class B Units, (“Incentive Units”) to certain employees and directors pursuant to the Jersey Mike’s Management Aggregator LLC Equity Incentive Plan, which was established in June 2025, and related unit subscription agreements. The Incentive Units are equity-classified awards accounted for under ASC 718, Compensation – Stock Compensation.

One third of the total Incentive Units granted vest ratably over a five-year service period beginning on the grant date, subject to continued service through each applicable vesting date (“Time-Vesting Units”). The remaining two-thirds of the Incentive Units vest upon achievement of specified performance threshold based on Sponsor realized multiples of invested capital and internal rates of return (“Performance-Vesting Units”).

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The Company concluded that the performance conditions associated with the Performance-Vesting Units require the occurrence of a significant distribution or liquidity event and that such event, is not considered probable as of December 28, 2025. Accordingly, no compensation expense has been recognized for these awards. The Company will continue to assess the probability of achieving the performance conditions at each reporting date, and record associated compensation expense as required.

The grant-date fair value of the Class B Units is estimated using a current value method combined with a Monte Carlo simulation model, which incorporates management’s assumptions regarding expected volatility, risk-free interest rates, and the expected time to a liquidity event. Expected volatility is derived from the historical volatility of publicly traded companies operating in the franchise and restaurant sectors that are considered comparable to the Company. The risk-free interest rate is based on the yield of the U.S. Treasury securities with maturities corresponding to the expected term of the awards at the grant date. Expected time to liquidity event represents the expected period until a liquidity event, such as an initial public offering, based on the Company’s expectation as of the grant date. Note that such liquidity event will not automatically result in vesting, and awards will still be subject to the respective time and/or performance conditions previously disclosed.

The significant assumptions used in the valuation of awards granted during the period from January 16, 2025 to December 28, 2025 are as follows:


Risk-free interest rate		3.7	%
Volatility factor (average)		40	%
Dividend yield	—%
Expected time to liquidity event (years)		1.1

The following table summarizes activity for the Company’s Incentive Units for the year ended December 28, 2025:


	Time-Vesting Units						Performance- Vesting Units
	Number of Units			Grant Date Fair Value			Number of Units
Outstanding as of January 16, 2025		—		$	—			—
Granted		99			58			198
Vested		—			—			—
Forfeited		(4	)		(2	)		(23	)
Outstanding as of December 28, 2025		95		$	56			175

The Company recognized $8 million of compensation expense related to the Time-Vesting Units during the period ended December 28, 2025. As of December 28, 2025, $48 million of unrecognized compensation cost related to the Time-Vesting Units remains, which is expected to be recognized over a weighted-average period of 4.3 years.

15. RELATED-PARTY TRANSACTIONS

In the ordinary course of business, the Company enters into transactions with related parties. These transactions are described below.

The Company has relationships with certain franchisees that may be considered variable interest entities (“VIEs”). These franchisees are independently owned and operated, and the Company does not have an equity ownership interest in these entities. The Company’s involvement with these franchisees arises primarily from franchise agreements, as well as, in certain instances, limited guarantees or other forms of financial support.

The Company evaluated these entities and determined that, although certain franchisees may qualify as VIEs, the Company is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact their economic performance. Such activities are primarily controlled by the franchisees, including day-to-day operations, staffing, and local business decisions. Accordingly, the Company does not consolidate these entities.

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The Company’s maximum exposure to loss related to these franchisees is limited to the carrying value of any related receivables and any amounts subject to guarantee arrangements. As of December 28, 2025, the Company’s exposure was not material. All such exposures are presented below.

Due from Unconsolidated Affiliates and Notes Receivable

Amounts due from unconsolidated related party affiliates and notes receivable from related parties totaled less than $1 million and $13 million as of December 28, 2025 and December 31, 2024, respectively, and are recorded within Prepaid expenses and other current assets and Other assets. These balances represent advances and loans made by the Company to entities owned by a minority equity holder, and members of his immediate family. These advances and notes to franchise owners are unsecured, bear varying interest rates, and expected to be repaid to the Company in the normal course of business.

Operating Leases

The Company leases corporate office space from an entity owned by the family of the minority equity holder. Rent expense under this arrangement totaled $1 million, less than $1 million, $1 million, and $1 million for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and the years ended December 31, 2024 and 2023, respectively. These amounts are included within Selling, general, and administrative expense on the Consolidated Statements of Operations. The operating lease right of use asset recorded within Other assets as of December 28, 2025 totaled $4 million for these leases. The operating lease liability totaled $4 million of which approximately $1 million was recorded in Accrued expenses and other current liabilities and approximately $3 million was recorded within Other non-current liabilities.

Revenue

Royalty revenues earned from related party franchise owners represented approximately 1% of total revenues for the periods from January 16 to December 28, 2025 and January 1 to January 15, 2025, and less than 2% of total revenues for each of the years ended December 31, 2024 and 2023. These amounts are included within Royalties and other revenues in the Consolidated Statements of Operations.

Transition Agreement

In connection with the Sponsor Acquisition, the Company entered into a transition agreement with its former Chief Executive Officer, pursuant to which he served as Chair of the Board of Directors of Jersey Mike’s HoldCo, LLC through January 16, 2026. During this period, he continued to receive payment of his base salary and reimbursement for business expenses in accordance with the Company’s expense policy. Total payments under this agreement were approximately $5 million for the period ended December 28, 2025 and were recorded within Selling, general, and administrative expense on the Consolidated Statements of Operations.

Reimbursement Liability to Sponsor

In connection with the Sponsor Acquisition, the Company entered into an administrative service agreement with the Sponsor, pursuant to which the Company is required to pay or reimburse the Sponsor for certain expenses incurred in connection with the monitoring and evaluation of the Company’s operations. As of December 28, 2025, no payments have been made under this agreement. The Company has recorded approximately $2 million within Accrued expenses and other current liabilities as of December 28, 2025 related to this agreement.

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16. EMPLOYEE BENEFITS PLANS

The Company sponsors the Jersey Mike’s 401(k) Plan for eligible employees who meet certain age and service requirements. The Plan is administered by an independent third-party service provider, and participants direct the investment of their account balance among various investment options. The Company provides a matching contribution equal to 100% of employees contributions, up to 3% of the eligible compensation. For the period from January 16 to December 28, 2025 and the years ended December 31, 2024 and 2023, the Company made matching contributions of $2 million, $2 million and $2 million, respectively. These amounts are included within Selling, general, administrative expenses in the Consolidated Statements of Operations. No matching contributions were made for the period from January 1 to January 15, 2025.

17. SEGMENT INFORMATION

The Company operates as a single operating and reportable segment, as its business activities share a common customer base, offer similar products, and utilize consistent production and service processes. Accordingly, management evaluates the business on a consolidated basis.

The Company’s Chief Executive Officer has been identified as the chief decision maker (“CODM”). The CODM reviews financial information presented on a consolidated basis and evaluates operating performance primarily based on consolidated net income including consideration of budget-to-actual and forecast-to-actual variances in allocating resources.

The CODM also reviews certain expense categories, including selling, general, and administrative expenses, advertising expenses, and company-owned store expenses. Segment assets are reported on the Consolidated Balance Sheets, and the CODM does not evaluate asset information on a more disaggregated basis. Revenues and long-lived assets outside the United States are not material.

The following table presents financial information for the Company’s single reportable segment, including significant expense categories regularly reviewed by the CODM:


	Successor			Predecessor
	Period from January 16 to December 28, 2025			Period from January 1 to January 15, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023
Revenue:
Royalties and other revenues	$	464		$	19			434			371
Advertising fees		196			7			183			160
Company-owned stores sales		36			2			36			30
Total revenues		696			28			653			561
Operating expenses:
Selling, general and administrative expense		214			19			349			262
Advertising expenses		207			8			220			208
Depreciation and amortization		96			—			10			10
Company-owned store expenses		28			1			30			24
Total operating expenses		545			28			609			504
Operating income		151			—			44			57
Interest income		(9	)		(1	)		(5	)		(6	)
Interest expense		99			5			43			41
Other expense, net		1			—			—			—
Income (loss) before income tax expense		60			(4	)		6			22
Income tax expense		1			—			1			1
Net income (loss)	$	59		$	(4	)	$	5		$	21

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18. SUBSEQUENT EVENTS

The Company has evaluated events through April 10, 2026, the date these Consolidated Financial Statements were available to be issued, for consideration as a subsequent event to be included in the accompanying Consolidated Financial Statements.

On December 31, 2025, the Company entered into a Master Franchise and Operation Agreement with a related party providing for the development of a minimum of 300 stores to be opened in the United Kingdom and Ireland. The Company is currently evaluating the accounting and disclosure implications of this agreement in accordance with ASC 606 and ASC 850. No amounts related to this agreement have been recorded in the accompanying financial statements.

On January 23, 2026, the Company acquired 10 franchise owner-operated stores located in the Monmouth County, New Jersey area for aggregate consideration of approximately $23 million. No amounts related to this agreement have been recorded in the accompanying financial statements.

On February 9, 2026, the Company entered into a fifth securitization transaction. The Master Issuer issued $760 million Senior Secured Notes (the “Series 2026 Notes”) in two tranches: Series 2026-1 4.952% Fixed Rate Senior Secured Notes, Class A-2-I (“the Series 2026-1 Notes”) and Series 2026-1A 5.481% Fixed Rate Senior Secured Notes, Class A-2-II (“the Series 2026-1A Notes”) with initial principal amounts of $250 million and $510 million, respectively. Interest and principal are payable quarterly. The Series 2026 Notes have a final maturity date of February 2056 and anticipated repayment date of February 2031 (Series 2026-1 Notes) and February 2034 (Series 2026-1A). If the notes are not repaid or refinanced by the anticipated repayment date, additional interest will accrue in accordance with the Indenture.

Pursuant to the Company’s strategy to buy out the remaining contractual rights of subcontracted area directors, the Company terminated area development and service agreements with two area directors effective February 15, 2026 and March 31, 2026 for a total cost of $32 million. As of April 10, 2026, there is one remaining area director agreement accounting for less than 1% of systemwide sales.

******

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in millions)

(Unaudited)


	Successor
	As of			As of
	March 29, 2026			December 28, 2025
Assets
Current assets:
Cash and cash equivalents	$	232		$	215
Restricted cash		44			31
Accounts receivable, net		44			41
Prepaid expenses and other current assets		10			18
Total current assets		330			305
Property and equipment, net		13			9
Trade name		5,710			5,710
Franchise agreements and other intangibles, net		1,704			1,719
Goodwill		408			395
Other assets		46			43
Total assets	$	8,211		$	8,181
Liabilities and members’ equity
Current liabilities:
Accounts payable	$	45		$	22
Accrued expenses and other current liabilities		152			107
Current portion of long-term debt		22			22
Total current liabilities		219			151
Long-term debt, net of current portion		2,077			2,062
Other non-current liabilities		70			65
Total liabilities		2,366			2,278
Commitments and contingencies (Note 9)
Members’ equity
Share capital		6,318			6,318
Additional paid in capital		11			8
Retained deficit		(484	)		(423	)
Total members’ equity		5,845			5,903
Total liabilities and members’ equity	$	8,211		$	8,181

The accompanying unaudited notes are an integral part of these Condensed Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in millions)

(Unaudited)


	Successor						Predecessor
	Thirteen weeks ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 1 to January 15, 2025
Revenue:
Royalties and other revenues	$	122		$	92		$	19
Advertising fees		51			40			7
Company-owned stores sales		12			7			2
Total revenues		185			139			28
Operating expenses:
Selling, general and administrative expense		78			39			19
Advertising expenses		61			44			8
Depreciation and amortization		26			21			—
Company-owned stores expense		8			6			1
Total operating expenses		173			110			28
Operating income		12			29			—
Interest income		(1	)		(3	)		(1	)
Interest expense		30			18			5
Loss on debt extinguishment		7			—			—
Income (loss) before income tax expense		(24	)		14			(4	)
Income tax expense		—			—			—
Net income (loss)	$	(24	)	$	14		$	(4	)
Total comprehensive income (loss)	$	(24	)	$	14		$	(4	)

The accompanying unaudited notes are an integral part of these Condensed Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Members’ Equity (Deficit)

(Amounts in millions)

(Unaudited)


	Predecessor
	Contributed Capital		Retained Deficit			Total Members’ Deficit
Balance as of December 31, 2024		—		(866	)		(866	)
Members’ distributions, net		—		(18	)		(18	)
Net loss		—		(4	)		(4	)
Balance as of January 15, 2025	$	—	$	(888	)	$	(888	)


	Successor
	Share Capital		Additional Paid in Capital		Retained Deficit			Total Members’ Equity
Balance as of January 16, 2025	$	6,317	$	—	$	—		$	6,317
Members’ distributions, net		—		—		(30	)		(30	)
Net income		—		—		14			14
Balance as of March 30, 2025	$	6,317	$	—	$	(16	)	$	6,301


	Successor
	Share Capital		Additional Paid in Capital		Retained Deficit			Total Members’ Equity
Balance as of December 28, 2025	$	6,318	$	8	$	(423	)	$	5,903
Equity-based compensation		—		3		—			3
Members’ distributions, net		—		—		(37	)		(37	)
Net loss		—		—		(24	)		(24	)
Balance as of March 29, 2026	$	6,318	$	11	$	(484	)	$	5,845

The accompanying unaudited notes are an integral part of these Condensed Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in millions)

(Unaudited)


	Successor						Predecessor
	Thirteen weeks ended March 29, 2026			Period from January 16 to March 30, 2025			Period from January 1 to January 15, 2025
Cash flows from operating activities:
Net income (loss)	$	(24	)	$	14		$	(4	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		26			21			—
Amortization of debt discount and deferred financing costs		3			4			—
Loss on extinguishment of debt		7			—			—
Equity-based compensation expense		3			—			—
Changes in operating assets and liabilities								—
Accounts receivable, net		(3	)		(13	)		4
Prepaid expenses and other assets		5			(1	)		(3	)
Accounts payable, accrued expenses, and other liabilities		68			76			3
Payment of assumed transaction bonus liability		—			(411	)		—
Other, net		1			1			—
Net cash provided by (used in) operating activities		86			(309	)		—
Cash flows from investing activities:
Purchases of property and equipment		—			(1	)		—
Capitalized software development costs		(1	)		(1	)		—
Repayment of notes receivable		1			1			5
Acquisition of franchised stores		(23	)		—			—
Net cash provided by (used in) investing activities		(23	)		(1	)		5
Cash flows from financing activities:
Proceeds from issuance securitization debt		760			—			—
Payments on long-term debt		(741	)		(4	)		—
Debt issuance costs		(15	)		(1	)		—
Members’ distributions, net		(37	)		(30	)		14
Net cash provided by (used in) financing activities		(33	)		(35	)		14
Net increase (decrease) in cash, cash equivalents, and restricted	$	30		$	(345	)	$	19
Cash, cash equivalents, and restricted cash at beginning of the year		246			572			843
Cash, cash equivalents, and restricted cash at end of the period	$	276		$	227		$	862
Supplemental cash flow information:
Cash paid for interest	$	25		$	9		$	—

The accompanying unaudited notes are an integral part of these Condensed Consolidated Financial Statements.

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JERSEY MIKE’S HOLDCO, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unless otherwise noted, all amounts are in millions, except share amounts)

(Unaudited)

1. DESCRIPTION OF BUSINESS

Jersey Mike’s HoldCo, LLC, and its wholly owned subsidiaries (collectively, “Jersey Mike’s” or the “Company”) is in the business of franchising and operating Jersey Mike’s restaurants.

As of March 29, 2026, there were a total of 3,300 stores in the Jersey Mike’s system, of which 99% are franchised (including 21 international restaurants) and 36 company-owned stores (all U.S. based).

On January 16, 2025, 90% of the equity interest in Jersey Mike’s HoldCo, LLC was acquired by Submarine Buyer LLC, a Delaware limited liability company controlled by affiliates of Blackstone Inc. (the “Sponsor”). The remaining 10% non-controlling interest was retained by Original 56ers, Inc. (formerly Jersey Mike’s Inc.), a Delaware corporation controlled by the Company’s founder.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The condensed consolidated financial statements of Jersey Mike’s as of March 29, 2026 (Successor) and December 28, 2025 (Successor), for the thirteen weeks ended March 29, 2026 (Successor), and the periods from January 1 to January 15, 2025 (Predecessor) and from January 16 to March 30, 2025 (Successor) are unaudited, and in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the annual financial statements for the fiscal year ended December 28, 2025. The results reported in these financial statements should not be taken as indicative of results that may be expected for the entire fiscal year.

As a result of the Sponsor Acquisition that occurred on January 16, 2025, the Company has presented the results for fiscal year 2025 as two separate periods. The Predecessor period refers to the timeframe prior to January 16, 2025, which was before the Sponsor Acquisition and reflects the financial statements of Jersey Mike’s Franchise Systems, LLC. The Successor period refers to the period beginning on January 16, 2025, and reflects the financial statements of the Company after the Sponsor Acquisition. The Company elected to apply pushdown accounting to the Company’s separate financial statements and Jersey Mike’s Franchise Systems, LLC’s assets and liabilities were adjusted to fair value on the closing date of the Sponsor Acquisition. Due to the change in the basis of accounting, the Condensed Consolidated Financial Statements for the Predecessor and the Successor are not necessarily comparable. Where applicable, a black line separates the Successor and Predecessor periods to highlight the lack of comparability.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Jersey Mike’s HoldCo, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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Fiscal Year

On December 12, 2025, the Board of Directors of Jersey Mike’s HoldCo, LLC approved a change in the Company’s fiscal year end from December 31 to a 52/53-week fiscal year that ends on the last Sunday of the calendar year. This change is effective for fiscal year ended December 28, 2025 and applied prospectively. Prior-period operating results were not adjusted and remain presented on a calendar basis. While the shift affects comparability of fiscal quarters and the annual period for the year ended December 28, 2025, the impact is not material. Due to the fiscal year change, the year ended December 28, 2025 contained 362 days (comprised of 347 days in the Successor period and 15 days in the Predecessor period).

Area Director Costs and Buyouts

The Company historically utilized subcontractors under arrangements known as area development and service agreements. Under these agreements, subcontractors (referred to as area directors) are entitled to receive an agreed-upon fee in exchange for developing and providing ongoing support services to franchise owners within an assigned geographic territory.

Buyout costs recognized were $32 million and $4 million in the thirteen weeks ended March 29, 2026 and period from January 16 to March 30, 2025, respectively. There were no buyouts in the Predecessor period. Such amounts are included within Selling, general and administrative expense on the Condensed Consolidated Statement of Operations.

Equity Offering Costs

The Company expenses costs incurred in connection with proposed equity offerings, including its Initial Public Offering, as incurred. Such costs primarily consist of legal, accounting, consulting and other professional fees. Such amounts are included within Selling, general and administrative expense on the Condensed Consolidated Statement of Operations. The Company does not capitalize deferred offering costs on the Condensed Consolidated Balance Sheets. In the event an equity offering is completed, any previously expensed costs are not reclassified to equity.

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements. There have been no changes to the recently issued accounting pronouncements not yet adopted that were previously disclosed in the 2025 annual financial statements.

3. BUSINESS COMBINATIONS

Related party acquisition of franchise-owned stores

On January 23, 2026, the Company acquired 100% ownership of 10 franchise owner-operated stores located in Monmouth County, New Jersey for aggregate consideration of $23 million from entities controlled by an immediate family member of a minority equity holder. Although the seller is a related party, the Company believes the transaction was conducted on terms consistent with those that would be obtained in an arm’s length transaction. This conclusion is based on management’s evaluation of comparable market transactions.

The purchase price was allocated to the fair value of assets acquired and liabilities assumed. The fair value of reacquired rights was determined as of the acquisition date by management using the discounted cash flows method.

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Under this method, the fair value was determined based on estimated future cash flows arising from the reacquired rights over their estimated economic lives.


	January 23, 2026
Number of acquired stores		10
Purchase price (cash)	$	23
Recognized amounts of identifiable assets acquired and liabilities assumed:
Reacquired rights		9
Goodwill		13
Property, equipment and other assets, net(a)		1

(a)

Primarily consists of property and equipment and insignificant amounts of inventory, cash, security deposits, prepaid rent and lease liabilities.

4. REVENUE RECOGNITION

The following table represents a disaggregation of revenue from contracts with customers for the following periods:


	Successor		Successor		Predecessor
	Thirteen weeks ended March 29, 2026		Period from January 16 to March 30, 2025		Period from January 1 to January 15, 2025
Royalties	$	67	$	52	$	10
Advertising fees		51		40		7
System support revenue		54		39		9
Company-owned store sales		12		7		2
Other revenues		1		1		0
Total revenues	$	185	$	139	$	28

Deferred Revenues

The following table reflects the change in deferred revenues on a consolidated basis during the period from December 28, 2025 to March 29, 2026:


Balance as of December 28, 2025	$	20
Recognized during period and included in the contract liability balance at the beginning of the year		(1	)
Cash receipts, net of amounts recognized during the period		37
Balance as of March 29, 2026	$	56

The Company expects $37 million of Deferred revenue included in the contract liability balance as of March 29, 2026 to be recognized in 2026. The remaining balance will be recognized ratably over varying periods over the next 10 years, consistent with the underlying franchise agreement terms. The Company recognized revenue of $1 million in the period January 16 to March 30, 2025, which was included in the contract liability balance as of January 15, 2025 of $19 million.

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Gift Cards

The Company recognized gift card income of less than $1 million for the thirteen weeks ended March 29, 2026 within Royalties and other revenues on the Condensed Consolidated Statements of Operations. No gift card income was recognized for the period from January 1 to January 15, 2025 and January 16 to March 30, 2025.

For gift card income, the Company estimates breakage and records revenue based on historical redemption patterns, including the timing and channel in which the card was purchased or reloaded, and in accordance with government agencies under unclaimed property laws, where applicable. These gift cards do not have an expiration date, and no service fees are charged on them. The gift card liability as of March 29, 2026 was $57 million and was included in Accrued expenses and other current liabilities. The vast majority of this balance will be used to reimburse stores upon redemption by the consumer.

5. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of Goodwill consist of the following:


	Successor
Balance as of December 28, 2025	$	395
Acquisitions		13
Balance as of March 29, 2026	$	408

Intangible assets, net consist of the following as of March 29, 2026 and December 28, 2025:


	Successor
	As of March 29, 2026						As of December 28, 2025
	Gross Carrying Value		Accumulated Amortization		Net Balance		Gross Carrying Value		Accumulated Amortization		Net Balance
Indefinite-lived Assets
Trade name	$	5,710	$	—	$	5,710	$	5,710	$	—	$	5,710
Definite-lived Assets
Franchise agreements(c)	$	1,757	$	105	$	1,652	$	1,757	$	84	$	1,673
Technology(b)		57		13		44		56		10		46
Reacquired franchise rights(a)		9		1		8		—		—		—
Sub-total	$	1,823	$	119	$	1,704	$	1,813	$	94	$	1,719
Total intangible assets	$	7,533	$	119	$	7,414	$	7,523	$	94	$	7,429

(a)

Reacquired franchise rights represent contractual rights previously granted to franchise owners that were reacquired by the Company. Management has evaluated the terms of the reacquired agreements and determined that no settlement gain or loss was required. The useful life varies based on the remaining term of the reacquired agreement, ranging up to eight years.

(b)

Technology is internally developed and includes the Company’s website, app, and point-of-sale system. The useful life is five years for the technology valued as part of the Sponsor Acquisition and all other capitalized software development costs.

(c)

Estimated useful life is 20 years.

Amortization expense related to definite-lived intangible assets was $25 million for the thirteen weeks ended March 29, 2026 and $20 million and less than $1 million for the periods from January 16 to March 30, 2025 and January 1 to January 15, 2025, respectively. These amounts are reported within Depreciation and amortization on the Condensed Consolidated Statements of Operations.

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Estimated future amortization expense for the next five years and thereafter as of March 29, 2026, is as follows:


2026	$	75
2027		101
2028		101
2029		101
2030		91
Thereafter		1,235
Total	$	1,704

6. LONG-TERM DEBT

Long-term debt consists of the following as of March 29, 2026 and December 28, 2025:


	Successor
	As of March 29, 2026					As of December 28, 2025
Securitization Financing Facility:	Amount		Weighted Average Rate			Amount		Weighted Average Rate
Series 2019 Notes	$	—		—	%	$	488		4.433	%
Series 2021-1 Notes		—		—	%		241		2.891	%
Series 2021-1A Notes		227		2.493	%		226		2.493	%
Series 2024 Notes		737		5.636	%		738		5.636	%
Series 2025 Notes		398		5.610	%		399		5.610	%
Series 2026-1 Notes		250		4.952	%		—		—	%
Series 2026-1A Notes		510		5.481	%		—		—	%
Total Debt, net of discount(a)		2,122		5.177	%		2,092		4.695	%
Less: Debt issuance costs, net		23					8
Less: Current portion of long-term debt		22					22
Total long-term debt, net	$	2,077				$	2,062

(a)

Includes a purchase accounting fair value adjustment of ($25) million and ($35) million as of March 29, 2026 and December 28, 2025 respectively; actual payments due as of March 29, 2026 are $2,147 million.

(b)

Weighted average interest rates are fixed.

Securitization Financing Facility

On December 23, 2019, the Company entered into a securitization financing arrangement pursuant to which Jersey Mike’s Funding, LLC (the “Master Issuer”), a limited‐purpose, bankruptcy-remote, wholly owned indirect subsidiary of the Company, issued secured notes under a base indenture (the “Indenture”). The Indenture allows the Master Issuer to issue multiple series of notes (collectively, the “Securitization Notes”). The Securitization Notes are guaranteed by certain subsidiaries of the Company and secured by substantially all assets of the securitization entities, including intellectual property, such as trademarks and software, as well as all franchise agreements and area development agreements, and substantially all related rights associated with the JERSEY MIKE’S brand (collectively, the “Securitization Assets”).

Prepayment of the 2019 Notes and the 2021-1 Notes

On January 26, 2026, the Company delivered an optional prepayment notice to the trustee indicating its intent to prepay the 2019 Notes and the 2021-1 Notes in full on February 9, 2026. The Company’s obligation to complete the prepayment was conditioned on the successful issuance of a new series of notes. No make-whole prepayment consideration was due under the Series 2019 or Series 2021-1 supplement. The Series 2019 optional prepayment consisted of $491 million of outstanding principal and $5 million of accrued and unpaid interest through the prepayment date. The Series 2021-1 optional prepayment consisted of $246 million of outstanding principal and $2 million of accrued and unpaid interest through the prepayment date.

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In connection with the prepayment of the 2019 Notes and 2021-1 Notes, the Company recognized a loss on extinguishment of debt of $7 million primarily related to the write-off of unamortized debt issuance costs and original issue discounts. This loss is presented within Loss on debt extinguishment in the Condensed Consolidated Statement of Operations.

Series 2026 Notes

On February 9, 2026, the Master Issuer issued an additional $760 million of senior secured notes (the “Series 2026 Notes”) in two tranches to finance the repayment of the 2019 Notes and 2021-1 Notes:

•

$250 million of Series 2026-1 4.952% Fixed Rate Senior Secured Notes, Class A-2-I (“the Series 2026-1 Notes”)

•

$510 million of Series 2026-1A 5.481% Fixed Rate Senior Secured Notes, Class A-2-II (“the Series 2026-1A Notes”)

Interest and principal on these notes are payable quarterly. The Series 2026 Notes have a final maturity date of February 2056 and anticipated repayment dates of February 2031 for the Series 2026-1 Senior Notes and February 2034 for the Series 2026-1A Senior Notes, respectively. If the notes are not repaid or refinanced by the respective anticipated repayment dates, additional interest will accrue in accordance with the Indenture. As of March 26, 2026, the aggregate principal outstanding amount of the Series 2026 Notes was $760 million. The Company incurred $15 million of new debt issuance costs, which were capitalized and are being amortized to interest expense over the term of the Series 2026 Notes using the effective interest method.

Covenants and Restrictions

As of March 29, 2026, the Company’s leverage ratio exceeded 5.0x and accordingly, the Company was required to make total principal payments of $5 million related to the Series 2019 Notes, the Series 2021 Notes, the 2024 Notes and the 2025 Notes. As of March 29, 2026, the Company was in compliance with all financial covenants under the securitization agreements.

As of March 29, 2026, the Company had accrued interest of $14 million within Accrued expense and other current liabilities. As of March 29, 2026, the principal payments on Long-term debt due over the next five years and thereafter are as follows:


2026	$	16
2027		22
2028		22
2029		258
2030		19
Thereafter		1,810
Total	$	2,147

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7. FAIR VALUE MEASUREMENTS

The Company estimates the carrying values of Cash and cash equivalents, Restricted cash, Accounts receivable, net, Prepaid expenses and other current assets, Accounts payable, Accrued expenses and other current liabilities, notes payable and borrowings under our variable funding facility approximate their fair values because of the short-term nature of these instruments. The fair value of notes receivable, net of allowances and lease guarantees, adjusted for subsequent amortization, also approximates their carrying value.

The carrying and fair value of debt is presented as follows:


	Successor
	As of March 29, 2026				As of December 28, 2025
	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Securitization Financing Facility:
Series 2019	$	—	$	—	$	491	$	492
Series 2021 Class A-2-I		—		—		246		243
Series 2021 Class A-2-II		246		230		246		230
Series 2024		743		755		744		761
Series 2025		398		404		399		408
Series 2026 Class A-2-I		250		247		—		—
Series 2026 Class A-2-II		510		505		—		—

The fair value of the Securitization Financing Facility Notes was estimated using market quotes and calculations.

8. INCOME TAXES

As of March 29, 2026, the Company had a net deferred tax liability of $14 million arising from book–tax basis differences in intangible assets recognized as part of purchase accounting for the Sponsor Acquisition recorded in Other non-current liabilities.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2021. As of March 29, 2026 and December 28, 2025, the Company has no unrecognized tax benefits, or accrued interest and penalties.

9. COMMITMENTS AND CONTINGENCIES

The Company is subject to various legal proceedings, claims and liabilities arising in the ordinary course of business, including matters involving employees, franchise owners, and guests. The Company records accruals for legal contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. As of March 29, 2026 and December 28, 2025, management believes the ultimate resolution of any matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

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10. MEMBERS’ EQUITY (DEFICIT)

Prior to January 16, 2025, the Company operated as Jersey Mike’s Franchise Systems, LLC, which had a single class of membership interests.


	Authorized		Issued		Outstanding
Class A-1 Shares		6,071		6,071		6,071
Class A-2 Shares		13		13		13
Class B Shares		320		265		265

Class B Units represent profit interest awards issued under the Company’s equity incentive arrangements. These units participate in distributions only after the Class A Units have received the return thresholds specified in the operating agreement, and certain Class B Units include catch-up distribution provisions. Class B Units generally do not possess voting rights, other than with respect to limited protective matters. Refer to Note 11, Equity-Based Compensation for additional information.

11. EQUITY-BASED COMPENSATION

The Company recognized equity-based compensation expense related to profit interest units in the form of Class B Units (“Incentive Units”) that vest ratably over a five-year service period beginning on the grant date, subject to continued service through each applicable vesting date (“Time-Vesting Units”), of $3 million for the thirteen weeks ended March 29, 2026. No equity-based compensation expense was recognized in the periods January 1 to January 15, 2025 and January 16 to March 30, 2025. No expense has been recognized related to the Incentive Units that vest upon achievement of specified performance thresholds based on Sponsor realized multiples of invested capital and internal rates of return (“Performance-Vesting Units”) as the Company has concluded it is not probable such units will vest as of March 29, 2026.

The following table summarizes activity for the Company’s Incentive Units for the thirteen weeks ended March 29, 2026:


	Time-Vesting Units						Performance- Vesting Units
	Number of Units			Grant Date Fair Value			Number of Units
Nonvested as of December 28, 2025		95		$	56			175
Granted		2			1			3
Vested		(8	)		(5	)		—
Forfeited		(3	)		(1	)		(7	)
Nonvested as of March 29, 2026		86		$	51			171

As of March 29, 2026, $45 million of unrecognized compensation cost related to the Time-Vesting Units remains, which is expected to be recognized over a weighted-average period of 4.1 years.

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12. RELATED-PARTY TRANSACTIONS

In the ordinary course of business, the Company enters into transactions with related parties. These transactions are described below.

The Company’s maximum exposure to loss related to these franchisees is limited to the carrying value of any related receivables and any amounts subject to guarantee arrangements. As of March 29, 2026, the Company’s exposure was not material. All such exposures are presented below.

Due from Unconsolidated Affiliates and Notes Receivable

Amounts due from unconsolidated related party affiliates and notes receivable from related parties totaled less than $1 million as of March 29, 2026 and December 28, 2025, respectively, and are recorded within Prepaid expenses and other current assets and Other assets. These balances represent advances and loans made by the Company to entities owned by a minority equity holder, and members of his immediate family. These advances and notes to franchise owners are unsecured, bear varying interest rates, and expected to be repaid to the Company in the normal course of business.

Operating Leases

The Company leases corporate office space from an entity owned by the family of the minority equity holder. Rent expense under this arrangement totaled less than $1 million for the thirteen weeks ended March 29, 2026 and the periods from January 16 to March 30, 2025 and January 1 to January 15, 2025, respectively. These amounts are included within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations. The operating lease right of use asset recorded within Other assets as of March 29, 2026 and December, 28, 2025 totaled $4 million for these leases. The operating lease liability as of March 29, 2026 and December 28, 2025 totaled $4 million of which approximately $1 million was recorded in Accrued expenses and other current liabilities and approximately $3 million was recorded within Other non-current liabilities.

Franchise Owner Ownership

Royalty revenues earned from related party franchise owners represented less than 1% of total revenues for the thirteen weeks ended March 29, 2026 and approximately 1% of total revenues for the periods from January 16 to March 30, 2025 and January 1 to January 15, 2025. These amounts are included within Royalties and other revenues in the Condensed Consolidated Statements of Operations.

On December 31, 2025, the Company entered into a Master Franchise and Operation Agreement with an entity controlled by our founder providing for the development of a minimum of 300 stores to be opened in the United Kingdom and Ireland. No amounts related to this agreement have been recorded in the accompanying financial statements.

Refer to Note 3 for information regarding a related party acquisition of franchise-owned stores.

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Transition Agreement

In connection with the Sponsor Acquisition, the Company entered into a transition agreement with its former Chief Executive Officer, pursuant to which he served as Chair of the Board of Directors of Jersey Mike’s HoldCo, LLC through January 16, 2026. During this period, he continued to receive payment of his base salary and reimbursement for business expenses in accordance with the Company’s expense policy. Total payments under this agreement were less than $1 million for the thirteen weeks ended March 29, 2026 and approximately $5 million for the annual period ended December 28, 2025 and were recorded within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

Reimbursement Liability to Sponsor

In connection with the Sponsor Acquisition, the Company entered into an administrative service agreement with the Sponsor, pursuant to which the Company is required to pay or reimburse the Sponsor for certain expenses incurred in connection with the monitoring and evaluation of the Company’s operations. As of December 28, 2025, no payments have been made under this agreement. The Company had recorded approximately $2 million within Accrued expenses and other current liabilities as of December 28, 2025 related to this agreement, which was subsequently paid within the thirteen weeks ended March 29, 2026.

13. SEGMENT INFORMATION

The Company operates as a single reportable segment and reports financial information, including Net income determined in accordance with GAAP, among other measures, on a consolidated basis to our Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”). The CODM uses Net income to make operating decisions, allocate resources, and evaluate financial performance, primarily by monitoring actual results compared to forecasted results, as well as by reviewing year-over-year results and trending historical performance. The CODM also uses Net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of actual versus forecasted results are used in assessing the performance of the segment.

The CODM reviews significant segment expenses for our single reportable segment. Significant segment expenses include Selling, general and administrative expenses, Advertising expenses, and Depreciation and amortization, all of which are presented in our Condensed Consolidated Statements of Operations. Other segment items include Interest income, Interest expense, Loss on extinguishment of debt, and Income tax expense, which are also presented in our Condensed Consolidated Statements of Operations.

14. SUBSEQUENT EVENTS

The Company has evaluated events through May 15, 2026, the date these Condensed Consolidated Financial Statements were available to be issued, for consideration as a subsequent event to be included in the accompanying Condensed Consolidated Financial Statements.

Pursuant to the Company’s strategy to buy out the remaining contractual rights of subcontracted area directors, the Company terminated an area development and service agreement with one area director effective April 30, 2026 for a total cost of $16 million.

******

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Jersey Mike’s Subs Inc.

Class A Common Stock

PRELIMINARY PROSPECTUS
,

Global Coordinators and Joint Bookrunning Managers


Morgan Stanley		Jefferies		J.P. Morgan

Co-Global Coordinators and Joint Bookrunning Managers


Barclays	Guggenheim Securities

Joint Bookrunning Managers


BofA Securities	Goldman Sachs & Co. LLC		Evercore ISI	UBS Investment Bank		Baird

Wells Fargo Securities	William Blair		RBC Capital Markets	Deutsche Bank Securities		Wolfe \| Nomura Alliance

Piper Sandler	Raymond James		Stifel	TD Securities		BTIG

Mizuho		Societe Generale			Truist Securities

Co-Managers


Blackstone Capital Markets	Loop Capital Markets	Tigress Financial Partners

Through and including , 202 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses payable by the Registrant expected to be incurred in connection with the issuance and distribution of the shares of Class A common stock being registered hereby (other than underwriting discounts and commissions). All of such expenses are estimates, other than the filing and listing fees payable to the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., and the NYSE.


Filing Fee—Securities and Exchange Commission	$	13,810
Fee—Financial Industry Regulatory Authority, Inc.		15,500
Listing Fee—NYSE		*
Fees of Transfer Agent		*
Fees and Expenses of Counsel		*
Fees and Expenses of Accountants		*
Printing Expenses		*
Miscellaneous Expenses		*
Total	$	*

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, allows a corporation to provide in its certificate of incorporation that a director and certain officers of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except where the director or officer breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, or obtained an improper personal benefit. In addition, no provision may limit or eliminate the liability of a director for the authorization of the payment of a dividend or a stock repurchase or redemption in violation of Delaware corporate law, and no provision may limit or eliminate the liability of an officer in any action by or in the right of the Company, including any derivative claim. Our amended and restated certificate of incorporation provides for this limitation of liability to the fullest extent permitted by law, as it exists now or may exist in the future. Our amended and restated certificate of incorporation further provides that no amendment to our exculpation provision will limit or eliminate the rights or protections of officers with respect to acts or omissions occurring prior to the time of the amendment.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that their conduct was illegal. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee, or agent of another corporation or enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee, or agent is adjudged to be liable to the corporation. Where directors or certain officers are successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify them against the expenses such officer or director has actually and reasonably incurred.

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Section 145 also provides that the expenses incurred by a director, officer, employee, or agent of the corporation or a person serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise in defending any action, suit, or proceeding may be paid in advance of the final disposition of the action, suit, or proceeding, subject, in the case of current officers and directors, to the corporation’s receipt of an undertaking by or on behalf of such officer or director to repay the amount so advanced if it shall be ultimately determined that such person is not entitled to be indemnified.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of their status as such, whether or not the corporation would otherwise have the power to indemnify them under Section 145.

Our amended and restated bylaws will provide that, subject to limited exceptions, we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under our amended and restated bylaws or otherwise.

The rights to indemnification and advancement of expenses set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

We intend to enter into indemnification agreements with our directors and executive officers. These agreements will require us, subject to limited exceptions, to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses they incur as a result of any proceeding to which they are or are threatened to be made a party or participant. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors or executive officers, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On February 24, 2026, in connection with its incorporation, the Registrant issued 10,000 shares of the Registrant’s Class B common stock, par value $0.0001 per share, to Jersey Mike’s HoldCo, LLC, for $1.00. The issuance of such shares of Class B common stock was not registered under the Securities Act, because the shares were offered and sold in a transaction by the issuer not involving any public offering exempt from registration under Section 4(a)(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits. See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.

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(b) Financial Statement Schedules. Financial statement schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.

ITEM 17. UNDERTAKINGS

(1)

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(2)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(3)

The undersigned registrant hereby undertakes that,

(A)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(B)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C)

For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(D)

For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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EXHIBIT INDEX


Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1*		Form of Amended and Restated Certificate of Incorporation of the Registrant
3.2*		Form of Amended and Restated Bylaws of the Registrant
4.1		Base Indenture dated as of December 23, 2019, by and between Jersey Mike’s Funding, LLC and Citibank, N.A., as trustee
4.2		Series 2021-1 Supplement to the Base Indenture, dated as of December 9, 2021, by and between Jersey Mike’s Funding, LLC and Citibank, N.A., as trustee
4.3		Series 2024-1 Supplement to the Base Indenture, dated as of December 18, 2024, by and between Jersey Mike’s Funding, LLC and Citibank, N.A., as trustee
4.4		Series 2025-1 Supplement to the Base Indenture, dated as of July 24, 2025, by and between Jersey Mike’s Funding, LLC and Citibank, N.A., as trustee
4.5		Series 2026-1 Supplement to the Base Indenture, dated as of February 9, 2026, by and between Jersey Mike’s Funding, LLC and Citibank, N.A., as trustee
4.6		First Amendment to Class A-1 Note Purchase Agreement, dated January 17, 2025 by and between Jersey Mike’s Funding, LLC and Citibank, N.A., as trustee
5.1*		Opinion of Simpson Thacher & Bartlett LLP
10.1*		Form of Third Amended and Restated Limited Liability Company Agreement of Jersey Mike’s HoldCo, LLC
10.2*		Form of Tax Receivable Agreement
10.3*		Form of Exchange Agreement
10.4*		Form of Registration Rights Agreement
10.5*		Form of Stockholders Agreement
10.6*		Form of Indemnification Agreement
10.7		Administrative Services Agreement, dated as of January 16, 2025, by and between Jersey Mike’s HoldCo, LLC, Jersey Mike’s Franchise Systems, LLC, Blackstone Management Partners L.L.C., and Blackstone Private Investments Advisors L.L.C.
10.8		Investor Information Agreement dated as of January 16, 2025, by and between Jersey Mike’s HoldCo, LLC, Jersey Mike’s Franchise Systems, LLC, Blackstone Capital Partners IX L.P., and Blackstone Private Equity Strategies Fund L.P.
10.9*†		Form of Jersey Mike’s Subs Inc. Omnibus Incentive Plan
10.10†		Jersey Mike’s Subs Inc. Employment Agreement, dated April 23, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Charles R. Morrison
10.11†		Employment Agreement, dated November 10, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Michele Allen
10.12†		Employment Agreement, dated July 11, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Stacy Peterson
10.13†		Employment Agreement, dated October 21, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Scott G. McLester
10.14†		Employment Agreement, dated August 23, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Betsy J. Mercado
10.15†		Employment Agreement, dated November 8, 2024, by and between Jersey Mike’s Franchise Systems, LLC and Peter Cancro
10.16†		Amendment to Employment Agreement, dated January 15, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Peter Cancro
10.17†		Employment Agreement, dated May 13, 2016, by and between Jersey Mike’s Franchise Systems, LLC and Walter C. Tombs
10.18†		Transition Services Agreement, dated December 10, 2025, by and between Jersey Mike’s Franchise Systems, LLC and Walter C. Tombs
10.19*†		Jersey Mike’s Management Aggregator LLC Equity Incentive Plan
10.20*†		Form of Incentive Unit Subscription Agreement (Class B Units of the Aggregator) (General)
10.21◊		Master Franchise and Operation Agreement, dated as of December 31, 2025, by and between Jersey Mike’s Franchise Systems, LLC and JM Submarines UK LTD
10.22*†		Jersey Mike’s Subs Inc. Employee Stock Purchase Plan
21.1		Subsidiaries of the Registrant
23.1		Consent of Deloitte & Touche LLP as to Jersey Mike’s Subs Inc.
23.2		Consent of Deloitte & Touche LLP as to Jersey Mike’s HoldCo, LLC
23.3		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1)
24.1		Power of Attorney (included in signature pages of this Registration Statement)
107		Filing Fee Table

* To be filed by amendment.

† Management contract or compensatory plan or arrangement.

◊ Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tinton Falls, State of New Jersey, on the 2nd day of July, 2026.


Jersey Mike’s Subs Inc.

By:	/s/ Charles R. Morrison
Name:	Charles R. Morrison
Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Charles R. Morrison, Michele Allen, and Scott G. McLester, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for the person and in their name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated on the 2nd day of July, 2026.


Signature		Title

/s/ Charles R. Morrison		Chief Executive Officer and Director
Charles R. Morrison		(principal executive officer)

/s/ Nigel Travis		Chairman
Nigel Travis		Chairman

/s/ Peter Cancro		Director
Peter Cancro		Director

/s/ Fran Horowitz		Director
Fran Horowitz		Director

/s/ David N. Kestnbaum		Director
David N. Kestnbaum		Director

/s/ Cheryl S. Miller		Director
Cheryl S. Miller		Director

/s/ Devon L. Rinker		Director
Devon L. Rinker		Director

/s/ Michael J. Staub		Director
Michael J. Staub		Director

/s/ Michele Allen		Chief Financial Officer
Michele Allen		(principal financial officer)

/s/ James Whalen		Chief Accounting Officer
James Whalen		(principal accounting officer)

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Exhibit 4.1

Dated as of December 23, 2019

Base Indenture

between

Jersey Mike’s Funding, LLC,

as Master Issuer,

and

Citibank, N.A.,

as Trustee and Securities Intermediary


TABLE OF CONTENTS

		Page

Article I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Cross-References	1
Section 1.03	Accounting Terms; Accounting and Financial Determinations; No Duplication	1
Section 1.04	Rules of Construction	2

Article II THE NOTES		3
Section 2.01	Designation and Terms of Notes	3
Section 2.02	Notes Issuable in Series	4
Section 2.03	Series Supplement for Each Series	9
Section 2.04	Execution and Authentication	10
Section 2.05	Registrar and Paying Agent	11
Section 2.06	Paying Agent to Hold Money in Trust	12
Section 2.07	Noteholder List	13
Section 2.08	Transfer and Exchange	13
Section 2.09	Persons Deemed Owners	14
Section 2.10	Replacement Notes	14
Section 2.11	Treasury Notes	15
Section 2.12	Book-Entry Notes	15
Section 2.13	Definitive Notes	17
Section 2.14	Cancellation	17
Section 2.15	Principal and Interest	18
Section 2.16	Tax Treatment	18
Section 2.17	Tax Withholding	18

Article III SECURITY		19
Section 3.01	Grant of Security Interest	19
Section 3.02	Certain Rights and Obligations of the Master Issuer Unaffected	21
Section 3.03	Performance of Collateral Transaction Documents	22
Section 3.04	Stamp, Other Similar Taxes and Filing Fees	22
Section 3.05	Authorization to File Financing Statements	22

Article IV REPORTS		23
Section 4.01	Reports and Instructions to Trustee	23
Section 4.02	Rule 144A Information	25
Section 4.03	Reports, Financial Statements and Other Information to Noteholders	25
Section 4.04	Manager	26
Section 4.05	No Constructive Notice	27

Article V ALLOCATION AND APPLICATION OF COLLECTIONS		27
Section 5.01	Administration of Accounts and Additional Accounts	27
Section 5.02	Management Accounts and Additional Accounts	27
Section 5.03	Senior Notes Interest Reserve Account	29
Section 5.04	Senior Subordinated Notes Interest Reserve Account	30
Section 5.05	Vendor Program Payment Reserve Account	30
Section 5.06	Cash Trap Reserve Account	31
Section 5.07	Collection Account	32

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		Page

Section 5.08	Collection Account Administrative Accounts	32
Section 5.09	Hedge Payment Account	34
Section 5.10	Trustee as Securities Intermediary	35
Section 5.11	Establishment of Series Accounts; Legacy Accounts	36
Section 5.12	Deposits, Withdrawals and Collections	36
Section 5.13	Application of Weekly Collections on Weekly Allocation Dates	42
Section 5.14	Quarterly Payment Date Applications	47
Section 5.15	Determination of Quarterly Interest	60
Section 5.16	Determination of Quarterly Principal	60
Section 5.17	Prepayment of Principal	60
Section 5.18	Retained Collections Contributions	60
Section 5.19	Interest Reserve Letters of Credit	61
Section 5.20	Replacement of Ineligible Accounts	62
Section 5.21	Instructions and Directions	63

Article VI DISTRIBUTIONS		63
Section 6.01	Distributions in General	63

Article VII REPRESENTATIONS AND WARRANTIES		64
Section 7.01	Existence and Power	64
Section 7.02	Company and Governmental Authorization	64
Section 7.03	No Consent	64
Section 7.04	Binding Effect	64
Section 7.05	Litigation	65
Section 7.06	ERISA	65
Section 7.07	Tax Filings and Expenses	65
Section 7.08	Disclosure	65
Section 7.09	1940 Act	66
Section 7.10	Regulations T, U and X	66
Section 7.11	Solvency	66
Section 7.12	Ownership of Equity Interests; Subsidiaries	66
Section 7.13	Security Interests	67
Section 7.14	Related Documents	68
Section 7.15	Non-Existence of Other Agreements	68
Section 7.16	Compliance with Contractual Obligations and Laws	68
Section 7.17	Other Representations	68
Section 7.18	No Employees	68
Section 7.19	Insurance	68
Section 7.20	Environmental Matters	69
Section 7.21	Intellectual Property	69

Article VIII COVENANTS		71
Section 8.01	Payment of Notes	71
Section 8.02	Maintenance of Office or Agency	71
Section 8.03	Payment and Performance of Obligations	71
Section 8.04	Maintenance of Existence	72
Section 8.05	Compliance with Laws	72

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Section 8.06	Inspection of Property; Books and Records	72
Section 8.07	Actions under the Collateral Transaction Documents and Related Documents	72
Section 8.08	Notice of Defaults and Other Events	74
Section 8.09	Notice of Material Proceedings	74
Section 8.10	Further Requests	74
Section 8.11	Further Assurances	74
Section 8.12	Liens	76
Section 8.13	Other Indebtedness	76
Section 8.14	Bankruptcy Proceedings	76
Section 8.15	Mergers	76
Section 8.16	Asset Dispositions	77
Section 8.17	Acquisition of Assets	79
Section 8.18	Dividends, Officers’ Compensation, etc	79
Section 8.19	Legal Name, Location Under Section 9-301 or 9-307	79
Section 8.20	Charter Documents	80
Section 8.21	Investments	80
Section 8.22	No Other Agreements	80
Section 8.23	Other Business	80
Section 8.24	Maintenance of Separate Existence	81
Section 8.25	Covenants Regarding the Securitization IP	82
Section 8.26	1940 Act	84
Section 8.27	Real Property	84
Section 8.28	No Employees	84
Section 8.29	Insurance	84
Section 8.30	Litigation	84
Section 8.31	Enhancements	84
Section 8.32	Environmental	84
Section 8.33	Series Hedge Agreements; Derivatives Generally	85
Section 8.34	Additional Securitization Entity	85
Section 8.35	Subordinated Notes Repayments	86
Section 8.36	Tax Lien Reserve Amount	86
Section 8.37	Required Balance	87
Section 8.38	Modification of Contributed Assets	87
Section 8.39	Area Director Optional Termination Payments	87
Section 8.40	Franchisee Note Cancellation Payments	87
Section 8.41	Elective Franchise-Related Payments	87

Article IX REMEDIES		88
Section 9.01	Rapid Amortization Events	88
Section 9.02	Events of Default	88
Section 9.03	Rights of the Control Party and Trustee upon Event of Default	92
Section 9.04	Waiver of Appraisal, Valuation, Stay and Right to Marshaling	94
Section 9.05	Limited Recourse	95
Section 9.06	Optional Preservation of the Securitized Assets	95
Section 9.07	Waiver of Past Events	95
Section 9.08	Control by the Control Party	96
Section 9.09	Limitation on Suits	96

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Section 9.10	Unconditional Rights of Holders to Receive Payment	97
Section 9.11	The Trustee May File Proofs of Claim	97
Section 9.12	Undertaking for Costs	97
Section 9.13	Restoration of Rights and Remedies	98
Section 9.14	Rights and Remedies Cumulative	98
Section 9.15	Delay or Omission Not Waiver	98
Section 9.16	Waiver of Stay or Extension Laws	98

Article X THE TRUSTEE		98
Section 10.01	Duties of the Trustee	98
Section 10.02	Rights of the Trustee	102
Section 10.03	Individual Rights of the Trustee	105
Section 10.04	Notice of Events of Default and Defaults	105
Section 10.05	Compensation and Indemnity	105
Section 10.06	Replacement of the Trustee	106
Section 10.07	Successor Trustee by Merger, etc	107
Section 10.08	Eligibility Disqualification	107
Section 10.09	Appointment of Co-Trustee or Separate Trustee	107
Section 10.10	Representations and Warranties of Trustee	109

Article XI CONTROLLING CLASS REPRESENTATIVE AND CONTROL PARTY		109
Section 11.01	Controlling Class Representative	109
Section 11.02	Resignation or Removal of the Controlling Class Representative	112
Section 11.03	Expenses and Liabilities of the Controlling Class Representative	112
Section 11.04	Control Party	113
Section 11.05	Note Owner List	114

Article XII DISCHARGE OF INDENTURE		115
Section 12.01	Termination of the Master Issuer’s and Guarantors’ Obligations	115
Section 12.02	Application of Trust Money	118
Section 12.03	Repayment to the Master Issuer	118
Section 12.04	Reinstatement	118

Article XIII AMENDMENTS		119
Section 13.01	Without Consent of the Control Party, the Controlling Class Representative or the Noteholders	119
Section 13.02	With Consent of the Controlling Class Representative or the Noteholders	121
Section 13.03	Supplements	123
Section 13.04	Revocation and Effect of Consents	123
Section 13.05	Notation on or Exchange of Notes	124
Section 13.06	The Trustee to Sign Amendments, etc	124
Section 13.07	Amendments and Fees	124
Section 13.08	Amendments to Certain Related Documents	124

Article XIV MISCELLANEOUS		130
Section 14.01	Notices	130
Section 14.02	Communication by Holders With Other Holders	132

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		Page

Section 14.03	Officer’s Certificate as to Conditions Precedent	132
Section 14.04	Statements Required in Certificate	133
Section 14.05	Rules by the Trustee	133
Section 14.06	Benefits of Indenture	133
Section 14.07	Payment on Business Day	133
Section 14.08	Governing Law	133
Section 14.09	Successors	133
Section 14.10	Severability	133
Section 14.11	Counterpart Originals	133
Section 14.12	Table of Contents, Headings, etc	134
Section 14.13	No Bankruptcy Petition Against the Securitization Entities	134
Section 14.14	Recording of Indenture	134
Section 14.15	Waiver of Jury Trial	134
Section 14.16	Submission to Jurisdiction; Waivers	134
Section 14.17	Permitted Asset Dispositions; Release of Collateral	135
Section 14.18	Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio	135
Section 14.19	Instructions and Directions on Behalf of the Master Issuer	136


ANNEXES

Annex A	—	Base Indenture Definitions List

EXHIBITS

Exhibit A	—	Weekly Manager’s Certificate
Exhibit B-1	—	Form of Notice of Grant of Security Interest in Trademarks
Exhibit B-2	—	Form of Notice of Grant of Security Interest in Patents
Exhibit B-3	—	Form of Grant of Security Interest in Copyrights
Exhibit C-1	—	Form of Supplemental Notice of Grant of Security Interest in Trademarks
Exhibit C-2	—	Form of Supplemental Notice of Grant of Security Interest in Patents
Exhibit C-3	—	Form of Supplemental Grant of Security Interest in Copyrights
Exhibit D	—	Form of Investor Request Certification
Exhibit E	—	Form of CCR Election Notice
Exhibit F	—	Nomination for Controlling Class Representative
Exhibit G	—	Ballot for Controlling Class Representative
Exhibit H	—	Form of CCR Acceptance Letter
Exhibit I	—	Form of Note Owner Certificate
Exhibit J	—	Form of Ad Hoc CCR Ballot

SCHEDULES

Schedule 7.13(a)	—	Non-Perfected Liens
Schedule 7.19	—	Insurance

(v)

BASE INDENTURE, dated as of December 23, 2019, by and among JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary (in such capacity, the “Securities Intermediary”).

W I T N E S S E T H:

WHEREAS, the Master Issuer has duly authorized the execution and delivery of this Base Indenture to provide for the issuance from time to time of one or more Series of asset backed notes (the “Notes”), as provided in this Base Indenture and any Series Supplement; and WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Master Issuer, in accordance with its terms, have been done, and the Master Issuer proposes to do all the things necessary to make the Notes, when executed by the Master Issuer and authenticated and delivered by the Trustee hereunder and duly issued by the Master Issuer, the legal, valid and binding obligations of the Master Issuer as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders (in accordance with the priorities set forth herein and in any Series Supplement), as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. (a) Capitalized terms used herein and not otherwise defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Base Indenture Definitions List attached hereto as Annex A (the “Base Indenture Definitions List”), as such Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof.

(b)

Any terms used in the Indenture (including without limitation, for purposes of Article III (Security)) that are defined in the UCC shall be construed and defined as set forth in the UCC, unless otherwise defined in the Indenture.

Section 1.02 Cross-References. Unless otherwise specified, references in the Indenture and in each other Related Document to any Article or Section are references to such Article or Section of the Indenture or such other Related Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.03 Accounting Terms; Accounting and Financial Determinations; No Duplication. (a) All accounting terms not specifically or completely defined in the Indenture or the Related Documents shall be construed in conformity with GAAP.

(b)

Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture or any other Related Document, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture or such other Related Document, in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Related Documents shall be made without duplication.

Section 1.04 Rules of Construction. In the Indenture and the other Related Documents, unless the context otherwise requires:

(a)

the singular includes the plural and vice versa;

(b)

reference to any Person means, as applicable, such Person or such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture and the other applicable Related Documents, as the case may be, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(c)

reference to any gender includes the other gender;

(d)

reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(e)

“including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(f)

the word “or” is always used inclusively herein (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in an “either... or” construction;

(g)

reference to any Related Document or other contract or agreement means such Related Document, contract or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if such amendment, supplement or modification is permitted by the Indenture and the other applicable Related Documents;

(h)

with respect to the determination of any period of time, except as otherwise specified, “from” means “from and including” and “to” means “to but excluding”;

(i)

the use of Subclass designations, Tranche designations or other designations to differentiate Note characteristics within a Class will not alter priority of the requirement to pay among the Class pro rata unless expressly provided for in the Series Supplement for a Subclass or Tranche of such Class;

(j)

if any funds deposited to an Account are to be paid or allocated, or any action described in a Weekly Manager’s Certificate is to be taken, on (or prior to) the “following Weekly Allocation Date,” on the “Weekly Allocation Date immediately following” or on the “immediately following Weekly Allocation Date,” such payment, allocation or action shall occur on (or prior to, if applicable) the Weekly Allocation Date related to the Weekly Collection Period in which such deposit occurs or to the Weekly Allocation Date to which the Weekly Manager’s Certificate relates, as applicable;

(k)

if any payment is due, or any action described in the Quarterly Noteholders’ Report is to be taken, on (or prior to) the “related Quarterly Payment Date,” on the “following Quarterly Payment Date,” on the “immediately succeeding Quarterly Payment Date,” on the “next succeeding Quarterly Payment Date” or on the “immediately following Quarterly Payment Date,” such payment shall be due, or such action shall occur, as applicable, either (i) on (or prior to, if applicable) the Quarterly Payment Date related to the Quarterly Collection Period in which such payment accrues or to the Quarterly Payment Date to which such Quarterly Noteholders’ Report relates or (ii) on the Quarterly Payment Date related to the applicable Quarterly Calculation Date on which such payment is calculated; and

(l)

references to (i) the “preceding Weekly Collection Period” mean the most recent Weekly Collection Period ending prior to the indicated date, (ii) the “immediately preceding Quarterly Collection Period” mean the most recent Quarterly Collection Period ending prior to the indicated date and (iii) the “immediately preceding Quarterly Calculation Date” mean the most recent Quarterly Calculation Date.

ARTICLE II

THE NOTES

Section 2.01 Designation and Terms of Notes. (a) Each Series of Notes shall be substantially in the form specified in the Series Supplement for such Series and shall bear, upon its face, the designation for such Series to which it belongs as selected by the Master Issuer, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the Series Supplement for such Series and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by any Authorized Officer of the Master Issuer executing such Notes, as evidenced by execution of such Notes by such Authorized Officer. All Notes of any Series shall, except as specified in the Series Supplement for such Series and in this Base Indenture, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the Series Supplement for such Series. The aggregate principal amount of Notes which may be authenticated and delivered under this Base Indenture is unlimited. The Notes of each Series shall be issued in the denominations set forth in the Series Supplement for such Series.

(b)

Class A-1 Notes. Any Series of Notes that includes Class A-1 Notes may include within the related Variable Funding Note Purchase Agreement any terms, provisions, forms and other matters that affect the Class A-1 Notes (other than the form of Class A-1 Notes, which will be an exhibit to the Series Supplement for such Series). With respect to any Variable Funding Note Purchase Agreement entered into by the Master Issuer in connection with the issuance of any Class A-1 Notes, whether or not any of the following shall have been specifically provided for in the applicable provision of the Indenture Documents, the following shall apply (except to the extent that the Series Supplement or Variable Funding Note Purchase Agreement with respect to such Class A-1 Notes provides otherwise):

(i) for purposes of any provision of any Indenture Document relating to any vote, consent, direction, waiver or the like to be given by such Class on any date, with respect to the Class A-1 Notes of any Series Outstanding, the relevant amount of each such Class A-1 Notes to be used in tabulating the percentage of such Series voting, directing, consenting or waiving or the like (the “Class A-1 Notes Voting Amount”) will be the greater of (1) the Class A-1 Notes Maximum Principal Amount for such Class A-1 Notes (after giving effect to any cancelled commitments) and (2) the Outstanding Principal Amount of such Class A-1 Notes;

(ii) for purposes of any provisions of any Indenture Document relating to termination, discharge or the like, such Class A-1 Notes of a Series shall continue to be deemed Outstanding unless and until both (x) all commitments to extend credit under such Variable Funding Note Purchase Agreement have been terminated thereunder and (y) the Outstanding Principal Amount of such Class A-1 Notes shall have been reduced to zero; and

(iii) notwithstanding the foregoing, and for the avoidance of doubt, a Series Supplement or a Variable Funding Note Purchase Agreement may provide for different treatment of commitments of a Noteholder of a Class A-1 Note subject to such Series Supplement or Variable Funding Note Purchase Agreement that (1) has failed to make a payment required to be made by it under the terms of the Variable Funding Note Purchase Agreement, (2) has provided written notification that it does not intend to make a payment required to be made by it thereunder when due or (3) has become the subject of an Event of Bankruptcy.

Section 2.02 Notes Issuable in Series. (a) The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement. A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the Series Supplement for such Series. Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series.

(b)

So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series may, from time to time, be executed by the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Order at least three (3) Business Days (except in the case of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order may be delivered at the end of such Business Day and shall be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by the Master Issuer to the Trustee and the Control Party, and receipt by the Trustee and the Control Party, of the following:

(i) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series to be authenticated and the Note Rate with respect to such new Series;

(ii) a Series Supplement satisfying the criteria set forth in Section 2.03 (Series Supplement for Each Series) executed by the Master Issuer and the Trustee and specifying the Principal Terms of such new Series;

(iii) if there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date), written confirmation from the Manager that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied;

(iv) any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.33 (Series Hedge Agreements; Derivatives Generally);

(v) any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.34 (Additional Securitization Entity);

(vi) one or more Officer’s Certificates, each executed by an Authorized Officer of the Master Issuer, dated as of the applicable Series Closing Date to the effect that:

(A)

the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes;

(B)

the Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes;

(C)

no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Notes;

(D)

all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date);

(E)

no Cash Trapping Period is in effect or will commence as a result of the issuance of the new Series of Notes;

(F)

the New Series Pro Forma DSCR is greater than or equal to 2.00x;

(G)

no Manager Termination Event or Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance;

(H)

the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents (if any) as are required under this Base Indenture or the Series Supplement for such Series;

(I)

all costs, fees and expenses with respect to the issuance of the new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of the new Series of Notes;

(J)

all conditions precedent with respect to the authentication and delivery of such new Series of Notes provided in this Base Indenture, the Series Supplement for such Series and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied or waived;

(K)

the Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes;

(L)

if such new Series of Notes includes Subordinated Notes, the terms of any such new Series of Notes include the Subordinated Notes Provisions to the extent applicable;

(M)

the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity date of any Class of Senior Notes then Outstanding; provided, that the legal final maturity date of any new Class A-1 Notes may be prior to the legal final maturity date of any Class of Senior Notes (other than Class A-1 Notes that will not be simultaneously repaid) then Outstanding;

(N)

the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity date of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding;

(O)

the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity date of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding;

(P)

each of the parties to the Related Documents with respect to such new Series of Notes has covenanted and agreed in the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law;

(Q)

there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities; and

(R)

if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.08(a) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) and such accounts are subject to an Account Control Agreement in accordance with the terms herein; provided that none of the conditions set forth in the foregoing clauses (A), (B), (C), (E), (F), (G), (H), (M), (N), and (O) of this clause (vi) shall apply and no Officer’s Certificates shall be required to include such representations under this clause (vi), in each case, if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date;

(vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations–Series Defeasance), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes;

(viii) one or more Opinions of Counsel, supported by one or more Officer’s Certificates, addressed to the Trustee and the Control Party, subject to customary assumptions and qualifications, and in a form reasonably acceptable to the Control Party, dated the applicable Series Closing Date, substantially to the effect that:

(A)

all of the instruments described in this Section 2.02(b) (Notes Issuable in Series) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the Series Supplement for such Series (or to the extent applicable, any Variable Funding Note Purchase Agreement) and the new Series of Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the Series Supplement for such Series (or to the extent applicable, any Variable Funding Note Purchase Agreement);

(B)

the Series Supplement for such Series and any Variable Funding Note Purchase Agreement have been duly authorized, executed and delivered by the Master Issuer and constitute valid and binding agreements of the Master Issuer, enforceable against the Master Issuer in accordance with their terms;

(C)

such new Series of Notes have been duly authorized by the Master Issuer, and, when such Notes have been duly authenticated and delivered by the Trustee, such Notes will be valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms;

(D)

none of the Securitization Entities is required to be registered under the 1940 Act;

(E)

the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected or recorded as of such date to the extent required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests as of such date extend to any assets transferred to the Securitization Entities through the date of the issuance of such new Series of Notes;

(F)

based on a reasoned analysis, (i) in the event of a bankruptcy or insolvency of a Non-Securitization Entity no Securitization Entity would be substantively consolidated with such Non-Securitization Entity and (ii) as of the applicable Series Closing Date, each transfer of Collateral to any Securitization Entity pursuant to a Contribution Agreement would be treated as a “true sale” or absolute transfer;

(G)

neither the execution and delivery by each Securitization Entity of the Indenture Documents to which it is a party nor the performance by such Securitization Entity of its obligations under such Indenture Documents:

(i) conflicts with the Charter Documents of such Securitization Entity,

(ii) constitutes a violation of, or a default under, any material agreement to which such Securitization Entity is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Securitization Entity (which order and decree may be set forth in a schedule to such opinion);

(H)

neither the execution and delivery by the Master Issuer of such Notes and the Series Supplement for such Series (and, to the extent applicable, any Variable Funding Note Purchase Agreement) nor the performance by the Master Issuer of its obligations under each of such Notes and the Series Supplement for such Series (and, to the extent applicable, any Variable Funding Note Purchase Agreement): (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made;

(I)

unless such Notes are being offered pursuant to a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of such Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act;

(J)

unless the issuance of the Notes requires otherwise, this Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; and

(K)

all conditions precedent to such issuance have been satisfied and that the related Series Supplement is authorized or permitted pursuant to the terms and conditions of this Base Indenture (except that no Opinion of Counsel relating to the satisfaction in all material respects of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Closing Date); and (ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

(c)

Upon satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of the conditions set forth in Section 2.02(b) (Notes Issuable in Series), the Trustee shall authenticate and deliver, as provided above, such Series of Notes upon execution thereof by the Master Issuer.

(d)

With regard to any new Series of Notes issued pursuant to this Section 2.02 (Notes Issuable in Series) that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Series of Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes of any Series of Notes Outstanding; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid.

(e)

The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Notes Outstanding. Subject to Section 2.02(d) (Notes Issuable in Series), Additional Notes may be issued for any purpose consistent with the Related Documents, including acquisitions by the Securitization Entities.

Section 2.03 Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement (and, in the case such Series includes Class A1 Notes, a Variable Funding Note Purchase Agreement), which document(s) shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation:

(a)

its name or designation;

(b)

the Initial Principal Amount with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes;

(c)

the Note Rate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series and the applicable default rate;

(d)

the Series Closing Date;

(e)

the Series Anticipated Repayment Date with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any;

(f)

the Series Legal Final Maturity Date;

(g)

the principal amortization schedule with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any;

(h)

each Rating Agency rating such new Series of Notes, or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes;

(i)

the name of the Clearing Agency, if any, for such new Series of Notes or, to the extent applicable, each Class, Subclass or tranche of such new Series of Notes;

(j)

the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein;

(k)

the method of allocating amounts deposited into any Series Distribution Account with respect to such Series;

(l)

whether the Notes of such new Series will be issued in multiple Classes, Subclasses or Tranches, and the rights and priorities of each such Class, Subclass or Tranche, if any;

(m)

any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date;

(n)

whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon;

(o)

whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes;

(p)

whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Variable Funding Note Purchase Agreement;

(q)

the terms of any related Enhancement and the Enhancement Provider thereof, if any;

(r)

the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and

(s)

any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series); provided, the Series Supplement for any Series of Notes may alter the terms of this Base Indenture solely as those terms apply to the terms of such Series.

Section 2.04 Execution and Authentication. (a) The Notes shall, upon issuance pursuant to Section 2.02 (Notes Issuable in Series), be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b)

At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.02 (Notes Issuable in Series)) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.

(c)

No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form:

“This is one of the Notes of a Series issued under the within mentioned Indenture.


Citibank, N.A., as Trustee


By:
Authorized Signatory”

(d)

Each Note shall be dated and issued as of the date of its authentication by the Trustee.

(e)

Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 (Cancellation) together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.03 (Officer’s Certificate as to Conditions Precedent)) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.05 Registrar and Paying Agent. (a) The Master Issuer shall (i) maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.08(a) (Eligibility Disqualification) (the “Paying Agent”) at whose office or agency Notes may be presented for payment. The Registrar shall keep a register of the Notes (including the name and address of each such Noteholder) and of their transfer and exchange. The Trustee shall indicate in its books and records the commitment of each Noteholder, if applicable, and the principal (and stated interest) amount owing to each Noteholder from time to time. The Master Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” shall include any additional paying agent and the term “Registrar” shall include any co-registrars. The Master Issuer may change the Paying Agent or the Registrar without prior notice to any Noteholder. The Master Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture. The Trustee is hereby initially appointed as the Registrar and the Paying Agent and shall send copies of all notices and demands received by the Trustee (other than those sent by the Master Issuer to the Trustee and those addressed to the Master Issuer) in connection with the Notes to the Master Issuer. Upon any resignation or removal of the Registrar, the Master Issuer shall promptly appoint a successor Registrar or, in the absence of such appointment, the Master Issuer shall assume the duties of the Registrar.

(b)

The Master Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. Such agency agreement shall implement the provisions of this Base Indenture that relate to such Agent. If the Master Issuer fails to maintain a Registrar or Paying Agent, the Trustee hereby agrees to act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture until the Master Issuer shall appoint a replacement Registrar or Paying Agent, as applicable.

Section 2.06 Paying Agent to Hold Money in Trust. (a) The Master Issuer will cause the Paying Agent (if the Paying Agent is not the Trustee) to execute and deliver to the Trustee an instrument in which the Paying Agent shall agree with the Trustee (and if the Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.06 (Paying Agent to Hold Money in Trust), that the Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by the Master Issuer of which it has Actual Knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent;

(iv) immediately resign as the Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Trustee set forth in Section 10.08 (Eligibility Disqualification). at the time of its appointment; and

(v) comply with all requirements of the Code and other applicable Requirements of Law with respect to the withholding from any payments made by it on any Notes of any applicable withholding Taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b)

The Master Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, by Company Order direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be held by the Trustee in trust upon the same terms as those upon which the sums were held in trust by the Paying Agent. Upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.

(c)

Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or the Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Master Issuer upon delivery of a Company Order. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Master Issuer for payment thereof (but only to the extent of the amounts so paid to the Master Issuer), and all liability of the Trustee or the Paying Agent with respect to such trust money paid to the Master Issuer shall thereupon cease; provided, however, that the Trustee or the Paying Agent, before being required to make any such repayment, may, at the expense of the Master Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Master Issuer. The Trustee may also adopt and employ, at the expense of the Master Issuer, any other commercially reasonable means of notification of such repayment.

Section 2.07 Noteholder List. (a) The Trustee shall furnish or cause to be furnished by the Registrar to the Master Issuer, the Manager, the Back-Up Manager, the Control Party, the Controlling Class Representative, the Paying Agent or any Class A-1 Administrative Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from the Master Issuer, the Manager, the Back-Up Manager, the Control Party, the Controlling Class Representative, the Paying Agent or such Class A-1 Administrative Agent, respectively, in writing, the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments to such Noteholders. Unless otherwise provided in the Series Supplement for such Series, the Trustee, after having been adequately indemnified by Note Owners satisfying the requirements set forth in Section 11.05(b) (Note Owner List) (“Applicants”) for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Master Issuer notice that such request has been made, within five (5) Business Days after the receipt of such application. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee, the Registrar nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

(b)

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes. If the Trustee is not the Registrar, the Master Issuer shall furnish to the Trustee at least seven (7) Business Days before each Quarterly Payment Date and at such other time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.

Section 2.08 Transfer and Exchange. (a) Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.08(f) (Transfer and Exchange) and Section 8-401(a) of the New York UCC are met, the Master Issuer shall execute and, after the Master Issuer has executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Tranche or Subclass) and a like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class (and, if applicable, Tranche or Subclass) in authorized denominations of like original aggregate principal amount of the Notes so exchanged, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.08(f) (Transfer and Exchange) and Section 8-401(a) of the New York UCC are met, the Master Issuer shall execute, and after the Master Issuer has executed, the Trustee shall authenticate and deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive.

(b)

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee and the Registrar may require. The Master Issuer shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes.

(c)

All Notes issued and authenticated upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Master Issuer, evidencing the same Indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(d)

The preceding provisions of this Section 2.08 (Transfer and Exchange) notwithstanding, (i) the Master Issuer or the Registrar shall not be required (A) to issue, register the transfer of or exchange any Note for a period beginning at the opening of business fifteen (15) days preceding the selection of any Note for redemption and ending at the close of business on the day of the mailing of the relevant notice of redemption or (B) to register the transfer of or exchange any Note so selected for redemption, and (ii) no assignment or transfer of a Note or any commitment in respect thereof shall be effective until such assignment or transfer shall have been recorded in the Note Register and in the books and records of the Trustee, as applicable, pursuant to Section 2.05(a) (Registrar and Paying Agent).

(e)

Unless otherwise provided in the Series Supplement for such Series, no service charge shall be payable for any registration of transfer or exchange of Notes, but the Master Issuer, the Registrar or the Trustee, as the case may be, may require payment by the Noteholder of a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(f)

Unless otherwise provided in the Series Supplement for such Series, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the Series Supplement for such Series or, to the extent applicable, any Variable Funding Note Purchase Agreement) shall be effected only if the conditions set forth in such Series Supplement for such Series and, to the extent applicable, any Variable Funding Note Purchase Agreement are satisfied. Notwithstanding any other provision of this Section 2.08 (Transfer and Exchange) and except as otherwise provided in Section 2.13 (Definitive Notes), the typewritten Note or Notes representing Book-Entry Notes for any Series, Class, Subclass or Tranche may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, Class, Subclass or Tranche, or to a successor Clearing Agency for such Series, Class, Subclass or Tranche selected or approved by the Master Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.08 (Transfer and Exchange) and Section 2.12 (Book-Entry Notes).

Section 2.09 Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Trustee, the Servicer, the Controlling Class Representative, any Agent and the Master Issuer shall deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever (other than purposes in which the vote or consent of a Note Owner is permitted pursuant to this Base Indenture, the Series Supplement for such Series or any Variable Funding Note Purchase Agreement and, to the extent applicable, the rules of a Clearing Agency), whether or not such Note is overdue, and none of the Trustee, the Servicer, the Controlling Class Representative, any Agent nor the Master Issuer shall be affected by notice to the contrary.

Section 2.10 Replacement Notes. (a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Master Issuer and the Trustee such security or indemnity as may be required by them to hold the Master Issuer and the Trustee harmless then, provided that the requirements of Section 2.08(f) (Transfer and Exchange) and Section 8-405 of the New York UCC are met, the Master Issuer shall execute and upon its request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser (within the meaning of Section 8303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Master Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person

to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Master Issuer or the Trustee in connection therewith.

(b)

Upon the issuance of any replacement Note under this Section 2.10 (Replacement Notes), the Master Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith.

(c)

Every replacement Note issued pursuant to this Section 2.10 (Replacement Notes) in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Master Issuer and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each Series Supplement for such Series).

(d)

The provisions of this Section 2.10 (Replacement Notes) are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.11 Treasury Notes. In determining whether the Noteholders of the required Aggregate Outstanding Principal Amount of Notes or the required Outstanding Principal Amount of any Series, Class, Subclass or Tranche of Notes, as the case may be, have concurred in any direction, waiver or consent, Notes owned, legally or beneficially, by the Master Issuer or any Affiliate of the Master Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which a Trust Officer has received written notice of such ownership shall be so disregarded. Absent written notice to a Trust Officer of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual Note Owners.

Section 2.12 Book-Entry Notes. (a) Unless otherwise provided in any Series Supplement for such Series, the Notes of each Series, Class, Subclass and Tranche, upon original issuance, shall be issued in the form of typewritten Notes representing Book-Entry Notes and delivered to the depository (or its custodian) specified in such Series Supplement which shall be the Clearing Agency on behalf of such Series, Class, Subclass or Tranche. The Notes of each Series, Class, Subclass and Tranche shall, unless otherwise provided in the Series Supplement for such Series, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency. No Note Owner will receive a definitive note representing such Note Owner’s interest in the related Series, Class, Subclass or Tranche of Notes, except as provided in Section 2.13 (Definitive Notes). Unless and until definitive, fully registered Notes of any Series or any Class, Subclass or Tranche of any Series (“Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13 (Definitive Notes):

(i) the provisions of this Section 2.12 (Book-Entry Notes) shall be in full force and effect with respect to each such Series, Class, Subclass and/or Tranche;

(ii) the Master Issuer, the Paying Agent, the Registrar, the Trustee, the Servicer and the Controlling Class Representative shall deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunder or under the Series Supplement for such Series) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section 2.12 (Book-Entry Notes) conflict with any other provisions of the Indenture, the provisions of this Section 2.12 (Book-Entry Notes) shall control with respect to each such Tranche, Subclass, Class or Series of the Notes;

(iv) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the rights granted pursuant to Section 11.05 (Note Owner List), the rights of Note Owners of each such Series, Class, Subclass or Tranche of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered Holder of the Notes of such Series, Class, Subclass or Tranche for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency; and

(v) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the rights granted pursuant to Section 11.05 (Note Owner List), whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the Outstanding Principal Amount of a Series or Class, Subclass or Tranche of a Series of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Notes or such Series, Class, Subclass or Tranche of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Trustee.

(b)

Pursuant to the Depository Agreement applicable to a Series, Class, Subclass or Tranche, unless and until Definitive Notes of such Series, Class, Subclass or Tranche are issued pursuant to Section 2.13 (Definitive Notes), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.

(c)

Whenever notice or other communication to the Holders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13 (Definitive Notes), the Trustee and the Master Issuer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.

Section 2.13 Definitive Notes. (a) The Notes of any Series, Class, Subclass or Tranche of any Series, to the extent provided in the Series Supplement for such Series, upon original issuance, may be issued in the form of Definitive Notes. All Class A-1 Notes of any Series, Class, Subclass or Tranche shall be issued in the form of Definitive Notes. The Series Supplement for such Series shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable.

(b)

With respect to the Notes of any Series, Class, Subclass or Tranche of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Master Issuer advises the Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or the Master Issuer are unable to locate a qualified successor or (ii) after the occurrence of a Rapid Amortization Event, with respect to any Series, Class, Subclass or Tranche of Notes Outstanding, Note Owners holding a beneficial interest in excess of 50% of the aggregate Outstanding Principal Amount of such Series, Class, Subclass or Tranche of Notes advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, Class, Subclass or Tranche, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series, Class, Subclass or Tranche. Upon surrender to the Trustee of the Notes of such Series, Class, Subclass or Tranche by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, the Master Issuer shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series, Class, Subclass or Tranche of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series, Class, Subclass or Tranche of such Series as Noteholders of such Series, Class, Subclass or Tranche of such Series hereunder and under the Series Supplement for such Series.

Section 2.14 Cancellation. The Master Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Master Issuer or an Affiliate thereof may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. Upon the written instruction of the Master Issuer (or the Manager on its behalf), the Trustee shall cancel any repurchased Notes delivered to it by the Master Issuer (or the Manager on its behalf), either in certificated form or through the Applicable Procedures of DTC. Such cancelled Notes shall not be reissued and upon cancellation shall not be considered outstanding for purposes of calculating the DSCR, the Holdco Leverage Ratio or the Senior ABS Leverage Ratio. Immediately upon the delivery of any Notes by the Master Issuer to the Trustee for cancellation pursuant to this Section 2.14 (Cancellation), the security interest of the Secured Parties in such Notes shall automatically be deemed to be released by the Trustee, and the Trustee shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at its expense to evidence such automatic release. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Except as provided in any Variable Funding Note Purchase Agreement executed and delivered in connection with the issuance of any

Notes, the Master Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless the Master Issuer shall direct that cancelled Notes be returned to it for destruction pursuant to a Company Order. No cancelled Notes may be reissued. No provision of this Base Indenture or any Series Supplement that relates to prepayment procedures, penalties, fees, make-whole payments or any other related matters shall be applicable to any Notes cancelled pursuant to and in accordance with this Section 2.14 (Cancellation).

Section 2.15 Principal and Interest. (a) The principal of and premium, if any, on each Series, Class, Subclass or Tranche of Notes shall be due and payable at the times and in the amounts set forth in the Series Supplement for such Series (and, to the extent applicable, each Variable Funding Note Purchase Agreement) and in accordance with the Priority of Payments.

(b)

Each Series, Class, Subclass and Tranche of Notes shall accrue interest as provided in the Series Supplement for such Series (and, to the extent applicable, each Variable Funding Note Purchase Agreement) and such interest shall be due and payable for such Notes on each Quarterly Payment Date in accordance with the Priority of Payments.

(c)

Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Quarterly Payment Date for such Note shall be entitled to receive the principal, premium, if any, and interest payable on such Quarterly Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d)

Pursuant to the authority of the Paying Agent under Section 2.06(a)(v) (Paying Agent to Hold Money in Trust), except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement and only to the extent that the Paying Agent has been notified in writing of such exception by the Master Issuer or the applicable Class A-1 Administrative Agent, the Paying Agent shall make all payments of interest on the Notes net of any applicable withholding Taxes and Noteholders shall be treated as having received as payments of interest any amounts withheld with respect to such withholding Taxes.

Section 2.16 Tax Treatment. The Master Issuer has structured this Base Indenture and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity, and any entity or person acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity.

Section 2.17 Tax Withholding. The Trustee, the Paying Agent and the Master Issuer (or other Person responsible for withholding of Taxes) has the right to withhold on payments with respect to a Note (without any corresponding gross-up) where an applicable party fails to provide the Trustee, the Paying Agent or the Master Issuer, as applicable, with appropriate tax certifications (which includes, but is not limited to, (i) an IRS Form W-9 for United States persons (as defined under Section 7701(a)(30) of the Code) or any applicable successor form or (ii) an applicable IRS Form W-8 and any required attachments, for Persons other than United States persons, or applicable successor form, or the Trustee, the Paying Agent

or the Master Issuer (or other Person responsible for withholding of Taxes) is otherwise required to so withhold under applicable law.

ARTICLE III

SECURITY

Section 3.01 Grant of Security Interest. (a) To secure the Obligations, the Master Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in the Master Issuer’s right, title and interest in, to and under all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, health-care-insurance receivables, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the New York UCC), including without limitation all of the following property to the extent now owned or at any time hereafter acquired by the Master Issuer (collectively, the “Indenture Collateral”):

(i) the limited liability company membership interests and stock owned by the Master Issuer that represent the 100% ownership interest in the Securitization Entities owned by the Master Issuer as set forth on Schedule 4.5 of the Guarantee and Collateral Agreement, together with all claims, rights, privileges, authority and powers of the Master Issuer relating to such Equity Interests or granted to it under the organizational documents of such Securitization Entities, and all additional Equity Interests of any Subsidiary or Additional Securitization Entity from time to time acquired by or issued to the Master Issuer in any manner, together with all claims, rights, privileges, authority and powers of the Master Issuer relating to any such Equity Interests or granted to it under any organizational document of any such Subsidiary or Additional Securitization Entity formed or acquired from time to time;

(ii) the Accounts and all amounts on deposit in or otherwise credited to the Accounts (other than the Accounts that qualify for Collateral Exclusions);

(iii) any Interest Reserve Letter of Credit;

(iv) the books and records (whether in physical, electronic or other form) of the Master Issuer;

(v) the rights, powers, remedies and authorities of the Master Issuer under each of the Related Documents (other than the Indenture and the Notes) to which it is a party;

(vi) any and all other property of the Master Issuer now owned or hereafter acquired; and

(vii) all payments, proceeds, supporting obligations and accrued and future rights to payment with respect to the foregoing; provided that (A) the Indenture Collateral shall exclude the Collateral Exclusions; (B) the Master Issuer shall not be required to pledge more than 65% of the Equity Interests (and any rights associated with such Equity Interests) of (i) any foreign Subsidiary of the Master Issuer that is a Controlled Foreign Corporation or (ii) any domestic Subsidiary of the Master Issuer, substantially all of the assets of which are the equity interests of Controlled Foreign Corporations (each, a “Foreign Subsidiary Holding Company”), a corporation for U.S. federal income tax purposes and in no circumstance will any such foreign Subsidiary that is a Controlled

Foreign Corporation or a Foreign Subsidiary Holding Company be required to pledge any assets, serve as Guarantor, or otherwise guarantee the Notes; (C) the security interest in (1) the Senior Notes Interest Reserve Account and the related property shall only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders, (2) the Senior Subordinated Notes Interest Reserve Account and the related property shall only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders and (3) each Series Distribution Account and the related property thereto shall only be for the benefit of the applicable Series (or Class within such Series) Noteholders as set forth in the Series Supplement for such Series; and (D) any Cash Collateral deposited by any Non-Securitization Entities with the Master Issuer to secure such Non-Securitization Entities’ obligations under any Letter of Credit Reimbursement Agreement shall not constitute Indenture Collateral until such time (if any) as the Master Issuer is entitled to withdraw such funds from the applicable bank account pursuant to the terms of such Letter of Credit Reimbursement Agreement to reimburse the Master Issuer for any amounts due by such Non-Securitization Entities to the Master Issuer pursuant to such Letter of Credit Reimbursement Agreement that such Non-Securitization Entities have not paid to the Master Issuer in accordance with the terms thereof.

(b)

“Collateral Exclusions” means the following property of the Master Issuer: (i) any lease, sublease, license, or other contract or permit, in each case if the grant of a Lien or security interest in any of the Master Issuer’s right, title and interest in, to or under such lease, sublease, license, contract or permit (or any rights or interests thereunder) in the manner contemplated by the Indenture (a) is prohibited by the terms of such lease, sublease, license, contract or permit (or any rights or interests thereunder) or would require the consent of a third party (unless such consent has been obtained), (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law, (ii) the Excepted Securitization IP Assets, and (iii) the Excluded Amounts and any account into which only Excluded Amounts are deposited, (iv) the Franchisor Capital Account and (v) any bank account used by a Securitization Entity for payment of any other expenses so long as the average daily balance for any month remains below $50,000; provided, further, that the Master Issuer and the Guarantors will not be required to pledge more than 65% of the Equity Interests (and any rights associated with such Equity Interests) of (x) any foreign Subsidiary of any of the Master Issuer or the Guarantors that is a Controlled Foreign Corporation or (y) any domestic Subsidiary of any of the Master Issuer or the Guarantors that is a Foreign Subsidiary Holding Company, corporation for U.S. federal income tax purposes and in no circumstance will any such foreign Subsidiary that is a Controlled Foreign Corporation or a Foreign Subsidiary Holding Company be required to pledge any assets, serve as Guarantor, or otherwise guarantee the Notes; provided, further, that the security interest in (A) the Senior Notes Interest Reserve Account and the related property will only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders, (B) the Senior Subordinated Notes Interest Reserve Account and the related property will only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders and (C) each Series Distribution Account and the related property thereto will only be for the benefit of the noteholders of the applicable Series (or Class within such Series) as set forth in the applicable Series Supplement. The Trustee, on behalf of the Secured Parties, acknowledges that it shall have no security interest in any Collateral Exclusions. The foregoing grant is made in trust to secure the Obligations and to secure compliance with the provisions of this Base Indenture and the other Indenture Documents to which the Master Issuer is a party. The Trustee, on behalf of

the Secured Parties, acknowledges such grant, accepts the trusts under this Base Indenture in accordance with the provisions of this Base Indenture and agrees to perform its duties required in this Base Indenture. The Indenture Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series, Class, Subclass or Tranche of Notes, as otherwise stated in the Series Supplement for such Series or in the applicable provisions of this Base Indenture).

(c)

The parties hereto agree and acknowledge that (a) each certificated Equity Interest may be held by the Trustee in a separate custodial account in the name of the Trustee for the benefit of the Secured Parties and (b) each certificated Equity Interest may be held by a custodian on behalf of the Trustee.

Section 3.02 Certain Rights and Obligations of the Master Issuer Unaffected.

(a)

Notwithstanding the grant of the security interest in the Indenture Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Master Issuer acknowledges that the Manager, on behalf of the Securitization Entities, shall, subject to the terms and conditions of the Management Agreement, have the right, subject to the Trustee’s right to revoke such right, in whole or in part, in the event of the occurrence of an Event of Default, (i) to give as Manager on behalf of the Securitization Entities, in accordance with the Managing Standard, all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given by the Master Issuer under the Collateral Transaction Documents, and to enforce all rights, remedies, powers, privileges and claims of the Master Issuer or any Securitization Entity under the Collateral Transaction Documents, (ii) to give as Manager on behalf of the Securitization Entities, in accordance with the Managing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by any Securitization Entity under any IP License Agreement to which such Securitization Entity is a party and (iii) as Manager on behalf of the Securitization Entities, to take any other actions required or permitted under the terms of the Management Agreement.

(b)

The grant of the security interest by the Master Issuer in the Indenture Collateral to the Trustee on behalf of and for the benefit of the Secured Parties shall not (i) relieve the Master Issuer from the performance of any term, covenant, condition or agreement on the Master Issuer’s part to be performed or observed under or in connection with any of the Collateral Transaction Documents or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on the Master Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of the Master Issuer or from any breach of any representation or warranty on the part of the Master Issuer.

(c)

The Master Issuer hereby agrees to indemnify and hold harmless the Trustee and each Secured Party (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable and documented out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Master Issuer or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Secured Party in enforcing the Indenture or any other Related Document or preserving any of its rights to, or realizing upon, any of the Collateral or, to the extent permitted by applicable law, the Securitized Assets; provided, however, that the foregoing indemnification shall not extend to any action by the Trustee or any Secured Party which constitutes gross negligence,

bad faith or willful misconduct by the Trustee or any Secured Party or any other indemnified Person hereunder. The indemnification provided for in this Section 3.02 (Certain Rights and Obligations of the Master Issuer Unaffected) shall survive the removal of, or a resignation by, any Person as Trustee as well as the termination of this Base Indenture or any Series Supplement.

Section 3.03 Performance of Collateral Transaction Documents. Upon the occurrence of a default or breach (after giving effect to any applicable grace or cure periods) by any Person party to (a) a Collateral Transaction Document or (b) a Collateral Business Document (only if a Manager Termination Event or an Event of Default has occurred and is continuing), promptly following a request from the Trustee to do so and at the Master Issuer’s expense, the Master Issuer agrees to take all such lawful action as permitted under this Base Indenture as the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Master Issuer, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Master Issuer to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder. If (i) the Master Issuer shall have failed, within ten (10) days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (ii) the Master Issuer refuses to take any such action, as reasonably determined by the Trustee in good faith, or (iii) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, in any such case the Servicer may, but shall not be obligated to, take, and the Trustee shall take (if so directed by the Control Party (acting at the direction of the Controlling Class Representative)), at the expense of the Master Issuer, such previously directed action and any related action permitted under this Base Indenture which the Control Party (acting at the direction of the Controlling Class Representative) thereafter determines is appropriate (without the need under this provision or any other provision under this Base Indenture to direct the Master Issuer to take such action), on behalf of the Master Issuer and the Secured Parties.

Section 3.04 Stamp, Other Similar Taxes and Filing Fees. The Master Issuer shall indemnify and hold harmless the Trustee and each Secured Party from any present or future claim for liability for any stamp, documentary or other similar tax and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture, any other Related Document or the Securitized Assets. The Master Issuer shall pay, and indemnify and hold harmless each Secured Party against, any and all amounts in respect of all search, filing, recording and registration fees, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture or any other Related Document.

Section 3.05 Authorization to File Financing Statements. (a) The Master Issuer hereby irrevocably authorizes the Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements and other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. The Master Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC, including, without limitation, any and all Securitization IP. The Master Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. The Master Issuer

also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Indenture Collateral made prior to the date hereof.

(b)

The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of the Master Issuer as a secured party under the Related Documents, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.

ARTICLE IV

REPORTS

Section 4.01 Reports and Instructions to Trustee.

(a)

Weekly Manager’s Certificate. By 4:30 p.m. (Eastern time) on the Business Day prior to each Weekly Allocation Date, the Master Issuer shall furnish, or cause the Manager to furnish, to the Trustee and the Servicer a certificate substantially in the form of Exhibit A specifying the allocation of Collections on the following Weekly Allocation Date (each a “Weekly Manager’s Certificate”). The Weekly Manager’s Certificate shall be deemed confidential information and shall not be disclosed by the Trustee or the Servicer to any Holder or any other Person without the prior written consent of the Master Issuer or the Manager. Notwithstanding anything herein to the contrary, the initial Weekly Manager’s Certificate shall not be required to be delivered, and amounts credited to the Accounts shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date that occurs no later than January 10, 2020.

(b)

Quarterly Noteholders’ Report. On or before the third (3rd) Business Day prior to each Quarterly Payment Date, the Master Issuer shall furnish, or cause the Manager to furnish, a Quarterly Noteholders’ Report with respect to each Series of Notes Outstanding to the Trustee, each Rating Agency with respect to such Series, the Servicer and each Paying Agent, with a copy to the Back-Up Manager.

(c)

Quarterly Compliance Certificates. On or before the third (3rd) Business Day prior to each Quarterly Payment Date, the Master Issuer shall deliver, or cause the Manager to deliver, to the Trustee and each Rating Agency with respect to each Series of Notes Outstanding (with a copy to each of the Servicer, the Manager and the Back-Up Manager) an Officer’s Certificate to the effect that, except as provided in a notice delivered pursuant to Section 8.08 (Notice of Defaults and Other Events), no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred or is continuing (each, a “Quarterly Compliance Certificate”).

(d)

Scheduled Principal Payments Deficiency Notices. On the Quarterly Calculation Date with respect to any Quarterly Collection Period, the Master Issuer shall furnish, or cause the Manager to furnish, to the Trustee and each Rating Agency (with a copy to each of the Servicer and the Back-Up Manager) written notice of any Scheduled Principal Payments Deficiency Event with respect to any Series, Class, Subclass or Tranche of Notes that occurred with respect to such

Quarterly Collection Period (any such notice, a “Scheduled Principal Payments Deficiency Notice”).

(e)

Annual Accountants’ Reports. Within one hundred twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending on or around December 31, 2020, the Master Issuer shall furnish, or cause to be furnished, to the Trustee, the Servicer and each Rating Agency with respect to each Series of Notes Outstanding the reports of the Independent Auditors or the Back-Up Manager required to be delivered to the Master Issuer by the Manager pursuant to Section 3.3 (Annual Accountants’ Reports) of the Management Agreement.

(f)

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding, the following financial statements:

(i) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2020), an unaudited combined consolidated balance sheet of the Holding Company Guarantor as of the end of such quarter and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); and

(ii) within one hundred twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around December 31, 2020), an audited combined consolidated balance sheet of the Holding Company Guarantor as of the end of such fiscal year and audited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

(g)

Jersey Mike’s Franchise Systems, Inc. Financial Statements. So long as Jersey Mike’s Franchise Systems, Inc. is the Manager, the Master Issuer shall cause the Manager (on behalf of the Securitization Entities) to provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding the following financial statements:

(i) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2020), an unaudited consolidated balance sheet of Jersey Mike’s Franchise Systems, Inc. and its Subsidiaries as of the end of such fiscal quarter and unaudited consolidated statements of income or operations, changes in stockholder’s equity and cash flows of Jersey Mike’s Franchise Systems, Inc. and its Subsidiaries for such fiscal quarter and for the fiscal

year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); and

(ii) within one hundred and twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around December 31, 2019), an audited consolidated balance sheet of Jersey Mike’s Franchise Systems, Inc. and its Subsidiaries as of the end of such fiscal year and audited consolidated statements of income or operations, changes in stockholder’s equity and cash flows of Jersey Mike’s Franchise Systems, Inc. and its Subsidiaries for such fiscal year, setting forth in comparative form the comparable amounts for the previous fiscal year prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the consolidated financial position of Jersey Mike’s Franchise Systems, Inc. and its Subsidiaries as of the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year in accordance with GAAP.

(h)

Additional Information. The Master Issuer will furnish, or cause to be furnished, from time to time such additional information regarding the financial position, results of operations or business of Jersey Mike’s Franchise Systems, Inc. or any Securitization Entity as the Trustee, the Servicer, the Manager or the Back-Up Manager may reasonably request, subject to Requirements of Law and to the confidentiality provisions of the Related Documents to which such recipient is a party.

(i) Instructions as to Withdrawals and Payments. The Master Issuer will furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable (with a copy to each of the Servicer, the Manager and the Back-Up Manager), written instructions to make withdrawals and payments from the Collection Account and any other Base Indenture Account or Series Account and to make drawings under any Enhancement, as contemplated herein and in any Series Supplement. The Trustee and the Paying Agent shall promptly follow any such written instructions.

(j)

Copies to Rating Agency. The Master Issuer shall deliver, or shall cause the Manager to deliver, a copy of each report, certificate or instruction, as applicable, described in this Section 4.01 (Reports and Instructions to Trustee) to each Rating Agency at its address as listed in or otherwise designated pursuant to Section 14.01 (Notices) or in the Series Supplement for such Series, including any e-mail address.

Section 4.02 Rule 144A Information. The Master Issuer agrees to provide to any Holder, and to any prospective purchaser of Notes designated by such Holder upon the request of such Holder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the 1933 Act.

Section 4.03 Reports, Financial Statements and Other Information to Noteholders. Subject to the last paragraph of this Section 4.03 (Reports, Financial Statements and Other Information to Noteholders), the Trustee shall make this Base Indenture, the Guarantee and Collateral Agreement, the applicable offering circular, each Series Supplement, the Quarterly Noteholders’ Reports, the Quarterly Compliance Certificates, the financial statements referenced in Section 4.01(f) (Reports and Instructions to Trustee–Securitization Entity Financial Statements) and Section 4.01(g) (Reports and Instructions to Trustee–Jersey Mike’s Franchise Systems, Inc. Financial Statements) and the reports referenced in Section 4.01(e) (Reports and Instructions to Trustee–Annual Accountants’ Reports) (collectively, the “Noteholder Materials”) available to (a) each Rating Agency pursuant to Section 4.01(j) (Reports and Instructions to

Trustee–Copies to Rating Agency) above and (b) the Holders (provided that each Series Supplement and any related offering circular with respect to a Series of Notes shall only be made available to the Holders (but not to prospective investors) of such Series of Notes), the Servicer, the Manager, the Back-Up Manager and each Rating Agency via the Trustee’s internet website at www.sf.citidirect.com or such other address as the Trustee may specify from time to time; provided that prospective investors shall not be entitled to access the Trustee’s internet website, but may request the Noteholder Materials from the Trustee in accordance with the requirements of this Section 4.03 (Reports, Financial Statements and Other Information to Noteholders). Assistance in using such website can be obtained by calling the Trustee’s customer service desk at 888-855-9695 or such other telephone number as the Trustee may specify from time to time. Unless requested by a prospective investor, the Noteholder Materials will only be accessible in a password-protected area of the internet website and the Trustee will require each party (other than the Servicer, the Manager, the Back-Up Manager and each Rating Agency) accessing such password-protected area to register as a Holder and to make, for the benefit of the Master Issuer, the applicable representations and warranties described below in an investor request certification (an “Investor Request Certification” in the form of Exhibit D. The Trustee may disclaim responsibility for any information distributed by it for which the Trustee was not the original source. Each time a Holder accesses the internet website, it will be deemed to have confirmed such representations and warranties as of the date thereof. The Trustee will provide the Servicer and the Manager with copies of such Investor Request Certifications, including the identity, address, contact information, email address and telephone number of such Holder upon request, but shall have no responsibility for any of the information contained therein. The Trustee shall have the right to change the way such statements are electronically distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes.

The Trustee shall (or shall request that the Manager) make available, upon reasonable advance notice and at the expense of the requesting party, the Noteholder Materials to any Holder and to any prospective investor that provides the Trustee with an Investor Request Certification in the form of Exhibit D to the effect that such party (i) is a Holder or prospective investor, as applicable, (ii) understands that the items contain confidential information, (iii) is requesting the information solely for use in evaluating such party’s investment or potential investment, as applicable, in the Notes and will keep such information strictly confidential (provided, however, that such party may disclose such information only (A) to (1) those personnel employed by it who need to know such information which have agreed to keep such information strictly confidential and to use such information only for evaluating such party’s investment or potential investment in the Notes, (2) its attorneys and outside auditors which have agreed to keep such information strictly confidential and to use such information only for evaluating such party’s investment or possible investment in the Notes, or (3) a regulatory or self-regulatory authority pursuant to applicable law or regulation or (B) by judicial process; provided, that it may disclose to any and all Persons without limitation of any kind, the tax treatment and tax structure of the transaction and any related tax strategies to the extent necessary to prevent the transaction from being described as a “confidential transaction” under U.S. Treasury Regulations Section 1.6011-4(b)(3)) and (iv) that is not a Competitor).

Section 4.04 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer. The Holders by their acceptance of the Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Holders hereunder shall be delivered by the Trustee. The Trustee shall have no obligation whatsoever to verify, reconfirm or recalculate any information or material contained in any of the reports, financial statements or other information delivered to it pursuant to this Article IV (Reports) or the Management Agreement. All distributions, allocations, remittances and payments to be made by the Trustee or the Paying Agent hereunder or under any Series Supplement or Variable Funding Note Purchase Agreement shall be

made based solely upon the most recently delivered written reports and instructions provided to the Trustee or Paying Agent, as the case may be, by the Manager.

Section 4.05 No Constructive Notice. Delivery of reports, information, Officer’s Certificates and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information, Officer’s Certificates and documents shall not constitute constructive notice to the Trustee of any information contained therein or determinable from information contained therein, including any Securitization Entity’s, the Manager’s or any other Person’s compliance with any of its covenants under the Indenture, the Notes or any other Related Document (as to which the Trustee is entitled to rely exclusively on the most recent Quarterly Compliance Certificate described above).

ARTICLE V

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.01 Administration of Accounts and Additional Accounts. Each Account and any additional accounts described in this Article V (Allocation and Application of Collections), as of the Closing Date and at all times thereafter, shall be (A) an Eligible Account, (B) pledged by the Master Issuer or another Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to Section 3.01 (Grant of Security Interest) hereof or Section 3.1 (Grant of Security Interest) of the Guarantee and Collateral Agreement, (C) except as provided in the immediately succeeding sentence or subject to a Collateral Exclusion, if not established with the Trustee or otherwise controlled by the Trustee under the New York UCC, subject to an Account Control Agreement and (D) subject to the jurisdiction of the State of New York (i) for purposes of the UCC and (ii) for all issues specified in Article 2(1) of the Hague Securities Convention. For any Account required to be subject to an Account Control Agreement on the Closing Date pursuant to the preceding sentence, such Account shall not be in violation of the requirements to be subject to an Account Control Agreement for a period of sixty (60) days following the Closing Date, so long as any amounts on deposit in such Account are transferred on a daily basis to an Account meeting the requirements of the prior sentence.

Section 5.02 Management Accounts and Additional Accounts.

(a)

Establishment of the Management Accounts. The Manager has or will establish, or, in the case of such other accounts as may be established by the Manager from time to time pursuant to the Management Agreement that the Manager designates as a “Management Account” for purposes of the Management Agreement, if such account has not already been established, will establish with the following management accounts pursuant to the Management Agreement, each of which shall be an Eligible Account and, so long as such Management Accounts are required to be included in the Collateral and not subject to a Collateral Exclusion, subject to an Account Control Agreement or established with the Trustee or otherwise controlled by the Trustee under the New York UCC (collectively, the “Management Accounts”):

(i) Franchisor Accounts. One or more accounts maintained in the name of the Franchisor or any Additional Securitization Entity that from time to time acts as the “franchisor” with respect to New Securitized Franchise Agreements, New Securitized Area Development Agreements, New Securitized Area Director Arrangements and Securitized Technology Vendor Arrangements into which the Manager (on behalf of the Franchisor or such Additional Securitization Entity) shall deposit (or cause to be deposited) all Securitized Franchisee Payments, all Securitized Franchisee Note Payments, all Securitized Technology Payments, all licensing fees (including Non-Securitization Entity Restaurant License Fees) and other fees related thereto, which, so long as such accounts

are required to be included in the Collateral, will be subject to an Account Control Agreement (collectively, the “Franchisor Accounts”). The Franchisor and any Additional Securitization Entity that from time to time acts as the “franchisor” with respect to New Securitized Franchise Agreements, New Securitized Area Development Agreements and New Securitized Area Director Arrangements, may establish one or more accounts including cash, deposit accounts, investment account or other instruments of the Franchisor to meet large-franchisor exemptions or similar exemptions under applicable franchise laws (such account, the “Franchisor Capital Account”) and may disburse funds from the Franchisor Capital Account to fund any loan or advance made in accordance with Section 8.21 (Investments) of this Base Indenture;

(ii) FoodCo Accounts. One or more accounts maintained in the name of FoodCo into which the Manager (on behalf of FoodCo) shall deposit (or cause to be deposited) all Securitized Restaurant Vendor Program Payments (collectively, the “FoodCo Accounts”).

(iii) Concentration Accounts. One or more accounts maintained in the name of the Master Issuer, the Franchisor or FoodCo, as applicable, or any successor account established for the Master Issuer, the Franchisor or FoodCo, as applicable, for such purpose pursuant to this Base Indenture and the Management Agreement, including any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b) (Management Accounts and Additional Accounts– Administration of the Management Accounts) of this Base Indenture (the “Concentration Accounts”);

(iv) Asset Disposition Proceeds Account. The account established with the Trustee or maintained in the name of the Master Issuer or any successor account established for the Master Issuer by the Manager for such purpose pursuant to this Base Indenture and the Management Agreement, including any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b) (Management Accounts and Additional Accounts–Administration of the Management Accounts) of this Base Indenture (collectively, the “Asset Disposition Proceeds Account”);

(v) Insurance Proceeds Account. The account established with the Trustee or maintained in the name of the Master Issuer, into which the Manager is required to cause Insurance/Condemnation Proceeds to be deposited (the “Insurance Proceeds Account”); and

(vi) Additional Management Accounts. From time to time, the Master Issuer or any other Securitization Entity (other than the Holding Company Guarantor) may establish additional accounts (each of which shall be an Eligible Account) for the purpose of depositing Collections or funds necessary to meet large-franchisor exemptions or similar exemptions under applicable franchise laws therein (each such account and any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b) (Management Accounts and Additional Accounts– Administration of the Management Accounts), an “Additional Management Account”). Each Additional Management Account that is to be a Franchisor Account, Franchisor Capital Account or a FoodCo Account shall be designated as such by the Manager.

Notwithstanding anything to the contrary in this paragraph (a), in the case of any Management Account established after the Closing Date that is required to be included in the Collateral and not subject to a Collateral Exclusion, the applicable Securitization Entity shall be permitted a period of five (5) Business Days after the establishment of such deposit account to cause such deposit account to be subject to an Account Control Agreement.

(b)

Administration of the Management Accounts. All amounts held in the Management Accounts constituting “securities accounts” within the meaning of Section 8-501 of the New York UCC may be invested or reinvested in Eligible Investments by the applicable Securitization Entity (or the Manager on its behalf) and such amounts may be transferred by the applicable Securitization Entity (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. Notwithstanding anything herein or in any other Related Document, the applicable Securitization Entity and the Manager shall not transfer any funds into any such investment account until such time as an Account Control Agreement is entered into with respect thereto (if such account is not subject to a Collateral Exclusion, established with the Trustee or otherwise controlled by the Trustee under the New York UCC). All income or other gain from such Eligible Investments shall be credited to the related Management Account, and any loss resulting from such investments shall be charged to the related Management Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Management Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Management Accounts shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

(d)

No Duty to Monitor. The Trustee shall have no duty or responsibility to monitor the amounts of deposits into or withdrawals from any Management Account.

Section 5.03 Senior Notes Interest Reserve Account.

(a)

Establishment of the Senior Notes Interest Reserve Account. The Master Issuer has established with the Trustee the Senior Notes Interest Reserve Account in the name of a Securitization Entity or the Trustee and has pledged such Senior Notes Interest Reserve Account to the Trustee for the benefit of the Senior Noteholders and the Trustee, solely in its capacity as trustee for the Senior Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties. The Senior Notes Interest Reserve Account may also serve as a Franchisor Capital Account (provided that, at any time when the Senior Notes Interest Reserve Account also serves as a Franchisor Capital Account, such Franchisor Capital Account shall not be a Collateral Exclusion and must be subject to an Account Control Agreement, or established with the Trustee or otherwise controlled by the Trustee under the New York UCC). The Senior Notes Interest Reserve Account shall be an Eligible Account.

(b)

Administration of the Senior Notes Interest Reserve Account. All amounts held in the Senior Notes Interest Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Senior Notes Interest Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible

Investments shall be credited to the Senior Notes Interest Reserve Account, and any loss resulting from such investments shall be charged to the Senior Notes Interest Reserve Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Senior Notes Interest Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Notes Interest Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

Section 5.04 Senior Subordinated Notes Interest Reserve Account.

(a)

Establishment of the Senior Subordinated Notes Interest Reserve Account. The Master Issuer shall, prior to the issuance of any Series of Senior Subordinated Notes, establish with the Trustee the Senior Subordinated Notes Interest Reserve Account in the name of a Securitization Entity or the Trustee and shall pledge such Senior Subordinated Notes Interest Reserve Account to the Trustee for the benefit of the Senior Subordinated Noteholders and the Trustee, solely in its capacity as trustee for the Senior Subordinated Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties. The Senior Subordinated Notes Interest Reserve Account, once established, shall be an Eligible Account.

(b)

Administration of the Senior Subordinated Notes Interest Reserve Account. All amounts held in the Senior Subordinated Notes Interest Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Senior Subordinated Notes Interest Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible Investments shall be credited to the Senior Subordinated Notes Interest Reserve Account, and any loss resulting from such investments shall be charged to the Senior Subordinated Notes Interest Reserve Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Senior Subordinated Notes Interest Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Subordinated Notes Interest Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

Section 5.05 Vendor Program Payment Reserve Account.

(a)

Establishment of the Vendor Program Payment Reserve Account. The Trustee shall establish and maintain the Vendor Program Payment Reserve Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds

deposited therein are held for the benefit of the Secured Parties. The Vendor Program Payment Reserve Account shall be an Eligible Account.

(b)

Administration of the Vendor Program Payment Reserve Account. All amounts held in the Vendor Program Payment Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Vendor Program Payment Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible Investments shall be credited to the Vendor Program Payment Reserve Account, and any loss resulting from such investments shall be charged to the Vendor Program Payment Reserve Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Vendor Program Payment Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Vendor Program Payment Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

Section 5.06 Cash Trap Reserve Account.

(a)

Establishment of the Cash Trap Reserve Account. The Trustee shall establish and maintain the Cash Trap Reserve Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. The Cash Trap Reserve Account shall be an Eligible Account.

(b)

Administration of the Cash Trap Reserve Account. All amounts held in the Cash Trap Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Cash Trap Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible Investments shall be credited to the Cash Trap Reserve Account, and any loss resulting from such investments shall be charged to the Cash Trap Reserve Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Cash Trap Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Cash Trap Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

Section 5.07 Collection Account.

(a)

Establishment of Collection Account. On or before the Closing Date, the Trustee shall establish the Collection Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. The Collection Account shall be an Eligible Account. Amounts deposited into the Collection Account on or prior to the Closing Date shall be distributed in accordance with the written instruction of the Master Issuer (or the Manager on its behalf).

(b)

Administration of the Collection Account. All amounts held in the Collection Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible Investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from Collection Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.13 (Application of Weekly Collections on Weekly Allocation Dates).

Section 5.08 Collection Account Administrative Accounts.

(a)

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, and will maintain the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):

(i) an account no. 12439500 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”);

(ii) an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”);

(iii) an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes

Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”);

(iv) an account no. 12439600 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”);

(v) an account no. 12439700 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”);

(vi) an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”);

(vii) an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”);

(viii) an account no. 12439800 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Interest Amounts (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”);

(ix) an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amounts (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Account”);

(x) an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Subordinated Notes Quarterly Post-ARD Contingent Interest Amounts (together with any successor account, the “Subordinated Notes Post-ARD Contingent Interest Account”); and

(xi) an account no. 12439900 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Securitization Operating Expense Account” for the deposit of Securitization Operating Expenses (together with any successor account, the “Securitization Operating Expense Account”).

(b)

Administration of the Collection Account Administrative Accounts. All amounts held in the Collection Account Administrative Accounts shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account Administrative Accounts shall be invested as fully as practicable in one or more Eligible

Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible Investments shall be credited to the related Collection Account Administrative Account, and any loss resulting from such investments shall be charged to the related Collection Account Administrative Account. The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Collection Account Administrative Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account Administrative Accounts shall be deposited therein and shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

Section 5.09 Hedge Payment Account.

(a)

Establishment of the Hedge Payment Account. On or before the Series Closing Date of the first Series of Notes issued pursuant to this Base Indenture providing for a Series Hedge Agreement, the Master Issuer, or the Manager on behalf of the Master Issuer, shall establish and maintain with the Trustee the Hedge Payment Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.

(b)

Administration of the Hedge Payment Account. All amounts held in the Hedge Payment Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments. In the absence of written investment instructions hereunder, funds on deposit in the Hedge Payment Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof. All income or other gain from such Eligible Investments shall be credited to the Hedge Payment Account, and any loss resulting from such investments shall be charged to the Hedge Payment Account. The Master Issuer shall not shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.

(c)

Earnings from the Hedge Payment Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Hedge Payment Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12 (Deposits, Withdrawals and Collections).

Section 5.10 Trustee as Securities Intermediary. (a) The Trustee or other Person holding any Base Indenture Account held in the name of the Trustee for the benefit of the Secured Parties (collectively the “Trustee Accounts”) shall be the “Securities Intermediary.” If the Securities Intermediary in respect of any Trustee Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Securities Intermediary set forth in this Section 5.10 (Trustee as Securities Intermediary).

(b)

The Securities Intermediary agrees that:

(i) the Trustee Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will or may be credited;

(ii) the Trustee Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) all securities or other property (other than cash) underlying any Financial Assets credited to any Trustee Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Trustee Account be registered in the name of the Master Issuer, payable to the Master Issuer or specially indorsed to the Master Issuer;

(iv) all property delivered to the Securities Intermediary pursuant to this Base Indenture will be promptly credited to the appropriate Trustee Account;

(v) each item of property (whether investment property, security, instrument or cash) credited to a Trustee Account shall be treated as a Financial Asset under Article 8 of the New York UCC;

(vi) if at any time the Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Trustee Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer or any other Person;

(vii) For purposes of all applicable UCCs, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trustee Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; For purposes of the Hague Securities Convention, the local law of the jurisdiction of the Trustee as Securities Intermediary is the law of the State of New York;

(viii) the Securities Intermediary has not entered into, and until termination of this Base Indenture, will not enter into, any agreement with any other Person relating to the Trustee Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Base Indenture will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Securities Intermediary

to comply with entitlement orders as set forth in Section 5.10(b)(vi) (Trustee as Securities Intermediary); and

(ix) except for the claims and interest of the Trustee, the Secured Parties, the Master Issuer and the other Securitization Entities in the Trustee Accounts, neither the Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Trustee Accounts or in any Financial Asset credited thereto. If the Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other Person of any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Trustee Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Servicer, the Manager, the Back-Up Manager and the Master Issuer thereof.

(c)

At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trustee Accounts and in all Proceeds thereof, and (acting at the direction of the Controlling Class Representative) shall be the only Person authorized to originate entitlement orders in respect of the Trustee Accounts; provided, however, that at all other times the Master Issuer shall, subject to the terms of the Indenture and the other Related Documents, be authorized to instruct the Trustee to originate entitlement orders in respect of the Trustee Accounts.

Section 5.11 Establishment of Series Accounts; Legacy Accounts.

(a)

Establishment of Series Accounts. To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts and/or administrative accounts of any such Series Account in accordance with the terms of such Series Supplement.

(b)

Legacy Accounts. In the case of any mandatory or optional redemption in full of any Series, Class, Subclass or Tranche of Notes issued pursuant to this Base Indenture, on the Notes Discharge Date with respect to such Series, Class, Subclass or Tranche of Notes, the Master Issuer may (but is not required to) elect to have all or any portion of the funds held in any Legacy Account with respect to such Series, Class, Subclass or Tranche of Notes transferred to the applicable distribution account for such Series, Class, Subclass or Tranche of Notes, for application toward the prepayment of such Series, Class, Subclass or Tranche of Notes. If the Master Issuer does not elect to have such funds so transferred, or if the Master Issuer elects to have only a portion of such funds so transferred, any funds remaining in the applicable Legacy Account after the applicable Notes Discharge Date shall be deposited into the Collection Account for application in accordance with the Priority of Payments. When the balance of any Legacy Account has been reduced to zero, the Trustee may close such account. The Trustee shall make the distributions and transfers and shall close any accounts as contemplated by this Section 5.11 (Establishment of Series Accounts; Legacy Accounts) pursuant to instructions delivered by the Master Issuer to the Trustee.

Section 5.12 Deposits, Withdrawals and Collections.

(a)

Deposits and Withdrawals to the Management Accounts. The Manager, the Master Issuer, the Franchisor or FoodCo, as applicable, shall deposit and withdraw available amounts from

the respective Management Accounts in accordance with this Section 5.12(a) (Deposits, Withdrawals and Collections–Deposits and Withdrawals to the Management Accounts).

(i) Deposits to the Franchisor Accounts. After the Cut-Off Date, the Manager (on behalf of the Franchisor) will deposit (or cause to be deposited) into a Franchisor Account all Securitized Franchisee Payments, all Securitized Franchisee Note Payments, all Securitized Technology Payments, all licensing fees (including Non-Securitization Entity Restaurant License Fees) and other fees related thereto.

(ii) Withdrawals from the Franchisor Accounts. The Manager may use amounts on deposit in the Franchisor Accounts at any time in accordance with the Managing Standard and as otherwise set forth in the Related Documents in order to pay expenses, including, but not limited to, Ongoing Area Director Payments, or other operating expenses that are incurred by or allocated to, in accordance with the Managing Standard, the Franchisor and any Additional Securitization Entity that from time to time acts as the “franchisor” with respect to New Securitized Franchise Agreements, New Securitized Area Development Agreements, New Securitized Area Director Arrangements and New Securitized Technology Vendor Arrangements, in each case, in the ordinary course of business relating to the operation of the Franchisor or such Additional Securitization Entity.

(iii) Deposits to the FoodCo Accounts. After the Cut-Off Date, the Manager (on behalf of FoodCo) will deposit (or cause to be deposited) into the FoodCo Account all Securitized Restaurant Vendor Program Payments.

(iv) Withdrawals from the FoodCo Accounts. The Manager may withdraw available amounts on deposit in the FoodCo Accounts at any time in accordance with the Managing Standard and as otherwise set forth in the Related Documents in order to pay operating expenses that are incurred by or allocated to, in accordance with the Managing Standard, FoodCo in the ordinary course of business relating to the operation of FoodCo, as well as any amounts required to be deposited in the Vendor Program Payment Reserve Account.

(v) Deposits to the Concentration Accounts. Until the Indenture is terminated pursuant to Section 12.01 (Termination of the Master Issuer’s and Guarantors’ Obligations), the Master Issuer, the Franchisor (or the Manager on its behalf) or FoodCo (or the Manager on its behalf), as the case may be, shall deposit (or cause to be deposited) the following amounts to the applicable Concentration Account to the extent owed to it or (in the case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified below):

(A)

all Securitized Franchisee Payments, all Non-Securitization Entity Restaurant License Fees and any Securitized Franchisee Note Payments shall be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the applicable Concentration Account) as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt); provided, that (i) for a transition period of up to sixty (60) days following the Closing Date, a portion of Securitized Franchisee Payments and any Securitized Franchisee Note Payments may be paid to the Manager and deposited by the Manager in the applicable Concentration Account within three (3) Business

Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt) and (ii) Securitized Franchisee Payments made in the form of checks may be deposited as soon as practicable so long as the aggregate amount of undeposited checks is less than $300,000;

(B)

all Securitized Technology Payments will be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the applicable Concentration Account) as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt); provided, that (i) for a transition period of up to sixty (60) days following the Closing Date, a portion of Securitized Technology Payments may be paid to the Manager and deposited by the Manager in the applicable Concentration Account within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt) and (ii) Securitized Technology Payments made in the form of checks may be deposited within ten (10) Business Days so long as the aggregate amount of undeposited checks is less than $500,000;

(C)

any Securitized Restaurant Vendor Program Payments will be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the applicable Concentration Account) as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt); provided, that (i) for a transition period of up to sixty (60) days following the Closing Date, a portion of Securitized Restaurant Vendor Program Payments may be paid to the Manager and deposited by the Manager in the applicable Concentration Account within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt) and (ii) Securitized Restaurant Vendor Program Payments made in the form of checks may be deposited within ten (10) Business Days so long as the aggregate amount of undeposited checks is less than $500,000;

(D)

as soon as practicable, and in any event within three (3) Business Days of receipt, equity contributions, if any, made (directly or indirectly) by any Non-Securitization Entity to the Holding Company Guarantor and by the Holding Company Guarantor to the Master Issuer to the extent such equity contributions are directed to be made to a Concentration Account;

(E)

as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt), all amounts received in respect of the Securitization IP, including all license fees (other than the Non-Securitization

Entity Restaurant License Fees) and recoveries from the enforcement of the Securitization IP; and

(F)

as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Collections not referred to in the preceding clauses other than Indemnification Amounts, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts or to the Collection Account.

(vi) Withdrawals from the Concentration Accounts. The Manager may, and with respect to clause (G) shall, withdraw available amounts on deposit in any Concentration Account to make the following payments and deposits:

(A)

on a daily basis, as necessary, to the extent of amounts deposited to any Concentration Account that the Manager determines were required to be deposited to another account or were deposited to such Concentration Account in error;

(B)

on a daily basis, as necessary, to distribute any Excluded Amounts;

(C)

on a daily basis, as necessary, to make payments of any refunds, credits or other amounts (i) owing to Franchisees under the Franchise Documents or otherwise, (ii) owing to any third party under a Securitized Vendor Arrangement or (iii) owing to any Non-Securitization Entity Restaurant;

(D)

on a daily basis, as necessary, so long as a Vendor Program Payment Reserve Period is in effect, to deposit any Large Securitized Vendor Program Payment Reserve Amounts to the Vendor Program Payment Reserve Account;

(E)

as and when required to pay (or to transfer to a disbursement account to pay) Ongoing Area Director Payments or to make payments of refunds, credits or other amounts (other than Area Director Optional Termination Payments) owing to Area Directors under the Securitized Area Director Arrangements;

(F)

on a monthly basis, following payment of the Area Director Royalty Percentage Payment for the prior monthly period, any Area Director Reserve Amount in excess of the Area Director Royalty Percentage Payment for such applicable prior monthly period that remains on deposit in a Concentration Account to the Collection Account for application to make payments and deposits in the order of priority set forth in the Priority of Payments; and

(G)

on a weekly basis at or prior to 4:00 p.m. (Eastern time) on the Business Day prior to each Weekly Allocation Date, all Retained Collections that do not constitute the Area Director Reserve Amount then on deposit in the Concentration Accounts to the Collection Account for application to make payments and deposits in the order of priority set forth in the Priority of Payments.

(vii) Deposits and Withdrawals from the Asset Disposition Proceeds Account. Any Asset Disposition Proceeds received by any Securitization Entity shall be deposited promptly following receipt thereof to the Asset Disposition Proceeds Account. At the election of any Securitization Entity, the Securitization Entities may direct the reinvestment of such Asset Disposition Proceeds (or, in the case of investments made with capital of the Master Issuer within the three (3) months prior to the Permitted Asset Disposition, deemed reinvested with such amounts) in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds or, with respect to Refranchising Asset Dispositions, within three (3) months prior to (in the event that such Securitization Entity elects to retroactively apply such Asset Disposition Proceeds to a past investment) and/or eighteen (18) months following receipt of such Asset Disposition Proceeds (each such period, an “Asset Disposition Reinvestment Period”); provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a calendar month budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the calendar month budget will be subject to (i) the delivery by the Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager). To the extent such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within the applicable Asset Disposition Reinvestment Period, the Master Issuer shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds promptly (but in no event later than five (5) Business Days) following the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the Collection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. Any Asset Disposition Proceeds deemed reinvested in Eligible Assets will be transferred to the Collection Account where such proceeds will be treated as Collections (and not as Asset Disposition Proceeds) for application on the following Weekly Allocation Date as indicated in the relevant Weekly Manager’s Certificate.

(viii) Deposits and Withdrawals from the Insurance Proceeds Account. All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Securitized Assets shall be deposited promptly following receipt thereof to the Insurance Proceeds Account; provided that up to $1,000,000 of Insurance/Condemnation Proceeds in each calendar year, at the election of the Manager, may be excluded from payment into the Insurance Proceeds Account and shall be treated as Collections. At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities may reinvest such Insurance/Condemnation Proceeds in Eligible Assets and/or to repair or replace the assets in respect of which such proceeds were received, in each case, within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds; provided that in the event the Manager has repaired or replaced the assets with respect to which such

Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement. To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one (1) calendar year period (each such period, a “Casualty Reinvestment Period”), the Master Issuer shall withdraw an amount equal to all such uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall instead be deposited to the Collection Account promptly following such decision to pay principal of each Series of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.

(b)

Deposits to the Collection Account. In addition to the deposit of funds from the Concentration Accounts in accordance with Section 5.12(a)(iv) (Deposits, Withdrawals and Collections–Deposits and Withdrawals to the Management Accounts–Withdrawals from the FoodCo Accounts), the Manager (or with respect to deposits in connection with an Interest Reserve Release Event, the Trustee at the direction of the Manager) will also deposit or cause to be deposited to the Collection Account the following amounts, in each case promptly after receipt (unless otherwise specified below):

(i) Indemnification Amounts within two (2) Business Days following either (i) the receipt by the Manager of such amounts if Jersey Mike’s Franchise Systems, Inc. is not the Manager or (ii) if Jersey Mike’s Franchise Systems, Inc. is the Manager, the date such amounts become payable by the related Indemnitor under the Management Agreement or any other Related Document, in each case if such Indemnification Amounts are required to be so paid;

(ii) Insurance/Condemnation Proceeds remaining in the Insurance Proceeds Account on the immediately succeeding Business Day following the expiration of the Casualty Reinvestment Period and Insurance/Condemnation Proceeds where the applicable Securitization Entity elects not to reinvest such amounts promptly after (but in no event later than five (5) Business Days) the later of such election and receipt of such Insurance/Condemnation Proceeds;

(iii) Asset Disposition Proceeds remaining in the Asset Disposition Proceeds Account on the immediately succeeding Business Day following the expiration of the Asset Disposition Reinvestment Period and Asset Disposition Proceeds where the applicable Securitization Entity elects not to reinvest such amounts promptly after (but in no event later than five (5) Business Days) the later of such election and receipt of such Asset Disposition Proceeds;

(iv) the Series Hedge Receipts, if any, received by the Securitization Entities in respect of any Series Hedge Agreements entered into by the Securitization Entities in connection with the issuance of Additional Notes following the Closing Date upon receipt thereof;

(v) upon the occurrence of any Interest Reserve Release Event, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw the amounts on deposit on the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, and deposit such amount to the Collection Account to the extent that no Senior Notes Interest Reserve Account Deficiency Amount or Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, is outstanding immediately following such deposit; and

(vi) any other amounts required to be deposited to the Collection Account hereunder or under any other Related Documents.

The Trustee will deposit or cause to be deposited into the Collection Account amounts obtained by the Trustee or the Control Party on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture, including, without limitation under Article IX (Remedies) hereof, upon receipt thereof.

(c)

Investment Income. On a weekly basis at or prior to 4:00 p.m. (Eastern time) on the Business Day prior to each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to transfer any Investment Income on deposit in the Indenture Trust Accounts (other than the Collection Account) to the Collection Account for application as Collections on that Weekly Allocation Date.

(d)

Payment Instructions. In accordance with and subject to the terms of the Management Agreement, the Master Issuer shall cause the Manager to cause (i) each Franchisee obligated at any time to make any Securitized Franchisee Payments or Securitized Franchisee Note Payments to a Concentration Account and (ii) any other Person (not an Affiliate of the Master Issuer) obligated at any time to make any payments with respect to the Securitized Assets, including, without limitation, the Securitization IP, to make such payment to a Concentration Account or the Collection Account, as determined by the Master Issuer or the Manager.

(e)

Misdirected Collections. The Master Issuer agrees that if any Collections shall be received by the Master Issuer or any other Securitization Entity in an account other than an Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by the Master Issuer or such other Securitization Entity with any of their other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by the Master Issuer or such other Securitization Entity for, and, within three (3) Business Days of the identification of such payment, paid over to, the Trustee, with any necessary endorsement. The Trustee shall withdraw from the Collection Account any monies on deposit therein that the Manager certifies to it and the Servicer are not Retained Collections and pay such amounts to or at the direction of the Manager. In addition, the Trustee shall withdraw any amounts from the Collection Account that are required to be returned to a deposit bank under any Account Control Agreement and remit such funds in accordance with such Account Control Agreement. All monies, instruments, cash and other proceeds of the Securitized Assets received by the Trustee pursuant to the Indenture shall be immediately deposited in the Collection Account and shall be applied as provided in this Article V (Allocation and Application of Collections).

Section 5.13 Application of Weekly Collections on Weekly Allocation Dates. On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly

Manager’s Certificate is delivered) commencing no later than January 10, 2020, the Trustee shall, based solely on the information contained in the Weekly Manager’s Certificate, withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:

(i) first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:

(A)

to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then

(B)

to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then

(C)

if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then

(D)

to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then

(E)

provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then

(F)

to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then

(G)

to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes; provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;

(ii) second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date, together with any such fees previously accrued and unpaid;

(iii) third, to pay Successor Manager Transition Expenses, if any;

(iv) fourth, to pay the Weekly Management Fee to the Manager;

(v) fifth, pro rata,

(A)

to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v); and

(B)

so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;

(vi) sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:

(A)

to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;

(B)

to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and

(C)

to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;

(vii) seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;

(viii) eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;

(ix) ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount;

provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;

(x) tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;

(xi) eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;

(xii) twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes affected by such Class A-1 Notes Amortization Event, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;

(xiii) thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;

(xiv) fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;

(xv) fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;

(xvi) sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the

immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority (v) above;

(xvii) seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;

(xviii) eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;

(xix) nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;

(xx) twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;

(xxi) twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;

(xxii) twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;

(xxiii) twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;

(xxiv) twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;

(xxv) twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;

(xxvi) twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;

(xxvii) twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;

(xxviii) twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;

(xxix) twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and

(xxx) thirtieth, to pay the Residual Amount at the direction of the Master Issuer.

Section 5.14 Quarterly Payment Date Applications.

(a)

Senior Notes Interest Payment Account.

(i) On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to cover any Class A-1 Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(ii) If the amount of funds allocated to the Senior Notes Interest Payment Account referred to in subclause (i) with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event shall be triggered and any funds reallocated as a result thereof into the Senior Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. If such insufficiency is not eliminated following the reallocation of funds as a result of the Quarterly Reallocation Event, the Master Issuer shall instruct the Trustee in writing to withdraw an amount equal to any remaining insufficiency from first, the Senior Notes Interest Reserve Account to the extent of funds on deposit therein and second, from funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts pursuant to subclause (i); provided that in the event amounts on deposit in the Senior Notes Interest Reserve Account or funds

available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes are required to be withdrawn in connection with the Class A1 Quarterly Commitment Fee Amount insufficiency, such amounts shall be allocated ratably based on the respective insufficiencies toward which such amounts are required to be allocated.

(iii) If the result of (i) the accrued and unpaid Senior Notes Quarterly Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to the next succeeding Quarterly Payment Date over (ii) the amount that will be available to make payments of interest on the Senior Notes in accordance with subclauses (i) and (ii) above on such Quarterly Payment Date, is greater than zero (a “Senior Notes Quarterly Interest Shortfall Amount”), then in accordance with the terms and conditions of the Servicing Agreement, by 3:00 p.m. (Eastern time) on the Business Day preceding such Quarterly Payment Date, the Servicer shall make a Debt Service Advance in such amount unless the Servicer notifies the Manager, the Back-Up Manager and the Trustee by such time that it has, reasonably and in good faith, determined such Debt Service Advance (and interest thereon) is a Nonrecoverable Advance. If the Servicer fails to make such Debt Service Advance (unless the Servicer has, reasonably and in good faith, determined that such Debt Service Advance (and interest thereon) would be a Nonrecoverable Advance), pursuant to Section 10.01(k) (Duties of the Trustee), the Trustee shall make the Debt Service Advance unless it determines that such Debt Service Advance (and interest thereon) is a Nonrecoverable Advance. In determining whether any Debt Service Advance (and interest thereon) is a Nonrecoverable Advance, the Trustee may conclusively rely on the determination of the Servicer. All Debt Service Advances shall be deposited into the Senior Notes Interest Payment Account. If, after giving effect to all Debt Service Advances made with respect to any Quarterly Payment Date, the Senior Notes Quarterly Interest Shortfall Amount with respect to such Quarterly Payment Date remains greater than zero, then the payment of the Senior Notes Quarterly Interest Amount as reduced by such Senior Notes Quarterly Interest Shortfall Amount to be distributed on such Quarterly Payment Date to the Senior Notes shall be paid to the Senior Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Senior Notes Quarterly Interest Shortfall Amount. An additional amount of interest may accrue on the Senior Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Senior Notes Quarterly Interest Shortfall Amount is paid in full, as set forth in the Series Supplement for such Series.

(b)

Class A-1 Notes Commitment Fees Account.

(i) On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Class A-1 Notes Commitment Fees Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to cover any Class A-1 Commitment Fee Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Class A-1 Notes Commitment Fees Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the applicable Class A-1 Notes, up to the Class A-1 Quarterly Commitment Fee Amount accrued and unpaid with respect to the applicable Class A-1 Notes, pro rata among each Series of Class A-1 Notes based upon the Class

A-1 Quarterly Commitment Fee Amount payable with respect to each such Series, and deposit such funds into the applicable Series Distribution Account.

(ii) If the amount of funds allocated to the Class A-1 Notes Commitment Fees Account referred to in subclause (i) with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the accrued and unpaid Class A-1 Quarterly Commitment Fee Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Class A-1 Notes Commitment Fees Account shall be distributed in accordance with subclause (i) above. If such insufficiency is not eliminated following the reallocation of funds as set forth in Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events), the Master Issuer shall instruct the Trustee in writing to withdraw an amount equal to any remaining insufficiency from first, the Senior Notes Interest Reserve Account to the extent of funds on deposit therein and second, from funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts pursuant to subclause (i); provided that in the event amounts on deposit in the Senior Interest Reserve Account or funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes are required to be withdrawn in connection with the Senior Notes Quarterly Interest Amount insufficiency, such amounts shall be allocated ratably based on the respective insufficiencies toward which such amounts are required to be allocated.

(iii) If the result of (i) the accrued and unpaid Class A-1 Quarterly Commitment Fee Amounts for the Interest Accrual Period ending most recently prior to the next succeeding Quarterly Payment Date over (ii) the amount that shall be available to make payments on the Class A-1 Quarterly Commitment Fee Amount in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Class A-1 Quarterly Commitment Fees Shortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Class A-1 Notes shall be paid to the Class A-1 Notes, pro rata among each Series of Class A-1 Notes based upon the amount of Class A-1 Quarterly Commitment Fee Amounts payable with respect to each such Series of Class A-1 Notes; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Class A-1 Quarterly Commitment Fees Shortfall Amount. An additional amount of interest may accrue on each such Class A-1 Quarterly Commitment Fees Shortfall Amount for each subsequent Interest Accrual Period until each such Class A-1 Quarterly Commitment Fees Shortfall Amount is paid in full, as set forth in the Series Supplement for such Series or Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.

(c)

Senior Subordinated Notes Interest Payment Account.

Senior Subordinated Notes, up to the accrued and unpaid Senior Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Subordinated Notes of the same alphanumerical designation based upon the amount of the Senior Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(ii) If the amount of funds allocated to the Senior Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Senior Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Senior Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. If such insufficiency is not eliminated following the reallocation of funds as set forth in Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events), the Master Issuer shall instruct the Trustee in writing to withdraw an amount equal to any remaining insufficiency from first, the Senior Subordinated Notes Interest Reserve Account to the extent of funds on deposit therein and second, from funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Subordinated Notes, and deposit such funds into the Senior Subordinated Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts pursuant to subclause (i).

(iii) If the result of (i) the accrued and unpaid Senior Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Senior Subordinated Notes on such Quarterly Payment Date in accordance with subclauses (i) and (ii) above, is greater than zero (a “Senior Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Senior Subordinated Notes shall be paid to the Senior Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Subordinated Notes of the same alphanumerical designation based upon the amount of the Senior Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Senior Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Senior Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Senior Subordinated Notes Quarterly Interest Shortfall is paid in full, as set forth in the Series Supplement for such Series.

(d)

Senior Notes Principal Payment Account.

(i) On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, to be paid for the benefit of (A) in the case of funds allocated pursuant to priority (i) of the Priority of Payments, the Holders of each applicable Class of Senior Notes up to the aggregate amount of Indemnification Amounts, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) in the case of funds allocated pursuant to priorities (x), (xii),

(xiv) and (xxvi) of the Priority of Payments and subclause (ii) below, if applicable, excluding any applicable Principal Release Amounts, the Holders of each applicable Class of Senior Notes in the order of priority set forth in the Priority of Payments with respect to such priorities (x), (xii), (xiv) and (xxvi), in the order and proportions such Notes are to be allocated funds in accordance with the Priority of Payments, and deposit such funds into the applicable Series Distribution Account.

(ii) If the aggregate amount of funds allocated to the Senior Notes Principal Payment Account pursuant to priorities (x), (xii), (xiv) and (xxvi) of the Priority of Payments on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the sum (without duplication) of (A) the Senior Notes Quarterly Scheduled Principal Amounts or any Senior Notes Quarterly Scheduled Principal Deficiency Amounts due with respect to each applicable Class of Senior Notes on such Quarterly Payment Date, (B) so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, the Outstanding Principal Amount of the Class A-1 Notes and (C) if a Rapid Amortization Event has occurred and is continuing, the Outstanding Principal Amount of the Senior Notes, on the next Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Senior Notes Principal Payment Account shall be distributed in accordance with subclause (i) above.

(iii) If any payment of principal of any Class A-1 Notes of any Series pursuant to subclause (i) above is required pursuant to the Series Supplement for such Series or Variable Funding Note Purchase Agreement to be deposited with the applicable L/C Provider to serve as collateral and act as security (the “Cash Collateral”) for any obligations of the Master Issuer relating to letters of credit issued thereunder (the “Collateralized Letters of Credit”), then upon the expiration of the Collateralized Letters of Credit the Cash Collateral shall be remitted to the Master Issuer in accordance with such Series Supplement or Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.

(e)

Senior Subordinated Notes Principal Payment Account.

(i) To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, to be paid for the benefit of (A) in the case of funds allocated pursuant to priority (i) of the Priority of Payments, the Holders of each applicable Class of Senior Subordinated Notes up to the aggregate amount of Indemnification Amounts, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) in the case of funds allocated pursuant to priorities (xiv), (xv) and (xxvii) of the Priority of Payments, and subclause (ii) below, if applicable, excluding any applicable Principal Release Amounts, the Holders of each applicable Class of Senior Subordinated Notes in the order of priority set forth in the Priority of Payments with respect to such priorities (xiv), (xv) and (xxvii), in each case sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal

Amount of the Senior Subordinated Notes of such Class, and deposit such funds into the applicable Series Distribution Account.

(ii) If the aggregate amount of funds allocated to the Senior Subordinated Notes Principal Payment Account pursuant to priorities (xiv), (xv) and (xxvii) of the Priority of Payments on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the sum (without duplication) of (A) the Senior Subordinated Notes Quarterly Scheduled Principal Amount and any Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amounts due with respect to each applicable Class of Senior Subordinated Notes on such Quarterly Payment Date and (B) if a Rapid Amortization Period is continuing, the Outstanding Principal Amount of the Senior Subordinated Notes, on the next Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Senior Subordinated Notes Principal Payment Account shall be distributed in accordance with subclause (i) above.

(f)

Subordinated Notes Interest Payment Account.

(i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(ii) If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above.

(iii) If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with

respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall. An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the Series Supplement for such Series.

(g)

Subordinated Notes Principal Payment Account.

(i) To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, to be paid for the benefit of (A) in the case of funds allocated pursuant to priority (i) of the Priority of Payments, the Holders of each applicable Class of Subordinated Notes up to the aggregate amount of Indemnification Amounts, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) in the case of funds allocated pursuant to priorities (xx), (xxi) and (xxviii) of the Priority of Payments, and subclause (ii) below, if applicable, excluding any applicable Principal Release Amounts, the Holders of each applicable Class of Subordinated Notes in the order of priority set forth in the Priority of Payments with respect to such priorities (xx), (xxi) and (xxviii), in each case sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Subordinated Notes of such Class and deposit such funds into the applicable Series Distribution Account.

(ii) If the aggregate amount of funds allocated to the Subordinated Notes Principal Payment Account pursuant to priorities (xx), (xxi) and (xxviii) of the Priority of Payments on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the sum (without duplication) of (A) the Subordinated Notes Quarterly Scheduled Principal Amounts and any Subordinated Notes Quarterly Scheduled Principal Deficiency Amounts due with respect to each applicable Class of Subordinated Notes on such Quarterly Payment Date and (B) if a Rapid Amortization Period is continuing, the Outstanding Principal Amount of the Subordinated Notes, on the next Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Principal Payment Account shall be distributed in accordance with subclause (i) above.

(h)

Senior Notes Post-ARD Contingent Interest Account.

(i) On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Senior Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Senior Notes Post-ARD Contingent Interest Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of each applicable Class of Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Notes of the same alphanumerical designation based upon the Senior Notes Quarterly Post-ARD Contingent Interest Amount payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(ii) If the aggregate amount of funds allocated to the Senior Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the Senior Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Senior Notes Post-ARD Contingent Interest Account shall be distributed in accordance with subclause (i) above.

(i)

Senior Subordinated Notes Post-ARD Contingent Interest Account.

(i) To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Senior Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, the funds allocated to the Senior Subordinated Notes Post-ARD Contingent Interest Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of each applicable Class of Senior Subordinated Notes, up to the accrued and unpaid Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(ii) If the aggregate amount of funds allocated to the Senior Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period pursuant to subclause (i) above is insufficient to pay the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Senior Subordinated Notes Post-ARD Contingent Interest Account shall be distributed in accordance with subclause (i) above.

(j)

Subordinated Notes Post-ARD Contingent Interest Account.

(i) To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Post-ARD Contingent Interest Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of each applicable Class of Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the Subordinated Notes Quarterly Post-ARD Contingent Interest Amount payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.

(ii) If the aggregate amount of funds allocated to the Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period pursuant to subclause (i) above is insufficient to pay the Subordinated Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Post-ARD Contingent Interest Account shall be distributed in accordance with subclause (i) above.

(k)

Amounts on Deposit in the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account and the Cash Trap Reserve Account.

(i) On each Quarterly Calculation Date (A) preceding a Quarterly Payment Date that is a Cash Trapping Release Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date from funds then on deposit in the Cash Trap Reserve Account an amount equal to the applicable Cash Trapping Release Amount and (B) preceding the first Quarterly Payment Date occurring on or after the date on which all Senior Notes and all Senior Subordinated Notes have been paid in full, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date all funds then on deposit in the Cash Trap Reserve Account (in each case, after giving effect to any allocations to be made as of such Quarterly Payment Date from the Cash Trap Reserve Account) and deposit such funds into the Collection Account for distribution in accordance with the Priority of Payments.

(ii) On each Quarterly Calculation Date, the Master Issuer shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date funds allocated to the Cash Trap Reserve Account on each Weekly Allocation Date with respect to the related Quarterly Collection Period and (I) apply such funds on the following Quarterly Payment Date to the extent necessary to pay, in the following order of priority (A) unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate) and (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (II) in the event of a Quarterly Reallocation Event, allocate such funds in excess of the funds required to be paid pursuant to subclause (ii)(I) in accordance with Section

5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) and (III) if a Rapid Amortization Period is continuing or a Rapid Amortization Event will occur on the following Quarterly Payment Date, allocate any remaining funds to the Senior Notes Principal Payment Account until the Outstanding Principal Amount of the Senior Notes is paid in full, and allocate any remaining funds thereafter to the Collection Account for distribution in accordance with the Priority of Payments.

(iii) On any Cash Trapping Release Date, the Trustee shall release from the Cash Trap Reserve Account, as directed in writing by the Master Issuer (or the Manager on its behalf), the Cash Trapping Release Amount with respect to such Cash Trapping Release Date and deposit such amount into the Collection Account.

(iv) Amounts on deposit in the Cash Trap Reserve Account will be available to make optional prepayments of principal of the Senior Notes in accordance with the Series Supplement for such Series, at the sole discretion of the Master Issuer (or the Manager acting on its behalf). Any such amounts used to make optional prepayments on a Quarterly Payment Date (1) will be allocated (after giving effect to all other payments to be made as of the related Quarterly Payment Date, including all other releases and payments from the Cash Trap Reserve Account) pursuant to priorities (ii) through (xxviii) of the Priority of Payments (except for priority (xiii) thereof), and then (2) will be allocated to the applicable Series Distribution Accounts to make optional prepayments of principal on the Senior Notes (either (a) if a Class A-1 Notes Amortization Event has occurred and is continuing, first, to prepay and permanently reduce the commitments under all Class A-1 Notes, on a pro rata basis based on commitment amounts and then, to prepay all Senior Notes of all Series other than the Class A-1 Notes in alphanumeric order on a pro rata basis based on principal outstanding or (b) if a Class A-1 Notes Amortization Event is not continuing, to prepay all Senior Notes of all Series other than the Class A-1 Notes on a pro rata basis based on principal outstanding so long as, immediately after giving effect to such prepayment, an amount is retained in the Cash Trap Reserve Account that is equal to the aggregate principal amount outstanding under the Class A-1 Notes at such time); provided that any such optional prepayment will be accompanied by the payment of any make-whole prepayment premiums related thereto, to the extent such prepayment premiums are otherwise payable in connection with the optional prepayment of such Notes in accordance with the Series Supplement for such Series.

(v) If the Master Issuer (or the Manager on its behalf) determines, with respect to any Series of Senior Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.14 (Quarterly Payment Date Applications) on any Series Legal Final Maturity Date related to such Series of Senior Notes is less than the Outstanding Principal Amount of such Series of Senior Notes, on the Quarterly Calculation Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Notes Interest Reserve Account an amount equal to such insufficiency (and, to the extent the amount in the Senior Notes Interest Reserve Account is insufficient, the Master Issuer (or the Manager on its behalf) shall instruct the Control Party to draw on the applicable Interest Reserve Letter of Credit) and deposit such amount into the applicable Series Distribution Accounts, to be paid to the Senior Notes sequentially in order of alphanumeric designation and pro rata among each Class of Senior Notes of the

same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Notes of each such Class.

(vi) If the Master Issuer (or the Manager on its behalf) determines, with respect to any Series of Senior Subordinated Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.14 (Quarterly Payment Date Applications) on any Series Legal Final Maturity Date related to such Series of Senior Subordinated Notes is less than the Outstanding Principal Amount of such Series of Senior Subordinated Notes, on the Quarterly Calculation Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Subordinated Notes Interest Reserve Account an amount equal to such insufficiency (and, to the extent the amount in the Senior Subordinated Notes Interest Reserve Account is insufficient, the Master Issuer (or the Manager on its behalf) shall instruct the Control Party to make a draw on the applicable Interest Reserve Letter of Credit) and deposit such amount into the applicable Series Distribution Accounts, to be paid to the Senior Subordinated Notes sequentially in order of alphanumeric designation and pro rata among each Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Subordinated Notes of each such Class.

(vii) On any date on which no Senior Notes are Outstanding, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Notes Interest Reserve Account and to deposit all remaining funds into the Collection Account and/or to return any outstanding Interest Reserve Letter of Credit maintained with respect to the Senior Notes Interest Reserve Account to the issuer thereof for cancellation.

(viii) On any date on which no Senior Subordinated Notes are Outstanding, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Subordinated Notes Interest Reserve Account and to deposit all remaining funds into the Collection Account and/or to return any outstanding Interest Reserve Letter of Credit maintained with respect to the Senior Subordinated Notes Interest Reserve Account to the issuer thereof for cancellation.

(ix) Upon the occurrence of any Interest Reserve Release Event, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to (i) withdraw the aggregate amounts on deposit in the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, and deposit such amount into the Collection Account for distribution in accordance with the Priority of Payments or (ii) replace any Interest Reserve Letter of Credit, and the Trustee or the Control Party on its behalf shall deliver to the Master Issuer any such replaced Interest Reserve Letter of Credit simultaneously with the receipt of any Interest Reserve Letter of Credit in replacement thereof, whether by way of escrow or otherwise, in each case to the extent that no Senior Notes Interest Reserve Account Deficiency Amount or Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, will be outstanding on the immediately following Weekly Allocation Date.

(l)

Amounts on Deposit in the Vendor Program Reserve Account.

(i) On each Quarterly Calculation Date while a Vendor Program Payment Reserve Period is in effect, the Master Issuer (or the Manager on its behalf) will instruct the Trustee in writing to withdraw from the Vendor Program Payment Reserve Account an amount equal to 25% of the aggregate amount of Large Securitized Vendor Program Payment Reserve Amounts then on deposit in the Vendor Program Payment Reserve Account and deposit such amount in the Collection Account for distribution in accordance with the Priority of Payments. In addition, the Master Issuer may withdraw any or all of the amount on deposit in the Vendor Program Payment Reserve Account to make Scheduled Principal Payments on Senior Notes; provided that if any payment of principal is made on a Class A-1 Note from such amounts, a corresponding reduction of the related commitment shall be required.

(ii) On each Quarterly Calculation Date preceding a Quarterly Payment Date that is a Vendor Program Payment Reserve Release Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date all funds then on deposit in the Vendor Program Payment Reserve Account and deposit such funds into the Collection Account for distribution in accordance with the Priority of Payments on the related Quarterly Payment Date.

(m)

Principal Release Amount.

(i) If a Rapid Amortization Period or Event of Default is continuing, each Principal Release Amount shall be applied in the order set forth in Section 5.14(d)(i) (Quarterly Payment Date Applications–Senior Notes Principal Payment Account), Section 5.14(e)(i) (Quarterly Payment Date Applications–Senior Subordinated Notes Principal Payment Account) or Section 5.14(g)(i) (Quarterly Payment Date Applications–Subordinated Notes Principal Payment Account), as applicable, notwithstanding the exclusion of Principal Release Amounts therein.

(ii) So long as no Rapid Amortization Period, Event of Default or Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority, (A) unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts, Class A-1 Quarterly Commitment Fee Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.14 (Quarterly Payment Date Applications). The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes.

(iii) If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof. The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes.

(n)

Securitization Operating Expense Account. On or prior to the time specified in Section 4.01(a) (Reports and Instructions to Trustee–Weekly Manager’s Certificate) hereof for the delivery of an Weekly Manager’s Certificate with respect to an Weekly Allocation Date, the Master Issuer shall instruct the Trustee in writing to withdraw on the related Weekly Allocation Date an amount equal to the lesser of (i) the sum of all Securitization Operating Expenses then due and payable and (ii) the amount on deposit in the Securitization Operating Expense Account after giving effect to any deposits thereto pursuant to the Priority of Payments on such date and apply such funds to pay any Securitization Operating Expenses then due and payable.

(o)

Hedge Payment Account.

(ii) If the amount of funds allocated to the Hedge Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the aggregate accrued and unpaid Series Hedge Payment Amount due and payable since the prior Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.14(q) (Quarterly Payment Date Applications– Quarterly Reallocation Events) shall be triggered and any funds reallocated as a result thereof into the Hedge Payment Account shall be distributed in accordance with subclause (i) above.

(p)

Optional Prepayments. The Master Issuer shall have the right to optionally prepay the Outstanding Principal Amount of any Series, Class, Subclass or Tranche of Notes, in whole or in part in accordance with the Series Supplement for such Series or, to the extent applicable, the Variable Funding Note Purchase Agreement (such prepayment, an “Optional Prepayment”); provided that following a Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, all optional prepayments must be applied first, pro rata among each Class in order of priority, to Senior Notes, second, pro rata among each Class in order of priority, to Senior

Subordinated Notes and third, pro rata among each Class in order of priority to Subordinated Notes. Following a Rapid Amortization Event as a result of the event described in clause (b) of the definition of such term, the Master Issuer may make an Optional Prepayment during the Post-ARD Rapid Amortization Cure Period with respect to such Series of Notes (or Class or Tranche thereunder) for purposes of curing such Rapid Amortization Event; provided that as a condition to making such Optional Prepayment, following such Optional Prepayment, there will be no Rapid Amortization Event or Potential Rapid Amortization Event with respect to any Series of Notes (or Class or Tranche thereunder). The Master Issuer shall instruct the Trustee in writing to withdraw on each applicable optional prepayment date, including such prepayment dates that do not occur on Quarterly Payment Dates, the prepayment amounts on deposit in the applicable Series Distribution Account in accordance with the Series Supplement for such Series or, to the extent applicable, the Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.

(q)

Quarterly Reallocation Events. In the event that there exists any shortfall with respect to amounts payable under any subsection of this Section 5.14 (Quarterly Payment Date Applications) that specifically refers to this clause (p) (a “Quarterly Reallocation Event”), then the Master Issuer (or the Manager on its behalf) shall instruct the Trustee to reallocate on the relevant Quarterly Calculation Date (subject to Section 5.14(k)(ii) (Quarterly Payment Date Applications–Amounts on Deposit in the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account and the Cash Trap Reserve Account)) the aggregate funds on deposit in the Specified Indenture Trust Accounts that were allocated during the immediately preceding Quarterly Collection Period to the Specified Indenture Trust Accounts in sequential order in the aggregate amounts due under priorities (vi), (viii), (x), (xii), (xiii), (xiv), (xv), (xix), (xx), (xxi), (xxii), (xxiii), (xxiv), (xxvi), (xxvii), (xxviii) and (xxix) of the Priority of Payments for such Quarterly Collection Period.

Section 5.15 Determination of Quarterly Interest. Quarterly payments of interest and fees on each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the Series Supplement for such Series and, to the extent applicable, the Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.

Section 5.16 Determination of Quarterly Principal. Quarterly payments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the Series Supplement for such Series and, to the extent applicable, the Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.

Section 5.17 Prepayment of Principal. Mandatory prepayments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the Series Supplement for such Series, and to the extent applicable, the Variable Funding Note Purchase Agreement, in each case, if not otherwise described herein, and as set forth in the Quarterly Noteholders’ Report.

Section 5.18 Retained Collections Contributions. With respect to any Quarterly Collection Period, the Master Issuer may designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $2,500,000 in any Quarterly Collection Period or more than $5,000,000 during any period of four (4) consecutive Quarterly Collection Periods or more than $10,000,000 from the Closing Date to the latest Series Legal Final Maturity Date for any Notes Outstanding; provided that any Retained Collections Contribution made shall be excluded from the Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine compliance with any Series Non-Amortization Test and (b) to determine the New Series Pro Forma DSCR.

The amount of any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Periods ended immediately prior to such Weekly Allocation Date is at least 1.75x without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxix) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date.

Section 5.19 Interest Reserve Letters of Credit. The Master Issuer may, in lieu of funding (or as partial replacement for funding) the Senior Notes Interest Reserve Account and/or the Senior Subordinated Notes Interest Reserve Account in the amounts required hereunder, maintain one or more Interest Reserve Letters of Credit issued under a Variable Funding Note Purchase Agreement for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, each in a face amount equal to the amounts required to be funded in respect of such account(s) had such Interest Reserve Letter of Credit not been issued. Where on any Quarterly Calculation Date the Master Issuer (or the Manager on its behalf) instructs the Trustee to withdraw funds from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, for allocation or payment on the following Quarterly Payment Date, such funds shall be drawn, first, from amounts on deposit in the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, on such Quarterly Calculation Date and second, from amounts available to be drawn under the applicable Interest Reserve Letter of Credit.

Each such Interest Reserve Letter of Credit (a) shall name each of the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and the Control Party as the beneficiary thereof; (b) shall allow the Trustee (or the Control Party on the Trustee’s behalf) to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to Section 5.14 (Quarterly Payment Date Applications); (c) shall have an expiration date of no later than ten (10) Business Days prior to the Class A-1 Notes Renewal Date specified in the related Variable Funding Note Purchase Agreement pursuant to which such Interest Reserve Letter of Credit was issued; and (d) shall indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.

If, on the date that is five (5) Business Days prior to the expiration of any such Interest Reserve Letter of Credit, such Interest Reserve Letter of Credit has not been replaced or renewed and the Master Issuer has not otherwise deposited funds into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in the amounts that would otherwise be required had such Interest Reserve Letter of Credit not been issued, the Control Party (on behalf of the Trustee) shall submit a notice of drawing under such Interest Reserve Letter of Credit and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account (as directed in writing by the Manager), as applicable, in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount or the Senior Subordinated Notes Interest Reserve Account Deficiency Amount on such date, as applicable, in each case calculated as if such Interest Reserve Letter of Credit had not been issued.

If, on any day an Interest Reserve Letter of Credit is outstanding, such Interest Reserve Letter of Credit becomes an Ineligible Interest Reserve Letter of Credit, then (a) on the fifth (5th) Business Day after such day, either (i) the Master Issuer shall fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, or (ii) the Trustee (at the direction of the Master Issuer) or the Control Party (on the Master Issuer’s behalf) shall submit a notice of drawing

under such Interest Reserve Letter(s) of Credit and apply the proceeds of such drawing to fund such account, in either case in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount or the Senior Subordinated Notes Interest Reserve Account Deficiency Amount on such date, in each case calculated as if such Interest Reserve Letter(s) of Credit had not been issued or (b) prior to the fifth (5th) Business Day after such day, the Master Issuer shall obtain one or more replacement Interest Reserve Letters of Credit on substantially the same terms as each such Interest Reserve Letter of Credit being replaced.

The (i) Trustee (at the direction of the Master Issuer) shall or (ii) the Control Party (at the Master Issuer’s request and on the Master Issuer’s behalf) may submit a notice of drawing under such Interest Reserve Letter of Credit issued by such L/C Provider and the proceeds of any such draw shall be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.

Upon the occurrence of any Interest Reserve Release Event, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to either (i) replace any Interest Reserve Letter of Credit, and the Trustee or the Control Party on its behalf shall deliver to the Master Issuer any such replaced Interest Reserve Letter of Credit simultaneously with the receipt of any Interest Reserve Letter of Credit in replacement thereof, whether by way of escrow or otherwise, or (ii) reduce the face amount of any Interest Reserve Letter of Credit in accordance with the relevant terms thereof, and the Trustee or the Control Party on its behalf shall deliver to the relevant issuing bank a letter instructing the issuing bank to reduce the face amount of such Interest Reserve Letter of Credit, in each case, to the extent that no Senior Notes Interest Reserve Account Deficiency Amount or Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, will be outstanding on the immediately following Weekly Allocation Date, as set forth in an Officer’s Certificate of the Master Issuer (or the Manager on its behalf) delivered to the Trustee, the Control Party and the applicable issuing bank in connection with such written instructions of the Master Issuer (or the Manager on its behalf).

Section 5.20 Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account, the Cash Trap Reserve Account, the Vendor Program Payment Reserve Account, the Collection Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer or cause to be transferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer or cause to be transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Management Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the Manager shall, promptly following the establishment of such related new Eligible Account, notify each Franchisee of a change in payment instructions, if any.

Section 5.21 Instructions and Directions. Any instructions or directions to be provided by the Master Issuer referenced in this Article V (Allocation and Application of Collections) may be given by the Manager on behalf of the Master Issuer and (a) with respect to a Quarterly Calculation Date or Quarterly Payment Date, respectively, shall be contained in the applicable Quarterly Noteholders’ Report for such Quarterly Payment Date and (b) with respect to a Weekly Allocation Date shall be contained in the Weekly Manager’s Certificate for such Weekly Allocation Date.

ARTICLE VI

DISTRIBUTIONS

Section 6.01 Distributions in General. (a) Unless otherwise specified in the Series Supplement for such Series, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.

(b)

Unless otherwise specified in the Series Supplement for such Series, in this Base Indenture or in any applicable Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., A-1, A-2, B-1, B-2 and not A-1, B-1, A-2, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided, however, that any roman numeral denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority, i.e. “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” except to the extent specified in this Base Indenture, the Series Supplement for such Series or the related Variable Funding Note Purchase Agreement; provided, further, however, that unless otherwise specified in the Series Supplement, in this Base Indenture or in any applicable Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Securitized Assets proceeds resulting from exercise of remedies upon an Event of Default. The use of Subclass designations or Tranche designations or other designations to differentiate Note characteristics within a Class shall not alter priority or the requirement to pay among the Class pro rata unless expressly provided for in the Series Supplement for the Series that includes such Class.

(c)

Unless otherwise specified in the Series Supplement for such Series, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

The Master Issuer hereby represents and warrants, for the benefit of the Trustee and the Noteholders, as follows as of the date hereof and as of each Series Closing Date:

Section 7.01 Existence and Power. Each Securitization Entity (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, and (c) has all limited liability company, corporate or other powers and all governmental licenses, authorizations, consents and approvals required (i) to carry on its business as now conducted and (ii) for consummation of the transactions contemplated by the Indenture and the other Related Documents except, in the case of clauses (b) and (c)(i), to the extent the failure to do so would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.

Section 7.02 Company and Governmental Authorization. The execution, delivery and performance by the Master Issuer of this Base Indenture and any Series Supplement and by the Master Issuer and each other Securitization Entity of the other Related Documents to which it is a party (a) is within such Securitization Entity’s limited liability company, corporate or other powers and has been duly authorized by all necessary limited liability company, corporate or other action, (b) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained (other than any actions or filings that may be undertaken after the Closing Date pursuant to the terms of this Base Indenture or any other Related Document) and (c) does not contravene, or constitute a default under, any Requirements of Law with respect to such Securitization Entity or any Contractual Obligation with respect to such Securitization Entity or result in the creation or imposition of any Lien on any property of any Securitization Entity (other than Permitted Liens), except for Liens created by this Base Indenture or the other Related Documents, except in the case of clauses (b) and (c) above, solely with respect to the Contribution Agreements, the violation of which would not reasonably be expected to result in a Material Adverse Effect. This Base Indenture and each of the other Related Documents to which each Securitization Entity is a party has been executed and delivered by a duly Authorized Officer of such Securitization Entity.

Section 7.03 No Consent. No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by the Master Issuer of this Base Indenture and any Series Supplement and by the Master Issuer and each other Securitization Entity of any Related Document to which it is a party or for the performance of any of the Securitization Entities’ obligations hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings (a) as shall have been obtained or made by such Securitization Entity prior to the Closing Date as are permitted to be obtained subsequent to the Closing Date in accordance with Section 7.13 (Security Interests), Section 8.25 (Covenants Regarding the Securitization IP) or Section 8.36 (Tax Lien Reserve Amount) or (b) relating to the performance of any Collateral Business Documents, the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect.

Section 7.04 Binding Effect. This Base Indenture and each other Related Document to which a Securitization Entity is a party is a legal, valid and binding obligation of each such Securitization Entity enforceable against such Securitization Entity in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws

affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

Section 7.05 Litigation. There is no action, suit, proceeding or investigation pending against or, to the knowledge of the Master Issuer, threatened against or affecting any Securitization Entity or of which any property or assets of such Securitization Entity is the subject before any court or arbitrator or any Governmental Authority that (a) would affect the validity or enforceability of this Base Indenture or any Series Supplement or (b) either individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect.

Section 7.06 ERISA. During the five-year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan, no ERISA Event has occurred which would reasonably be expected to have a Material Adverse Effect. No Securitization Entity has any contingent liability with respect to any post-retirement welfare benefits under a Welfare Plan, other than liability (i) for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA or other applicable continuation of coverage laws or (ii) that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan for which any Securitization Entity has any liability (excluding a Multiemployer Plan) presently complies and has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations, including ERISA and the Code, except for such instances of noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Benefit Plan, other than transactions effected pursuant to a statutory or administrative exemption or such transactions as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, each such Employee Benefit Plan for which any Securitization Entity has any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a current favorable determination or opinion letter from the IRS regarding such qualification (or an application for such a letter is currently pending) and nothing has occurred, to the knowledge of the Master Issuer, whether by action or by failure to act, that would cause the loss of such qualification.

Section 7.07 Tax Filings and Expenses. Each Securitization Entity has filed, or caused to be filed, all federal, state, local and foreign Tax returns required to be filed by such Securitization Entity, subject to permitted extensions (except in any case in which the failure to so file would not, individually or in the aggregate, have a Material Adverse Effect), and has paid, or caused to be paid, all Taxes due pursuant to said returns, except such Taxes (i) as are being contested in good faith and by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP or (ii) as would not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Non-Securitization Entity. Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Section 7.08 Disclosure. No written report, financial statements, certificate or other information furnished in writing (other than projections, budgets, other estimates and general market, industry and economic data) to the Trustee or the Holders by or on behalf of the Securitization Entities pursuant to any provision of the Indenture or any other Related Document, or in connection with or pursuant to any

amendment or modification of, or waiver under, the Indenture or any other Related Document (when taken together with all other information furnished by or on behalf of the Non-Securitization Entities to the Trustee or the Holders, as the case may be), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein not materially misleading in each case when taken as a whole and in the light of the circumstances under which they were made, and the furnishing of the same to the Trustee or the Holders, as the case may be, shall constitute a representation and warranty by the Master Issuer made on the date the same are furnished to the Trustee or the Holders, as the case may be, to the effect specified herein.

Section 7.09 1940 Act. The Master Issuer is not, and no Securitization Entity is an “investment company” as defined in Section 3(a)(1) of the 1940 Act.

Section 7.10 Regulations T, U and X. The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) in such a way that could cause the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof. No Securitization Entity owns or is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.11 Solvency. Both before and after giving effect to the transactions contemplated by the Indenture and the other Related Documents, (i) the fair value of the assets of the Securitization Entities, when taken as a whole, will exceed their debts and liabilities, including contingent liabilities; (ii) the present fair saleable value of the property of the Securitization Entities, when taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities as such debts and other liabilities become absolute and matured; (iii) the Securitization Entities, taken as a whole, do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature; and (iv) the Securitization Entities, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Closing Date, and no Event of Bankruptcy has occurred with respect to any Securitization Entity.

Section 7.12 Ownership of Equity Interests; Subsidiaries. (a) All of the issued and outstanding limited liability company interests of the Master Issuer are directly owned by the Holding Company Guarantor, have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by Holding Company Guarantor free and clear of all Liens other than Permitted Liens.

(b)

All of the issued and outstanding limited liability company interests of the Franchisor are directly owned by the Master Issuer, have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by the Master Issuer free and clear of all Liens other than Permitted Liens.

(c)

All of the issued and outstanding limited liability company interests of FoodCo are directly owned by the Master Issuer, have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by the Master Issuer free and clear of all Liens other than Permitted Liens.

(d)

As of the Closing Date, (i) the Holding Company Guarantor has no direct Subsidiaries and owns no Equity Interests in any other Person, other than the Master Issuer, (ii) the Master Issuer has no direct Subsidiaries and owns no Equity Interests in any other Person, other than the Franchisor and FoodCo, (iii) the Franchisor has no Subsidiaries and owns no Equity

Interests in any other Person, (iv) FoodCo has no Subsidiaries and owns no Equity Interests in any other Person.

Section 7.13 Security Interests. (a) The Master Issuer and each Guarantor owns and has good title to its Securitized Assets, free and clear of all Liens other than Permitted Liens. Other than the Accounts and Intellectual Property, the Indenture Collateral consists of securities, loans, investments, accounts, commercial tort claims, inventory, equipment, fixtures, health care insurance receivables, chattel paper, money, deposit accounts, instruments, financial assets, documents, investment property, general intangibles, letter of credit rights, or other supporting obligations (in each case, as defined in the UCC). This Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of and for the benefit of the Secured Parties, which Lien on the Collateral has been perfected (or, (i) with respect to Collateral other than Accounts and Intellectual Property, will be perfected within the timeframe set forth in the final sentence of this Section 7.13(a) (Non-Perfected Liens), (ii) with respect to Collateral constituting Intellectual Property, will be perfected within the timeframe set forth in Section 8.25 (Covenants Regarding the Securitization IP), and (iii) with respect to Collateral constituting Accounts, will be perfected within the timeframe set forth in Article V (Allocation and Application of Collections) herein), and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Master Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity, and by an implied covenant of good faith and fair dealing. Except as set forth in Schedule 7.13(a) (Non-Perfected Liens), the Master Issuer and the Guarantors have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Guarantee and Collateral Agreement. The Master Issuer and the Guarantors have caused, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (other than the Accounts and Intellectual Property) granted to the Trustee hereunder or under the Guarantee and Collateral Agreement within ten (10) days of the date hereof.

(b)

Other than the security interest granted to the Trustee in the Collateral hereunder or pursuant to the other Related Documents or any other Permitted Lien, the Master Issuer has not, and no Guarantor has, pledged, assigned, sold or granted a security interest in the Securitized Assets. All action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Trustee’s security interest in the Collateral (other than the Intellectual Property) in the United States has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Master Issuer and any Guarantor and listing the Master Issuer or Guarantor as debtor covering all or any part of the Securitized Assets is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the Master Issuer or such Guarantor in favor of the Trustee on behalf of the Secured Parties in connection with this Base Indenture and the Guarantee and Collateral Agreement, and the Master Issuer has not, and no Guarantor has, authorized any such filing.

(c)

All authorizations in this Base Indenture and the Guarantee and Collateral Agreement for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by this Base Indenture and the Guarantee and Collateral Agreement are powers coupled with an interest and are irrevocable.

Section 7.14 Related Documents. The Indenture Documents, the Collateral Transaction Documents, the Account Agreements, the Depository Agreements, any Variable Funding Note Purchase Agreement, any Swap Contract, any Series Hedge Agreement and any Enhancement Agreement with respect to each Series of Notes are in full force and effect. There are no outstanding defaults thereunder nor have events occurred which, with the giving of notice, the passage of time or both, would constitute a default thereunder.

Section 7.15 Non-Existence of Other Agreements. Other than as permitted by Section 8.22 (No Other Agreements), (a) no Securitization Entity is a party to any contract or agreement of any kind or nature and (b) no Securitization Entity is subject to any material obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations. No Securitization Entity has engaged in any activities since its formation (other than those incidental to its formation, the authorization and the issuance of Series of Notes, the execution of the Related Documents to which such Securitization Entity is a party and the performance of the activities referred to in or contemplated by such agreements).

Section 7.16 Compliance with Contractual Obligations and Laws. No Securitization Entity is in violation of (a) its Charter Documents, (b) any Requirement of Law with respect to such Securitization Entity or (c) any Contractual Obligation with respect to such Securitization Entity except, solely with respect to clauses (b) and (c), to the extent such violation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 7.17 Other Representations. All representations and warranties of each Securitization Entity made in each other Related Document to which a Securitization Entity is a party are true and correct (i) as of the date hereof or (ii) if made on a future date (A) if qualified as to materiality, in all respects, and (B) if not qualified as to materiality, in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all respects or in all material respects, as applicable, as of such earlier date), and in each case are repeated herein as though fully set forth herein.

Section 7.18 No Employees. Notwithstanding any other provision of the Indenture or any Charter Documents of any Securitization Entity to the contrary, no Securitization Entity has any employees.

Section 7.19 Insurance. The Securitization Entities shall maintain, or cause to be maintained, the insurance coverages (or self-insurance for such risks) described on Schedule 7.19 hereto, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. All policies of insurance of the Securitization Entities are in full force and effect and the Securitization Entities are in compliance with the terms of such policies in all material respects. None of the Securitization Entities has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to result in a Material Adverse Effect. All such insurance is primary coverage, all premiums therefor due on or before the date hereof have been paid in full, and the terms and conditions thereof are no less favorable to the Securitization

Entities than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities.

Section 7.20 Environmental Matters. (a) None of the Securitization Entities is subject to any liabilities pursuant to any Environmental Law or with respect to any Materials of Environmental Concern that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b)

Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(i) The Securitization Entities: (x) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, (y) hold all Environmental Permits (each of which is in full force and effect) required for their current operations and (z) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits.

(ii) Materials of Environmental Concern are not present at, on, under, in, or about any location (including, without limitation, any location to which Materials of Environmental Concern have been sent by the Master Issuer for re-use or recycling or for treatment, storage or disposal) in a condition or circumstance that would reasonably be expected to (x) give rise to liability of any Securitization Entity under any applicable Environmental Law or otherwise result in costs to any Securitization Entity (y) interfere with any Securitization Entity’s continued operations or (z) impair the fair saleable value of any real property owned by any Securitization Entity.

(iii) There is no judicial, administrative, or arbitral proceeding (including, without limitation, any notice of violation or alleged violation) under or relating to any Environmental Law to which any Securitization Entity is, or to the knowledge of the Securitization Entities will be, named as a party that is pending or, to the knowledge of the Securitization Entities, threatened.

(iv) No Securitization Entity has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act, as amended, or that it is liable under any other Environmental Law, or in either case, with respect to the release of any Materials of Environmental Concern to the environment.

(v) No Securitization Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law that has not been fully and finally resolved.

Section 7.21 Intellectual Property. (a) The Securitization IP comprises all the Intellectual Property used in or necessary for the Securitization Entities to conduct the business as now conducted and as proposed to be conducted after the Closing Date except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and provided that the foregoing is not and shall not be deemed to be a representation or warranty of noninfringement. All of the issuances, registrations and applications included in the Securitization IP are subsisting, unexpired and have not been abandoned

or cancelled in any applicable jurisdiction except where such expiration, abandonment or cancellation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b)

(i) To the Master Issuer’s knowledge, the use of the Securitization IP and the operation of the Jersey Mike’s System (including any products or services sold, marketed, offered for sale in connection therewith) did not and currently do not infringe, misappropriate, dilute or otherwise violate the Intellectual Property rights of any third party in a manner that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (ii) to the Master Issuer’s knowledge, the Securitization IP has not been in the past three (3) years and is not being infringed, misappropriated, diluted or otherwise violated by any third party in a manner that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (iii) there is no action or proceeding pending or to the Master Issuer’s knowledge, threatened, alleging the foregoing that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)

No action or proceeding is pending or, to the Master Issuer’s knowledge, threatened, that seeks to limit, cancel, or challenge the validity or enforceability of, or the Securitization Entities’ rights in or to, any Securitization IP, or the use thereof, that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d)

The Franchisor is the exclusive owner of all right, title, and interest in and to Owned Securitization IP and has a valid right to use the Licensed Securitization IP, free and clear of all Liens, other than the Permitted Liens (including the IP License Agreements and licenses permitted pursuant to Section 8.16 (Asset Dispositions)).

(e)

The Master Issuer has not made and will not hereafter make any assignment, pledge, mortgage, hypothecation or transfer of any of the Securitization IP other than Permitted Liens and Permitted Asset Dispositions under Section 8.16(d) (Asset Dispositions).

(f)

Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Securitization Entities (i) have since their inception maintained commercially reasonable policies, practices and procedures regarding the confidentiality, integrity and availability of its data (including Securitization IP) and information technology and (ii) are in material compliance with all applicable data protection laws, regulations, contracts, policies, and guidance.

ARTICLE VIII

COVENANTS

Section 8.01 Payment of Notes. (a) The Master Issuer shall pay or cause to be paid the principal of, and premium, if any, and interest, subject to Section 2.15(d) (Principal and Interest), on the Notes when due pursuant to the provisions of this Base Indenture, any Series Supplement for such Series and, to the extent applicable, any Variable Funding Note Purchase Agreement. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal, premium, if any, and interest then due. Except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement or any other Related Document, amounts properly withheld under the Code or any applicable state, local or foreign law by any Person from a payment to any Noteholder of interest or principal or premium, if any, shall be considered as having been paid by the Master Issuer to such Noteholder for all purposes of the Indenture and the Notes.

(b)

By acceptance of its Notes, each Holder agrees that the failure to provide the Paying Agent with appropriate tax certifications (which includes but is not limited to (i) an IRS Form W-9 for United States persons (as defined under Section 7701(a)(30) of the Code) or any applicable successor form or (ii) an applicable IRS Form W-8 and any required attachments, for Persons other than United States persons, or applicable successor form) may result in amounts being withheld from payments to such Holder under this Base Indenture and any Series Supplement and that amounts withheld pursuant to applicable laws shall be considered as having been paid by the Master Issuer as provided in clause (a) above.

Section 8.02 Maintenance of Office or Agency. (a) The Master Issuer shall maintain an office or agency (which, with respect to the surrender for registration of, or transfer or exchange or the payment of principal and premium, may be an office of the Trustee, the Registrar or co-registrar or Paying Agent) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Master Issuer in respect of the Notes and the Indenture may be served, and where, at any time when the Master Issuer is obligated to make a payment of principal of, and premium, if any, on the Notes, the Notes may be surrendered for payment. The Master Issuer shall give prompt written notice to the Trustee and the Servicer of the location, and any change in the location, of such office or agency. If at any time the Master Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Servicer with the address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office and notices and demands may be made at the address set forth in Section 14.01 (Notices) hereof.

(b)

The Master Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may, from time to time, rescind such designations. The Master Issuer shall give prompt written notice to the Trustee and the Servicer of any such designation or rescission and of any change in the location of any such other office or agency. The Master Issuer hereby designates the applicable Corporate Trust Office as one such office or agency of the Master Issuer.

Section 8.03 Payment and Performance of Obligations. The Master Issuer shall, and shall cause each other Securitization Entity to, pay and discharge and fully perform, at or before maturity, all of their respective material obligations and liabilities, including, without limitation, Tax liabilities and other governmental claims levied or imposed upon each such Securitization Entity or upon the income, properties or operations of such Securitization Entity, judgments, settlement agreements and all obligations of each Securitization Entity under the Collateral Transaction Documents, except where the same may be contested in good faith by appropriate proceedings (and without derogation from the material obligations of the

Master Issuer hereunder and the Guarantors under the Guarantee and Collateral Agreement regarding the protection of the Securitized Assets from Liens (other than Permitted Liens)), and shall maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

Section 8.04 Maintenance of Existence. The Master Issuer shall, and shall cause each other Securitization Entity to, maintain its existence as a limited liability company or corporation validly existing and in good standing under the laws of its state of organization and duly qualified as a foreign limited liability company or corporation licensed under the laws of each state in which the failure to so qualify would, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. The Master Issuer shall, and shall cause each other Securitization Entity (other than any Additional Securitization Entity that is a corporation for U.S. federal income tax purposes) to, be treated as a disregarded entity within the meaning of U.S. Treasury Regulations Section 301.7701-2(c)(2) and the Master Issuer shall not, and shall not permit any other Securitization Entity (other than any Additional Securitization Entity that is a corporation for U.S. federal income tax purposes) to, be classified as an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Section 8.05 Compliance with Laws. The Master Issuer shall, and shall cause each other Securitization Entity to, comply in all respects with all Requirements of Law with respect to the Master Issuer or such other Securitization Entity except where such noncompliance would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect; provided, however, such noncompliance will not result in a Lien (other than a Permitted Lien) on any of the Securitized Assets or any criminal liability on the part of any Securitization Entity, the Manager or the Trustee.

Section 8.06 Inspection of Property; Books and Records. The Master Issuer shall, and shall cause each other Securitization Entity to, keep proper books of record and accounts in which full, true and correct entries in all material respects shall be made of all dealings and transactions, business and activities in accordance with GAAP. The Master Issuer shall, and shall cause each other Securitization Entity to, permit, at reasonable times upon reasonable notice, the Servicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them to act as its agent to inspect any of its properties (subject to the rights of tenants under applicable leases and subleases), to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, managers, employees and independent certified public accountants, and the reasonable costs and documented out-of-pocket expenses of one such visit and inspection by each of the Servicer, the Controlling Class Representative and the Trustee, or any Person appointed by them, shall be reimbursable as a Securitization Operating Expense once per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however, that during the continuance of a Warm Back-Up Management Trigger Event, an Advance Period that is longer than sixty (60) consecutive days, a Rapid Amortization Event or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Related Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall constitute a Securitization Operating Expense.

Section 8.07 Actions under the Collateral Transaction Documents and Related Documents. (a) Except as otherwise provided in Section 8.07(d) (Actions under the Collateral Transaction Documents and Related Documents), the Master Issuer shall not, and will not permit any Securitization Entity to, take any action which would permit any Non-Securitization Entity or any other Person party to a Collateral Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Collateral Transaction Documents or that would result in the amendment, waiver,

hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Transaction Document.

(b)

Except as otherwise provided in Section 3.02(a) (Certain Rights and Obligations of the Master Issuer Unaffected) or Section 8.07(d) (Actions under the Collateral Transaction Documents and Related Documents), the Master Issuer shall not, and shall not permit any Securitization Entity to, take any action which would permit any other Person party to a Collateral Business Document to have the right to refuse to perform any of its respective obligations under such Collateral Business Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Collateral Business Document if such action when taken on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement.

(c)

Except as otherwise provided in Section 3.02(a) (Certain Rights and Obligations of the Master Issuer Unaffected), the Master Issuer agrees that it shall not, and shall cause each Securitization Entity not to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Transaction Document or under any instrument or agreement included in the Securitized Assets, take any action to compel or secure performance or observance by any such obligor of its obligations to the Master Issuer or such other Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement.

(d)

The Master Issuer agrees that it shall not, and shall cause each Securitization Entity not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Related Documents; provided, however, that the Securitization Entities may agree to any amendment, modification, supplement or waiver of any such term of any Related Document without any such consent (x) to the extent permitted under the terms of such other Related Documents, (y) as contemplated by Section 13.01 (Without Consent of the Control Party, the Controlling Class Representative or the Noteholders) or Section 13.08 (Amendments to Certain Related Documents) hereof and (z) as follows:

(i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties; or to add to the covenants of any Non-Securitization Entity for the benefit of any Securitization Entity;

(ii) to terminate any Related Document if any party thereto (other than a Securitization Entity) becomes, in the reasonable judgment of the Master Issuer, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Related Document, so long as the Master Issuer enters into a replacement agreement with a new party within ninety (90) days of the termination of the Related Document;

(iii) to make such other provisions in regard to matters or questions arising under the Related Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Holder or any other Secured Party; provided that an

Opinion of Counsel and an Officer’s Certificate shall be delivered to the Trustee, each Rating Agency and the Servicer to such effect; or

(iv) in the case of this Base Indenture, any Series Supplement for such Series, and to the extent applicable, any Variable Funding Note Purchase Agreement, to which the related Series, Class, Subclass or Tranche of Notes is issued or any Related Document for such Series, Class, Subclass or Tranche of Notes, to the extent that the consent of the Control Party is not required, pursuant to the terms of such agreement, for such amendment, modification, supplement or waiver.

(e)

Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Master Issuer shall not, and shall cause each other Securitization Entity not to, without the prior written consent of the Control Party, terminate the Manager and appoint any Successor Manager in accordance with the Management Agreement and (ii) the Master Issuer shall, and shall cause each other Securitization Entity to, terminate the Manager and appoint one or more Successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.

Section 8.08 Notice of Defaults and Other Events. The Master Issuer shall give the Trustee, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative and each Rating Agency with respect to each Series of Notes Outstanding notice within three (3) Business Days upon having Actual Knowledge of (i) any Potential Rapid Amortization Event, (ii) any Rapid Amortization Event, (iii) any Potential Manager Termination Event, (iv) any Manager Termination Event, (v) any Default, (vi) any Event of Default or (vii) any default under any Collateral Transaction Document, together with an Officer’s Certificate setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Master Issuer. The Master Issuer shall, at its expense, promptly provide to the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative and the Trustee such additional information as the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative or the Trustee may reasonably request from time to time in connection with the matters so reported, and the actions so taken or contemplated to be taken.

Section 8.09 Notice of Material Proceedings. Without limiting Section 8.25(b) (Covenants Regarding the Securitization IP) or Section 8.30 (Environmental), promptly (and in any event within ten (10) days) of a determination by an Authorized Officer of the Securitization Entities that the commencement or existence of any litigation, arbitration or other proceeding with respect to any Non-Securitization Entity would reasonably be expected to result in a Material Adverse Effect), the Master Issuer shall give written notice thereof to the Trustee, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative and each Rating Agency with respect to each Series of Notes Outstanding.

Section 8.10 Further Requests. The Master Issuer shall, and shall cause each other Securitization Entity to, promptly furnish to the Trustee such other information as, and in such form as, the Trustee may reasonably request in connection with the transactions contemplated hereby or by any Series Supplement.

Section 8.11 Further Assurances. (a) The Master Issuer shall, and shall cause each other Securitization Entity to, do such further acts and things, and execute and deliver to the Trustee and the Servicer such additional assignments, agreements, powers of attorney and instruments, as are necessary or desirable to obtain or maintain the security interest of the Trustee in the Collateral or the Securitized Assets required to be part of the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of the Indenture or the other Related Documents or to better assure and confirm unto the Trustee, the Servicer, the Holders or the other

Secured Parties their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements or amendments under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby and by the Guarantee and Collateral Agreement, in each case except as set forth on Schedule 7.13(a) and in accordance with Section 8.25(c) (Covenants Regarding the Securitization IP), Section 8.25(d) (Covenants Regarding the Securitization IP) or Section 8.38 (Modification of Contributed Assets). If the Master Issuer fails to perform any of its agreements or obligations under this Section 8.11(a) (Further Assurances), then the Servicer may perform such agreement or obligation, and the expenses of the Servicer incurred in connection therewith shall be payable by the Master Issuer upon the Servicer’s demand therefor. The Servicer is hereby authorized to execute and file any financing statements, continuation statements, amendments or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Collateral (other than with regard to Excepted Securitization IP Assets) or the Securitized Assets required to be part of the Collateral.

(b)

If any amount payable under or in connection with any of the Securitized Assets shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and within two (2) Business Days physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly; provided that no Securitization Entity shall be required to deliver any Securitized Franchisee Note.

(c)

Notwithstanding the provisions set forth in clauses (a) and (b) above, the Master Issuer and the Guarantors shall not be required to perfect any security interest in any fixtures (other than through a central filing of a UCC financing statement), any Securitized Franchisee Note.

(d)

If during any Quarterly Collection Period, the Master Issuer or any Guarantor shall obtain an interest in any commercial tort claim or claims (as such term is defined in the New York UCC) and such commercial tort claim or claims (when added to any past commercial tort claim or claims that were obtained by any Securitization Entity prior to such Quarterly Collection Period that are still outstanding) have an aggregate value equal to or greater than $2,000,000 as of the last day of such Quarterly Collection Period, the Master Issuer or such Guarantor shall notify the Servicer on or before the third Business Day prior to the next succeeding Quarterly Payment Date that it has obtained such an interest and shall sign and deliver documentation reasonably acceptable to the Servicer granting a security interest under this Base Indenture or the Guarantee and Collateral Agreement, as the case may be, in and to such commercial tort claim or claims whether obtained during such Quarterly Collection Period or prior to such Quarterly Collection Period.

(e)

The Master Issuer shall, and shall cause each other Securitization Entity to, warrant and defend the Trustee’s right, title and interest in and to the Securitized Assets, including the right to cause the Securitized Assets to become Collateral, and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.

(f)

On or before April 30 of each calendar year, commencing with April 30, 2021, the Master Issuer shall furnish to the Trustee, each Rating Agency for each Series of Notes Outstanding and the Servicer (with a copy to the Back-Up Manager) an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto, the Guarantee and Collateral Agreement and any other requisite documents and with respect to the execution and filing of any financing statements, continuation statements and amendments to financing statements

and such other documents as are, subject to clause (c) above, necessary to maintain the perfection of the Lien and security interest created by this Base Indenture and the Guarantee and Collateral Agreement under Article 9 of the New York UCC in the United States and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien and security interest. Each such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto, the Guarantee and Collateral Agreement and any other requisite documents and the execution and filing of any financing statements, continuation statements and amendments or other documents that will, in the opinion of such counsel, be required, subject to clause (c) above, to maintain the perfection of the Lien and security interest of such security interest of this Base Indenture and the Guarantee and Collateral Agreement under Article 9 of the New York UCC in the Collateral in the United States until April 30 in the following calendar year.

Section 8.12 Liens. The Master Issuer shall not, and shall not permit any other Securitization Entity to, create, incur, assume or permit to exist any Lien upon any of its property (including the Securitized Assets), other than (i) Liens in favor of the Trustee for the benefit of the Secured Parties and (ii) other Permitted Liens.

Section 8.13 Other Indebtedness. The Master Issuer shall not, and shall not permit any other Securitization Entity to, create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder or under the Guarantee and Collateral Agreement or any other Related Document, (ii) any Guarantee by any Securitization Entity of the obligations of any other Securitization Entity, (iii) Indebtedness of a Securitization Entity owed to a Securitization Entity, (iv) any purchase money Indebtedness incurred in order to finance the acquisition, lease or improvement of equipment in the ordinary course of such Securitization Entity’s business, (v) Indebtedness to a bank or other financial institution arising from cash management services provided by such bank or financial institution to one or more of the Securitization Entities in the ordinary course of business; provided that such Indebtedness is extinguished within ten (10) Business Days of notification to the applicable Securitization Entity of its incurrence; or (vi) guarantees for the benefit of Franchisees of Indebtedness in an aggregate principal amount at any time outstanding of up to the greater of (x) $10,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared.

Section 8.14 Bankruptcy Proceedings. The Master Issuer shall, and shall cause the other Securitization Entities to, promptly object to the institution of any bankruptcy proceeding against it and to take all necessary or advisable steps to cause the dismissal of any such proceeding (including, without limiting the generality of the foregoing, to timely file an answer and any other appropriate pleading objecting to (i) the institution of any proceeding to have any Securitization Entity, as the case may be, adjudicated as bankrupt or insolvent or (ii) the filing of any petition seeking relief, reorganization, arrangement, adjustment or composition or in respect of any Securitization Entity, as the case may be, under applicable bankruptcy law or any other applicable law).

Section 8.15 Mergers. On and after the Closing Date, the Master Issuer shall not, and shall not permit any other Securitization Entity to, merge or consolidate with or into any other Person (whether by means of a single transaction or a series of related transactions) other than any merger or consolidation of any Securitization Entity with any other Securitization Entity or any merger or consolidation of any Securitization Entity with any other entity to which the Control Party has given prior written consent.

Section 8.16 Asset Dispositions. The Master Issuer shall not, and shall not permit any other Securitization Entity to, sell, transfer, lease, license, liquidate or otherwise dispose of any of its property (whether by means of a single transaction or a series of related transactions), including any Equity Interests of any other Securitization Entity, except in the case of the following (each, a “Permitted Asset Disposition”):

(a)

(i) any disposition of obsolete, surplus, damaged or worn out property or property that is no longer used or useful in the business of the Securitization Entities, and (ii) any abandonment, cancellation, or lapse of Securitization IP (including any issuances, registrations or applications thereof) that is no longer used or useful in the business of the Securitization Entities or in the reasonable good faith judgment of the Manager are no longer commercially reasonable to maintain;

(b)

any disposition of (i) Eligible Investments and (ii) inventory in the ordinary course of the Securitization Entity’s business;

(c)

any disposition of equipment or real property to the extent that (x) such equipment or property is exchanged for credit against the purchase price or other payment obligations in respect of similar replacement equipment, property or other Eligible Assets (including, without limitation, credit against rental obligations under a real estate lease) or (y) the proceeds thereof are applied to the purchase price of such replacement equipment, property or other Eligible Assets in accordance with this Base Indenture;

(d)

(i) any licenses of Securitization IP under the IP License Agreements and to the Manager in connection with the performance of its Services under the Management Agreement and (ii) other non-exclusive licenses of Securitization IP granted in the ordinary course of the Franchisor’s respective business that (x) when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement and (y) would not reasonably be expected to materially and adversely impact the Securitization IP (taken as a whole);

(e)

any dispositions of equipment leased to Franchisees;

(f)

any dispositions of property of a Securitization Entity to any other Securitization Entity not otherwise prohibited under the Related Documents;

(g)

any dispositions of property relating to repurchases of Contributed Assets in exchange for the payment of Indemnification Amounts;

(h)

Investments permitted under Section 8.21 (Investments), Liens permitted under Section 8.12 (Liens) and distributions permitted under Section 8.18 (Dividends, Officers’ Compensation, etc.);

(i)

transfers of properties subject to condemnation or casualty events;

(j)

any forgiveness or disposition of Securitized Franchisee Notes or accounts receivable in connection with the collection or compromise thereof that when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement;

(k)

any termination, non-renewal, expiration, amendment or other modification of any Collateral Business Document that when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement;

(l)

any decision to abandon, fail to pursue, settle, or otherwise resolve any claim, proceeding, investigation or cause of action to enforce or seek remedy for the infringement, misappropriation, dilution or other violation of any Securitization IP, or other remedy against any third party where it is not commercially reasonable to pursue such claim or remedy in light of the cost, potential remedy, or other factors; provided that such action (or failure to act) would not reasonably be expected to materially and adversely impact the Securitization IP (taken as whole);

(m)

any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of the Securitization Entity’s business, in each case that would not reasonably be expected to result in a Material Adverse Effect;

(n)

any sale, transfer or other disposition of the operations and assets of a Branded Restaurant to a Franchisee which, upon such sale, transfer or other disposition becomes a Securitized Franchised Restaurant (a “Refranchising Asset Disposition”);

(o)

any other sale, lease, license, transfer or other disposition of property to which the Control Party has given the relevant Securitization Entity prior written consent; or

(p)

any other sale, lease, license, liquidation, transfer or other disposition of property not directly or indirectly constituting any asset dispositions permitted by clauses (a) through (o) above and so long as such disposition when effected on behalf of any Securitization Entity by the Manager does not constitute a breach by the Manager of the Management Agreement;

it being understood that any delivery to the Trustee of any Note, at any time and in any amount, by the Manager or any Securitization Entity, together with any cancellation thereof pursuant to Section 2.14 (Cancellation), shall be deemed to be a Permitted Asset Disposition.

All amounts received by any Securitization Entity upon a Permitted Asset Disposition pursuant to clauses (a) – (p) and any amounts of up to $5,000,000 in the aggregate during any fiscal year pursuant to clause (p) of the definition of “Permitted Asset Disposition” shall be treated as Collections and not as Asset Disposition Proceeds (collectively, “Asset Disposition Collections”) with respect to the Quarterly Collection Period in which such amounts are received.

Notwithstanding the foregoing, the Master Issuer may, and may permit any Securitization Entity to, dispose the Equity Interests of any Additional Securitization Entity so long as all assets (and any ancillary rights thereto) held by such Additional Securitization Entity are permitted to be disposed of pursuant to this Section 8.16 (Asset Dispositions).

All Asset Disposition Proceeds shall be deposited to the Asset Disposition Proceeds Account or, to the extent the applicable Securitization Entity elects not to reinvest such amounts in Eligible Assets, shall be deposited to the Collection Account promptly following receipt thereof and applied in accordance with priority (i) of the Priority of Payments.

Upon any sale, transfer, lease, license, liquidation or other disposition of any property by any Securitization Entity permitted by this Section 8.16 (Asset Dispositions), all Liens with respect to such disposed property created in favor of the Trustee for the benefit of the Secured Parties under this Base Indenture and the other Related Documents shall be automatically released, and the Trustee, upon written

request of the Master Issuer, at the written direction of the Control Party, shall provide evidence of such release as set forth in Section 14.17 (Permitted Asset Dispositions; Release of Collateral).

Section 8.17 Acquisition of Assets. The Master Issuer shall not, and shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement or (ii) that is a license (other than the IP License Agreements or permitted sublicenses thereunder, licenses for Intellectual Property obtained in the ordinary course of business) or other contract (other than leases or subleases for real property) or permit, if the grant of a Lien or security interest in any of the Securitization Entities’ right, title and interest in, to or under such lease, sublease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreement (a) would be prohibited by the terms of such lease, sublease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law. Unless prohibited by a Series Supplement, the Master Issuer may purchase Notes on the open market or accept as a capital contribution from a direct or indirect parent of the Master Issuer one or more Notes, and such Notes may be cancelled in accordance with Section 2.14 (Cancellation).

Section 8.18 Dividends, Officers’ Compensation, etc. The Master Issuer will not declare or pay any distributions on any of its limited liability company interests; provided, however, that so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Master Issuer may declare and pay distributions to the extent permitted under Section 18-607 of the Delaware Limited Liability Company Act and the Master Issuer’s Charter Documents. The Master Issuer shall not, and shall not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Master Issuer may draw on Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity or any dividend, distribution or share repurchase by any Securitization Entity or Non-Securitization Entity.

Section 8.19 Legal Name, Location Under Section 9-301 or 9-307. The Master Issuer shall not, and shall not permit any other Securitization Entity to, change its location (within the meaning of Section 9-301 or 9-307 of the applicable UCC) or its legal name without at least thirty (30) days’ prior written notice to the Trustee, the Servicer, the Manager, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding. In the event that the Master Issuer or other Securitization Entity desires to so change its location or change its legal name, the Master Issuer will, or will cause such other Securitization Entity to, make any required filings and prior to actually changing its location or its legal name the Master Issuer will, or will cause such other Securitization Entity to, deliver to the Trustee and the Servicer (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made, subject to Section 8.11(c) (Further Assurances), to continue the perfected interest or to record evidence of such security interest, as applicable, of the Trustee on behalf of the Secured Parties in the Collateral under Article 9 of the applicable UCC in respect of the new location or new legal name of the Master Issuer or other Securitization Entity and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.20 Charter Documents. The Master Issuer shall not, and shall not permit any other Securitization Entity to, amend, or consent to the amendment of, any of its Charter Documents to which it is a party as a member or shareholder unless, prior to such amendment, the Control Party shall have consented thereto and the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment; provided, however, the Master Issuer and the other Securitization Entities shall be permitted to amend their Charter Documents without having to meet the Rating Agency Condition to cure any ambiguity, defect or inconsistency therein or if such amendments would not reasonably be deemed to be disadvantageous to any Holder in the reasonable judgment of the Control Party. The Control Party may rely on an Officer’s Certificate to make such determination. The Master Issuer shall provide written notice to each Rating Agency (with a copy to the Servicer) of any amendment of any Charter Document of any Securitization Entity.

Section 8.21 Investments. The Master Issuer shall not, and shall not permit any other Securitization Entity to, make, incur, or suffer to exist any loan, advance, extension of credit or other Investment if such Investment when made on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement, other than (a) Investments in the Accounts and Eligible Investments, (b) any Securitized Franchisee Note, (c) Investments in any other Securitization Entity, (d) loans or advances by the Franchisor or any Additional Securitization Entity to any Non-Securitization Entity in accordance with Section 8.24(a)(ii) (Maintenance of Separate Existence) using funds on deposit in the Franchisor Capital Account (unless the Senior Notes Interest Reserve Account is then designated as the Franchisor Capital Account and (i) a Senior Notes Interest Reserve Account Deficiency Amount would exist immediately after giving effect to such loan or advance or (ii) a Cash Trapping Period or Rapid Amortization Period is then in effect or would take effect immediately after giving effect to such loan or advance), (e) the transactions described in the proviso to Section 8.24(a)(vi) (Maintenance of Separate Existence), (f) guarantees with respect to operating leases and product volumes and (g) guarantees for the benefit of Franchisees of Indebtedness in an aggregate principal amount at any time outstanding of up to the greater of (x) $10,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared.

Section 8.22 No Other Agreements. The Master Issuer shall not, and shall not permit any other Securitization Entity to, enter into or be a party to any agreement or instrument (other than any Related Document, any Collateral Business Document, any other document permitted by a Series Supplement, Variable Funding Note Purchase Agreement or the Related Documents, as the same may be amended, supplemented or otherwise modified from time to time, any documents related to any Enhancement (subject to Section 8.33 (Series Hedge Agreements; Derivatives Generally)) or any Series Hedge Agreement (subject to Section 8.34 (Additional Securitization Entity)), any documents relating to the transactions described in the proviso to Section 8.24(a)(vi) (Maintenance of Separate Existence) or any documents or agreements incidental thereto) if such agreement when effected on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement.

Section 8.23 Other Business. The Master Issuer shall not, and shall not permit any other Securitization Entity to, engage in any business or enterprise or enter into any transaction other than the incurrence and payment of ordinary course operating expenses, the issuing and selling of the Notes, the entry into and performance of the Collateral Business Documents and other agreements permitted pursuant to Section 8.22 (No Other Agreements) and other activities related to or incidental to any of the foregoing or any other transaction which when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement.

Section 8.24 Maintenance of Separate Existence. (a) The Master Issuer shall, and shall cause each other Securitization Entity to, except as otherwise contemplated hereunder or under the other Related Documents:

(i) maintain their own deposit and securities accounts, as applicable, separate from those of any of its Affiliates (other than the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities), other than as provided in the Related Documents;

(ii) ensure that all transactions between it and any of its Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in the Related Documents and the transactions described in the proviso to clause (vi) meet the requirements of this clause (ii);

(iii) to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any Securitization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(iv) issue, as required, separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP;

(v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

(vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities); provided that the Securitization Entities may, pursuant to a Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to Variable Funding Note Purchase Agreements that are for the sole benefit of one or more Non-Securitization Entities if the Master Issuer receives a fee from each Non-Securitization Entity whose obligations are secured by such letter of credit in an amount equal to the cost to the Master Issuer in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s length fair market fee;

(vii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to it and (y) comply in all material respects with those procedures described in such provisions which are applicable to it;

(viii) maintain at least two Independent Managers, on its board of managers or its Board of Directors, as the case may be;

(ix) to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove or replace any Independent Manager only for Cause and only after providing the Trustee and the Control Party with no less than three (3) days’ prior written notice of (A) any proposed removal of such Independent Manager, and (B) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in the Charter Documents of the applicable Securitization Entity; and

(x) (A) provide, or cause the Manager to provide, to the Trustee and the Control Party, a copy of the executed agreement with respect to the appointment of any replacement Independent Manager and (B) provide, or cause the Manager to provide, to the Trustee, the Control Party and each Holder, written notice of the identity and contact information for each Independent Manager on an annual basis and at any time such information changes.

(b)

The Master Issuer, on behalf of itself and each of the other Securitization Entities, confirms that the statements relating to the Master Issuer referenced in the opinion of White & Case LLP regarding substantive consolidation matters most recently delivered to the Trustee are true and correct with respect to itself and each other Securitization Entity, and that the Master Issuer will, and will cause each other Securitization Entity to, comply with any covenants or obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein.

Section 8.25 Covenants Regarding the Securitization IP. (a) The Master Issuer shall not, and shall not permit any other Securitization Entity to, take or omit to take any action with respect to the maintenance, enforcement and defense of the Franchisor’s rights in and to the applicable Securitization IP that would constitute a breach by the Manager of the Management Agreement if such action were taken or omitted by the Manager on behalf of any Securitization Entity.

(b)

The Master Issuer shall notify the Trustee, the Back-Up Manager and the Servicer in writing within fifteen (15) Business Days of the Master Issuer first knowing or having reason to know that any application or registration relating to any material Securitization IP (now or hereafter existing) may become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the PTO, the United States Copyright Office or similar offices or agencies in the United States, or any court, but excluding office actions in the course of prosecution and any non-final determinations (other than in an adversarial proceeding) of the PTO, the United States Copyright Office or any similar office or agency in the United States) regarding the validity of any Securitization Entity’s ownership of any material Securitization IP, its right to register the same, or to keep and maintain the same.

(c)

With respect to the Securitization IP, the Master Issuer shall cause the Franchisor, as applicable to: execute, deliver and file, within fifteen (15) Business Days of the Closing Date, to the PTO or the United States Copyright Office, as applicable, instruments substantially in the form attached as Exhibit B-1 hereto with respect to Trademarks, Exhibit B-2 hereto with respect to Patents and Exhibit B-3 hereto with respect to Copyrights, or otherwise in form and substance satisfactory to the Control Party, and any other instruments or documents as may be reasonably necessary or, in the Control Party’s opinion, desirable to perfect or protect the Trustee’s security interest granted under this Base Indenture and the Guarantee and Collateral Agreement in the Trademarks, Patents and Copyrights included in the Securitization IP in the United States.

(d)

If the Master Issuer or any Guarantor, either itself or through any agent, licensee or designee, shall file or otherwise acquire an application for the registration of any Patent, Trademark or Copyright with the PTO, the United States Copyright Office or any successor agency thereto, the Master Issuer shall, or shall cause such Guarantor to, in a reasonable time after such filing or acquisition (and in any event within ninety (90) days of such filing or acquisition in the United States with respect to Patents and Trademarks, and within thirty (30) days of such filing or acquisition in the United States with respect to Copyrights) shall execute, deliver and file, to the PTO or the United States Copyright Office, as applicable, instruments substantially in the form attached as Exhibit C-1 hereto with respect to Trademarks, Exhibit C-2 hereto with respect to Patents and Exhibit C-3 hereto with respect to Copyrights, or otherwise in form and substance satisfactory to the Control Party, and any other instruments or documents as may be reasonably necessary or, in the Control Party’s opinion, desirable to perfect or protect the Trustee’s security interest granted under this Base Indenture and the Guarantee and Collateral Agreement in the Trademarks, Patents and Copyrights included in the Securitization IP in the United States.

(e)

In the event that any Securitization IP is infringed upon, misappropriated or diluted by one or more third parties in a manner that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer within a reasonable period of its becoming aware of such infringement, misappropriation or dilution shall promptly notify the Trustee and the Control Party in writing. Except as provided below, the Master Issuer shall cause the Franchisor, as applicable, to take all reasonable and appropriate actions, at the expense of the Franchisor to protect or enforce such Securitization IP, including, if reasonable, suing for infringement, misappropriation or dilution and seeking an injunction (including, if appropriate, temporary and/or preliminary injunctive relief) against such infringement, misappropriation or dilution, unless the failure to take such actions on behalf of the Franchisor by the Manager would not constitute a breach by the Manager of the Management Agreement; provided that if the Franchisor decides not to take any action with respect to an infringement, misappropriation or dilution that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer shall deliver written notice to the Trustee, the Manager, the Back-Up Manager and the Control Party setting forth in reasonable detail the basis for its decision not to act, and none of the Manager, the Trustee, the Back-Up Manager or the Control Party will be required to take any actions on their behalf to protect or enforce the Securitization IP against such infringement, misappropriation or dilution; provided, further, that the Manager will be required to act if failure to do so would constitute a breach of the Managing Standard.

(f)

With respect to any licenses of third-party Intellectual Property (other than “off-the-shelf” software or “click through” third-party terms that are reasonably expected to be non-negotiable) entered into after the Closing Date by a Securitization Entity (including, for the avoidance of doubt, the Manager acting on behalf of the Securitization Entities, as applicable) that is material to the business of such Securitization Entity, such Securitization Entity shall use commercially reasonable efforts to include terms permitting the grant by such Securitization Entity

of a security interest therein to the Trustee for the benefit of the Secured Parties and to allow the Manager (and any Successor Manager) the right to use such Intellectual Property in the performance of its duties under the Management Agreement.

Section 8.26 1940 Act. The Master Issuer shall take or omit to take action as necessary in order to ensure the Master Issuer is not an “investment company” as set forth in Section 3(a)(1) of the 1940 Act, as such section may be amended from time to time.

Section 8.27 Real Property. The Master Issuer shall not, and shall not permit any other Securitization Entity to, enter into any lease of real property (other than in connection with any Permitted Asset Disposition). The Master Issuer shall not, and shall not permit any other Securitization Entity to, acquire any fee interest in real property.

Section 8.28 No Employees. The Master Issuer and the other Securitization Entities shall have no employees.

Section 8.29 Insurance. The Master Issuer shall cause the Manager to list each Securitization Entity as an “additional insured” or “loss payee” on any insurance maintained by the Manager for the benefit of each such Securitization Entity pursuant to the Management Agreement.

Section 8.30 Litigation. So long as Jersey Mike’s Franchise Systems, Inc. is not then subject to Section 13 or 15(d) of the 1934 Act, on each Quarterly Payment Date, the Master Issuer shall provide a written report to the Servicer, the Manager, the Back-Up Manager and the Rating Agency for such Series of Notes Outstanding on such Quarterly Payment Date that sets forth all outstanding litigation, arbitration or other proceedings against Jersey Mike’s Franchise Systems, Inc. or any of its Subsidiaries that would have been required to be disclosed in Jersey Mike’s Franchise Systems, Inc.’s annual reports, quarterly reports and other public filings which Jersey Mike’s Franchise Systems, Inc. would have been required to file with the SEC pursuant to Section 13 or 15(d) of the 1934 Act if Jersey Mike’s Franchise Systems, Inc. were subject to such Section 13 or 15(d) of the 1934 Act.

Section 8.31 Enhancements. No Enhancement shall be provided in respect of any Series of Notes, nor will any Enhancement Provider have any rights hereunder, as third-party beneficiary or otherwise, unless the Control Party has provided its prior written consent to such Enhancement, such consent not to be unreasonably withheld.

Section 8.32 Environmental. The Master Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Servicer, the Manager, the Back-Up Manager, the Trustee and each Rating Agency for each Series of Notes Outstanding, in writing, upon receipt of any written notice of which any Securitization Entity becomes aware from any source (including, but not limited to, a governmental entity) relating in any way to any possible material liability of any Securitization Entity pursuant to any Environmental Law that could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer shall, and shall cause each other Securitization Entity to:

(a)

(i) comply with all applicable Environmental Laws, (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and

(b)

undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal), which would reasonably be expected to (i) give rise to liability of the Master Issuer or any of its Affiliates under any applicable Environmental Law or otherwise result in costs to the Master Issuer or any of its Affiliates, or (ii) interfere with the Master Issuer’s or any of its Affiliates’ continued operations.

Section 8.33 Series Hedge Agreements; Derivatives Generally. (a) No Series Hedge Agreement shall be provided in respect of any Series of Notes, nor will any Hedge Counterparty have any rights hereunder, as third-party beneficiary or otherwise, unless the Control Party has provided its prior written consent to such Series Hedge Agreement, such consent not to be unreasonably withheld, and the Master Issuer has delivered a copy of such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer).

(b)

Without the prior written consent of the Control Party, the Master Issuer shall not, and shall not permit any other Securitization Entity to, enter into any derivative contract, swap, option, hedging contract, forward purchase contract or other similar agreement or instrument if any such contract, agreement or instrument requires the Master Issuer to expend any financial resources to satisfy any payment obligations owed in connection therewith; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer).

Section 8.34 Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon written notice to each Rating Agency, may form or cause to be formed or accept as a capital contribution Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Securitized Franchise Agreements or hold such future assets.

(b)

If the Master Issuer desires to create, incorporate, form or otherwise organize or accept as a capital contribution an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer).

(c)

In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity;

(d)

The Master Issuer shall cause each Additional Securitization Entity to promptly execute an assumption agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement (an “Assumption Agreement”) pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantors.

(e)

Upon the execution and delivery of an Assumption Agreement as required in clause (d) above, each Additional Securitization Entity party thereto shall become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunder.

(f)

If the Master Issuer desires to (i) dissolve or wind up an Additional Securitization Entity or (ii) transfer an Additional Securitization Entity to either a Securitization Entity or a Non-Securitization Entity, the Master Issuer shall (x) first, obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld, (y) second, in the case of a dissolution or wind up of an Additional Securitization Entity or a transfer of an Additional Securitization Entity to a Non-Securitization Entity, transfer any Securitized Assets held in such Additional Securitization Entity to a Securitization Entity and (z) third, provide notice of such dissolution, wind up or transfer to each Rating Agency for each Series of Notes Outstanding (with a copy to the Trustee, the Servicer and Back-Up Manager).

Section 8.35 Subordinated Notes Repayments. The Master Issuer shall not repay any Subordinated Notes or Senior Subordinated Notes after the Series Anticipated Repayment Date with respect to any Series of Notes Outstanding with amounts obtained by the Master Issuer from the Holding Company Guarantor, Jersey Mike’s Franchise Systems, Inc. or any other direct or indirect owner of Equity Interests of the Master Issuer in the form of any capital contributions or any portion of any Residual Amounts distributed to the Master Issuer pursuant to the Priority of Payments unless and until all Senior Notes Outstanding have been paid in full and are no longer Outstanding.

Section 8.36 Tax Lien Reserve Amount. If the Holding Company Guarantor notifies the Master Issuer that it has received any Tax Lien Reserve Amount, the Master Issuer shall direct the Holding Company Guarantor to remit such amount to the Master Issuer to be held in a collateral deposit account established with and controlled by the Trustee, in which the Trustee shall have a security interest; provided that the Trustee will not release such Tax Lien Reserve Amount from such account unless: (a) the Servicer instructs the Trustee in writing to withdraw and pay all of such Tax Lien Reserve Amount in accordance with the written instructions of the Master Issuer which may include returning such amounts to the Holding Company Guarantor for refund to the Manager or an Affiliate thereof upon receipt by the Trustee, the Servicer, the Manager, the Back-Up Manager and the Controlling Class Representative of reasonably satisfactory evidence that the Lien for which such Tax Lien Reserve Amount was established has been released by the IRS; (b) the Master Issuer, or the Manager on behalf of the Master Issuer, delivers written instructions to the Trustee to withdraw and pay all or a portion of such Tax Lien Reserve Amount to the IRS on behalf of the Securitization Entities; provided that the Master Issuer shall deliver, or cause to be delivered, prior written notice of any such written instruction to the Servicer; or (c) the Control Party instructs the Trustee in writing to withdraw and pay all or a portion of such Tax Lien Reserve Amount to the IRS (i) upon the occurrence and during the continuation of an Event of Default or (ii) upon receipt of written notice from any Securitization Entity stating that the IRS intends to execute on the Lien for which such Tax Lien Reserve Amount was established in respect of any assets of any Securitization Entity; provided that the Control Party shall deliver a copy of any such written instruction to the Manager.

Section 8.37 Required Balance. For each Weekly Collection Period, the Master Issuer will specify to the Trustee the Weekly Allocation Percentage. If less than the Required Balance is on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Interest Payment Account, the Subordinated Notes Principal Payment Account and/or the Senior Notes Post-ARD Contingent Interest Account (as applicable) for any Weekly Collection Period within a calendar quarter, the Master Issuer shall direct any Residual Amount on the following Weekly Allocation Date (and each subsequent Weekly Allocation Date as necessary) to be deposited to such Senior Notes Interest Payment Account, Senior Subordinated Notes Interest Payment Account, Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account, Subordinated Notes Interest Payment Account, Subordinated Notes Principal Payment Account and/or Senior Notes Post-ARD Contingent Interest Account, in that order, until at least the Required Balance for such Weekly Collection Period is on deposit in in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Interest Payment Account, the Subordinated Notes Principal Payment Account and/or the Senior Notes Post-ARD Contingent Interest Account (as applicable).

Section 8.38 Modification of Contributed Assets. After the Closing Date and on a quarterly basis, if there are any additions or modifications to the Contributed Assets that constitute accounts, chattel paper, instruments or general intangibles under the Delaware UCC, the Master Issuer (or the Manager on its behalf) shall deliver and shall cause each applicable Securitization Entity to deliver to the Trustee an Officer’s Certificate with a revised list of the applicable Contributed Assets.

Section 8.39 Area Director Optional Termination Payments. After the Closing Date, the Master Issuer shall cause the Manager on behalf of the Franchisor to not make any Area Director Optional Termination Payments unless either (x) Jersey Mike’s Franchise Systems, Inc., as the indirect parent of the Franchisor, has elected to fund the related Area Director Optional Termination Payment by making a voluntary capital contribution to the Franchisor in accordance with the terms of the Securitized Area Director Arrangement or (y) the Residual Amount is available on the next Weekly Allocation Date to fund the applicable Area Director Optional Termination Payment as determined by the Manager in accordance with the Managing Standard.

Section 8.40 Franchisee Note Cancellation Payments. After the Closing Date, the Master Issuer shall cause the Manager on behalf of any Securitization Entity to not elect to forgive or cancel all or a portion of such Securitized Franchisee Note (any such forgiveness or cancellation, a “Franchisee Note Cancellation Payment”), unless (x) Jersey Mike’s Franchise Systems, Inc., as the indirect parent of such Securitization Entity, has elected to fund the related Franchisee Note Cancellation Payment by making a voluntary capital contribution to such Securitization Entity in an amount equal to the Franchisee Note Cancellation Payment or (y) the Residual Amount is available on the next Weekly Allocation Date to fund the applicable Franchisee Note Cancellation Payment as determined by the Manager in accordance with the Managing Standard.

Section 8.41 Elective Franchise-Related Payments. After the Closing Date, the Master Issuer shall cause the Manager on behalf of the Franchisor to not agree to any Elective Franchise-Related Payments unless either (x) Jersey Mike’s Franchise Systems, Inc., as the indirect parent of the Franchisor, has elected to fund the related Elective Franchise-Related Payments by making a voluntary capital contribution to the Franchisor in an amount equal to the Elective Franchise-Related Payment or (y) the Residual Amount is available on the next Weekly Allocation Date to fund the applicable Elective Franchise-Related Payment as determined by the Manager in accordance with the Managing Standard.

ARTICLE IX

REMEDIES

Section 9.01 Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (b) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.07 (Waiver of Past Events):

(a)

the failure to maintain a DSCR of at least 1.20x as calculated on any Quarterly Calculation Date;

(b)

the failure to repay or refinance a Series of Notes (or Class or Tranche thereunder) in full by the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, to the extent that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event will no longer be in effect following such repayment or refinancing;

(c)

the occurrence of a Manager Termination Event;

(d)

the occurrence of an Event of Default; or

(e)

domestic Systemwide Sales calculated on any Quarterly Payment Date are less than $650 million.

For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Section 9.02 Events of Default. If any one of the following events shall occur (each an “Event of Default”):

(a)

the Master Issuer defaults in the payment of interest on any Series of Notes Outstanding when the same becomes due and payable and such default continues for two (2) Business Days (or in the case of a failure to pay such interest when due resulting solely from an administrative error or omission by the Trustee, such default continues for a period of two (2) Business Days after the earlier of the date on which the Trustee receives written notice or an Authorized Officer of the Trustee has Actual Knowledge of such error or omission); provided that failure to pay any contingent interest on any Series of Notes (including, but not limited to, any Post-ARD Contingent Interest on any Quarterly Payment Date (including on any applicable Series Legal Final Maturity Date) in excess of available amounts in accordance with the Priority of Payments will not be an Event of Default;

(b)

the Master Issuer (i) defaults in the payment of any principal of any Series of Notes on its Series Legal Final Maturity Date or as and when due in connection with any mandatory or optional prepayment or (ii) fails to make any other principal payments or allocations due from funds

available in the Collection Account in accordance with the Priority of Payments and the Series Supplement for such Series on any Weekly Allocation Date; provided that in the case of a failure to pay or allocate principal resulting solely from an administrative error or omission by the Trustee, such default continues for a period of two (2) Business Days after the earlier of the date on which the Trustee receives written notice or an Authorized Officer of the Trustee has Actual Knowledge of such error or omission; provided that the failure to pay any prepayment premium on any prepayment of principal made during any Rapid Amortization Period occurring prior to the related Series Anticipated Repayment Date will not be an Event of Default;

(c)

any Securitization Entity fails to perform or comply with any of the covenants (other than those covered by clause (a) or clause (b) above) (including any covenant to pay any amount other than interest on or principal of the Notes when due in accordance with the Priority of Payments), or any of its representations or warranties contained in any Related Document to which it is a party proves to be incorrect in any material respect as of the date made or deemed to be made, and such default, failure, breach or incorrect representation or warranty continues for a period of thirty (30) consecutive days or, in the case of a failure to comply with any of the agreements, covenants or provisions of any IP License Agreements, such longer cure period as may be permitted under such IP License Agreement, or, solely with respect to a failure to comply with (i) any obligation to deliver a notice, report or other communication within the specified time frame set forth in the applicable Related Document, such failure continues for a period of five (5) consecutive Business Days after the specified time frame for delivery has elapsed or (ii) Sections 8.07 (Actions under the Collateral Transaction Documents and Related Documents), 8.12 (Liens), 8.13 (Other Indebtedness), 8.14 (Bankruptcy Proceedings), 8.15 (Mergers), 8.17 (Acquisition of Assets), 8.18 (Dividends, Officers’ Compensation, etc.), 8.19 (Legal Name, Location Under Section 9-301 or 9-307), 8.20 (Charter Documents), 8.21 (Investments), 8.22 (No Other Agreements), 8.23 (Other Business.), 8.24 (Maintenance of Separate Existence), 8.25 (Covenants Regarding the Securitization IP), 8.27 (Real Property) and 8.28 (No Employees) such failure continues for a period of ten (10) consecutive Business Days, in each case, following the earlier to occur of the Actual Knowledge of an Authorized Officer of such Securitization Entity of such breach or failure and the default caused thereby or written notice to such Securitization Entity by the Trustee, the Back-Up Manager or the Control Party (at the direction of the Controlling Class Representative) of such default, breach or failure; provided, however, that no Event of Default shall occur pursuant to this clause (c) if, with respect to any such representation deemed to have been false in any material respect when made which can be remedied by making a payment of an Indemnification Amount, (i) the Indemnitor has paid the required Indemnification Amount in accordance with the terms of the Related Documents and (ii) such Indemnification Amount has been deposited into the Collection Account;

(d)

the occurrence of an Event of Bankruptcy with respect to any Securitization Entity;

(e)

the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.10x;

(f)

the SEC or other regulatory body having jurisdiction reaches a final determination that any Securitization Entity is required to register as an “investment company” under the 1940 Act or is under the “control” of a Person that is required to register as an “investment company” under the 1940 Act;

(g)

any of the Related Documents or any material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than (i) in accordance with the express termination provisions thereof, (ii) a termination in the ordinary course of business, which termination could not reasonably be expected to result in a Material Adverse Effect or (iii) as a result of actions, omissions or breaches of representations or warranties by any party to such Related Document that is not a Securitization Entity or a Non-Securitization Entity so long as such Related Document, or any material portion thereof, is reinstated or replaced with a substantially similar document, agreement or arrangement within thirty (30) Business Days after such Related Document ceases to be in full force and effect or enforceable in accordance with its terms) or any Non-Securitization Entity or Securitization Entity so asserts in writing;

(h)

other than with respect to Collateral with an aggregate fair market value of less than $10,000,000, the Trustee ceases to have for any reason a valid and perfected first-priority security interest in the Collateral (subject to Permitted Liens), in which perfection can be achieved under the UCC or other applicable law in the United States to the extent required by the Related Documents or any Securitization Entity or any Affiliate thereof so asserts in writing;

(i)

any Securitization Entity fails to perform or comply with any material provision of its organizational documents or any provision of Section 8.24 (Maintenance of Separate Existence) or the Guarantee and Collateral Agreement relating to legal separateness of the Securitization Entities, which failure is reasonably likely to cause the contribution of the Securitized Assets to such Securitization Entity pursuant to the Contribution Agreements to fail to constitute a “true contribution” or other absolute transfer of such Securitized Assets pursuant to such Contribution Agreement or is reasonably likely to cause a court of competent jurisdiction to disregard the separate existence of such Securitization Entity relative to any Person other than another Securitization Entity and, in each case, such failure continues for more than thirty (30) consecutive days following the earlier to occur of the Actual Knowledge of an Authorized Officer of such Securitization Entity or written notice to such Securitization Entity from the Trustee, the Back-Up Manager or the Control Party (at the direction of the Controlling Class Representative) of such failure;

(j)

a final non-appealable ruling has been made by a court of competent jurisdiction that the contribution of the Securitized Assets (other than any immaterial Securitized Assets and any Securitized Assets that have been disposed of to the extent permitted or required under the Related Documents) pursuant to a Contribution Agreement does not constitute a “true contribution” or other absolute transfer of such Securitized Assets pursuant to such agreement;

(k)

one or more outstanding final non-appealable judgments for the payment of money are rendered against any Securitization Entity in an aggregate amount exceeding $15,000,000 (to the extent not covered by independent third-party insurance as to which the issuer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), and either (i) enforcement proceedings are commenced by any creditor upon such judgment or order or (ii) there is any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, will not be in effect;

(l)

the failure of (i) Jersey Mike’s Franchise Systems, Inc. or any successor thereto to own (directly or indirectly) 100% of the Equity Interests of the Holding Company Guarantor; (ii) the Holding Company Guarantor to own 100% of the Equity Interests of the Master Issuer; (iii) the Master Issuer to own (directly or indirectly) 100% of the Equity Interests of the Franchisor and FoodCo; or (iv) the Master Issuer or any Guarantor to own (directly or indirectly) 100% of the

Equity Interests of any Additional Securitization Entity (except to the extent permitted under Section 8.16 (Asset Dispositions));

(m)

other than as permitted hereunder or the other Related Documents, the Securitization Entities collectively fail to have good title or valid leasehold interest, as applicable, in or to any material portion of the Securitized Assets;

(n)

any ERISA Event occurs that, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on any Securitization Entity;

(o)

the IRS files notice of a Lien pursuant to Section 6323 of the Code with regard to the assets of any Securitization Entity and such Lien has not been released within sixty (60) days, unless (i) Jersey Mike’s Franchise Systems, Inc. or a Subsidiary thereof has provided evidence that payment to satisfy the full amount of the asserted liability has been provided to the IRS, and the IRS has released such asserted Lien within sixty (60) days of such payment, or (ii) such Lien or the asserted liability is being contested in good faith and Jersey Mike’s Franchise Systems, Inc. or a Subsidiary thereof has contributed to the Holding Company Guarantor the Tax Lien Reserve Amount, which such Tax Lien Reserve Amount is set aside and remitted to a collateral deposit account as provided in Section 8.37 (Required Balance);

(p)

a final non-appealable non-monetary judgment has been made by a court of competent jurisdiction that materially impairs (i) the Securitization Entities’ ability to conduct the Securitized Franchised Restaurant Business as of such date, taken as a whole, or (ii) the exercise of the Securitization Entities’ or of the Trustee’s rights with respect to the Securitized Assets; or

(q)

on the 90th day following the occurrence and continuation of an Advance Period; then (i) in the case of any event described in each clause above (except for clause (d) thereof) that is continuing the Trustee, at the direction of the Control Party (at the direction of the Controlling Class Representative) and on behalf of the Noteholders, by written notice to the Master Issuer, shall declare the Notes of all Series to be immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture Documents shall become immediately due and payable or (ii) in the case of any event described in clause (d) above, the unpaid principal amount of the Notes of all Series, together with interest accrued but unpaid thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture Documents, shall immediately and without further act become due and payable. Promptly following the Trustee’s receipt of written notice hereunder of any Event of Default, the Trustee shall send a copy thereof to the Master Issuer, the Servicer, each Rating Agency for each Series of Notes Outstanding, the Controlling Class Representative, the Manager, the Back-Up Manager, each Noteholder and each other Secured Party.

If the Master Issuer obtains Actual Knowledge that a Default or an Event of Default has occurred and is continuing, the Master Issuer shall promptly notify the Trustee and the Servicer.

At any time after such a declaration of acceleration of maturity has been made relating to the Notes and before a judgment or decree for payment of the money due has been obtained by the Trustee, as hereinafter provided in this Article IX (Remedies), the Control Party (at the direction of the Controlling Class Representative), by written notice to the Master Issuer and to the Trustee, may rescind and annul such declaration and its consequences, if (i) the Master Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue installments of interest and principal on the Notes (excluding principal

amounts due solely as a result of the acceleration), and (b) all unpaid taxes, administrative expenses and other sums paid or advanced by the Trustee or Servicer under the Related Documents and the reasonable compensation, expenses, disbursements and Advances of the Trustee and the Servicer, their agents and counsel, and any unreimbursed Advances (with interest thereon at the Advance Interest Rate), Servicing Fees, Liquidation Fees or Workout Fees and (ii) all existing Events of Default, other than the non-payment of the principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 9.07 (Waiver of Past Events). No such rescission shall affect any subsequent default or impair any right consequent thereon. Any acceleration resulting from any event described in clause (d) above may not be rescinded.

Section 9.03 Rights of the Control Party and Trustee upon Event of Default.

(a)

Payment of Principal and Interest. The Master Issuer covenants that if (i) default is made in the payment of any interest on any Series of Notes Outstanding when the same becomes due and payable, (ii) the Notes are accelerated following the occurrence of an Event of Default or (iii) default is made in the payment of the principal of, or premium, if any, on any Series of Notes Outstanding when due and payable, the Master Issuer shall, to the extent of funds available, upon demand of the Trustee, at the direction of the Control Party (subject to Section 11.04(e) (Control Party), at the direction of the Controlling Class Representative), pay to the Trustee, for the benefit of the Noteholders, the whole amount then due and payable on the Notes for principal, premium, if any, and interest, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Note Rate and any default rate, as applicable, and in addition thereto such further amount as shall be sufficient to cover costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

(b)

Proceedings To Collect Money. In case the Master Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee at the direction of the Control Party (at the direction of the Controlling Class Representative), in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Master Issuer and collect in the manner provided by law out of the property of the Master Issuer, wherever situated, the moneys adjudged or decreed to be payable.

(c)

Other Proceedings. If and when an Event of Default shall have occurred and is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.04(e) (Control Party), at the direction of the Controlling Class Representative) pursuant to a Control Party request shall take one or more of the following actions:

(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or any other Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by the Indenture or any other Related Document or by law, including any remedies of a secured party under applicable law;

(ii) (A) direct the Master Issuer to exercise (and the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of the Master Issuer or any Securitization Entity against any party to any Collateral Transaction Document arising as

a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to the Master Issuer, and any right of the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under the Indenture to direct the Master Issuer to take such action);

(iii) institute Proceedings from time to time for the complete or partial foreclosure of the Indenture or, to the extent applicable, any other Related Document, with respect to the Collateral and, to the extent permitted by applicable law, any other Securitized Assets; and/or (iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee will provide notice to the Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral or Securitized Assets, to the extent permitted by applicable law.

(d)

Sale of Securitized Assets. In connection with any sale of the Collateral hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of the Indenture, the Guarantee and Collateral Agreement or any other Related Document, or any sale of Securitized Assets, to the extent permitted by applicable law:

(i) any of the Trustee, any Noteholder, any Enhancement Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;

(ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Securitization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Securitization Entity or its successors or assigns; and

(iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

(e)

Application of Proceeds. Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any of its rights under this Base Indenture or under the Guarantee and Collateral Agreement (a) will be deposited into the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, will be held by the Trustee as additional collateral for the repayment of the Obligations and (b) will be applied first to pay a depository bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the Priority of Payments; provided that, unless otherwise provided in this Article IX (Remedies), with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

(f)

Additional Remedies. In addition to any rights and remedies now or hereafter granted hereunder or under applicable law (x) with respect to the Collateral, the Trustee shall have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction and (y) with respect to the other Securitized Assets, the Trustee shall have all of the rights and remedies of an unsecured creditor in any applicable jurisdiction.

(g)

Proceedings. The Trustee may maintain a Proceeding even if it does not possess any of the Notes or does not produce any of them in the Proceeding, and any such Proceeding instituted by the Trustee shall be in its own name as trustee. All remedies are cumulative to the extent permitted by law.

(h)

Power of Attorney. The Master Issuer hereby grants to the Trustee an absolute and irrevocable power of attorney, with full power and authority in the place and stead of the Master Issuer and in the name of the Master Issuer, upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument consistent with the terms of hereof and the other Related Documents necessary or advisable to accomplish the purposes hereof, including, without limitation, to sign any document which may be required by the PTO, the United States Copyright Office, any similar office or agency in each foreign country in which any Securitization IP is located, or any other Governmental Authority in order to effect an absolute assignment of all right, title and interest in or to any Securitization IP, and record the same. The foregoing grant of authority is a power of attorney coupled with an interest. The Master Issuer hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Section 9.04 Waiver of Appraisal, Valuation, Stay and Right to Marshaling. To the extent it may lawfully do so, the Master Issuer for itself and for any Person who may claim through or under it hereby:

(a)

agrees that neither it nor any such Person will step up, plead, claim or in any manner whatsoever take advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance, enforcement or foreclosure of the Indenture or the Guarantee and Collateral Agreement, (ii) the sale of any of the Collateral or Securitized Assets, to the extent permitted by

applicable law or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof;

(b)

waives all benefit or advantage of any such laws;

(c)

waives and releases all rights to have the Collateral and/or the Securitized Assets marshaled upon any foreclosure, sale or other enforcement of the Indenture or the Guarantee and Collateral Agreement; and

(d)

consents and agrees that, subject to the terms of the Indenture and the Guarantee and Collateral Agreement, all the Collateral and all of the Securitized Assets (to the extent permitted by applicable law) may at any such sale be sold by the Trustee as an entirety or in such portions as the Trustee may (upon direction by the Control Party (at the direction of the Controlling Class Representative)) determine.

Section 9.05 Limited Recourse. Notwithstanding any other provision of the Indenture, the Notes or any other Related Document or otherwise, the liability of the Securitization Entities to the Noteholders and any other Secured Parties under or in relation to the Indenture, the Notes or any other Related Document or otherwise, is limited in recourse to the assets of the Securitization Entities. Following the proceeds of such assets having been applied in accordance with the terms hereof, none of the Noteholders or any other Secured Parties shall be entitled to take any further steps against any Securitization Entity to recover any sums due but still unpaid hereunder, under the Notes or under any of the other agreements or documents described in this Section 9.05 (Limited Recourse), all claims in respect of which shall be extinguished. The provisions of this Section 9.05 (Limited Recourse) shall survive the expiration or earlier termination of the Indenture.

Section 9.06 Optional Preservation of the Securitized Assets. If the maturity of the Outstanding Notes of each Series has been accelerated pursuant to Section 9.02 (Events of Default) following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee, at the direction of the Control Party (acting at the direction of the Controlling Class Representative), shall elect to maintain possession of such portion, if any, of the Collateral and/or Securitized Assets (to the extent permitted by applicable law) as the Control Party (acting at the direction of the Controlling Class Representative) shall in its discretion determine.

Section 9.07 Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.02 (Events of Default) and subject to Section 13.02 (With Consent of the Controlling Class Representative or the Noteholders), the Control Party (at the direction of the Controlling Class Representative) by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.02 (Events of Default) (except clause (d) thereof) and its consequences; provided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.02(d) (Events of Default) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.02 (With Consent of the Controlling Class Representative or the Noteholders), the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency for each Series of Notes Outstanding and the

Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event described in Section 9.01(b) (Rapid Amortization Events) relating to a particular Series, Class or Tranche of Notes shall not be permitted to be waived by any party unless 100% of the Noteholders have consented to such waiver in writing.

Section 9.08 Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.04(e) (Control Party), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral (or, to the extent permitted by applicable law, other Securitized Assets) or conducting any proceeding in respect of any enforcement of Liens on the Collateral and other rights and remedies against the other Securitized Assets (to the extent permitted by applicable law) or conducting any proceeding for any contractual or legal remedy available to the Trustee or exercise any trust or power conferred on the Trustee; provided that:

(a)

such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard or the Indenture;

(b)

the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and

(c)

such direction shall be in writing; provided further that, subject to Section 10.01 (Duties of the Trustee), the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein. The Trustee shall take no action referred to in this Section 9.08 (Control by the Control Party) unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Section 9.09 Limitation on Suits. Any other provision of the Indenture to the contrary notwithstanding, a Holder may pursue a remedy with respect to the Indenture or any other Related Document only if:

(a)

the Holder gives to the Trustee, the Control Party and the Controlling Class Representative written notice of a continuing Event of Default;

(b)

the Holders of at least 25% of the Aggregate Outstanding Principal Amount make a written request to the Trustee, the Control Party and the Controlling Class Representative to pursue the remedy;

(c)

such Holder or Holders offer and, if requested, provide to the Trustee, the Control Party and the Controlling Class Representative indemnification satisfactory to the Trustee, the Control Party and the Controlling Class Representative against any loss, liability or expense;

(d)

the Trustee does not comply with the request within sixty (60) days after receipt of the request and the offer and, if requested, the provision of indemnity reasonably satisfactory to it;

(e)

during such sixty (60) day period, the Majority of Senior Noteholders do not give the Trustee a direction inconsistent with the request; and

(f)

the Control Party (at the direction of the Controlling Class Representative) has consented to the pursuit of such remedy.

A Holder may not use the Indenture or any other Related Document to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 9.10 Unconditional Rights of Holders to Receive Payment. Notwithstanding any other provision of the Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, and interest on the Note, on or after the respective Series Legal Final Maturity Date expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder of the Note.

Section 9.11 The Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the Holders and any other Secured Party (as applicable) allowed in any judicial proceedings relative to the Master Issuer (or any other obligor upon the Notes), its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is hereby authorized by each Holder and each other Secured Party to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders or any other Secured Party, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.05 (Compensation and Indemnity). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.05 (Compensation and Indemnity) out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money and other properties which any of the Holders or any other Secured Party may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or any other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Holder or any other Secured Party, or to authorize the Trustee to vote in respect of the claim of any Holder or any other Secured Party in any such proceeding.

Section 9.12 Undertaking for Costs. In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 9.12 (Undertaking for Costs) does not apply to a suit by the Trustee (or by the Control Party for any contractual or legal remedy available to the Trustee), a suit by a Holder pursuant to Section 9.09 (Limitation on Suits) or a suit by Holders of more than 10% of the Aggregate Outstanding Principal Amount of all Series of Notes.

Section 9.13 Restoration of Rights and Remedies. If the Trustee, any Holder or any other Secured Party has instituted any Proceeding to enforce any right or remedy under the Indenture or any other Related Document and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Holder or other Secured Party, then and in every such case the Trustee and the Holders and any such other Secured Party shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Holders and the other Secured Parties shall continue as though no such Proceeding had been instituted.

Section 9.14 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders or any other Secured Party is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under the Indenture or any other Related Document or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under the Indenture or any other Related Document, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.15 Delay or Omission Not Waiver. No delay or omission of the Trustee, the Control Party, the Controlling Class Representative, any Holder or any other Secured Party to exercise any right or remedy accruing upon any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article IX (Remedies) or by law to the Trustee, the Control Party, the Controlling Class Representative, the Holders or any other Secured Party may be exercised from time to time to the extent not inconsistent with the Indenture, and as often as may be deemed expedient, by the Trustee, the Control Party, the Controlling Class Representative, the Holders or any other Secured Party, as the case may be.

Section 9.16 Waiver of Stay or Extension Laws. The Master Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture or any other Related Document; and the Master Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, the Control Party or the Controlling Class Representative, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE X

THE TRUSTEE

Section 10.01 Duties of the Trustee. (a) If an Event of Default or Rapid Amortization Event actually known to a Trust Officer has occurred and is continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by the Indenture and the other Related Documents, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee shall have no liability in

connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative. The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, bad faith or willful misconduct except as provided in Section 10.01(c) (Duties of the Trustee). The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of the Indenture, shall examine them to determine whether they conform to the requirements of this Indenture; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.

(b)

Except during the occurrence and continuance of an Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event of which a Trust Officer shall have Actual Knowledge:

(i) The Trustee undertakes to perform only those duties that are specifically set forth in the Indenture or any other Related Document to which it is a party and no others, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into the Indenture or any other Related Document against the Trustee; and

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture and any other applicable Related Document; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of the Indenture and shall promptly notify the party of any non-conformity.

(c)

The Trustee may not be relieved from liability for its own negligent action, bad faith or willful misconduct, except that:

(i) This clause (c) does not limit the effect of clause (b) of this Section 10.01 (Duties of the Trustee).

(ii) The Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Trust Officer, unless it is proven that the Trustee was grossly negligent, acted in bad faith or engaged in willful misconduct in ascertaining the pertinent facts.

(iii) The Trustee shall not be liable in its individual capacity with respect to any action taken or omitted to be taken by it in good faith at the direction of the Manager, the Master Issuer, the Control Party and/or a Holder under circumstances in which such direction is required or permitted by the terms of this Base Indenture or applicable law.

(iv) The Trustee shall not be charged with knowledge of any Default, Event of Default, Potential Rapid Amortization Event, Rapid Amortization Event, Manager Termination Event, Potential Manager Termination Event or Servicer Termination Event

or the commencement and continuation of a Cash Trapping Period until such time as a Trust Officer shall have Actual Knowledge or have received written notice thereof. In the absence of such Actual Knowledge or receipt of such notice, the Trustee may conclusively assume that no such event has occurred or is continuing.

(d)

Notwithstanding anything to the contrary contained in the Indenture or any of the other Related Documents, no provision of the Indenture or the other Related Documents shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder, if it has reasonable grounds for believing that the repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it by the terms of the Indenture or the Guarantee and Collateral Agreement. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any risk, loss, liability or expense.

(e)

In the event that the Paying Agent or the Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under the Indenture, the Trustee shall be obligated as soon as practicable upon Actual Knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.

(f)

Subject to Section 10.03 (Individual Rights of the Trustee), all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Indenture or any of the other Related Documents.

(g)

Whether or not therein expressly so provided, every provision of the Indenture and the other Related Documents relating to the conduct of, affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 10.01 (Duties of the Trustee).

(h)

The Trustee shall not be responsible for the existence, genuineness or value of any of the Securitized Assets or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Securitized Assets or any agreement or assignment contained therein, for the validity of the title of the Securitization Entities to the Securitized Assets, for insuring the Securitized Assets or for the payment of Taxes, charges, assessments or Liens upon the Securitized Assets or otherwise as to the maintenance of the Securitized Assets. Except as otherwise provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Related Documents by the Securitization Entities.

(i)

The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the Indenture or at the direction of the Servicer, the Control Party, the Controlling Class Representative or the Holders of the requisite percentage of Notes, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the

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Indenture, any other circumstances in which direction is required or permitted by the terms of the Indenture or applicable law.

(j)

The Trustee shall have no duty (i) to see to any recording, filing or depositing of this Base Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refiling or redepositing of any thereof; (ii) to see to any insurance, (iii) except as otherwise provided by Section 10.01(e) (Duties of the Trustee), to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of any kind or (iv) to confirm or verify the contents of any reports or certificates of the Manager, the Control Party, the Back-Up Manager or the Servicer delivered to the Trustee pursuant to this Base Indenture or any other Related Document believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.

(k)

The Trustee shall not be personally liable for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of the performance of its duties under the Indenture.

(l)

(i) Notwithstanding anything to the contrary in this Section 10.01 (Duties of the Trustee), the Trustee shall make Debt Service Advances to the extent and in the manner set forth in Section 5.14(a)(iii) (Quarterly Payment Date Applications–Senior Notes Interest Payment Account) hereof; provided, however, that notwithstanding anything herein or in any other Related Document to the contrary, the Trustee will not be responsible for advancing any principal on the Senior Notes, any make-whole prepayment premiums, any Series Hedge Payment Amounts, any Class A-1 Notes Administrative Expenses, any Class A-1 Quarterly Commitment Fee Amounts, any Post-ARD Contingent Interest or any reserve amounts or any interest or principal payable on, or any other amount due with respect to, the Senior Subordinated Notes or the Subordinated Notes.

(ii) Notwithstanding anything herein to the contrary, no Debt Service Advance shall be required to be made hereunder by the Trustee if the Trustee determines such Debt Service Advance (including interest thereon) would, if made, constitute a Nonrecoverable Advance. The determination by the Trustee that it has made a Nonrecoverable Advance or that any proposed Debt Service Advance, if made, would constitute a Nonrecoverable Advance, shall be made by the Trustee in its reasonable good faith judgment. The Trustee is entitled to conclusively rely on the determination of the Servicer that an Advance is or would be a Nonrecoverable Advance. Any such determination will be conclusive and binding on the Holders. The Trustee may update or change its nonrecoverability determination at any time, and may decide that a requested Debt Service Advance or Collateral Protection Advance that was previously deemed to be a Nonrecoverable Advance shall have become recoverable. Notwithstanding the foregoing, all outstanding Debt Service Advances and Collateral Protection Advances made by the Trustee and any accrued interest thereon will be paid strictly in accordance with the Priority of Payments, even if the Trustee determines that any such advance is a Nonrecoverable Advance after such Advance has been made.

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(iii) The Trustee shall be entitled to receive interest at the Advance Interest Rate accrued on the amount of each Debt Service Advance made thereby (with its own funds) for so long as such Debt Service Advance is outstanding. Such interest with respect to any Debt Service Advance made pursuant to this Section 10.01(k) (Duties of the Trustee) shall be calculated on the basis of a 360-day year of twelve 30-day months (which will be compounded monthly) and shall be payable out of Collections in accordance with the Priority of Payments pursuant to Section 5.13 (Application of Weekly Collections on Weekly Allocation Dates) hereof and the other applicable provisions of the Related Documents.

Section 10.02 Rights of the Trustee. Except as otherwise provided by Section 10.01 (Duties of the Trustee):

(a)

The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper Person.

(b)

The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)

The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.

(d)

The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.

(e)

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.

(f)

Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the

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sole cost of the Master Issuer and the Trustee shall incur no liability by reason of such inquiry or investigation.

(g)

The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act.

(h)

In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

(i)

Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process.

(j)

The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).

(k)

The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.

(l)

All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.05 (Compensation and Indemnity), be distributed in accordance with the Priority of Payments.

(m)

The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act.

(n)

Any request or direction of the Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order.

(o)

Whenever in the administration of the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee may, in the absence of bad faith, gross negligence or willful misconduct on its part, rely upon an Officer’s Certificate of the Master Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon.

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(p)

The Trustee shall not be responsible for the accuracy of the books or records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care or any Paying Agent (other than the Trustee itself acting in that capacity).

(q)

The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments.

(r)

The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Servicer or the Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction.

(s)

The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, New Series Pro Forma DSCR or the Interest-Only DSCR.

(t)

The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(u)

The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document.

(v)

For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them.

(w)

The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or the Manager on behalf of the Master Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, however, that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders).

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Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Auditors that the Trustee reasonably determines adversely affects it.

Section 10.03 Individual Rights of the Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Securitization Entities or an Affiliate of the Securitization Entities with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.04 Notice of Events of Default and Defaults. If an Event of Default, a Default, a Rapid Amortization Event or a Potential Rapid Amortization Event occurs and is continuing and if a Trust Officer has Actual Knowledge, or written notice of the existence thereof has been delivered to a Trust Officer, the Trustee shall promptly provide the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Master Issuer, any Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding with notice of such Event of Default, Default, Rapid Amortization Event or Potential Rapid Amortization Event, to the extent that the Notes of such Series are Book-Entry Notes, by email, telephone and facsimile and otherwise by first class mail.

Section 10.05 Compensation and Indemnity. (a) The Master Issuer shall promptly pay to the Trustee from time to time compensation for its acceptance of the Indenture and services hereunder and under the other Related Documents to which the Trustee is a party as the Trustee and the Master Issuer shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Master Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services in accordance with the provisions of the Indenture (including, without limitation, the Priority of Payments). Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and outside counsel. The Master Issuer shall not be required to reimburse any expense incurred by the Trustee through the Trustee’s own willful misconduct, bad faith or negligence. When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.

(b)

The Master Issuer shall indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability, claim, expense (including Taxes, other than Taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with (i) the activities of the Trustee or such predecessor Trustee pursuant to this Base Indenture, any Series Supplement or any other Related Documents to which the Trustee is a party and (ii) the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Master Issuer or otherwise, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by the Master Issuer, the Servicer, the Control Party or any Noteholder or any other Person), liability in connection with the exercise or performance of any of its powers or duties hereunder or under any Related Document, the preservation of any of its rights to, or the realization upon, any of the Collateral, or the Securitized Assets, to the extent permitted by applicable law, or in connection with enforcing the provisions of this Section 10.05(b) (Compensation and Indemnity); provided, however, that the Master Issuer shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or

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omissions constitute willful misconduct, bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be.

(c)

The provisions of this Section 10.05 (Compensation and Indemnity) shall survive the termination of the Indenture and the resignation and removal of the Trustee.

Section 10.06 Replacement of the Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 10.06 (Replacement of the Trustee).

(b)

The Trustee may, after giving thirty (30) days prior written notice to the Master Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Control Party or the Master Issuer may remove the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time:

(i) the Trustee fails to comply with Section 10.08 (Eligibility Disqualification);

(ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code;

(iii) the Trustee fails generally to pay its debts as such debts become due; or

(iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Master Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one (1) year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee to replace the successor Trustee appointed by the Master Issuer.

(c)

If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Control Party, the retiring Trustee, at the expense of the Master Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d)

If the Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.08 (Eligibility Disqualification), the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Servicer and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to the Noteholders and each Class A-1 Administrative Agent.

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The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.06 (Replacement of the Trustee), the Master Issuer’s obligations under Section 10.05 (Compensation and Indemnity) shall continue for the benefit of the retiring Trustee.

(f)

No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to such appointment.

Section 10.07 Successor Trustee by Merger, etc. Subject to Section 10.08 (Eligibility Disqualification), if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided that written notice of such consolidation, merger or conversion shall be provided to the Master Issuer, the Servicer, the Noteholders and each Class A-1 Administrative Agent; provided, further, that the resulting or successor corporation is eligible to be a Trustee under Section 10.08 (Eligibility Disqualification).

Section 10.08 Eligibility Disqualification. (a) There shall at all times be a Trustee hereunder which shall (i) be a bank or trust company organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, (ii) be subject to supervision or examination by federal or state authority, (iii) have a combined capital and surplus of at least $250,000,000 as set forth in its most recent published annual report of condition, (iv) be reasonably acceptable to the Servicer and (v) have a long-term unsecured debt rating of at least “BBB” by S&P, if it has a rating by S&P, if it has a rating by KBRA, “BBB” by KBRA, and if it does not have a rating by S&P or KBRA, then a rating of at least “BBB” (or an equivalent) by another nationally recognized statistical rating organization.

(b)

At any time the Trustee shall cease to satisfy the eligibility requirements of Section 10.08(a) (Eligibility Disqualification), the Trustee shall resign after written request that it do so by the Master Issuer, or by the Control Party at the direction of the Controlling Class Representative, in the manner and with the effect specified in Section 10.06 (Replacement of the Trustee).

Section 10.09 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Base Indenture, any Series Supplement or any other Related Document, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Securitized Assets may at the time be located, the Trustee shall have the power upon notice to the Control Party, the Master Issuer and each Class A-1 Administrative Agent and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Securitized Assets, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and the other Secured Parties, such title to the Collateral (or other rights in and to the Securitized Assets), or any part thereof, and, subject to the other provisions of this Section 10.09 (Appointment of Co-Trustee or Separate Trustee), such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Any co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 10.08 (Eligibility Disqualification) or shall be otherwise acceptable to the Servicer. No notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.06 (Replacement of the Trustee). No co-trustee shall

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be appointed without the consent of the Servicer and the Master Issuer unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.

(b)

Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) the Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

(ii) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral (or other rights in and to the Securitized Assets) or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(iii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder and such appointment shall not, and shall not be deemed to, constitute any such trustee or co-trustee as an agent of the Trustee; and

(iv) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Base Indenture and the conditions of this Article X (The Trustee). Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture, any Series Supplement and any other Related Documents to which the Trustee is a party, specifically including every provision of this Base Indenture, any Series Supplement, or any other Related Document which the Trustee is a party relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer and the Master Issuer.

(d)

Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture, any Series Supplement or any other Related Document on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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Section 10.10 Representations and Warranties of Trustee. The Trustee represents and warrants to the Master Issuer and the Holders that:

(a)

the Trustee is a national banking association, organized, existing and in good standing under the laws of the United States;

(b)

the Trustee has full power, authority and right to execute, deliver and perform this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and each other Related Document to which it is a party and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and any such other Related Document and to authenticate the Notes;

(c)

this Base Indenture and each other Related Document to which it is a party has been duly executed and delivered by the Trustee; and

(d)

the Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 10.08(a) (Eligibility Disqualification).

ARTICLE XI

CONTROLLING CLASS REPRESENTATIVE AND CONTROL PARTY

Section 11.01 Controlling Class Representative.

(a)

On the Closing Date and at any time when no Person is serving as the Controlling Class Representative in accordance with this Article XI (Controlling Class Representative and Control Party), (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party.

(b)

Within thirty (30) days after the Closing Date or any CCR Re-election Event, the Trustee shall send via email to any Class A-1 Administrative Agent and via the Applicable Procedures of the Clearing Agency with respect to the Controlling Class Members holding Book-Entry Notes a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit E hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form attached as Exhibit F hereto (a “CCR Nomination”) certifying that, as of a date not more than ten (10) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder of the Outstanding Principal Amount of Notes of the Controlling Class specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.01(c) (Controlling Class Representative), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any nomination to

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be valid, the CCR Nomination shall be delivered to the Trustee within thirty (30) calendar days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”).

(c)

Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) if no nomination has been received and there is no Controlling Class Representative, the Trustee shall notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit G attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed reelected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.01(d) (Controlling Class Representative), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period a “CCR Election Period”).

(d)

If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Master Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party.

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(e)

In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to Section 11.01(d) (Controlling Class Representative) or Section 11.01(j) (Controlling Class Representative), the Trustee shall forward an acceptance letter in the form of Exhibit H attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of Controlling Class Representative shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members, (iii) represent and warrant that it is a Controlling Class Member and not a Competitor and (iv) in the event that such Person subsequently ceases to be a Controlling Class Member, covenant to provide written notice thereof to the Trustee within one (1) Business Day of ceasing to be a Controlling Class Member. Within two (2) Business Days of receipt of the executed CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members.

(f)

Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee shall deliver to the Noteholder via the Applicable Procedures of the Clearing Agency, any Class A-1 Administrative Agent, the Master Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative.

(g)

The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Holders and beneficial owners of the Controlling Class and (ii) with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters.

(h)

The Servicer (in its capacity as Servicer and Control Party) shall be entitled to rely on the identity of the Controlling Class Representative provided by the Trustee with respect to any obligation or right hereunder or under the other Related Documents that the Servicer (in its capacity as Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Noteholders of the Controlling Class, with no liability to it for such reliance.

(i)

The Controlling Class Representative shall be entitled to receive from the Trustee, upon request, any memoranda delivered to the Trustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in form and substance satisfactory to the Manager, and such confidentiality agreement remains in effect. Any such memoranda shall be deemed to contain confidential information.

(j)

If no Controlling Class Representative has been elected, deemed elected or chosen pursuant to Section 11.01(d) (Controlling Class Representative) or this Section 11.01(j) (Controlling Class Representative), and a Rapid Amortization Event, a Potential Rapid Amortization Event, a Manager Termination Event, a Potential Manager Termination Event, an Event of Default and/or a Default has occurred and is continuing, the Controlling Class Representative may be appointed by a Majority of Controlling Class Members without complying

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with the requirements set forth in clauses (b) through (d) of this Section 11.01 (Controlling Class Representative) by delivery of an ad hoc ballot to the Trustee and the Control Party, which shall be in the form of Exhibit J attached hereto.

Section 11.02 Resignation or Removal of the Controlling Class Representative. The Controlling Class Representative may at any time resign as such by giving written notice to the Trustee, the Servicer and to each Noteholder of the Controlling Class. The Controlling Class Representative will resign immediately if such Controlling Class Representative no longer holds any Notes of the Controlling Class. As of any Record Date, a Majority of Controlling Class Members shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Trustee, the Servicer and such existing Controlling Class Representative. No resignation or removal of the Controlling Class Representative shall be effective until a successor Controlling Class Representative has been appointed pursuant to Section 11.01 (Controlling Class Representative) or until the end of the CCR Election Period (or, if no CCR Election Period has occurred after a CCR Nomination Period, until the end of the related CCR Nomination Period) following such resignation or removal; provided that any Controlling Class Representative that has been removed pursuant to this Section 11.02 (Resignation or Removal of the Controlling Class Representative) may subsequently be nominated as a CCR Candidate pursuant to Section 11.01 (Controlling Class Representative) (provided that such Controlling Class Representative candidate satisfies the requirements of this Base Indenture) and appointed as Controlling Class Representative; provided, further, that an existing Controlling Class Representative shall cease to be the Controlling Class Representative at the end of a CCR Election Period, even if no successor is re-elected pursuant to Section 11.01 (Controlling Class Representative), unless such Controlling Class Representative is elected during such CCR Election Period (except that, in the event of a CCR Reelection Event or upon the occurrence of an Annual Election Date, if no CCR Nominations are received prior to the end of the CCR Nomination Period, the current Controlling Class Representative will remain the Controlling Class Representative and no further action will be taken with respect to such CCR Reelection Event or Annual Election Date). In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of the Controlling Class Representative, the Trustee shall notify the Servicer and the parties to this Base Indenture of such event.

If no Controlling Class Representative has been elected or if the Controlling Class Representative does not respond to a Consent Request within the time period specified in Section 2.4 (Consents to Ministerial Actions and Amendments) of the Servicing Agreement, the Control Party will be entitled (but not required) to exercise the rights of the Controlling Class Representative with respect to such Consent Request other than with respect to Servicer Termination Events.

Section 11.03 Expenses and Liabilities of the Controlling Class Representative. (a) The Controlling Class Representative shall have no liability to the Holders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Indenture or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of gross negligence, bad faith or willful misconduct committed with respect to its obligations or duties under the Indenture. Each Holder acknowledges and agrees, by its acceptance of its Notes or interests therein, that (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Note Owners of one or more Classes of Notes, or that conflict with other Holders, (ii) the Controlling Class Representative may act solely in the interests of the Controlling Class Members or in its own interest, (iii) the Controlling Class Representative does not have any duties to Holders other than the Controlling Class Members, (iv) the Controlling Class Representative may take actions that favor the interests of the Controlling Class Members over the interests of Holders of one or more other Classes of Notes, or that favor its own interests over those of other Holders or other Controlling Class Members, (v) the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in the interests of the Controlling Class Members or in its own interests, and (vi) the Controlling

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Class Representative shall have no liability whatsoever for having so acted pursuant to clauses (i) through (v), and no Holder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

(b)

Any and all expenses of the Controlling Class Representative for acting in its capacity as Controlling Class Representative shall constitute Securitization Operating Expenses and shall be paid to the extent funds are available therefor in accordance with clauses (v) and (xvi) of the Priority of Payments. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative and the Servicer or the Trustee are also named parties to the same action and, in the sole judgment of the Servicer, the Controlling Class Representative had acted in good faith, without gross negligence or willful misconduct, with regard to the particular matter at issue, and there is no potential for the Servicer or the Trustee to be an adverse party in such action as regards the Controlling Class Representative, the Servicer on behalf of the Trustee shall be required to assume the defense (with any costs incurred in connection therewith being deemed to be reimbursable as a Collateral Protection Advance) of any such claim against the Controlling Class Representative.

Section 11.04 Control Party. (a) Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Servicing Standard, Consent Requests that do not require the consent of any Noteholder or the Controlling Class Representative.

(b)

For any Consent Request that requires, pursuant to the terms of the Indenture or any other Related Document, the consent or direction of the Controlling Class Representative, or the consent of the affected Noteholders or 100% of the Noteholders, the Control Party and the Trustee shall follow the procedures set forth in Section 2.4 (Consents to Ministerial Actions and Amendments) of the Servicing Agreement.

(c)

[Reserved].

(d)

The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Servicing Standard, not to implement a Consent Request or has not received the requisite consent of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request.

(e)

Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable law, the terms of this Indenture, the Notes, the Servicing Agreement or the other Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Servicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Servicing Agreement or the Trustee’s responsibilities under this Indenture, the Notes and the other Related Documents. The Trustee and the Control Party will not be required to follow any such advice, direction, or objection. In addition, notwithstanding anything herein or in the other Related Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity

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Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Section 11.05 Note Owner List. (a) To facilitate communication among Note Owners, the Manager, the Trustee, the Control Party and the Controlling Class Representative, a Note Owner may elect, but is not required, to notify the Trustee of its name, address and other contact information, which will be kept in a register maintained by the Trustee. The Trustee will be required to furnish the Manager, the Control Party and the Controlling Class Representative upon request with the information maintained in such register as of the most recent date of determination. Every Note Owner, by receiving and holding a beneficial interest in a Note, will agree that none of the Trustee, the Master Issuer, the Servicer, the Controlling Class Representative nor any of their respective agents will be held accountable by reason of any disclosure of any such information as to the names and addresses of the Note Owners in the register maintained by the Trustee.

(b)

Noteholders under any Variable Funding Note Purchase Agreement (“VFN Noteholders”) having interests of not less than 25% of the aggregate principal amount of the Class A-1 Notes (including any unfunded commitments of any VFN Noteholder under any Variable Funding Note Purchase Agreement) or Note Owners of Notes other than the Class A-1 Notes having beneficial interests of not less than 10% of the aggregate principal amount of Notes that wish to communicate with the other Note Owners and VFN Noteholders with respect to their rights under the Indenture or under the Notes may request in writing that the Trustee deliver a notice or communication to the other Note Owners through the Applicable Procedures of each Clearing Agency, and to the VFN Noteholders through the applicable Class A-1 Administrative Agent, with respect to all Series of Notes Outstanding. If such request states that such Note Owners or VFN Noteholders desire to communicate with other Note Owners and VFN Noteholders with respect to their rights under the Indenture or under the Notes and is accompanied by (i) a certificate substantially in the form of Exhibit I certifying that such VFN Noteholders hold interests of not less than 25% of the aggregate principal amount of the Class A1 Notes (including any unfunded commitments of such VFN Noteholders under any Variable Funding Note Purchase Agreement) or that such Note Owners of Notes other than the Class A-1 Notes hold beneficial interests of not less than 10% of the aggregate principal amount of Notes (each, a “Note Owner Certificate”) (upon which the Trustee may conclusively rely) and (ii) a copy of the communication which such Note Owners or VFN Noteholders propose to transmit, then the Trustee, after having been adequately indemnified by such Note Owners or VFN Noteholders, as applicable, for its costs and expenses, shall transmit the requested communication to all other Note Owners through the Applicable Procedures of each Clearing Agency and to all other VFN Noteholders through the applicable Class A-1 Administrative Agent, with respect to all Series of Notes Outstanding, and shall give the Master Issuer, the Servicer and the Controlling Class Representative notice that such request has been made, within five (5) Business Days after receipt of the request. The Trustee shall have no obligation of any nature whatsoever with respect to any requested communication other than to transmit it in accordance with and subject to the terms hereof and to give notice of such request and transmission to the Master Issuer, the Servicer and the Controlling Class Representative.

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ARTICLE XII

DISCHARGE OF INDENTURE

Section 12.01 Termination of the Master Issuer’s and Guarantors’ Obligations.

(a)

Satisfaction and Discharge. The Indenture and the Guarantee and Collateral Agreement shall be discharged and cease to be of further effect when all Outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes that have been replaced or repaid) have been delivered to the Trustee for cancellation, the Master Issuer has paid all sums payable hereunder and under each other Related Document, all commitments to extend credit under all Variable Funding Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated and all payments by the Master Issuer thereunder have been paid or otherwise provided for; except that (i) the Master Issuer’s obligations under Section 10.05 (Compensation and Indemnity) and the Guarantors’ guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.02 (Application of Trust Money) and Section 12.03 (Repayment to the Master Issuer) and (iii) the Noteholders’ and the Trustee’s obligations under Section 14.03 (Officer’s Certificate as to Conditions Precedent) shall survive. The Trustee, on demand of the Securitization Entities, will execute proper instruments acknowledging confirmation of, and discharge under, the Indenture and the Guarantee and Collateral Agreement.

(b)

Indenture Defeasance. The Master Issuer may terminate all of its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreement in respect thereof and release all Collateral if:

(i) the Master Issuer irrevocably deposits in trust with the Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Master Issuer, U.S. Dollars and/or Government Securities in an amount sufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums (including make-whole prepayment premiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay other sums payable by them hereunder, under the Servicing Agreement and under each other Related Document and each Series Hedge Agreement; provided that any Government Securities must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be, and the Trustee must have been irrevocably instructed to apply such funds to the payment of principal, premiums, make-whole prepayment premiums and interest with respect to the Notes and such other sums;

(ii) all commitments under all Variable Funding Note Purchase Agreements and all Series Hedge Agreements are terminated on or before the date of deposit;

(iii) the Master Issuer delivers notice of prepayment, redemption or maturity of the Notes in full to the Noteholders of Outstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, each Rating Agency and the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the

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proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such notice;

(iv) the Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency, on or before the date of the deposit; and

(v) the Master Issuer delivers to the Trustee and the Servicer an Opinion of Counsel to the effect that all conditions precedent to such termination have been satisfied.

Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreement shall cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.05 (Compensation and Indemnity), and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.02 (Application of Trust Money) and Section 12.03 (Repayment to the Master Issuer), (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13 (No Bankruptcy Petition Against the Securitization Entities), (iv) this Section 12.01(b) (Termination of the Master Issuer’s and Guarantors’ Obligations–Indenture Defeasance) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.08 (Transfer and Exchange) and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) (Replacement Notes) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreement.

(c)

Series Defeasance. Except as may be provided to the contrary in any Series Supplement, the Master Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series or in connection with the Series Legal Final Maturity Date of such Series of Notes, may terminate all of its Obligations under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”), provided:

(i) the Master Issuer irrevocably deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Master Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in the applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without duplication:

(A)

all principal, premiums, if any, make-whole prepayment premiums, if any, Series Hedge Payment Amounts, commitment fees, administration expenses, Class A-1 Notes Other Amounts for the Defeased Series, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other amounts that will be due and payable by the Master Issuer solely with respect to the Defeased Series to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay other sums payable by them under this Base Indenture, each other Related Document and each Series Hedge Agreement with respect to such Defeased Series;

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(B)

all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Manager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and

(C)

all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of the Manager; provided, any Government Securities must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be, and the Trustee must have been irrevocably instructed to apply such funds to the payment of principal, premiums, make-whole prepayment premiums and interest with respect to the Notes of such Series and such other sums;

(ii) all commitments under all Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to such Defeased Series are terminated on or before the Series Defeasance Date;

(iii) the Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes to the Noteholders of the Defeased Series, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit;

(iv) after giving effect to the deposit, if any other Series of Notes is Outstanding, the Master Issuer delivers to the Trustee an Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Class A-1 Notes Amortization Event, Default or Event of Default has occurred and will be continuing;

(v) the Master Issuer delivers to the Trustee an Officer’s Certificate stating that the defeasance was not made by the Master Issuer with the intent of preferring the Holders of the Defeased Series over other creditors of the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors;

(vi) the Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit;

(vii) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any Indenture Documents; and

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(viii) the Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent to such termination have been satisfied other than those conditions precedent which individually or in the aggregate do not adversely affect any Secured Party.

Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreement shall cease to be of further effect with respect to such Defeased Series, the Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.02 (Application of Trust Money) and Section 12.03 (Repayment to the Master Issuer), (2) the Holders’ and the Trustee’s obligations under Section 14.13 (No Bankruptcy Petition Against the Securitization Entities) and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.08 (Transfer and Exchange) and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) (Replacement Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreement of such Series Obligations.

(d)

After the conditions set forth in Section 12.01(a) (Termination of the Master Issuer’s and Guarantors’ Obligations–Satisfaction and Discharge) have been met, or after the irrevocable deposit is made pursuant to Section 12.01(b) (Termination of the Master Issuer’s and Guarantors’ Obligations–Indenture Defeasance) and satisfaction of the other conditions set forth therein have been met, the Trustee upon request of the Securitization Entities shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Securitized Assets and documents then in the custody or possession of the Trustee promptly to the applicable Securitization Entities.

Section 12.02 Application of Trust Money. The Trustee or a trustee satisfactory to the Servicer, the Trustee and the Master Issuer shall hold in trust money or Government Securities deposited with it pursuant to Section 12.01 (Termination of the Master Issuer’s and Guarantors’ Obligations). The Trustee shall apply the deposited money and the money from Government Securities through the Paying Agent in accordance with this Base Indenture and the other Related Documents to the payment of principal, premium, if any, and interest on the Notes and the other sums referred to above. The provisions of this Section 12.02 (Application of Trust Money) shall survive the expiration or earlier termination of the Indenture.

Section 12.03 Repayment to the Master Issuer. (a) The Trustee and the Paying Agent shall promptly pay to the Master Issuer upon written request any excess money or, pursuant to Section 2.10 (Replacement Notes) and Section 2.14 (Cancellation), return any cancelled Notes held by them at any time.

(b)

Subject to Section 2.06(c) (Paying Agent to Hold Money in Trust), the Trustee and the Paying Agent shall pay to the Master Issuer upon written request any money held by them for the payment of principal, premium or interest that remains unclaimed for two (2) years after the date upon which such payment shall have become due.

(c)

The provisions of this Section 12.03 (Repayment to the Master Issuer) shall survive the expiration or earlier termination of the Indenture.

Section 12.04 Reinstatement. If the Trustee is unable to apply any funds received under this Article XII (Discharge of Indenture) by reason of any proceeding, order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Master Issuer’s obligations under the Indenture or the other Indenture Documents and in respect of the Notes and the Guarantors’ obligations under the Guarantee and Collateral Agreement shall be revived and reinstated

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as though no deposit had occurred, until such time as the Trustee is permitted to apply all such funds or property in accordance with this Article XII (Discharge of Indenture). If the Master Issuer or Guarantors make any payment of principal, premium or interest on any Notes or any other sums under the Indenture Documents while such obligations have been reinstated, the Master Issuer and the Guarantors shall be subrogated to the rights of the Holders or other Secured Parties who received such funds or property from the Trustee to receive such payment in respect of the Notes. The provisions of this Section 12.04 (Reinstatement) shall survive the expiration or earlier termination of the Indenture.

ARTICLE XIII

AMENDMENTS

Section 13.01 Without Consent of the Control Party, the Controlling Class Representative or the Noteholders. (a) Without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, the Master Issuer and the Trustee, at any time and from time to time, may enter into one or more Supplements or waivers to either this Base Indenture or any Series Supplement, in form satisfactory to the Trustee, for any of the following purposes:

(i) to create a new Series of Notes (except that the consent of the Control Party is necessary to the extent required by Section 2.02 (Notes Issuable in Series));

(ii) to add to the covenants of the Securitization Entities for the benefit of any Noteholders or any other Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon the Securitization Entities; provided, however, that the Master Issuer will not pursuant to this Section 13.01(a)(ii) (Without Consent of the Control Party, the Controlling Class Representative or the Noteholders) surrender any right or power it has under the Related Documents;

(iii) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Master Issuer, the Servicer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee;

(iv) to correct any manifest error or defect or to cure any ambiguity, defect or inconsistency or to correct or supplement any provisions herein or in any Series Supplement which may be inconsistent with any other provision herein or therein or with any related offering memorandum in the case of a Series Supplement and each related offering memorandum in the case of this Base Indenture;

(v) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);

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(vi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Trustee;

(vii) to comply with Requirements of Law (as evidenced by an Opinion of Counsel);

(viii) to facilitate the transfer of Notes in accordance with applicable Requirements of Law (as evidenced by an Opinion of Counsel);

(ix) to take any action necessary or helpful to avoid the imposition, under and in accordance with applicable law, of any Tax, including withholding Tax;

(x) to take any action necessary and appropriate to facilitate the origination of Collateral Business Documents or the management and preservation of the Collateral Business Documents, in each case, in accordance with the Managing Standard;

(xi) to allow any additional assets (and related cash flows thereon) similar to the Securitized Assets (including any assets used in connection with the future operation of Branded Restaurants or franchises internationally (including international Intellectual Property), Franchise Agreements, Area Development Agreements, Area Director Arrangements and Vendor Arrangements to be contributed to, or acquired by, the Securitization Entities;

(xii) to allow any real property, lease, franchise agreement, development agreement, area director arrangement, vendor arrangement, equipment or other assets related to the operation of international Branded Restaurants to be contributed to, or acquired by, the Securitization Entities;

(xiii) at the direction of the Master Issuer, correct or supplement any provision in this Base Indenture or any Series Supplement that may be inconsistent with any other provision or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture, in any Supplement, in the Guarantee and Collateral Agreement or any other Indenture Document;

(xiv) to allow any Future Brand to be contributed to, or acquired by, the Securitization Entities in a manner that does not violate the Managing Standard; provided that any amendment, modification or supplement that alters the manner in which Net Cash Flow or DSCR is calculated (including by any amendment, modification or supplement of any defined terms contained therein) may not be effected unless the Rating Agency Condition is satisfied with respect thereto;

(xv) if any additional changes to this Base Indenture or any Series Supplement are required or desirable to in order to facilitate any Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account being held in the name of a Securitization Entity that is not the Master Issuer, then to make such changes to this Base Indenture and/or any Series Supplement to facilitate the holding of such Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account in the name of a Securitization Entity that is not the Master Issuer, in each case so long as the Trustee maintains a perfected security interest in such account;

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(xvi) to make such other provisions in regard to matters or questions arising under this Base Indenture, any Series Supplement and/or any Supplement as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Holder or any other Secured Party; provided that an Opinion of Counsel and an Officer’s Certificate shall be delivered to the Trustee, each Rating Agency and the Servicer to such effect; or

(xvii) to amend this Base Indenture or any Series Supplement in order to accommodate a replacement Management Agreement, Back-Up Management Agreement or Servicing Agreement if at any time (x) such agreement is terminated or (y) the Manager, the Back-Up Manager or the Servicer is either unwilling or unable to perform its obligations under the Management Agreement, the Back-Up Management Agreement or the Servicing Agreement, as applicable; provided that Rating Agency Confirmation shall be required for each Series of Notes that will remain Outstanding after the effective date of such Supplement; provided, however, that in the case of any Supplement pursuant to any of clauses (iii), (iv), (ix), (x), (xi), (xii), (xiii), (xiv) or (xv) above, the Trustee and the Servicer shall have received an Officer’s Certificate certifying that such action could not reasonably be expected to adversely affect in any material respect the interests of any Holder, the Servicer, the Trustee or any other Secured Party.

(b)

Upon the request of the Master Issuer and receipt by the Servicer and the Trustee of the documents described in Section 2.02 (Notes Issuable in Series) and delivery by the Servicer of its consent thereto to the extent required by Section 2.02 (Notes Issuable in Series), the Trustee shall join with the Master Issuer in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Section 13.02 With Consent of the Controlling Class Representative or the Noteholders. (a) Except as provided in Section 13.01 (Without Consent of the Control Party, the Controlling Class Representative or the Noteholders), the provisions of this Base Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may, from time to time, be amended, modified or waived, if such amendment, modification or waiver is in writing in a Supplement and consented to in writing by the Control Party (at the direction of the Controlling Class Representative). Notwithstanding the foregoing:

(i) any amendment, waiver or other modification that would reduce the percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of Notes, the consent of the Noteholders of which is required for any Supplement under this Section 13.02 (With Consent of the Controlling Class Representative or the Noteholders) or the consent of the Noteholders of which is required for any waiver of compliance with the provisions of the Indenture or defaults hereunder and their consequences provided for herein or for any other action hereunder shall require the consent of each affected Noteholder;

(ii) any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to or on a parity with the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents with respect to any material part of the Collateral or except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents on any material portion of the Collateral at

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any time subject thereto or deprive any Secured Party of any material portion of the security provided by the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents shall require the consent of each affected Noteholder and each other affected Secured Party.

(iii) any amendment, waiver or other modification that would (A) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note and any other Obligations (or reduce the principal amount of, premium, if any, or rate of interest on any Note and any other Obligations); (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder; (C) change the provisions of the Priority of Payments or Section 5.14 (Quarterly Payment Date Applications) (for the avoidance of doubt, amendments that affect amounts payable under the Priority of Payments do not change the provisions of the Priority of Payments for purposes of this clause (C)); (D) change any place of payment where, or the coin or currency in which, any Notes and the other Obligations or the interest thereon is payable; (E) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V (Allocation and Application of Collections), to the payment of any such amount due on the Notes and the other Obligations on or after the respective due dates thereof, (F) subject to the ability of the Control Party (acting at the direction of the Controlling Class Representative) to waive certain events as set forth in Section 9.07 (Waiver of Past Events), amend or otherwise modify any of the specific language of the following definitions: “Default,” “Event of Default,” “Outstanding,” “Potential Rapid Amortization Event” or “Rapid Amortization Event” (as defined herein or in any Series Supplement for such Series); or (G) amend, waive or otherwise modify this Section 13.02 (With Consent of the Controlling Class Representative or the Noteholders), shall require the consent of each Holder and/or Secured Party whose consent is required to amend any such provision; and

(iv) any amendment, waiver or other modification that would change the time periods with respect to any requirement to deliver to any specific Noteholders notice with respect to any repayment, prepayment, redemption or election of any Extension Period shall require the consent of each affected Noteholder.

(b)

Notwithstanding anything to the contrary herein, in addition to any amendment, modification or waiver effected in accordance with the provisions of Section 13.01 (Without Consent of the Control Party, the Controlling Class Representative or the Noteholders) or Section 13.02(a) (With Consent of the Controlling Class Representative or the Noteholders), (i) the provisions of any Series Supplement under which Class A-1 Notes have been issued may be amended, modified or waived in writing by the Master Issuer and the Trustee with the consent of the Noteholders required therefor pursuant to the related Variable Funding Note Purchase Agreement(s) (but without the consent of any other Person), if such amendment, modification or waiver is with respect to any of the terms hereof relating to the amounts of interest, fees or other related amounts allocable to any Series of Class A-1 Notes (regardless of whether such amendment, modification or waiver would have the effect of modifying amounts available for allocation to any Series of Notes (it being understood that the respective order of priorities set forth in the Priority of Payments will remain unaffected as a result of any such amendment, modification or waiver)); provided, however, no such amendment may (1) adversely affect (x) the Trustee without the Trustee’s prior consent or (y) the Servicer without the Servicer’s prior consent or (2) increase the aggregate principal amount of Notes without satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and (ii) if at any time any change in GAAP (including

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a conversion of Jersey Mike’s Franchise Systems, Inc.’s financial reporting to IFRS) would affect the computation of any covenant, incurrence test or other restriction affecting any Securitization Entity or Non-Securitization Entity that is set forth in this Base Indenture or any Series Supplement (including the calculation of Adjusted EBITDA), this Base Indenture or such Series Supplement may be amended with the consent of the Control Party to amend the provisions of this Base Indenture or such Series Supplement, as the case may be, related to such covenant, incurrence test or other restriction to preserve the original intent thereof in light of such change in GAAP.

(c)

No failure or delay on the part of any Noteholder, the Trustee or any other Secured Party in exercising any power or right under this Base Indenture or any Series Supplement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

(d)

The express requirement, in any provision hereof, that the Rating Agency Condition be satisfied as a condition to the taking of a specified action, shall not be amended, modified or waived by the parties hereto without satisfying the Rating Agency Condition for the applicable Rating Agencies that are rating the Outstanding Notes.

(e)

The Securitization Entities and the Trustee agree not to amend this Base Indenture or any Series Supplement without the Servicer’s consent if such amendment would materially increase the Servicer’s obligations or liabilities or materially decrease the Servicer’s rights or remedies under the Servicing Agreement, this Base Indenture or any other Related Document.

Section 13.03 Supplements. Each amendment or other modification to this Base Indenture, any Series Supplement or the Notes shall be set forth in a Supplement, a copy of which shall be delivered to each Rating Agency, the Servicer, the Controlling Class Representative, the Manager, the Back-Up Manager and the Master Issuer. The Master Issuer shall provide written notice to each Rating Agency of any amendment or modification to this Base Indenture, any Series Supplement or the Notes no less than ten (10) days prior to the effectiveness of the related Supplement; provided that such Supplement need not be in final form at the time such notice is given. The initial effectiveness of each Supplement shall be subject to the delivery to the Servicer and the Trustee of an Opinion of Counsel that such Supplement is authorized or permitted by this Base Indenture and the conditions precedent set forth herein with respect thereto have been satisfied. Any Series Supplement (or if a Supplement to this Base Indenture) may be amended in accordance with the manner described above and any such amendment may be subject to additional requirements as set forth in such Series Supplement.

Section 13.04 Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Holder. The Master Issuer may fix a record date for determining which Holders must consent to such amendment or waiver.

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Section 13.05 Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. The Master Issuer, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 13.06 The Trustee to Sign Amendments, etc. The Trustee shall sign any Supplement authorized pursuant to this Article XIII (Amendments) if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If such Supplement adversely affects the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign it. In signing such Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 10.01 (Duties of the Trustee), shall be fully protected in relying upon, an Officer’s Certificate of the Master Issuer and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by this Base Indenture and that all conditions precedent have been satisfied, and that it will be valid and binding upon the Master Issuer and the Guarantors in accordance with its terms; provided, however, that such opinion may indicate that any conditions precedent, which, individually or in the aggregate, do not adversely affect any Noteholder, have been satisfied.

Section 13.07 Amendments and Fees. The Master Issuer, the Control Party and the Controlling Class Representative shall negotiate any amendments, waivers or modifications to the Indenture or the other Related Documents that require the consent of the Control Party or the Controlling Class Representative in good faith, and any consent required to be given by the Control Party or the Controlling Class Representative shall not be unreasonably denied or delayed. The Control Party and the Controlling Class Representative shall be entitled to be reimbursed by the Master Issuer only for the reasonable counsel fees incurred by the Control Party or the Controlling Class Representative in reviewing and approving any amendment or in providing any consents, and except as provided in the Servicing Agreement, neither the Control Party nor the Controlling Class Representative shall be entitled to any additional compensation in connection with any amendments or consents to this Base Indenture or to any Related Document.

Section 13.08 Amendments to Certain Related Documents. Each Related Document (other than this Base Indenture, any Series Supplement and any Supplement) may be amended or modified without consent in accordance with the terms of such document; provided that the Master Issuer shall not be permitted to consent to any such amendment or modification unless either (x) the Control Party has consented to such amendment or modification or (y) such amendment or modification is consistent with the following paragraphs of this Section 13.08 (Amendments to Certain Related Documents).

(a)

Related Documents other than this Base Indenture and any Series Supplement.

(i) Without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, the Master Issuer may enter into one or more amendments or waivers to each Related Document (other than this Base Indenture and any Series Supplement), in form satisfactory to the Trustee, for any of the following purposes:

(A)

to correct any manifest error or defect or to cure any ambiguity, defect or inconsistency or to correct or supplement any provisions in the Related Documents (other than this Base Indenture and any Series Supplement) which may be inconsistent with any provision therein or any other Indenture Document or the related offering memorandum;

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(B)

to evidence and provide for the acceptance of appointment hereunder and thereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Trustee;

(C)

to comply with Requirements of Law (as evidenced by an Opinion of Counsel);

(D)

to take any action necessary or helpful to avoid the imposition, under and in accordance with applicable law, of any Tax, including withholding Tax;

(E)

to take any action necessary and appropriate to facilitate the origination of Collateral Business Documents or the management and preservation of the Collateral Business Documents, in each case, in accordance with the Managing Standard;

(F)

to allow any additional assets (and related cash flows thereon) similar to the Securitized Assets (including any assets used in connection with the future operation of Branded Restaurants or franchises internationally (including international Intellectual Property), Franchise Agreements, Area Development Agreements and Vendor Arrangements to be contributed to, or acquired by, the Securitization Entities;

(G)

to allow any real property, lease, franchise agreement, development agreement, area director arrangement, vendor arrangement equipment or other assets related to the operation of international Branded Restaurants to be contributed to, or acquired by, the Securitization Entities;

(H)

at the direction of the Master Issuer, correct or supplement any provision in the Related Documents (other than this Base Indenture and any Series Supplement) that may be inconsistent with any other provision or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture, in any Series Supplement, in any Supplement, in the Guarantee and Collateral Agreement or any other Indenture Document;

(I)

allow any Future Brand to be contributed to, or acquired by, the Securitization Entities in a manner that does not violate the Managing Standard; provided that any amendment, modification or supplement that alters the manner in which Net Cash Flow or DSCR is calculated (including by any amendment, modification or supplement of any defined terms contained therein) may not be effected unless the Rating Agency Condition is satisfied with respect thereto;

(J)

if any additional changes to the Related Documents (other than this Base Indenture and any Series Supplement) are required or desirable to in order to facilitate any Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account being held in the name of a Securitization Entity that is not the Master Issuer, then to make such changes to the Related Documents (other than this Base Indenture and any Series Supplement) to facilitate the holding of such Senior Notes Interest Reserve Account and/or

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Senior Subordinated Notes Interest Reserve Account in the name of a Securitization Entity that is not the Master Issuer, in each case so long as the Trustee maintains a perfected security interest in such account;

(K)

to make such other provisions in regard to matters or questions arising under the Related Documents (other than this Base Indenture and any Series Supplement) as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Holder or any other Secured Party; provided that an Opinion of Counsel and an Officer’s Certificate shall be delivered to the Trustee, each Rating Agency and the Servicer to such effect;

(L)

to add to the covenants of any (I) Securitization Entity for the benefit of the Secured Parties or (II) Non-Securitization Entity for the benefit of any Securitization Entity; or

(M)

to amend any Related Document in order to accommodate a replacement Management Agreement, Back-Up Management Agreement or Servicing Agreement if at any time (x) such agreement is terminated or (y) the Manager, the Back-Up Manager or the Servicer is either unwilling or unable to perform its obligations under the Management Agreement, the Back-Up Management Agreement or the Servicing Agreement, as applicable; provided that Rating Agency Confirmation shall be required for each Series of Notes that will remain Outstanding after the effective date of such Supplement.

(ii) In addition to Section 13.08(a)(i) (Amendments to Certain Related Documents–Related Documents other than this Base Indenture and any Series Supplement), the Master Issuer may otherwise consent to an amendment, modification or waiver of the provisions of any Related Document, from time to time, if such amendment, modification or waiver is in writing and consented to in writing by the Control Party (at the direction of the Controlling Class Representative). Notwithstanding the foregoing, any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to or on a parity with the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents with respect to any material part of the Collateral or except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents on any material portion of the Collateral at any time subject thereto or deprive any Secured Party of any material portion of the security provided by the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents shall require the consent of each affected Noteholder and each other affected Secured Party.

(iii) Notwithstanding anything to the contrary herein, in addition to any amendment, modification or waiver effected in accordance with the provisions of this Section 13.08 (Amendments to Certain Related Documents), (i) the provisions of any Variable Funding Note Purchase Agreement may be amended, modified or waived in writing by the Master Issuer and the Trustee with the consent of the Noteholders required therefor pursuant to the related Variable Funding Note Purchase Agreement(s) (but without the consent of any other Person), if such amendment, modification or waiver is with respect to any of the terms hereof relating to the amounts of interest, fees or other related amounts allocable to any Series of Class A-1 Notes (regardless of whether such amendment,

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modification or waiver would have the effect of modifying amounts available for allocation to any Series of Notes (it being understood that the respective order of priorities set forth in the Priority of Payments will remain unaffected as a result of any such amendment, modification or waiver)); provided, however, no such amendment may (1) adversely affect (x) the Trustee without the Trustee’s prior consent or (y) the Servicer without the Servicer’s prior consent or (2) increase the aggregate principal amount of Notes without satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and (ii) if at any time any change in GAAP (including a conversion of Jersey Mike’s Franchise Systems, Inc.’s financial reporting to IFRS) would affect the computation of any covenant, incurrence test or other restriction affecting any Securitization Entity or Non-Securitization Entity that is set forth in any Related Document (other than this Base Indenture and any Series Supplement) (including the calculation of Adjusted EBITDA), such Related Document may be amended with the consent of the Control Party to amend the provisions of such Related Document, as the case may be, related to such covenant, incurrence test or other restriction to preserve the original intent thereof in light of such change in GAAP.

(b)

Management Agreement. Subject to the conditions precedent for certain amendments and modifications under this Section 13.08 (Amendments to Certain Related Documents), the Master Issuer may enter into an amendment of the Management Agreement from time to time, in writing, with the written consent of the Trustee (acting at the direction of the Control Party, which direction shall not be unreasonably withheld or delayed), the Securitization Entities and the Manager; provided, that no consent of the Trustee or the Control Party shall be required (and the Trustee shall execute an amendment at the direction of the Master Issuer) in connection with any amendment to accomplish any of the following:

(A)

to correct or amplify the description of any required activities of the Manager;

(B)

to add to the duties or covenants of the Manager for the benefit of any Noteholders or any other Secured Parties, or to add provisions to the Management Agreement so long as such action does not modify the Managing Standard, materially adversely affect the enforceability of the Securitization IP or materially adversely affect the interests of the Noteholders;

(C)

to evidence the succession of another Person to any party to the Management Agreement;

(D)

to take any action necessary and appropriate to facilitate the origination of new Managed Documents, the acquisition, disposition and management of Securitized Assets in a manner consistent with this Base Indenture, or the management and preservation of the Managed Documents, in each case, in accordance with the Managing Standard; or

(E)

to provide for additional Services related to any Branded Restaurants; provided that, promptly after the execution of any such amendment, the Manager shall send to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency a conformed copy of such amendment, but the failure to do so shall not impair or affect its validity.

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(c)

Back-Up Management Agreement. Subject to any conditions precedent for certain amendment or modification under this Section 13.08 (Amendments to Certain Related Documents), the Master Issuer may enter into an amendment or modification of the Back-Up Management Agreement from time to time, in writing, with the consent of the parties thereto. The Back-Up Management Agreement may be amended or modified with the consent of the parties thereto and such parties may waive any right under the Back-Up Management Agreement, which waiver shall be effective only in the specific instance and for the specific purpose for which it is given unless otherwise specified in such waiver. The following shall not operate as a waiver of any right under the Back-Up Management Agreement or applicable law: (i) any election not to exercise, (ii) any failure to exercise or delay in exercising any right, or (iii) any course of dealing or performance. The single or partial exercise of any right under the Back-Up Management Agreement shall not preclude any further exercise of such right thereof or the exercise of any other right under the Back-Up Management Agreement or applicable law.

(d)

Servicing Agreement.

(i) Subject to any conditions precedent for certain amendment or modification under this Section 13.08 (Amendments to Certain Related Documents) and upon satisfaction of the Rating Agency Condition with respect to an amendment or modification, the Master Issuer may enter into an amendment or modification of the Servicing Agreement from time to time, in writing, with the consent of the parties thereto; provided that the satisfaction of the Rating Agency Condition shall not be required in connection with an amendment to (a) cure any ambiguity or correct or supplement any provisions in the Servicing Agreement that are defective or inconsistent with any other provisions in the Servicing Agreement, any other Related Document or each final offering memoranda or private placement memoranda prepared in connection with the then-current Outstanding Notes or (b) reduce the Servicing Fee.

(ii) The Master Issuer may not consent to any amendment to the Servicing Agreement that (a) adversely affects, in any material respect, the interest of the holders of any Class of Notes in any manner, without the consent of the majority of Noteholders of such Class (or, with respect to the Controlling Class, the Controlling Class Representative) or (b) has an effect comparable to any of those set forth in Section 13.02(a) (With Consent of the Controlling Class Representative or the Noteholders) that requires the consent of each Noteholder or each affected Noteholder, without the consent of each Noteholder or each affected Noteholder, as applicable; provided that any amendment to reduce the Servicing Fee may be agreed by the Servicer without the consent of the Master Issuer, the Noteholders or any other party.

(iii) The parties thereto may waive any right under the Servicing Agreement, which waiver will be effective only in the specific instance and for the specific purpose for which it is given unless otherwise specified in such waiver. The following will not operate as a waiver of any right under the Servicing Agreement or applicable law: (a) any election not to exercise, (b) any failure to exercise or delay in exercising any right, or (c) any course of dealing or performance. The single or partial exercise of any right under the Servicing Agreement will not preclude any further exercise of such right thereof or the exercise of any other right under the Servicing Agreement or applicable law.

(iv) The Securitization Entities and the Trustee agree not to amend the Related Documents (other than this Base Indenture and any Series Supplement) without the Servicer’s consent if such amendment would materially increase the Servicer’s obligations

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or liabilities or materially decrease the Servicer’s rights or remedies under the Servicing Agreement, this Base Indenture or any other Related Document.

(e)

(f)

No failure or delay on the part of any Noteholder, the Trustee or any other Secured Party in exercising any power or right under any Related Document (other than this Base Indenture and any Series Supplement) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

(g)

To the extent that the Trustee and/or Control Party is party to a Related Document (other than this Base Indenture and any Series Supplement) to be amended or modified pursuant to this Section 13.08 (Amendments to Certain Related Documents), the Trustee and/or Control Party shall sign such amendment or modification, so long as such amendment or modification does not adversely affect the rights, duties, liabilities or immunities of the Trustee and/or Control Party. If such amendment or modification does adversely affect the rights, duties, liabilities or immunities of the Trustee and/or Control Party, the Trustee and/or Control Party may, but need not, sign it.

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ARTICLE XIV

MISCELLANEOUS

Section 14.01 Notices. (a) Any notice or communication by the Master Issuer, the Manager or the Trustee to any other party hereto shall be in writing and delivered in person, delivered by email (provided that such email may contain a link to a password-protected website containing such notice for which the recipient has granted access; provided, further, that any email notice to the Trustee other than an email containing a link to a password-protected website shall be in the form of an attachment of a .pdf or similar file) or mailed by first-class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to such other party’s address:

If to the Master Issuer:

Jersey Mike’s Funding, LLC

2251 Landmark Place, Building B

Manasquan, New Jersey 08736

Attention: General Counsel

If to the Manager:

Jersey Mike’s Franchise Systems, Inc.

2251 Landmark Place Manasquan, New Jersey 08736

Attention: General Counsel

If to the Master Issuer with a copy to (which shall not constitute notice):

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: David Thatch

Facsimile: [facsimile number]

Email: [email address]

If to the Manager with a copy to (which shall not constitute notice):

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: David Thatch

Facsimile: [facsimile number]

Email: [email address]

If to the Back-Up Manager:

FTI Consulting, Inc.

3 Times Square, 9th Floor

New York, New York 10036

Attention: Robert J. Darefsky

Facsimile: [facsimile number]

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If to the Servicer:

Midland Loan Services, a division of PNC Bank, National Association

10851 Mastin Street, Building 82, Suite 300

Overland Park, Kansas 66210

Attention: President

Facsimile: [facsimile number]

If to the Trustee:

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust – Jersey Mike’s Funding, LLC

Email: [email address] or contact Citibank, N.A.’s customer service desk at

(888) 855-9695

If to any Rating Agency: At the notice address set forth in the applicable Series Supplement.

If to an Enhancement Provider or an Hedge Counterparty: At the address provided in the applicable Enhancement Agreement or the applicable Series Hedge Agreement.

(b)

The Master Issuer or the Trustee by notice to each other party may designate additional or different addresses for subsequent notices or communications; provided, however, the Master Issuer may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

(c)

Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by facsimile shall be deemed given on the date of delivery of such notice, (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier, (v) when posted on a password-protected website shall be deemed delivered after notice of such posting has been provided to the recipient and (vi) delivered by email shall be deemed delivered on the date of delivery of such notice.

(d)

Notwithstanding any provisions of the Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to the Indenture, the Notes or any other Related Document.

(e)

If the Master Issuer delivers a notice or communication to Noteholders, it shall deliver a copy to the Back-Up Manager, the Servicer, the Controlling Class Representative and the Trustee at the same time.

(f)

Where the Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice. In any case where notice to a Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders,

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and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where the Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

(g)

Notwithstanding any other provision herein, for so long as Jersey Mike’s Franchise Systems, Inc. is the Manager, any notice, communication, certificate, report, statement or other information required to be delivered by the Manager to the Master Issuer, or by the Master Issuer to the Manager, shall be deemed to have been delivered to both the Master Issuer and the Manager if the Manager has prepared or is otherwise in possession of such notice, communication, certificate, report, statement or other information, and in no event shall the Manager or the Master Issuer be in breach of any delivery requirements hereunder for constructive delivery pursuant to this Section 14.01(g) (Notices).

(h)

The Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Base Indenture or any documents executed in connection herewith sent by unsecured email or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to the Trustee an incumbency certificate listing persons designated to provide such instructions or directions (including the email addresses of such persons), which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Trustee email (of .pdf or similar files) (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 14.02 Communication by Holders With Other Holders. Holders may communicate with other Holders with respect to their rights under the Indenture or the Notes.

Section 14.03 Officer’s Certificate as to Conditions Precedent. Upon any request or application by the Master Issuer to the Controlling Class Representative, the Servicer or the Trustee to take any action under the Indenture or any other Related Document, the Master Issuer to the extent requested by the Controlling Class Representative, the Servicer or the Trustee shall furnish to the Controlling Class Representative, the Servicer and the Trustee (a) an Officer’s Certificate of the Master Issuer in form and substance reasonably satisfactory to the Controlling Class Representative, the Servicer or the Trustee, as applicable (which shall include the statements set forth in Section 14.04 (Statements Required in Certificate)), stating that all conditions precedent and covenants, if any, provided for in the Indenture or such other Related Documents relating to the proposed action have been complied with and (b) an Opinion of Counsel confirming the same. Such Opinion of Counsel shall be at the expense of the Master Issuer.

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Section 14.04 Statements Required in Certificate. Each certificate with respect to compliance with a condition or covenant provided for in the Indenture or any other Related Document shall include:

(a)

a statement that the Person giving such certificate has read such covenant or condition;

(b)

a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;

(c)

a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to reach an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)

a statement as to whether or not such condition or covenant has been complied with.

Section 14.05 Rules by the Trustee. The Trustee may make reasonable rules for action by or at a meeting of Holders.

Section 14.06 Benefits of Indenture. Except as set forth in a Series Supplement, nothing in this Base Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders and the other Secured Parties, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 14.07 Payment on Business Day. In any case where any Quarterly Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Quarterly Payment Date, redemption date or maturity date; provided, however, that no interest shall accrue for the period from and after such Quarterly Payment Date, redemption date or maturity date, as the case may be.

Section 14.08 Governing Law. THIS BASE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

Section 14.09 Successors. All agreements of the Master Issuer in the Indenture, the Notes and each other Related Document to which it is a party shall bind its successors and assigns; provided, however, the Master Issuer must not assign its obligations or rights under the Indenture or any other Related Document, except with the written consent of the Servicer. All agreements of the Trustee in the Indenture shall bind its successors.

Section 14.10 Severability. In case any provision in the Indenture, the Notes or any other Related Document shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.11 Counterpart Originals. This Base Indenture may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.

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Section 14.12 Table of Contents, Headings, etc. The Table of Contents and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.13 No Bankruptcy Petition Against the Securitization Entities. Each of the Holders, the Trustee and the other Secured Parties hereby covenants and agrees that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 14.13 (No Bankruptcy Petition Against the Securitization Entities) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. In the event that any such Holder or other Secured Party or the Trustee takes action in violation of this Section 14.13 (No Bankruptcy Petition Against the Securitization Entities), each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Holder or Secured Party or the Trustee against such Securitization Entity or the commencement of such action and raising the defense that such Holder or other Secured Party or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 14.13 (No Bankruptcy Petition Against the Securitization Entities) shall survive the termination of the Indenture and the resignation or removal of the Trustee. Nothing contained herein shall preclude participation by any Holder or any other Secured Party or the Trustee in the assertion or defense of its claims in any such proceeding involving any Securitization Entity.

Section 14.14 Recording of Indenture. If the Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Master Issuer and at its expense.

Section 14.15 Waiver of Jury Trial. EACH OF THE MASTER ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BASE INDENTURE, THE NOTES, THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Section 14.16 Submission to Jurisdiction; Waivers. Each of the Master Issuer and the Trustee hereby irrevocably and unconditionally:

(a)

submits for itself and its property in any legal action or proceeding relating to the Indenture and the other Related Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York sitting in New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b)

consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

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(c)

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Master Issuer or the Trustee, as the case may be, at its address set forth in Section 14.01 (Notices) or at such other address of which the Trustee shall have been notified pursuant thereto;

(d)

agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)

waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 14.16 (Submission to Jurisdiction; Waivers) any special, exemplary, punitive or consequential damages.

Section 14.17 Permitted Asset Dispositions; Release of Collateral. Upon consummation of a Permitted Asset Disposition, all Liens with respect to the disposed property created in favor of the Trustee for the benefit of the Secured Parties under this Base Indenture and the other Related Documents shall be automatically released, and upon request of the Master Issuer, the Trustee, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Secured Parties’ security interest in the property disposed of in connection with such Permitted Asset Disposition.

Section 14.18 Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio.

(a)

Holdco Leverage Ratio. For purposes of making the computation of the Holdco Leverage Ratio (including, without limitation the calculation of Adjusted EBITDA used therein), investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations, in each case with respect to an operating unit of a business, and any restructurings or reorganizations, that any of the Non-Securitization Entities has either determined to make or made during the preceding four Quarterly Collection Periods or subsequent to such preceding four Quarterly Collection Periods and on or prior to or simultaneously with the date as of which such computation is made (each, for purposes of the calculations described in this Section 14.18 (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio), a “pro forma event”) shall, at the discretion of the Manager, be calculated on a pro forma basis assuming that all such investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, restructurings and reorganizations (and the change in Adjusted EBITDA resulting therefrom) had occurred on the first day of such preceding four Quarterly Collection Periods. If since the beginning of such period any Person that subsequently became a Non-Securitization Entity since the beginning of such preceding four Quarterly Collection Periods shall have made any investment, acquisition, disposition, merger, consolidation, discontinued operation, restructurings or reorganizations, in each case with respect to an operating unit of a business, that would have been subject to adjustment pursuant to this Section 14.18 (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio), then the Holdco Leverage Ratio shall, at the discretion of the Manager, be calculated giving pro forma effect thereto for such period as if such investment, acquisition, disposition, discontinued operation, merger, consolidation, restructuring or reorganization had occurred at the beginning of the applicable preceding four Quarterly Collection Periods.

(b)

Senior ABS Leverage Ratio. For purposes of making the computation of the Senior ABS Leverage Ratio (including, without limitation the calculation of Net Cash Flow used therein), any pro forma event shall, at the discretion of the Manager, be calculated on a pro forma basis

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assuming that all such investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, restructurings and reorganizations (and the change in Net Cash Flow resulting therefrom) had occurred on the first day of such preceding four Quarterly Collection Periods. If since the beginning of such period any Person that subsequently became a Securitization Entity since the beginning of such preceding four Quarterly Collection Periods shall have made any investment, acquisition, disposition, merger, consolidation, discontinued operation, restructurings or reorganizations in each case with respect to an operating unit of a business, that would have been subject to adjustment pursuant to this Section 14.18 (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio), then the Senior ABS Leverage Ratio shall, at the discretion of the Manager, be calculated giving pro forma effect for any related thereto for such period as if such investment, acquisition, disposition, discontinued operation, merger, consolidation, restructurings or reorganizations had occurred at the beginning of the applicable preceding four Quarterly Collection Periods.

(c)

Calculations to be Made in Good Faith. For purposes of the calculations described in this Section 14.18 (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio), whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Manager. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Manager as set forth in an Officer’s Certificate delivered to the Trustee (with respect to which the Trustee shall have no obligation of any nature whatsoever) to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event, and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” or “Net Cash Flow” as set forth in the definition thereof, to the extent such adjustments, without duplication, continue to be applicable to such preceding four Quarterly Collection Periods.

(d)

Changes in GAAP. If at any time any change in GAAP (including a conversion of Jersey Mike’s Franchise Systems, Inc.’s financial reporting to IFRS) would affect the computation of any covenant, incurrence test or other restriction affecting any Securitization Entity or Non-Securitization Entity that is set forth in this Base Indenture or any Related Document (including the calculation of Adjusted EBITDA), and the Manager shall so request, the Control Party and the Manager shall negotiate in good faith to amend the provisions of the Related Documents related to such covenant, incurrence test or other restriction to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, such covenant, incurrence test or other restriction shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein. If the Manager notifies the Control Party that Jersey Mike’s Franchise Systems, Inc. is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, Jersey Mike’s Franchise Systems, Inc. cannot elect to report under U.S. generally accepted accounting principles).

Section 14.19 Instructions and Directions on Behalf of the Master Issuer. Instructions, directions, notices or reports to be provided by the Master Issuer or any other Securitization Entity hereunder, may be provided by the Manager on behalf of the Master Issuer or such other Securitization Entity.

Signature Pages Follow

* * *

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IN WITNESS WHEREOF, the Master Issuer, the Trustee and the Securities Intermediary have caused this Base Indenture to be duly executed by its respective duly Authorized Officer as of the day and year first written above.


JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company, as Master Issuer



By:	/s/ Peter Cancro
Name:		Peter Cancro
Title:		Chief Executive Officer


CITIBANK, N.A., in its capacity as Trustee and as Securities Intermediary



By:	/s/ Jacqueline Suarez
Name:		Jacqueline Suarez
Title:		Senior Trust Officer

ANNEX A

BASE INDENTURE DEFINITIONS LIST

”1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“1940 Act” means the Investment Company Act of 1940, as amended.

“Account Agreement” means each agreement governing the establishment and maintenance of any Management Account or any other Base Indenture Account or Series Account to the extent that any such account is not held at the Trustee.

“Account Control Agreement” means each control agreement, in form and substance reasonably satisfactory to the Servicer and the Trustee, pursuant to which the Trustee is granted the right to control deposits and withdrawals from, or otherwise give instructions or entitlement orders in respect of, a deposit and/or securities account and any lock-box related thereto.

“Accounts” means, collectively, the Indenture Trust Accounts, the Management Accounts and any other account either held by the Trustee for the benefit of the Secured Parties or established from time to time by a Securitization Entity.

“Actual Knowledge” means the actual knowledge of (i) in the case of Jersey Mike’s Franchise Systems, Inc., in its individual capacity or in its capacity as Manager, the Chief Executive Officer, the President, the Chief Financial Officer or the General Counsel, (ii) in the case of any Securitization Entity, any manager or director (as applicable) or officer of such Securitization Entity who is also an officer of Jersey Mike’s Franchise Systems, Inc. described in clause (i) above, (iii) in the case of the Manager or any Securitization Entity, with respect to a relevant matter or event, an Authorized Officer of the Manager or such Securitization Entity, as applicable, directly responsible for managing the relevant asset or for administering the transactions relevant to such matter or event, (iv) with respect to the Trustee, an Authorized Officer of the Trustee responsible for administering the transactions relevant to the applicable matter or event or (v) with respect to any other Person, any member of senior management of such Person.

“Additional Management Account” has the meaning set forth in Section 5.02(a)(vi) (Management Accounts and Additional Accounts–Establishment of the Management Accounts–Additional Management Accounts) of this Base Indenture.

“Additional Notes” means any Series, Class, Subclass and Tranche of Notes and additional Notes of an existing Series, Class, Subclass or Tranche of Notes, in each case, issued by the Master Issuer after the Closing Date.

“Additional Securitization Entity” means any entity that becomes a direct or indirect wholly-owned Subsidiary of the Master Issuer or any other Securitization Entity after the Closing Date in accordance with and as permitted under the Related Documents and is designated by the Master Issuer as an “Additional Securitization Entity” pursuant to Section 8.34 (Additional Securitization Entity) of this Base Indenture.

ANNEX-A-1

“Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense, Net; (ii) provision for federal, state, local and foreign income taxes; (iii) depreciation and amortization expense; (iv) other non-operating expenses; (v) equity-based compensation; (vi) other extraordinary or nonrecurring items (e.g., excess compensation paid to employees, donations made by the Company and excess travel expenses); and (vii) impairment and other charges, net (i.e., restructuring costs, cost of closed restaurants and losses on disposition of property and equipment, accelerated depreciation and operating restaurant impairment); provided, however, that, with respect to the Securitization Entities, items that would have been accounted for as operating leases under GAAP as in effect on the Closing Date may be treated as operating leases for purposes of this definition irrespective of any change in GAAP subsequent to the Closing Date at the discretion of the Manager in accordance with the Managing Standard; provided, further, that, with respect to the Securitization Entities, the Manager, in accordance with the Managing Standard, may amend the definition of “Adjusted EBITDA” after the Closing Date with the consent of the Control Party.

“Advance” means a Collateral Protection Advance and/or a Debt Service Advance.

“Advance Interest Rate” means a rate equal to the Prime Rate plus 3.0% per annum, compounded monthly.

“Advance Period” has the meaning set forth in the Servicing Agreement.

“Advertising Funds” means, collectively, the advertising funds designated in the Securitized Franchise Agreement and any additional advertising funds created or designated by the Manager after the Closing Date.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person; provided, however, that no equity holder of Jersey Mike’s Franchise Systems, Inc. or any Affiliate of such equity holder shall be deemed to be an Affiliate of any Non-Securitization Entity. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other ownership or beneficial interests, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the meaning of “control.”

“Affiliated Entities” means entities owned and controlled by Peter Cancro, together with other persons including members of Mr. Cancro’s family, that own and operate Branded Restaurants under a Franchise Agreement.

“After-Acquired Securitization IP” means all Intellectual Property (other than Excluded IP) throughout the United States created, developed, authored or acquired by or on behalf of, or licensed to or on behalf of, the Franchisor or any additional Securitization Entities after the Closing Date pursuant to the IP License Agreements or otherwise, including, without limitation, all Licensee-Developed IP.

“Agent” means any Registrar or Paying Agent.

“Aggregate Outstanding Principal Amount” means the sum of the Outstanding Principal Amounts with respect to all Series of Notes.

ANNEX-A-2

“Allocated Note Amount” means, as of any date of determination, an amount equal to the greater of (x) zero and (y) with respect to any Contributed Asset in existence on the Closing Date, the pro rata portion of $500,000,000 allocated to such asset on the Closing Date based on such asset’s expected contribution to Retained Collections as estimated by the calculation of Transaction-adjusted Securitized Net Cash Flow (as such term is used in the Offering Memorandum dated December 12, 2019 for the Notes issued on the Closing Date) and (ii) any Securitized Asset arising or entered into after the Closing Date that is contributed by a Non-Securitization Entity, the Outstanding Principal Amount of the Notes allocated to such asset, on the date such asset was included in the Securitized Assets, based on such asset’s contribution to Retained Collections during the then-most recently ended four Quarterly Collection Periods (or in the case of the first four Quarterly Collection Periods, the estimated Retained Collections). With respect to any Securitized Asset that does not have a four Quarterly Collection Period operating period as of the date such asset was included in the Securitized Assets, such asset’s contribution to Retained Collections will equal, as applicable, either (a) in the case of any Franchise Document, the average of all payments or fees collected under the related agreements during the four Quarterly Collection Periods ending as of the date such agreement was included in the Securitized Assets, or (b) in the case of any Franchisee Note, the aggregate scheduled payments due thereunder during the twelvemonth period after such inclusion.

“alphanumerical order” means, with respect to distributions in respect of all Notes, an order of priority that is first by alphabetical designation (i.e., letter) and then by numerical order for the same letter (i.e., A-1, A-2, B-1, B-2 and not A-1, B-1, A-2, B-2) as set forth in herein, and pro rata among holders of Notes within each Class of the same alphanumerical designation, as set forth in the Series Supplement for such Series (unless specified otherwise in the Series Supplement for such Series or, with respect to any Series of Class A-1 Notes, in the applicable Variable Funding Note Purchase Agreement); provided, however, that except as otherwise set forth in a Series Supplement for a Tranche of Notes, a designation beyond a letter and an Arabic number (i.e., the addition of a roman numeral) will not affect the priority of distributions and distributions to such Notes will be pari passu and pro rata.

“Annual Election Date” means June 1st of every calendar year beginning on June 1, 2020, unless a Controlling Class Representative has been elected or re-elected on or after January 1st of that same calendar year, in which case the Annual Election Date will be deemed to not occur during such calendar year.

“Applicable Procedures” means the provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream, as in effect from time to time.

“Applicants” has the meaning set forth in Section 2.07(a) (Noteholder List) of this Base Indenture.

“Area Development Agreements” means area development agreements for Branded Restaurants pursuant to which a Franchisee, developer or other Person obtains the rights to develop (in order to operate as a Franchisee) one or more Branded Restaurants within a designated geographical area.

“Area Director” means any Person that is an area director under an Area Director Arrangement.

“Area Director Arrangement” means any agreement with an Area Director (including any related service agreement) or any other arrangement whereby an Area Director or any other Person agrees to own, develop and provide certain services for Franchised Restaurants within designated territories.

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“Area Director Optional Termination Payments” means all amounts payable pursuant to a Securitized Area Director Arrangement by the Franchisor (or the Manager on its behalf) if the Franchisor (or the Manager on its behalf) chooses not to renew such Securitized Area Director Arrangement.

“Area Director Payments” means, collectively, Ongoing Area Director Payments and Area Director Optional Termination Payments.

“Area Director Reserve Amount” means an amount equal to 2% of the Royalty Sales received during each Weekly Collection Period from Branded Restaurants subject to a Securitized Area Director Arrangement.

“Area Director Royalty Percentage Payment” means an amount payable to an Area Director under a Securitized Area Director Arrangement equal to a percentage of the Royalty Sales of Branded Restaurants opened pursuant to the terms of such Securitized Area Director Arrangement.

“Asset Disposition Collections” has the meaning set forth in Section 8.16 (Asset Dispositions) of this Base Indenture.

“Asset Disposition Proceeds” means, with respect to any disposition of property by a Securitization Entity, other than dispositions resulting in Asset Disposition Collections, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such disposition (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable property and that is required to be repaid in connection with such disposition (other than Indebtedness under the Notes) to the extent such principal amount is actually repaid, (B) the reasonable and customary out-of-pocket expenses incurred by the Securitization Entities in connection with such disposition and (C) income Taxes reasonably estimated to be actually payable within two (2) years of such disposition as a result of any gain recognized in connection therewith.

“Asset Disposition Proceeds Account” has the meaning set forth in Section 5.02(a)(iv) (Management Accounts and Additional Accounts–Establishment of the Management Accounts–Asset Disposition Proceeds Account) of this Base Indenture.

“Asset Disposition Reinvestment Period” has the meaning set forth in Section 5.12(a)(vii) (Deposits, Withdrawals and Collections–Deposits and Withdrawals to the Management Accounts– Deposits and Withdrawals from the Asset Disposition Proceeds Account) of this Base Indenture.

“Assumption Agreement” has the meaning set forth in Section 8.34(d) (Additional Securitization Entity) of this Base Indenture.

“Authorized Officer” means, with respect to (i) any Securitization Entity, any officer who is authorized to act for such Securitization Entity in matters relating to such Securitization Entity, including an Authorized Officer of the Manager authorized to act on behalf of such Securitization Entity; (ii) Jersey Mike’s Franchise Systems, Inc., in its individual capacity and in its capacity as the Manager, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel or any other officer of Jersey Mike’s Franchise Systems, Inc. who is directly responsible for managing the Securitized Franchised Restaurant Business or otherwise authorized to act for the Manager in matters relating to, and binding upon, the Manager with respect to the subject matter of the request, certificate or order in question; (iii) the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer; (iv) the Servicer, any officer of the Servicer who is duly authorized to act for the Servicer with respect to the relevant matter; or (v) the Control Party, any officer of the Control Party who is duly authorized to act for

ANNEX-A-4

the Control Party with respect to the relevant matter. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

“Back-Up Management Agreement” means the Back-Up Management and Consulting Agreement, dated as of the Closing Date, by and among the Master Issuer, the other Securitization Entities party thereto, the Manager, the Trustee and the Back-Up Manager, as amended, supplemented or otherwise modified from time to time.

“Back-Up Manager” means FTI Consulting, Inc., a Maryland corporation, in its capacity as Back-Up Manager pursuant to the Back-Up Management Agreement, and any successor Back-Up Manager.

“Back-Up Manager Fees” means amounts paid to the Back-Up Manager to (i) reimburse for reasonable out-of-pocket expenses and (ii) pay a fee as agreed upon under a separate fee letter among the Manager, the Securitization Entities and the Back-Up Manager, in each case incurred by the Back-Up Manager in performing services under the Back-Up Management Agreement.

“Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. Section 101 et seq.

“Base Indenture” means this Base Indenture, dated as of the Closing Date, by and among the Master Issuer and the Trustee, as amended, supplemented or otherwise modified from time to time, exclusive of any Series Supplement.

“Base Indenture Account” means any account or accounts authorized and established pursuant to this Base Indenture for the benefit of the Secured Parties, including, without limitation, each account established pursuant to Article V (Allocation and Application of Collections) of this Base Indenture.

“Base Indenture Definitions List” has the meaning set forth in Section 1.01(a) (Definitions) of this Base Indenture.

“Board of Directors” means the Board of Directors of any corporation or any unlimited company, or any authorized committee of such Board of Directors.

“Book-Entry Notes” means beneficial interests in the Notes of any Series, ownership and transfers of which will be evidenced or made through book entries by a Clearing Agency as described in Section 2.12 (Book-Entry Notes) of this Base Indenture; provided that, after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes will replace Book-Entry Notes.

“Branded Restaurants” means, as of any date of determination, all restaurants, whether or not such restaurants offer sit-down dining, operated under the Jersey Mike’s Brand.

“Business Day” means any day other than Saturday or Sunday or any other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, Manasquan, New Jersey, New York, New York, or the city in which the Corporate Trust Office of any successor Trustee is located if so required by such successor.

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“Capitalized Lease Obligations” means the obligations of a Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of the Indenture, the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP.

“Capped Class A-1 Notes Administrative Expenses Amount” means, for each Weekly Allocation Date with respect to any Quarterly Collection Period, an amount equal to the lesser of (a) the Class A-1 Notes Administrative Expenses that have become due and payable prior to such Weekly Allocation Date and have not been previously paid and (b) the amount by which (i) $100,000 exceeds (ii) the aggregate amount of Class A-1 Notes Administrative Expenses previously paid on each preceding Weekly Allocation Date that occurred (x) in the case of a Weekly Allocation Date occurring during the period beginning on the Closing Date and ending on the date on which 52 full and consecutive Weekly Collection Periods have occurred, since the Closing Date and (y) in the case of a Weekly Allocation Date occurring during any successive period of 52 consecutive Weekly Collection Periods after the period in clause (x), since the beginning of such period.

“Capped Securitization Operating Expense Amount” means, for any Weekly Allocation Date that occurs during each fiscal year of the Securitization Entities, the amount by which $500,000 exceeds the aggregate Securitization Operating Expenses already paid during such period; provided, however, that during any period that the Back-Up Manager is required to provide Warm Back-Up Management Duties or Hot Back-Up Management Duties pursuant to the Back-Up Management Agreement, such amount shall automatically be increased by an additional $500,000 solely in order to provide for the reimbursement of any increased fees and expenses incurred by the Back-Up Manager associated with the provision of such services and the Control Party, acting at the direction of the Controlling Class Representative, may further increase the Capped Securitization Operating Expense Amount as calculated above in order to take account of any increased fees associated with the provision of such services; provided, further that the Capped Securitization Operating Expense Amount shall not be applicable if and for so long as the Senior Notes have been accelerated after an Event of Default has occurred and is continuing; provided, further, that the payment of any such fees, expenses and indemnities payable to the Trustee and any such indemnities and expenses payable to the Servicer that were incurred during any period while the Senior Notes were accelerated shall not be subject to the Capped Securitization Operating Expense Amount, regardless of whether or not the Senior Notes are currently under acceleration at the time of such payment.

“Cash Collateral” has the meaning set forth in Section 5.14(d)(iii) (Quarterly Payment Date Applications–Senior Notes Principal Payment Account) of this Base Indenture.

“Cash Trapping Amount” means, for any Weekly Allocation Date during a Cash Trapping Period, an amount equal to the product of (i) the applicable Cash Trapping Percentage and (ii) the amount of funds available in the Collection Account on such Weekly Allocation Date after payment of priorities (i) through (xii) of the Priority of Payments (but with respect to the first Weekly Allocation Date on or after a Cash Trapping Release Date, net of the Cash Trapping Release Amount released on such Cash Trapping Release Date); provided that, for any Weekly Allocation Date following the occurrence and during the continuation of a Rapid Amortization Event, or an Event of Default, the Cash Trapping Amount will be zero.

“Cash Trapping DSCR Threshold” means a DSCR equal to 1.75x.

“Cash Trapping Event” means, as of any Quarterly Payment Date, that the DSCR calculated as of the immediately preceding Quarterly Calculation Date is less than the Cash Trapping DSCR Threshold.

ANNEX-A-6

“Cash Trapping Percentage” means, with respect to any Weekly Allocation Date during a Cash Trapping Period, a percentage equal to (i) 50%, if the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than 1.75x but equal to or greater than 1.50x and (ii) 100%, if the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than 1.50x.

“Cash Trapping Period” means any period that begins at the close of business on any Quarterly Payment Date on which the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than the Cash Trapping DSCR Threshold and will end on the first Quarterly Payment Date on which the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is equal to or exceeds the Cash Trapping DSCR Threshold.

“Cash Trapping Release Amount” means, (i) with respect to any Cash Trapping Release Date on which a Cash Trapping Period is no longer in effect, the full amount on deposit in the Cash Trap Reserve Account, and (ii) with respect to any other Cash Trapping Release Date, 50% of the aggregate amount deposited to the Cash Trap Reserve Account during the most recent period in which the applicable Cash Trapping Percentage was equal to 100%, after having been reduced ratably for any withdrawals made from the Cash Trap Reserve Account during such period for any other purpose.

“Cash Trapping Release Date” means any Quarterly Payment Date (i) on which a Cash Trapping Period is no longer continuing or (ii) on which the Cash Trapping Percentage is equal to 50% and on the prior Quarterly Payment Date, the applicable Cash Trapping Percentage was equal to 100%.

“Cash Trap Reserve Account” means the reserve account no. 12440200 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Cash Trap Reserve Account”, which account is maintained by the Trustee for the purpose of trapping cash upon the occurrence of a Cash Trapping Event, or any successor securities account established pursuant to this Base Indenture.

“Casualty Reinvestment Period” has the meaning set forth in Section 5.12(a)(viii) (Deposits, Withdrawals and Collections–Deposits and Withdrawals to the Management Accounts–Deposits and Withdrawals from the Insurance Proceeds Account) of this Base Indenture.

“Cause” means, with respect to an Independent Manager, (i) acts or omissions by such Independent Manager constituting fraud, dishonesty, negligence, misconduct or other deliberate action which causes injury to any Securitization Entity or an act by such Independent Manager involving moral turpitude or a serious crime, (ii) that such Independent Manager no longer meets the definition of “Independent Manager” as set forth in the applicable Securitization Entity’s Charter Documents or (iii) a material increase in fees charged by such Independent Manager; provided, that the Independent Manager may only be removed for Cause pursuant to this clause (iii) with the consent of the Control Party.

“CCR Acceptance Letter” has the meaning set forth in Section 11.01(e) (Controlling Class Representative) of this Base Indenture.

“CCR Ballot” has the meaning set forth in Section 11.01(c) (Controlling Class Representative) of this Base Indenture.

“CCR Candidate” means any nominee submitted to the Trustee on a CCR Nomination pursuant to Section 11.01(b) (Controlling Class Representative) of this Base Indenture.

“CCR Election” means an election of a Controlling Class Representative as set forth in Section 11.01(a) (Controlling Class Representative) and (b) (Controlling Class Representative) of this Base Indenture.

ANNEX-A-7

“CCR Election Notice” has the meaning set forth in Section 11.01(b) (Controlling Class Representative) of this Base Indenture.

“CCR Election Period” has the meaning set forth in Section 11.01(c) (Controlling Class Representative) of this Base Indenture.

“CCR Nomination” has the meaning set forth in Section 11.01(b) (Controlling Class Representative) of this Base Indenture.

“CCR Nomination Period” has the meaning set forth in Section 11.01(b) (Controlling Class Representative) of this Base Indenture.

“CCR Re-election Event” means any of the following events: (i) an additional Series of Notes of the Controlling Class is issued, (ii) the Controlling Class changes, (iii) the Trustee receives written notice of the resignation or removal of any acting Controlling Class Representative, (iv) the Trustee receives a written request for an election for a Controlling Class Representative from a Controlling Class Member and such election has been consented to by the Control Party in its sole discretion, which election will be at the expense of such Controlling Class Members (including Trustee expenses), (v) the Trustee receives written notice that an Event of Bankruptcy has occurred with respect to the acting Controlling Class Representative, (vi) there is no Controlling Class Representative and the Control Party requests an election be held or (vii) an Annual Election Date occurs; provided that with respect to a CCR Re-election Event that occurs as a result of clauses (iv), (vi) and (vii), no CCR Re-election Event will be deemed to have occurred if it would result in more than two (2) CCR Re-election Events occurring in a single calendar year.

“CCR Voting Record Date” has the meaning set forth in Section 11.01(c) (Controlling Class Representative) of this Base Indenture.

“Charter Documents” means, with respect to any entity and at any time, the certificate of incorporation, certificate of formation, operating agreement, by-laws, memorandum of association, articles of association, or such other similar document, as applicable to such entity in effect at such time.

“Class” means, with respect to any Series of Notes, any one of the classes of Notes of such Series as specified in the Series Supplement for such Series, which may include Subclasses or Tranches.

“Class A-1 Administrative Agent” means, with respect to any Series of Class A-1 Notes, the Person identified as the “Class A-1 Administrative Agent” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Commitment Fee Adjustment Amount” means, for any Series of Class A-1 Notes for any Interest Accrual Period, the aggregate amount, if any, for such Interest Accrual Period that is identified as the “Class A-1 Commitment Fee Adjustment Amount” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Interest Adjustment Amount” means, for any Series of Class A-1 Notes for any Interest Accrual Period, the aggregate amount, if any, for such Interest Accrual Period that is identified as a “Class A-1 Interest Adjustment Amount” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Notes” means any Notes alphanumerically designated as “Class A-1” pursuant to the Series Supplement applicable to such Class of Notes.

ANNEX-A-8

“Class A-1 Notes Accrued Quarterly Commitment Fee Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, and with respect to any Series of Class A-1 Notes Outstanding, the aggregate amount of commitment fees due and payable, with respect to such Weekly Allocation Date on such Series of Class A-1 Notes that is identified as “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Notes Administrative Expenses” means all amounts due and payable pursuant to any Variable Funding Note Purchase Agreement that are identified as “Class A-1 Notes Administrative Expenses” in each Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Notes Amortization Event” means any event designated as a “Class A-1 Notes Amortization Event” in any Series Supplement or Variable Funding Note Purchase Agreement.

“Class A-1 Notes Commitment Fees Account” has the meaning set forth in Section 5.08(a)(iv) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Class A-1 Notes Maximum Principal Amount” means, with respect to all Series of Class A-1 Notes Outstanding, the aggregate maximum principal amount of such Series of Class A-1 Notes as identified in the Series Supplement for such Series or Variable Funding Note Purchase Agreement as reduced by any permanent reductions of commitments with respect to such Series of Class A-1 Notes and any cancellations of repurchased Class A-1 Notes thereunder.

“Class A-1 Notes Other Amounts” means all amounts due and payable pursuant to any Variable Funding Note Purchase Agreement that are identified as “Class A-1 Notes Other Amounts” in such Variable Funding Note Purchase Agreement.

“Class A-1 Notes Renewal Date” means, with respect to any Series of Class A-1 Notes, the date identified as the “Class A-1 Notes Renewal Date” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Notes Voting Amount” has the meaning set forth in Section 2.01(b)(i) (Designation and Terms of Notes–Class A-1 Notes) of this Base Indenture or Variable Funding Note Purchase Agreement.

“Class A-1 Quarterly Commitment Fee Amounts” means, for any Interest Accrual Period, with respect to each Series of Class A-1 Notes Outstanding, the aggregate amount of commitment fees due and payable, with respect to such Interest Accrual Period, on such Series of Class A-1 Notes that is identified as “Class A-1 Quarterly Commitment Fee Amounts” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Class A-1 Quarterly Commitment Fees Shortfall Amount” has the meaning set forth in Section 5.14(b)(iii) (Quarterly Payment Date Applications–Class A-1 Notes Commitment Fees Account) of this Base Indenture.

“Class A-2 Notes” means any Notes alphanumerically designated as “Class A-2” pursuant to the Series Supplement applicable to such Class of Notes.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the 1934 Act or any successor provision thereto or Euroclear or Clearstream.

ANNEX-A-9

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream” means Clearstream Banking, societe anonyme and any successor entity.

“Closing Date” means December 23, 2019.

“Closing Date Securitization IP” means all Intellectual Property (other than the Excluded IP) throughout the United States created, developed, authored, acquired or owned by or on behalf of, or licensed to or on behalf of, Jersey Mike’s Franchise Systems, Inc., the Holding Company Guarantor, the Master Issuer, FoodCo or the Franchisor as of the Closing Date covering, reading on, embodied in or otherwise relating to (or used, held for use or intended to be used in connection with) (i) the Jersey Mike’s System, (ii) the Jersey Mike’s Brand, (iii) products or services sold, offered for sale, provided or distributed via the Jersey Mike’s System under the Jersey Mike’s Brand, (iv) the Branded Restaurants, (v) the Securitized Franchised Restaurant Business, (vi) the FlexePOS System, (vii) the JM Mobile Apps or (viii) the JM Database.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time.

“Collateral” means, collectively, the Indenture Collateral, the “Collateral” as defined in the Guarantee and Collateral Agreement and any property subject to any other Indenture Document that grants a Lien to secure any Obligations.

“Collateral Business Documents” means, collectively, the Securitized Franchise Documents, the Securitized Area Director Arrangements, the Securitized Franchisee Notes and the Securitized Vendor Arrangements.

“Collateral Exclusions” has the meaning set forth in Section 3.01(b) (Grant of Security Interest) of this Base Indenture.

“Collateralized Letters of Credit” has the meaning set forth in Section 5.14(d)(iii) (Quarterly Payment Date Applications–Senior Notes Principal Payment Account) of this Base Indenture.

“Collateral Protection Advance” means any advance of (a) payment of Taxes, rent, assessments, insurance premiums and other related or similar costs and expenses necessary to protect, preserve or restore the Securitized Assets and (b) payments of any Securitization Operating Expenses (excluding (i) any indemnification obligations, (ii) business and/or asset related operating expenses, (iii) fees and expenses of external legal counsel that are not directly related to the maintenance or preservation of the Collateral, (iv) fees and expenses of any entity other than a Securitization Entity and (v) damages, costs, or expenses relating to fraud, bad faith, willful misconduct, violations of law, bodily injury, property damage or misappropriation of funds), to the extent not previously paid pursuant to a Manager Advance, in each case made by the Servicer pursuant to the Servicing Agreement in accordance with the Servicing Standard, or by the Trustee pursuant to the Indenture.

“Collateral Transaction Documents” means the Contribution Agreements, the Charter Documents of each Securitization Entity, the IP License Agreements, the Servicing Agreement, the Account Control Agreements, the Management Agreement and the Back-Up Management Agreement.

ANNEX-A-10

“Collection Account” means account no. 12439400 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Collection Account”, which account is maintained by the Trustee pursuant to Section 5.07 (Collection Account) of this Base Indenture or any successor securities account maintained pursuant to Section 5.07 (Collection Account) of this Base Indenture.

“Collection Account Administrative Accounts” has the meaning set forth in Section 5.08 (Collection Account Administrative Accounts) of this Base Indenture.

“Collections” means, with respect to each Weekly Collection Period, all amounts received by or for the account of the Securitization Entities during such Weekly Collection Period, including (without duplication):

(i) Securitized Franchisee Payments, Non-Securitization Entity Restaurant License Fees and Securitized Franchisee Note Payments deposited into any Concentration Account;

(ii) Securitized Technology Payments deposited into any Concentration Account;

(iii) Securitized Restaurant Vendor Program Payments deposited into any Concentration Account;

(iv) all amounts received under the IP License Agreements and all other license fees (other than the Non-Securitization Entity Restaurant License Fees) and other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP;

(v) Indemnification Amounts, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and (without duplication) all other amounts received upon the disposition of the Securitized Assets, including proceeds received upon the disposition of property expressly excluded from the definition of Asset Disposition Proceeds, in each case that are required to be deposited into any Concentration Account or the Collection Account;

(vi) the Series Hedge Receipts, if any, received by the Securitization Entities in respect of any Series Hedge Agreements entered into by the Securitization Entities in connection with the issuance of Additional Notes following the Closing Date;

(vii) Investment Income earned on amounts on deposit in the Accounts; provided that Investment Income will only be considered “Collections” if it is greater than or equal to $100 per Account with respect to such Weekly Collection Period;

(viii) equity contributions made to the Master Issuer directed to be deposited to any Concentration Account;

(ix) to the extent not otherwise included above, payments from Franchisees or any other Person in respect of Excluded Amounts deposited in any Concentration Account;

(x) any payments received under a Letter of Credit Reimbursement Agreement from any Non-Securitization Entity; and (xi) any other payments or proceeds received with respect to the Securitized Assets. “Commitment” has the meaning set forth in the Series Supplement for such Series.

ANNEX-A-11

“Company” means , prior to the Closing Date, Jersey Mike’s Franchise Systems, Inc. and its Subsidiaries and, after the Closing Date, the Securitization Entities as managed by the Manager pursuant to the Management Agreement.

“Company Order” means a written order or request signed in the name of the Master Issuer by any Authorized Officer of the Master Issuer and delivered to the Trustee, the Control Party or the Paying Agent.

“Competitor” means any Person that is a direct or indirect franchisor, franchisee, owner or operator of a large regional or national quick service restaurant concept (including a Franchisee); provided, however, that (i) a Person will not be a “Competitor” solely by virtue of its direct or indirect ownership of less than 5.0% of the Equity Interests in a “Competitor” and (ii) a franchisee shall only be a “Competitor” if it, or its Affiliates, directly or indirectly, owns, franchises or licenses, in the aggregate, ten or more individual locations of a particular concept; and provided, further, that (iii) a Person will not be a “Competitor” solely by virtue of its direct or indirect ownership of between 5.0% and 15% of the Equity Interests in a “Competitor” so long as (a) such Person has policies and procedures that prohibit such Person from disclosing or making available any confidential information that such Person may receive as a Holder or prospective investor in the Notes, to individuals involved in the business of buying, selling, holding or analyzing the Equity Interests of a “Competitor” or in the business of being a franchisor, franchisee, owner or operator of a large regional or national quick service restaurant concept and (b) such Person is a passive investor in a “Competitor” as described in Rule 13d-1(b)(1) of the 1934 Act (or would be described as a passive investor under such rule if the “Competitor” were a publicly-traded company and the securities held were publicly-traded equity securities) and is not a franchisor, franchisee, owner (other than in its capacity as a passive investor as described in Rule 13d-1(b)(1) of the 1934 Act) or operator of a large regional or national quick service restaurant concept (including a Franchisee).

“Concentration Accounts” has the meaning set forth in Section 5.02(a)(iii) (Management Accounts and Additional Accounts–Establishment of the Management Accounts–Concentration Accounts) of this Base Indenture.

“Consent Request” means any request for a direction, waiver, amendment, consent or certain other action under the Related Documents.

“Consolidated Interest Expense, Net” means, with respect to any Person for any period, consolidated net interest expense, whether paid or accrued, of such Person and its Subsidiaries for such period determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the consolidated net income of such Person and its Subsidiaries (whether positive or negative), determined in accordance with GAAP, for such period.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, declared but unpaid dividends, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligation will include (x) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (y) any liability of such Person for the obligations of another through any agreement (contingent or otherwise)

ANNEX-A-12

(i) to purchase, repurchase or otherwise acquire such obligation- or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this clause (y) the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation will be equal to the amount of the obligation so guaranteed or otherwise supported.

“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributed Assets” means all assets contributed under the Contribution Agreements.

“Contributed Securitized Area Development Agreements” means Area Development Agreements and related guaranty agreements existing as of the Closing Date that are contributed to any Securitization Entity on the Closing Date pursuant to the applicable Contribution Agreements.

“Contributed Securitized Area Director Arrangements” means Area Director Arrangements existing as of the Closing Date that are contributed to the Franchisor on the Closing Date pursuant to the applicable Contribution Agreement.

“Contributed Securitized Franchise Agreements” means all Franchise Agreements and related guaranty agreements existing as of the Closing Date that are contributed to the Franchisor on the Closing Date pursuant to the applicable Contribution Agreements.

“Contributed Securitized Franchised Restaurants” means Franchised Restaurants existing as of the Closing Date that are franchised pursuant to Franchise Agreements contributed to the Franchisor on the Closing Date pursuant to the applicable Contribution Agreement.

“Contributed Securitized Franchisee Notes” means all Franchisee Notes and related guaranty and collateral agreements existing as of the Closing Date that are contributed to the Franchisor on the Closing Date, if any.

“Contributed Securitized Restaurant Vendor Arrangements” means Restaurant Vendor Arrangements existing on the Closing Date that are contributed to FoodCo on the Closing Date pursuant to the applicable Contribution Agreement.

“Contributed Securitized Technology Vendor Arrangements” means Technology Vendor Arrangements existing on the Closing Date that are contributed to the Franchisor on the Closing Date pursuant to the applicable Contribution Agreement.

“Contributed Securitized Vendor Arrangements” means, collectively, the Contributed Securitized Restaurant Vendor Arrangements and the Contributed Securitized Technology Vendor Arrangements.

ANNEX-A-13

“Contribution Agreements” means the following agreements:

(a)

Franchisor Contribution Agreement, dated as of the Closing Date, by and between Jersey Mike’s Franchise Systems, Inc. and the Franchisor.

(b)

FoodCo Contribution Agreement, dated as of the Closing Date, by and between Jersey Mike’s Franchise Systems, Inc. and FoodCo.

(c)

Holding Company Guarantor Contribution Agreement, dated as of the Closing Date, by and between Jersey Mike’s Franchise Systems, Inc. and Holding Company Guarantor.

(d)

Master Issuer Contribution Agreement, dated as of the Closing Date, by and between Holding Company Guarantor and Master Issuer.

“Control Party” means, at any time, the Servicer, who will direct the Trustee to act (or refrain from acting) on behalf of the Trustee in connection with Consent Requests.

“Controlled Foreign Corporation” has the meaning given to such term in Section 957 of the Code.

“Controlled Group” means any trade or businesses (whether or not incorporated) that, together with any Securitization Entity, is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“Controlling Class” means the most senior Class of Notes (by alphabetical designation (as opposed to alphanumerical designation)) then Outstanding among all Series of Notes then Outstanding.

“Controlling Class Member” means, with respect to a Book-Entry Note of the Controlling Class, a Noteholder of such Note, and with respect to a Definitive Note of the Controlling Class, a Noteholder of such Definitive Note (excluding, in each case, any Securitization Entity or Affiliate thereof).

“Controlling Class Representative” means, at any time during which one or more Series of Notes is outstanding, the representative, if any, that has been elected pursuant to Section 11.01 (Controlling Class Representative) of this Base Indenture by the Majority of Controlling Class Members. The Controlling Class Representative may not be a Competitor.

“Copyrights” has the meaning set forth in the definition of “Intellectual Property.”

“Corporate Trust Office” means the corporate trust office of the Trustee at (a) for Note transfer purposes and presentment of the Notes for final payment thereon, Citibank, N.A., 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window - Jersey Mike’s Funding, LLC and (b) for all other purposes, Citibank, N.A., 388 Greenwich Street, New York, New York 10013, Attention: Agency & Trust - Jersey Mike’s Funding, LLC, email, or call (888) 855-9695 to obtain Citibank, N.A. account manager’s email address, or such other address as the Trustee may designate from time to time by notice to the holders, each Rating Agency and the Master Issuer or the principal corporate trust office of any successor Trustee.

“Cut-Off Date” means December 23, 2019.

“Debt Service” means, with respect to any Quarterly Payment Date, the sum of (i) the Senior Notes Quarterly Interest Amount plus (ii) the Senior Subordinated Notes Quarterly Interest Amount plus (iii) the Class A-1 Quarterly Commitment Fee Amount plus (iv) with respect to any Class of Senior Notes and

ANNEX-A-14

Senior Subordinated Notes Outstanding, the aggregate amount of Scheduled Principal Payments (including, for the avoidance of doubt, the Senior Notes Quarterly Scheduled Principal Amount) due and payable on such Quarterly Payment Date, as such Scheduled Principal Payments may be ratably reduced by the aggregate amount of any (A) payments of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, (B) repurchases and cancellations of such Class of Notes or (C) optional prepayments of principal of such Class of Notes, but without giving effect to any reductions of Scheduled Principal Payments available due to the satisfaction of the applicable Series Non-Amortization Test.

“Debt Service Advance” means an advance made by the Servicer (or, if the Servicer fails to do so, the Trustee) on a Quarterly Payment Date in respect of the Senior Notes Quarterly Interest Shortfall Amount on any Quarterly Payment Date.

“Default” means any Event of Default or any occurrence that with notice or the lapse of time or both would become an Event of Default.

“Defeased Series” has the meaning set forth in Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations–Series Defeasance) of this Base Indenture.

“Definitive Notes” has the meaning set forth in Section 2.12(a) (Book-Entry Notes) of this Base Indenture.

“Depository Agreement” means, with respect to a Series or Class of a Series of Notes having Book-Entry Notes, the agreement among the Master Issuer, the Trustee and the Clearing Agency governing the deposit of such Notes with the Clearing Agency, or as otherwise provided in the Series Supplement for such Series.

“DSCR” means, as of any Quarterly Payment Date, equals (i) the Net Cash Flow over the four (4) immediately preceding Quarterly Collection Periods, divided by (ii) the Debt Service with respect to such four (4) Quarterly Collection Periods; provided that, for purposes of calculating the DSCR as of the first three (3) Quarterly Calculation Dates, (a) “Net Cash Flow” for the Quarterly Collection Period ending in the calendar quarter ended June 30, 2019 will be deemed to be $27,445,000, “Net Cash Flow” for the Quarterly Collection Period ending in the calendar quarter ended September 30, 2019 will be deemed to be $26,916,000 and “Net Cash Flow” for the Quarterly Collection Period ending in the calendar quarter ended December 31, 2019 will be calculated by the Manager at the time of the first Quarterly Calculation Date and will be based on the financial results of Jersey Mike’s Franchise Systems, Inc. for the fiscal quarter ended December 31, 2019 and (b) clause (ii) of such DSCR calculation will be deemed to equal the Debt Service measured for the most recently ended Quarterly Collection Period times four (4) (and for the first four Quarterly Payment Dates, the Debt Service for the first Quarterly Collection Period will be adjusted to account for the irregular number of days in such Quarterly Collection Period). For the purposes of calculating the DSCR as of the first four (4) Quarterly Payment Dates, the Debt Service for the first Quarterly Collection Period will be deemed to be the sum of (A) the product of (x) the sum of the amounts referred to in clauses (i), (ii) and (iii) of the definition of “Debt Service” multiplied by (y) a fraction the numerator of which is ninety (90) and the denominator of which is the actual number of days elapsed during the period commencing on and including the Closing Date and ending on but excluding the first Quarterly Payment Date plus (B) the amount referred to in clause (iv) of the definition of “Debt Service”. “Interest-Only DSCR” means the calculation of DSCR without any application of clause (iv) of the definition of “Debt Service.”

“DTC” means The Depository Trust Company and any successor thereto.

ANNEX-A-15

“Elective Franchise-Related Payments” means the elective refund of all or a portion of the Initial Franchisee Fee or development fees, as applicable, in the event a Franchisee or developer under a Securitized Franchise Agreement or Securitized Area Development Agreement defaults or fails to meet certain terms of, or otherwise mutually agrees with the Franchisor to terminate, the applicable Securitized Franchise Agreement or Securitized Area Development Agreement.

“Eligible Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit or securities account established at a Qualified Institution.

“Eligible Assets” means any asset (other than real property) useful to a Securitization Entity in the operation of its business or of its other assets, including, without limitation, (i) capital assets, capital expenditures, renovations and improvements and (ii) assets intended to generate revenue for a Securitization Entity.

“Eligible Investments” means (a) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank or trust company that (i) is organized under the laws of the United States or is the principal banking subsidiary of a bank holding company organized under the laws of the United States and is a member of the Federal Reserve System, (ii) whose short-term debt is rated at least “P-1” (or then equivalent grade) by Moody’s and at least “A-1+” (or then equivalent grade) by S&P and, if it has a short-term rating by KBRA, at least “K2” by KBRA and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one (1) year from the date of acquisition thereof; (b) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “P-1” (or then equivalent grade) by Moody’s and at least “A-1+” (or the then equivalent grade) by S&P and, if it has a short-term rating by KBRA, at least “K2” by KBRA, with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the type described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (a) above and (e) investments, classified in accordance with GAAP as current assets of the relevant Person making such investment, in money market investment programs registered under the 1940 Act, which have the highest rating obtainable from Moody’s S&P and, if it has a short-term rating by KBRA, at least “K2” by KBRA, and the portfolios of which are invested primarily in investments of the character, quality and maturity described in clauses (a) though (d) of this definition. Notwithstanding the foregoing, all Eligible Investments must either (A) be at all times available for withdrawal or liquidation at par (or for commercial paper issued at a discount, at the applicable purchase price) or (B) mature on or prior to the Business Day prior to the immediately succeeding Weekly Allocation Date.

“Employee Benefit Plan” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA, established, maintained or contributed to by a Securitization Entity or with respect to which any Securitization Entity has any liability.

“Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the Holders of such Series of Notes pursuant to any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap or any other similar arrangement entered into by the Master Issuer in connection with the issuance of such Series of Notes as provided for in the Series Supplement for such Series in accordance with the terms of this Base Indenture or Variable Funding Note Purchase Agreement.

ANNEX-A-16

“Enhancement Agreement” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

“Enhancement Provider” means the Person providing any Enhancement as designated in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.

“Environmental Law” means any and all applicable laws, rules, orders, regulations, statutes, ordinances, binding guidelines, codes, decrees, agreements or other legally enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health (as it relates to exposure to Materials of Environmental Concern), or employee health and safety (as it relates to exposure to Materials of Environmental Concern), as has been, is now, or may at any time hereafter be, in effect.

“Environmental Permits” means any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“Equity Interest” means any (a) membership or limited liability company interest in any limited liability company, (b) general or limited partnership interest in any partnership, (c) common, preferred or other stock interest in any corporation, (d) share, participation, unit or other interest in the property or enterprise of an issuer that evidences ownership rights therein, (e) ownership or beneficial interest in any trust or (f) option, warrant or other right to convert any interest into or otherwise receive any of the foregoing.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“ERISA Event” means (a) Reportable Event; (b) the failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Single Employer Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code and Section 303(j) of ERISA with respect to any Single Employer Plan; (c) the provision by the administrator of any Single Employer Plan pursuant to Section 4041(a)(2) of ERISA of a written notice of intent to terminate such Single Employer Plan in a standard termination described in Section 4041(b) of ERISA or a distress termination described in Section 4041(c) of ERISA; (d) the complete or partial withdrawal by the Manager, or any company in the Controlled Group of the Manager, from any Single Employer Plan with two or more contributing sponsors or the termination of any such Single Employer Plan, in each case, which results in liability pursuant to Section 4063 or 4064 of ERISA; (e) formal written notice from the PBGC of its intent to commence proceedings to terminate any Single Employer Plan; (f) the imposition of liability on the Manager, or any company in the Controlled Group of the Manager, pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) receipt from the Internal Revenue Service of notice of the failure of any Single Employer Plan to qualify under Section 401(a) of the Code or the failure of any trust forming part of any Single Employer Plan to qualify for exemption from taxation under Section 501(a) of the Code; (h) the imposition of a lien in favor of the PBGC or a Plan pursuant to Section 430(k) of the Code or pursuant to Section 303(k) of ERISA with respect to any Single Employer Plan or (i) the complete or partial withdrawal by the Manager or any member of its Controlled Group from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability to the Manager under ERISA.

ANNEX-A-17

“Euroclear” means Euroclear Bank, S.A./N.V., or any successor thereto, as operator of the Euroclear System.

“Event of Bankruptcy” will be deemed to have occurred with respect to a Person if:

(a)

a case or other proceeding is commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person is entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b)

such Person commences a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or makes any general assignment for the benefit of creditors; or

(c)

the Board of Directors or board of managers (or similar body) of such Person votes to implement any of the actions set forth in clause (b) above.

“Event of Default” means any of the events set forth in Section 9.02 (Events of Default) of this Base Indenture.

“Excepted Securitization IP Assets” means (i) any right to use third-party Intellectual Property pursuant to a license to the extent such rights are not able or permitted to be pledged; and (ii) any application for registration of a Trademark that would be invalidated, canceled, voided or abandoned due to the grant and/or enforcement of an assignment or security interest, including intent-to-use applications filed with the PTO pursuant to 15 U.S.C. Section 1051(b) prior to the filing of a statement of use or amendment to allege use pursuant to 15 U.S.C. Section 1051(c) or (d); provided that at such time as the grant and/or enforcement of the assignment or the security interest would not cause such application to be invalidated, canceled, voided or abandoned, such Trademark application will cease to be considered an Excepted Securitization IP Asset.

“Excess Class A-1 Notes Administrative Expenses Amount” means, for each Weekly Allocation Date, an amount equal to the amount by which (a) the Class A-1 Notes Administrative Expenses that have become due and payable prior to such Weekly Allocation Date and have not been previously paid exceed (b) the Capped Class A-1 Notes Administrative Expenses Amount for such Weekly Allocation Date.

“Excluded Amounts” means, among other things, (i) fees and expenses paid by or on behalf of any Securitization Entity in connection with registering, maintaining and enforcing the Securitization IP and paying third-party licensing fees, (ii) account expenses and fees paid to the banks at which the Management Accounts are held, (iii) insurance and condemnation proceeds payable by the Securitization Entities to Franchisees, (iv) amounts in respect of sales Taxes and other comparable Taxes and other amounts received from Franchised Restaurants that are due and payable to a Governmental Authority or other unaffiliated third party, (v) any statutory Taxes payable by a Securitization Entity, but required to be remitted to a Governmental Authority, (vi) amounts paid by Franchisees in respect of fees or expenses payable to unaffiliated third parties for services provided to Franchisees, (vii) amounts paid by Franchisees relating to corporate services provided by the Manager to the Franchisees, including contributions to the Advertising Funds, certain grand opening advertising fees, administration fees, repairs and maintenance,

ANNEX-A-18

gift card administration, employee training and upfront onboarding fees, but excluding Technology Fees, (viii) amounts received from any third party that is owed to a Branded Restaurant, (ix) any amounts that cannot be transferred to a Concentration Account due to applicable law and (x) any other amounts deposited into any Concentration Account or otherwise included in Collections that are not required to be deposited into the Collection Account.

“Excluded IP” means (i) any commercially available, off-the-shelf, uncustomized Software or information technology systems, in each case, licensed on standard terms and conditions to or on behalf of any Non-Securitization Entity, (ii) any proprietary software or information technology systems that are readily replaceable with Software or information technology systems described in subpart (i) without the need to incur significant time to replace, and (iii) any Intellectual Property existing in any country other than the United States (other than, for clarity, such Intellectual Property created, developed, authored or acquired by or on behalf of, or licensed to or on behalf of, the Franchisor or any additional Securitization Entities that is used in the Securitized Franchised Restaurant Business or otherwise in the United States in connection with the Branded Restaurants or the Jersey Mike’s System), unless the Manager, in its sole discretion, causes such Intellectual Property to be created, developed, authored or acquired by or on behalf of, or licensed to or on behalf of, the Franchisor or another Securitization Entity.

“Extension Period” means, with respect to any Series or any Class of any Series of Notes, the period from the Series Anticipated Repayment Date (or any previously extended Series Anticipated Repayment Date) with respect to such Series or Class to the Series Anticipated Repayment Date with respect to such Series or Class as extended in connection with the provisions of the Series Supplement for such Series or, to the extent applicable, Variable Funding Note Purchase Agreement.

“FDIC” means the U.S. Federal Deposit Insurance Corporation.

“Financial Assets” has the meaning set forth in Section 5.10(b)(i) (Trustee as Securities Intermediary) of this Base Indenture.

“FoodCo” means JM’75, LLC, a Delaware limited liability company.

“FoodCo Accounts” has the meaning set forth in Section 5.02(a)(ii) (Management Accounts and Additional Accounts–Establishment of the Management Accounts–FoodCo Accounts) of this Base Indenture.

“FoodCo IP License Agreement” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and FoodCo, as licensee, as amended, supplemented or otherwise modified from time to time.

“Foreign Subsidiary Holding Company” has the meaning set forth in Section 3.01 (Grant of Security Interest) of this Base Indenture.

“Franchise Agreement” means a franchise agreement including any Nontraditional Franchise Agreement, Nontraditional License Agreement or license agreement (including, in each case, any related service or other license agreement) whereby a Franchisee agrees to operate a Branded Restaurant.

ANNEX-A-19

“Franchise Documents” means all Franchise Agreements (including master franchise agreements and related service or license agreements), Area Development Agreements and agreements related thereto, together with any modifications, amendments, extensions or replacements of the foregoing.

“Franchised Restaurants” means, collectively, all Branded Restaurants that are owned and operated by Franchisees that are unaffiliated with Jersey Mike’s Franchise Systems, Inc. and its Affiliates pursuant to a Franchise Agreement.

“Franchisee” means any Person, including any Affiliated Entity, that is a franchisee or a licensee under a Franchise Agreement.

“Franchisee Note” means any franchisee note or other franchisee financing agreement entered into in order to finance the payment of franchisee fees, amounts payable by Franchisees in connection with Refranchising Asset Dispositions or other amounts owing by a Franchisee.

“Franchisee Note Cancellation Payment” has the meaning set forth in Section 8.40 (Franchisee Note Cancellation Payments) of this Base Indenture.

“Franchisor” means A Sub Above, LLC, a Delaware limited liability company.

“Franchisor Accounts” has the meaning set forth in Section 5.02(a)(i) (Management Accounts and Additional Accounts– Franchisor Accounts) of this Base Indenture.

“Franchisor Capital Accounts” has the meaning set forth in Section 5.02(a)(i) (Management Accounts and Additional Accounts–Establishment of the Management Accounts–Franchisor Accounts) of this Base Indenture.

“Future Brand” means any name or Trademark (excluding the Jersey Mike’s Brand, any other Trademark owned by the Securitization Entities as of the Closing Date, and any variations or derivatives of, or Trademarks based on or similar to, such Trademarks) that (i) is acquired or developed by Jersey Mike’s Franchise Systems, Inc. or any of its Subsidiaries and subsequently contributed to one or more Securitization Entities in a manner consistent with the terms of the Related Documents or (ii) that is acquired or developed by the Master Issuer or any one or more Securitization Entities in a manner consistent with the terms of the Related Documents, together with, for the avoidance of doubt, the sole and exclusive rights to prosecute and maintain any of the foregoing, to enforce any past, present or future infringement, dilution, misappropriation or other violation of any of the foregoing (including, without limitation, bringing any action at law or in equity therefor), to defend any pending or future challenges to any of the foregoing, and to collect all damages, settlement and proceeds relating to, any of the foregoing.

“GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect from time to time.

“Government Securities” means readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof and as to which obligations the full faith and credit of the United States of America is pledged in support thereof.

“Governmental Authority” means the government of the United States or any other nation or any political subdivision of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

ANNEX-A-20

“Guarantee” means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be (i) with respect to a Guarantee pursuant to clause (a) above, an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith or (ii) with respect to a Guarantee pursuant to clause (b) above, the fair market value of the assets subject to (or that could be subject to) the related Lien. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement, dated as of the Closing Date, by and among the Guarantors in favor of the Trustee for the benefit of the Secured Parties, as amended, supplemented or otherwise modified from time to time.

“Guarantors” means the Subsidiary Guarantors and the Holding Company Guarantor.

“Hague Securities Convention” means the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, concluded 5 July 2006.

“Hedge Counterparty” means an institution that enters into a Swap Contract with one or more Securitization Entities to provide certain financial protections with respect to changes in interest rates applicable to a Series of Notes if and as specified in the Series Supplement for such Series.

“Hedge Payment Account” means an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Hedge Payment Account”, which account is maintained by the Trustee pursuant to Section 5.09 (Hedge Payment Account) of this Base Indenture or any successor securities account maintained pursuant to Section 5.09 (Hedge Payment Account) of this Base Indenture.

“Holdco Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Indebtedness of the Non-Securitization Entities and the Securitization Entities (assuming that amounts available under each Class A-1 Note at such time (after giving effect to any commitment reductions on such date) are fully drawn) as of the end of the most recently ended calendar quarter less (ii) the sum of (v) the cash and Eligible Investments of the Securitization Entities credited to the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account, the Cash Trap Reserve Account and any Franchisor Capital Accounts as of the end of the most recently ended calendar quarter, (w) the cash and Eligible Investments of the Securitization Entities maintained in the Management Accounts as of the end of the most recently ended calendar quarter that the Manager reasonably anticipates, pursuant to a Weekly Manager’s Certificate delivered on or prior to such date, will be paid to the Manager or constitute the Residual Amount on the next succeeding Weekly Allocation Date, (x) the Unrestricted Cash and Eligible Investments of the

ANNEX-A-21

Non-Securitization Entities as of the end of the most recently ended calendar quarter, (y) without duplication, the amount available under any Cash Collateralized Letters of Credit and (z) without duplication, the available amount of each Interest Reserve Letter of Credit as of the end of the most recently ended calendar quarter to (b) the sum of the Adjusted EBITDA of the Non-Securitization Entities and the Securitization Entities, for the immediately preceding four (4) calendar quarters most recently ended as of such date and for which financial statements have been finalized. The Holdco Leverage Ratio shall be calculated in accordance with Section 14.18(a) (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio–Holdco Leverage Ratio) of this Base Indenture.

“Holder” means each Noteholder and, to the extent Notes are held through a Clearing Agency, each Note Owner.

“Holding Company Guarantor” means JM SPV Guarantor, LLC, a Delaware limited liability company, and its successors and assigns.

“Hot Back-Up Management Duties” has the meaning set forth in the Back-Up Management Agreement.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Improvements” means, with respect to Intellectual Property, proprietary rights in any additions, modifications, derivatives, developments, variations, refinements, enhancements or improvements (including any derivative works, as defined and recognized by applicable Requirements of Law) or, with respect to real estate, the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the real property constituting a part of each property.

“Indebtedness” means, as to any Person as of any date, without duplication, (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) the net obligations of such Person under any swap contract, (c) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person, and (iii) liabilities associated with customer prepayments and deposits); and (d) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit, in the case of the foregoing clauses (a), (b) and (c), to the extent such item would be classified as a liability on a consolidated balance sheet of such Person as of such date; provided, however, that guarantees by Securitization Entities for the benefit of Franchisees in an aggregate principal amount at any time outstanding of up to the greater of (x) $10,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared shall not be considered Indebtedness. For purposes of the foregoing clause (b), the amount of any net obligation under any swap contract on any date shall be deemed to the swap termination value thereof.

“Indemnification Amount” means, with respect to any Securitized Franchise Assets or Securitized Vendor Arrangements (and any related Securitized Vendor Program Payments), an amount equal to the Allocated Note Amount for such asset.

“Indemnitor” means Jersey Mike’s Franchise Systems, Inc., as the Manager or in its individual capacity, or any other Non-Securitization Entity.

ANNEX-A-22

“Indenture” means this Base Indenture, together with all Series Supplements, as amended, supplemented or otherwise modified from time to time by Supplements thereto in accordance with its terms.

“Indenture Collateral” has the meaning set forth in Section 3.01 (Grant of Security Interest) of this Base Indenture.

“Indenture Documents” means, collectively, with respect to any Series of Notes, this Base Indenture (including any Supplements thereto), the Series Supplement for such Series (including any Supplements thereto), the Notes of such Series, the Guarantee and Collateral Agreement, the related Account Control Agreements, any related Variable Funding Note Purchase Agreement and any other agreements relating to the issuance or the purchase of the Notes of such Series or the pledge of Collateral under any of the foregoing.

“Indenture Trust Accounts” means each of the Collection Account, the Collection Account Administrative Accounts, the Senior Notes Interest Reserve Account (which may also, at the election of the Manager, serve as the Franchisor Capital Account), the Senior Subordinated Notes Interest Reserve Account, the Vendor Program Payment Reserve Account, the Cash Trap Reserve Account, the Hedge Payment Account, the Series Distribution Accounts and such other accounts as the Master Issuer may establish with the Trustee or the Trustee may establish from time to time pursuant to its authority to establish additional accounts pursuant to the Indenture.

“Independent” means, as to any Person, any other Person (including, in the case of an accountant, or lawyer, a firm of accountants or lawyers and any member thereof or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person and (ii) is not connected with such Person or an Affiliate of such Person as an officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. “Independent” when used with respect to any accountant may include an accountant who audits the books of such Person if, in addition to satisfying the criteria set forth above, the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Ethics of the American Institute of Certified Public Accountants. Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee, such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.

“Independent Auditors” means the firm of Independent accountants appointed pursuant to the Management Agreement or any successor Independent accountant.

ANNEX-A-23

“Independent Manager” means, with respect to any corporation, partnership, limited liability company, association or other business entity, an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by Maples Fiduciary Services (Delaware) Inc., Corporation Service Company, CT Corporation, Global Securitization Services, LLC, Lord Securities Corporation, National Registered Agents, Inc., Stewart Management Company, Wilmington Trust Company, or any successor therto, or, if none of those companies is then providing professional independent managers, another nationally recognized company reasonably approved by the Trustee, in each case that is not an Affiliate of the company and that provides professional independent managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of the company, the member thereof, or any of their respective equityholders or Affiliates (other than as an Independent Manager of the company or an Affiliate of the company that is not in the directchain of ownership of the company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional independent managers in the ordinary course of its business);

(ii) a creditor, supplier or service provider (including provider of professional services) to the company, or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent managers and other corporate services to the company or any of its equityholders or Affiliates in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (iv) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural Person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the Independent Manager (or independent manager or director) of a “special purpose entity” which is an Affiliate of the company shall be qualified to serve as an Independent Manager of the company, provided that the fees that such individual earns from serving as Independent Manager (or independent manager or director) of any Affiliate of the company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Ineligible Account” has the meaning set forth in Section 5.20 (Replacement of Ineligible Accounts) of this Base Indenture.

“Ineligible Interest Reserve Letter of Credit” means an Interest Reserve Letter of Credit with respect to which (i) the short-term debt credit rating of the L/C Provider with respect to such Interest Reserve Letter of Credit is withdrawn or downgraded by S&P to below “A-2” and, if it has a rating by KBRA, is withdrawn or downgraded by KBRA below “K2” or is withdrawn by Moody’s or downgraded by Moody’s below “P-2” or (ii) the long-term debt credit rating of such L/C Provider is withdrawn by S&P or downgraded by S&P below “BBB” and, if it has a rating by KBRA, is withdrawn or downgraded by KBRA below “BBB” or is withdrawn by Moody’s or downgraded by Moody’s below “Baa2”; provided that for determining whether an Interest Reserve Letter of Credit is eligible under this definition, an L/C Provider will be deemed to have the short-term debt credit rating or the long-term debt credit rating, as applicable, of such L/C Provider or any guarantor of (or confirming bank for) such L/C Provider.

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“Initial Franchisee Fee” means the initial franchise fee paid by a Franchisee under a Franchise Agreement.

“Initial Principal Amount” means, with respect to any Series or Class (or Subclass) of Notes, the aggregate initial principal amount of such Series or Class (or Subclass) of Notes specified in the Series Supplement for such Series.

“Initial Senior Notes Interest Reserve Amount” means, with respect to the Notes issued on the Closing Date, an amount equal to $5,541,250 to be deposited into the Senior Notes Interest Reserve Account.

“Insurance Proceeds Account” has the meaning set forth in Section 5.02(a)(v) (Management Accounts and Additional Accounts–Establishment of the Management Accounts–Insurance Proceeds Account) of this Base Indenture.

“Insurance/Condemnation Proceeds” means an amount equal to: (i) any cash payments or proceeds received by the Securitization Entities (a) by reason of theft, physical destruction or damage or any other similar event with respect to any properties or assets of the Securitization Entities under any policy of insurance (other than liability insurance) in respect of a covered loss thereunder or (b) as a result of any non-temporary condemnation, taking, seizing or similar event with respect to any properties or assets of the Securitization Entities by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking minus (ii)(a) any actual and reasonable costs incurred by the Securitization Entities in connection with the adjustment or settlement of any claims of the Securitization Entities in respect thereof and (b) any bona fide direct costs incurred in connection with any disposition of such assets as referred to in clause (i)(b) of this definition, including Taxes (or distributions to a direct or indirect parent for Taxes) paid or reasonably expected to be actually payable with respect to the Securitization Entities’ consolidated group as a result of any gain recognized in connection therewith. For the avoidance of doubt, “Insurance/Condemnation Proceeds” shall not include any proceeds of policies of insurance not described above, such as business interruption insurance, food safety insurance coverage and other insurance procured in the ordinary course of business, which shall be treated as Collections.

“Intellectual Property” or “IP” means all rights, title and interests in or to intellectual property of any type, including: (i) Trademarks; (ii) Patents; (iii) rights in computer programs and mobile apps, including in both source code and object code, together with related documentation and explanatory materials, whether machine readable or otherwise, and databases, including any Copyrights (as defined below), Patents and Trade Secrets (as defined below) therein (“Software”); (iv) copyrights (whether registered or unregistered) in unpublished and published works, works of authorship (whether or not copyrightable), database or design rights, and all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof (“Copyrights”); (v) trade secrets and other confidential or proprietary information, including with respect to recipes, unpatented inventions, operating procedures, know how, procedures and formulas for preparing food and beverage products, specifications for certain food and beverage products, inventory methods, customer service methods, financial control methods, algorithm and training techniques (“Trade Secrets”); (vi) all Improvements of or to any of the foregoing; (vii) all social media account names or identifiers (e.g., Twitter® handle or Facebook® account name); (viii) all registrations, applications for registration or issuances, recordings, renewals and extensions relating to any of the foregoing; and (ix) for the avoidance of doubt, the sole and exclusive rights to prosecute and maintain any of the foregoing, to enforce any past, present or future infringement, dilution misappropriation or other violation of any of the foregoing (including, without limitation, bringing any action at law or in equity therefor), to defend any pending or

ANNEX-A-25

future challenges to any of the foregoing, and to collect all damages, settlement and proceeds relating to, any of the foregoing.

“Interest Accrual Period” means (a) solely with respect to any Series of Class A-1 Notes of any Series of Notes, a period commencing on and including the day that is two (2) Business Days prior to a Quarterly Calculation Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Quarterly Calculation Date and (b) with respect to any other Class of Notes of any Series of Notes, the period from and including the fifteenth (15th) day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the fifteenth (15th) day of the calendar month which includes the then-current Quarterly Payment Date; provided, however, that the initial Interest Accrual Period for any Series will commence on and include the Series Closing Date and end on the date specified above, unless otherwise specified in the Series Supplement for such Series; provided, further, that the Interest Accrual Period, with respect to each Series of Notes Outstanding, immediately preceding the Quarterly Payment Date on which the last payment on the Notes of such Series is to be made will end on such Quarterly Payment Date.

“Interest Reserve Letter of Credit” means any letter of credit issued for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable.

“Interest Reserve Release Event” means, as of any date of determination, and with respect to each Series of Senior Notes or Senior Subordinated Notes Outstanding, as applicable, any reduction in (i) the Class A-1 Notes Maximum Principal Amount or (ii) the Outstanding Principal Amount of such Series of Notes that are not a Series of Class A-1 Notes.

“Interest-Only DSCR” has the meaning assigned to such term under the definition of “DSCR.”

“Investment Income” means the investment income earned on a specified account during a specified period, in each case net of all losses and expenses allocable thereto.

“Investments” means, with respect to any Person(s), all investments by such Person(s) in other Persons in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel, moving and other similar advances to officers, directors, employees and consultants of such Person(s) (including Affiliates) made in the ordinary course of business) and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.

“Investor Request Certification” has the meaning set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of this Base Indenture.

“IP License Agreements” means, collectively, the Manager IP License, the FoodCo IP License Agreement and the Non-Securitization Entity Restaurant License Agreements.

“IRS” means the U.S. Internal Revenue Service.

“Jersey Mike’s Brand” means the Jersey Mike’s® brand name and Trademarks, whether alone or in combination with other words or symbols, and any variations or derivatives of, or Trademarks based on, any of the foregoing.

“Jersey Mike’s Franchise Systems, Inc.” means Jersey Mike’s Franchise Systems, Inc., a New Jersey corporation, and its successors and assigns.

ANNEX-A-26

“Jersey Mikes Shore Inc. Restaurant IP License Agreement” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and Jersey Mikes Shore Inc., as licensee, as amended, supplemented or otherwise modified from time to time.

“Jersey Mike’s System” means the system of restaurants operating under the Jersey Mike’s Brand.

“JM Carolina, Inc. Restaurant IP License Agreement” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and JM Carolina, Inc., as licensee, as amended, supplemented or otherwise modified from time to time.

“JM Database” means the proprietary database used in connection with the operation of the Jersey Mike’s System, whether the rights thereunder are contributed to the Franchisor on the Closing Date or acquired by the Franchisor following the Closing Date.

“JM Florida Affiliates, Inc. Restaurant IP License Agreement” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and JM Florida Affiliates, Inc., as licensee, as amended, supplemented or otherwise modified from time to time.

“JM Mobile Apps” means all consumer-facing Jersey Mike’s Brand mobile applications, whether the rights thereunder are contributed to the Franchisor on the Closing Date or acquired by the Franchisor following the Closing Date.

“JM Penn Inc Restaurant IP License Agreement” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and JM Penn Inc, as licensee, as amended, supplemented or otherwise modified from time to time.

“KBRA” means Kroll Bond Rating Agency, Inc. (and any successor or successors thereto).

“Large Securitized Vendor Program Payment” means any Securitized Vendor Program Payment in an amount greater than $2,500,000, or such greater amount as may be determined by the Manager from time to time, subject to the satisfaction of the Rating Agency Condition.

“Large Securitized Vendor Program Payment Reserve Amount” means, the amount of any Large Securitized Vendor Program Payment deposited into the Vendor Program Payment Reserve Account.

“L/C Provider” means, with respect to any Series of Class A-1 Notes, the party identified as the “L/C Provider” or the “L/C Issuing Bank”, as the context requires, in the applicable Variable Funding Note Purchase Agreement.

“Legacy Account” means, on or after the date that any Class or Series of Notes issued pursuant to this Base Indenture is no longer Outstanding, any account maintained by the Trustee to which funds have been allocated in accordance with the Priority of Payments for the payment of interest, fees or other amounts in respect of such Class or Series of Notes.

“Letter of Credit Reimbursement Agreement” means any letter of credit reimbursement agreement by and among Jersey Mike’s Franchise Systems, Inc., the Manager and the Master Issuer, entered into with the consent of the Control Party.

“Licensed Securitization IP” means (a) the portion of the Closing Date Securitization IP that is held or used by Jersey Mike’s Franchise Systems, Inc., the Holding Company Guarantor, the Master Issuer or FoodCo as of the Closing Date pursuant to license or similar arrangement; and (b) the portion of

ANNEX-A-27

After-Acquired Securitization IP that, after the Closing Date, will be held or used by such parties pursuant to a license or similar arrangement.

“Licensee-Developed IP” means all Intellectual Property (other than Excluded IP) created, developed, authored, acquired or owned by or on behalf of any licensee under any IP License Agreement or Franchise Agreement covering, reading on, embodied in or otherwise relating to or used, held for use or intended to be used in connection with (i) the Jersey Mike’s Brand (or any other Intellectual Property in the Securitization IP), (ii) products or services sold, offered for sale, provided or distributed under the Jersey Mike’s Brand (or any other Intellectual Property in the Securitization IP), (iii) Branded Restaurants, (iv) the Jersey Mike’s System, (v) the FlexePOS System, (vi) the JM Mobile Apps, (vii) the JM Database or (viii) the Securitized Franchised Restaurant Business, and all goodwill appurtenant thereto, including, without limitation, all Improvements to any Securitization IP.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and will include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or arising as a matter of law, judicial process or otherwise.

“Liquidation Fees” has the meaning set forth in the Servicing Agreement.

“Majority of Controlling Class Members” means, (x) except as set forth in clause (y), with respect to the Controlling Class Members (or, if specified, any subset thereof) and as of any day of determination, Controlling Class Members that hold in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes) or any beneficial interest therein as of such day of determination (excluding any Notes or beneficial interests in Notes held by any Securitization Entity or any Affiliate of any Securitization Entity) and (y) with respect to the election of a Controlling Class Representative, Controlling Class Members that hold beneficial interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes) or any beneficial interest therein, in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted by the applicable deadline for voting (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date).

“Majority of Senior Noteholders” means Senior Noteholders holding in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes Outstanding and (ii) the Outstanding Principal Amount of each Series of Senior Notes other than Class A-1 Notes (excluding any Senior Notes or beneficial interests in Senior Notes held by any Securitization Entity or any Affiliate of any Securitization Entity).

“Managed Document” means any contract, agreement, arrangement or undertaking relating to any of the Securitized Assets, including, but not limited to, the Contribution Agreements, the Securitized Franchise Agreements, the Securitized Vendor Arrangements, the Securitized Area Development Agreements, the Securitized Area Director Arrangements, the Securitized Franchisee Notes and the IP License Agreements.

ANNEX-A-28

“Management Accounts” has the meaning set forth in Section 5.02(a) (Management Accounts and Additional Accounts–Establishment of the Management Accounts) of this Base Indenture.

“Management Agreement” means the Management Agreement, dated as of the Closing Date, by and among the Securitization Entities, the Trustee and the Manager, as amended, supplemented or otherwise modified from time to time.

“Management Fee” has the meaning set forth in the Management Agreement.

“Manager” means Jersey Mike’s Franchise Systems, Inc., as Manager, under the Management Agreement or any successor thereto.

“Manager Advances” has the meaning set forth in the Management Agreement.

“Manager IP License” license of Intellectual Property granted by the Franchisor to the Manager pursuant to the Management Agreement.

“Manager Termination Event” means the occurrence of an event specified in Section 6.1 (Manager Termination Events) of the Management Agreement.

“Managing Standard” has the meaning set forth in the Management Agreement.

“Master Issuer” means Jersey Mike’s Funding, LLC, a Delaware limited liability company, and its successors and assigns.

“Material Adverse Effect” means

(a)

with respect to the Manager, a material adverse effect on (i) its results of operations, business, properties or financial condition, taken as a whole, (ii) its ability to conduct its business or to perform in any material respect its obligations under the Management Agreement or any other Related Document, (iii) the Collateral, taken as a whole, or (iv) the ability of the Securitization Entities to perform in any material respect their obligations under the Related Documents;

(b)

with respect to the Collateral, a material adverse effect with respect to the Collateral taken as a whole, the enforceability of the terms thereof, the likelihood of the payment of the amounts required with respect thereto in accordance with the terms thereof, the value thereof, the ownership thereof by the Securitization Entities (as applicable) or the Lien of the Trustee thereon;

(c)

with respect to the Securitization Entities, a materially adverse effect on the results of operations, business, properties or financial condition of the Securitization Entities, taken as a whole, or the ability of the Securitization Entities, taken as a whole, to conduct their business or to perform in any material respect their obligations under the Related Documents; or

(d)

with respect to any Person or matter, a material impairment to the rights of or benefits available to, taken as a whole, the Securitization Entities, the Trustee, or the Holders under any Related Document or the enforceability of any material provision of any Related Document; provided that where “Material Adverse Effect” is used without specific reference, such term will have the meaning set forth in clauses (a) through (d), as the context may require.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products (virgin or unused), polychlorinated biphenyls,

ANNEX-A-29

urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity and any other materials or substances of any kind, whether or not any such material or substance is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to liability under any Environmental Law.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means any Pension Plan that is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.

“Net Cash Flow” means, except as described in the definition of “DSCR” for the first four (4) Quarterly Calculation Dates, with respect to any Quarterly Payment Date and the immediately preceding Quarterly Collection Period, the positive difference, if any, of:

(a)

the Retained Collections for such Quarterly Collection Period; minus

(b)

the amount (without duplication) equal to the sum of (i) the Securitization Operating Expenses paid on each Weekly Allocation Date with respect to such Quarterly Collection Period pursuant to priority (v) of the Priority of Payments, (ii) the Weekly Management Fees and Supplemental Management Fees paid on each Weekly Allocation Date to the Manager with respect to such Quarterly Collection Period, (iii) the Servicing Fees, Liquidation Fees, and Workout Fees paid to the Servicer on each Weekly Allocation Date with respect to such Quarterly Collection Period; and (iv) the amount of Class A-1 Notes Administrative Expenses paid on each Weekly Allocation Date with respect to such Quarterly Collection Period; minus

(c)

the amount, if any, by which equity contributions included in such Retained Collections exceeds the relevant amount of Retained Collections Contributions permitted to be included in Net Cash Flow pursuant to Section 5.18 (Retained Collections Contributions) of this Base Indenture; provided that funds released from the Cash Trap Reserve Account, the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account shall not constitute Retained Collections for purposes of this definition.

“New Asset” means a New Securitized Vendor Arrangement, New Securitized Franchise Agreement, New Securitized Area Development Agreement, New Securitized Area Director Arrangement or New Securitized Franchisee Note or any other Securitized Asset contributed to, or otherwise entered into, acquired or created by, the Securitization Entities after the Closing Date or any other asset(s) reasonably related to, incidental to, or useful in the judgment of the Manager in accordance with the Managing Standard, in connection with any of the foregoing.

“New Securitized Area Development Agreements” means all Area Development Agreements and related guaranty agreements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.

“New Securitized Area Director Arrangements” means all Area Director Arrangements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date, in its capacity as franchisor for Branded Restaurants.

“New Securitized Franchise Agreements” means all Franchise Agreements and related guaranty agreements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date, in its capacity as franchisor for Branded Restaurants (including all renewals for Contributed Securitized Franchised Restaurants).

ANNEX-A-30

“New Securitized Franchised Restaurants” means Franchised Restaurants that are franchised pursuant to Franchise Agreements contributed to a Securitization Entity after the Closing Date.

“New Securitized Franchisee Notes” means all Franchisee Notes and related guaranty and collateral agreements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.

“New Securitized Restaurant Vendor Arrangement” means a Restaurant Vendor Arrangement entered into or acquired by a Securitization Entity after the Closing Date.

“New Securitized Technology Vendor Arrangement” means a Technology Vendor Arrangement entered into or acquired by a Securitization Entity after the Closing Date.

“New Securitized Vendor Arrangements” means, collectively, the New Securitized Restaurant Vendor Arrangements and the New Securitized Technology Vendor Arrangements.

“New Series Pro Forma DSCR” means, at any time of determination and with respect to the issuance of any Additional Notes, the ratio calculated by dividing (i) the Net Cash Flow over the four immediately preceding Quarterly Collection Periods most recently ended by (ii) the Debt Service due during such period, in each case on a pro forma basis, calculated as if (a) such Additional Notes had been outstanding and any assets acquired with the proceeds of such Additional Notes had been acquired at the commencement of such period, and (b) any Notes that have been paid, prepaid or repurchased and cancelled during such period, or any Notes that will be paid, prepaid or repurchased and cancelled using the proceeds of such issuance, were so paid, prepaid or repurchased and cancelled as of the commencement of such period.

“New York UCC” has the meaning set forth in Section 5.10(b) (Trustee as Securities Intermediary) of this Base Indenture.

“Nonrecoverable Advance” means any portion of an Advance previously made and not previously reimbursed, or proposed to be made, which, together with any then-outstanding Advances, and the interest accrued or that would reasonably be expected to accrue thereon, in the reasonable and good faith judgment of the Servicer or the Trustee, as applicable, would not be ultimately recoverable from subsequent payments or collections from any funds on deposit in the Collection Account or funds reasonably expected to be deposited in the Collection Account following such date of determination, giving due consideration to allocations and disbursements of funds in such accounts and the limited assets of the Securitization Entities.

“Non-Securitization Entity” means Jersey Mike’s Franchise Systems, Inc. and each of its Affiliates (including each of their Subsidiaries, but excluding any Securitization Entity) now existing or hereafter created.

“Non-Securitization Entity Restaurant License Agreements” means the Jersey Mikes Shore Inc. Restaurant IP License Agreement, the JM Carolina, Inc. Restaurant IP License Agreement, the JM Penn Inc Restaurant IP License Agreement, and the JM Florida Affiliates, Inc. Restaurant IP License Agreement.

“Non-Securitization Entity Restaurant License Fees” means the licensing fees payable by any Non-Securitization Entity that owns and operates a Non-Securitization Entity Restaurant under the applicable Non-Securitization Entity Restaurant License Agreement, at a rate equal to six and a half percent (6.5%) of the Royalty Sales of each Non-Securitization Entity Restaurant, owned and operated by such licensee (paid weekly) (unless such percentage is increased or decreased subject to various factors, including location and incentive programs).

ANNEX-A-31

“Non-Securitization Entity Restaurants” means Branded Restaurants owned and operated by Non-Securitization Entities.

“Nontraditional Franchise Agreements” means a form of franchise agreement that may be offered or used in circumstances in which a Franchisee will operate a Branded Restaurant at a nontraditional location.

“Nontraditional License Agreements” means a form of franchise license that may be offered or used in circumstances in which a Franchisee will operate a Branded Restaurant at a nontraditional location.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Note Owner Certificate” has the meaning set forth in Section 11.05(b) (Note Owner List) of this Base Indenture.

“Note Rate” means, with respect to any Series or any Class, Subclass or Tranche of any Series of Notes, the annual rate at which interest (other than contingent additional interest) accrues on the Notes of such Series or such Class, Subclass or Tranche of such Series of Notes (or the formula on the basis of which such rate will be determined) as stated in the Series Supplement for such Series.

“Note Register” means the register maintained pursuant to Section 2.05(a) (Registrar and Paying Agent) of this Base Indenture, providing for the registration of the Notes and transfers and exchanges thereof, subject to such reasonable regulations as the Master Issuer may prescribe.

“Noteholder” means the Person in whose name a Note is registered in the Note Register.

“Noteholder Materials” has the meaning set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of this Base Indenture.

“Notes” has the meaning set forth in the recitals to this Base Indenture.

“Notes Discharge Date” means, with respect to any Class or Series of Notes, the first date on which such Class or Series of Notes is no longer Outstanding.

“Obligations” means (a) all principal, interest and premium, if any, at any time and from time to time, owing by the Master Issuer on the Notes or owing by the Guarantors pursuant to the Guarantee and Collateral Agreement, (b) the payment and performance of all other obligations, covenants and liabilities of the Master Issuer or the Guarantors arising under the Indenture, the Notes, any other Indenture Document or the Servicing Agreement or of the Guarantors under the Guarantee and Collateral Agreement and (c) the obligation of the Master Issuer to pay to the Trustee all fees and expenses payable to the Trustee under the Indenture and the other Related Documents to which it is a party when due and payable as provided in the Indenture.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of the party delivering such certificate.

“Ongoing Area Director Payments” means all amounts payable to an Area Director by the Franchisor pursuant to an Area Director Arrangement comprised of (i) fees associated with the opening of a Branded Restaurant pursuant to the terms of the applicable Securitized Area Director Arrangement, (ii)

ANNEX-A-32

compensation for the training of certain employees at Branded Restaurants opened pursuant to the terms of the applicable Securitized Area Director Arrangement and (iii) Area Director Royalty Percentage Payments.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee and the Control Party, which may include one or more reliance letters. The counsel may be an employee of, or counsel to, the Securitization Entities, Jersey Mike’s Franchise Systems, Inc., the Manager (if not Jersey Mike’s Franchise Systems, Inc.) or the Back-Up Manager, as the case may be.

“Optional Prepayment” has the meaning set forth in Section 5.14(p) (Quarterly Payment Date Application–Optional Prepaymens) of this Base Indenture.

“Outstanding” means, with respect to the Notes, as of any time, all of the Notes of any one or more Series, as the case may be, theretofore authenticated and delivered under the Indenture except:

(i) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation;

(ii) Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Trustee in trust for the Noteholders of such Notes pursuant to the Indenture; provided that, if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefore reasonably satisfactory to the Trustee has been made;

(iii) each Tranche of Notes that have been defeased in accordance with this Base Indenture;

(iv) Notes in exchange for, or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture, unless proof reasonably satisfactory to the Trustee is presented that any such Notes are held by a Holder in due course or protected purchaser; and

(v) Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided in the Indenture; provided that, (A) in determining whether the Noteholders of the requisite Outstanding Principal Amount have given any request, demand, authorization, direction, notice, consent, waiver or vote under the Indenture, the following Notes shall be disregarded and deemed not to be Outstanding: (x) Notes owned by the Securitization Entities or any other obligor upon the Notes or any Affiliate of any of them and (y) Notes held in any accounts with respect to which the Manager or any Affiliate thereof exercises discretionary voting authority; provided, further, that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Notes as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not a Securitization Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority.

ANNEX-A-33

“Outstanding Principal Amount” means, with respect to each Series, Class and Tranche of Notes Outstanding, the amount calculated in accordance with the Series Supplement for such Series, Class, Tranche or Variable Funding Note Purchase Agreement, which amount with respect to any Series of Class A-1 Notes may include outstanding amounts under swingline or letter of credit subfacilities thereunder.

“Owned Securitization IP” means (a) the portion of the Closing Date Securitization IP that is owned by any Non-Securitization Entity as of the Closing Date immediately prior to giving effect to the Contribution Agreements; and (b) the portion of the After-Acquired Securitization IP that, after the Closing Date, will be owned by the Franchisor.

“Pass-Through Amounts” has the meaning set forth in the definition of “Collateral”.

“Patents” means all patents (including, during the term of the patent, the inventions claimed thereunder), patent disclosures, industrial designs, inventions (whether or not patentable or reduced to practice), invention disclosures, and applications, divisions, continuations, continuations-in-part, provisionals, reexaminations and reissues for any of the foregoing.

“Paying Agent” has the meaning set forth in Section 2.05(a) (Registrar and Paying Agent) of this Base Indenture.

“PBGC” means the Pension Benefit Guaranty Corporation established under Section 4002 of ERISA.

“Pension Plan” means any “employee pension benefit plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA and to which any company in the same Controlled Group as the Master Issuer has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five (5) years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permitted Asset Dispositions” has the meaning set forth in Section 8.16 (Asset Dispositions) of this Base Indenture.

“Permitted Lien” means (a) Liens for (i) Taxes, assessments or other governmental charges not delinquent or (ii) Taxes, assessments or other charges being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (b) all Liens created or permitted under the Related Documents in favor of the Trustee for the benefit of the Secured Parties, (c) Liens existing on the Closing Date, which shall be released on such date, provided that Intellectual Property recordations of Liens need not have been terminated of record on the Closing Date so long as such Intellectual Property recordations of Liens are terminated of record within sixty (60) days of the Closing Date, (d) encumbrances in the nature of (i) a lessor’s fee interest, (ii) zoning, building code and similar laws or rights reserved or vested in any Governmental Authority to control or regulate the use of any real property, (iii) easements, rights-of-way, covenants, restrictions, leases, subleases and other title matters whether or not shown by the public records, (iv) overlaps, encroachments and any matters not of record which would be disclosed by an accurate survey or a personal inspection of the property, and (v) conditions, encroachments, protrusions and other similar charges and encumbrances and minor defects in title and survey affecting real property which, in each case (as described in clauses (d)(i) through (iv) above), individually or in the aggregate, do not have a Material Adverse Effect, (e) deposits or pledges made (i) in connection with casualty insurance maintained in accordance with the Related Documents, (ii) to secure the performance of bids, tenders, contracts or leases (iii) to secure statutory obligations or surety or appeal bonds or (iv) to secure indemnity, performance or other similar bonds in the ordinary course of business of any Securitization Entity, (f) statutory or common law Liens of landlords, lessors, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or

ANNEX-A-34

other like Liens arising in the ordinary course of business, in each case securing obligations (i) that are not yet due and payable or not overdue for more than forty-five (45) days from the date of creation thereof or (ii) being contested in good faith by any Securitization Entity in appropriate proceedings (so long as such Securitization Entity shall, in accordance with GAAP, have set aside on its books adequate reserves with respect thereto), (g) restrictions under federal, state or foreign securities laws on the transfer of securities, (h) any Liens arising under law or pursuant to documentation governing permitted accounts in connection with the Securitization Entities’ cash management system (including credit card and processing arrangements), (i) defects of title, survey defects, easements, rights-of-way, covenants, restrictions and other similar charges or encumbrances with respect to each real property, which (1) do not constitute Permitted Liens under any other clause of this definition and (2) neither have nor would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (j) Liens arising from judgment, decrees or attachments in circumstances not constituting an Event of Default, (k) Liens arising in connection with any Capitalized Lease Obligations, sale-leaseback transaction or in connection with any Indebtedness, in each case that is permitted under the Indenture, (l) Liens not securing Indebtedness that attach to any Collateral in an aggregate outstanding amount not exceeding $5,000,000 at any time, (m) Liens on Collateral that has been pledged pursuant to a Variable Funding Note Purchase Agreement with respect to letters of credit issued thereunder, and (n) any encumbrance on Securitization IP created by entering into any non-exclusive licenses of Securitization IP granted (i) under the IP License Agreements (including to the Manager in connection with the performance of its Services under the Management Agreement) or (ii) in the ordinary course of business that (A) when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement and (B) would not reasonably be expected to materially and adversely impact the Securitization IP (taken as a whole).

“Person” means an individual, corporation (including a business trust), partnership, limited liability partnership, limited liability company, joint venture, association, joint stock company, trust

(including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

“Post-ARD Contingent Interest” means any Senior Notes Quarterly Post-ARD Contingent Interest Amount, Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount and Subordinated Notes Quarterly Post-ARD Contingent Interest Amount.

“Post-ARD Rapid Amortization Cure Period” has the meaning set forth in Section 9.01(b) (Rapid Amortization Events) of this Base Indenture.

“Post-Default Capped Trustee Expenses” has the meaning set forth in the definition of “Post-Default Capped Trustee Expenses Amount.”

“Post-Default Capped Trustee Expenses Amount” means an amount equal to the lesser of (a) all reasonable expenses payable by the Master Issuer to the Trustee pursuant to the Indenture after the occurrence and during the continuation of an Event of Default in connection with any obligations of the Trustee in connection with such Event of Default that are in excess of the Capped Securitization Operating Expense Amount (“Post-Default Capped Trustee Expenses”) and (b) the amount by which (i) $100,000 exceeds (ii) the aggregate amount of Post-Default Capped Trustee Expenses previously paid on each Weekly Allocation Date that occurred in the annual period (measured from the Closing Date to the anniversary thereof and from each anniversary thereof to the next succeeding anniversary thereof) in which such Weekly Allocation Date occurs.

ANNEX-A-35

“Potential Manager Termination Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Manager Termination Event.

“Potential Rapid Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event; provided that any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event as described in clause (b) of the definition of Rapid Amortization Event, shall not constitute a Potential Rapid Amortization Event.

“Prime Rate” means the rate of interest publicly announced from time to time by a commercial bank mutually agreed upon by the Manager and the Servicer as its reference rate, base rate or prime rate.

“Principal Release Amount” means, with respect to any Series and any Quarterly Payment Date on which the related Series Non-Amortization Test is satisfied in accordance with the Series Supplement for such Series, all or part of the amounts allocated with respect to such Scheduled Principal Payment to the applicable Collection Account Administrative Account pursuant to the Priority of Payments during the immediately preceding Quarterly Collection Period which the Master Issuer does not elect to make as a Scheduled Principal Payment with respect to such Series on such Quarterly Payment Date.

“Principal Terms” has the meaning set forth in Section 2.03(s) (Series Supplement for Each Series) of this Base Indenture.

“Priority of Payments” means the allocation and payment obligations described in Section 5.13 (Application of Weekly Collections on Weekly Allocation Dates) and Section 5.14 (Quarterly Payment Date Applications) of this Base Indenture as supplemented by the allocation and payment obligations with respect to each Series of Notes described in each Series Supplement.

“pro forma event” has the meaning set forth in Section 14.18(a) (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio–Holdco Leverage Ratio) of this Base Indenture.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Proceeds” has the meaning specified in Section 9-102(a)(64) of the applicable UCC.

“PTO” means the U.S. Patent and Trademark Office and any successor U.S. federal office.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities that at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

“Qualified Trust Institution” means an institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities that at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has capital, surplus and undivided profits of not less than $250,000,000 as set forth in its most recent published annual report of condition and (iii) has a long term deposits rating of not less than “Baa1” by Moody’s and “BBB+” by S&P.

ANNEX-A-36

“Quarterly Calculation Date” means the date two (2) Business Days prior to each Quarterly Payment Date. Any reference to a Quarterly Calculation Date relating to a Quarterly Payment Date means the Quarterly Calculation Date occurring in the same calendar month as the Quarterly Payment Date and any reference to a Quarterly Calculation Date relating to a Quarterly Collection Period means the Quarterly Collection Period most recently ended on or prior to the related Quarterly Payment Date.

“Quarterly Collection Period” means (1) in the case of the initial Quarterly Collection Period, the period from the Closing Date to and including the last Sunday of the last full calendar week of the calendar quarter ended March 31, 2020 and, (2) for each Quarterly Collection Period thereafter, the period from the first day following the preceding Quarterly Collection Period to and including the last Sunday of the immediately following calendar quarter.

“Quarterly Compliance Certificate” has the meaning set forth in Section 4.01(c) (Reports and Instructions to Trustee–Quarterly Compliance Certificates) of this Base Indenture.

“Quarterly Noteholders’ Report” means, with respect to any Series of Notes, a statement substantially in the form of an Exhibit C to the Series Supplement for such Series, including the Manager’s statement specified in such exhibit.

“Quarterly Payment Date” means, unless otherwise specified in any Series Supplement for the related Series of Notes, the fifteenth (15th) day of each of February, May, August and November, or if such date is not a Business Day, the next succeeding Business Day, commencing on the Quarterly Payment Date in May 2020. Any reference to a Quarterly Collection Period relating to a Quarterly Payment Date means the Quarterly Collection Period most recently ended prior to such Quarterly Payment Date, and any reference to an Interest Accrual Period relating to a Quarterly Payment Date means the Interest Accrual Period most recently ended prior to such Quarterly Payment Date.

“Quarterly Reallocation Event” has the meaning set forth in Section 5.14(q) (Quarterly Payment Date Applications–Quarterly Reallocation Events) of this Base Indenture.

“Rapid Amortization Event” has the meaning set forth in Section 9.01 (Rapid Amortization Events) of this Base Indenture.

“Rapid Amortization Period” means the period commencing on the date on which a Rapid Amortization Event occurs and ending on the earlier to occur of the waiver of the occurrence of such Rapid Amortization Event in accordance with Section 9.07 (Waiver of Past Events) of this Base Indenture and the date on which there are no Notes Outstanding.

“Rating Agency” means each rating agency identified in the applicable Series Supplement.

“Rating Agency Condition” means, with respect to any Outstanding Series of Notes and any event or action to be taken or proposed to be taken requiring satisfaction of the Rating Agency Condition in the Indenture or in any other Related Document, a condition that is satisfied if the Manager has notified the Master Issuer, the Servicer and the Trustee in writing that the Manager has provided each Rating Agency and the Servicer with a written notification setting forth in reasonable detail such event or action and has actively solicited (by written request and by request via email and telephone) a Rating Agency Confirmation from each Rating Agency, and each Rating Agency has either provided the Manager with a Rating Agency Confirmation with respect to such event or action or informed the Manager that it declines to review such event or action; provided that:

(i)

except in connection with the issuance of Additional Notes, as to which the conditions of clause (ii) below will apply in all cases, the Rating Agency Condition in respect of

ANNEX-A-37

any Rating Agency will be required to be satisfied in connection with any such event or action only if the Manager determines in its sole discretion that the policies of such Rating Agency permit it to deliver such Rating Agency Confirmation; and (ii) the Rating Agency Condition will not be required to be satisfied in respect of any Rating Agency if the Manager provides an Officer’s Certificate (along with copies of all written requests for such Rating Agency Confirmation and copies of all related email correspondence) to the Master Issuer, the Servicer and the Trustee certifying that:

(a)

the Manager has not received any response from such Rating Agency after the Manager has repeated such active solicitation (by request via telephone and by email) on or about the tenth (10th) Business Day and the fifteenth (15th) Business Day following the date of delivery of the initial solicitation;

(b)

the Manager has no reason to believe that such event or action would result in such Rating Agency withdrawing its credit ratings on such Outstanding Series of Notes or assigning credit ratings on such Outstanding Series of Notes below the lower of (1) the then-current credit ratings on such Outstanding Series of Notes or (2) the initial credit ratings assigned to such Outstanding Series of Notes by such Rating Agency (in each case, without negative implications); and

(c)

solely in connection with any issuance of Additional Notes, either:

(1)

at least one (1) Rating Agency has provided a Rating Agency Confirmation; or

(2)

each Rating Agency has rated the Additional Notes no lower than the lower of (x) the then-current credit rating assigned by such Rating Agency or (y) the initial credit rating assigned by such Rating Agency (in each case, without negative implications) to each Outstanding Series of Notes ranking on the same priority as the Additional Notes, or, if no Outstanding Series of Notes ranks on the same priority as such Additional Notes, the Control Party shall have provided its written consent to the issuance of such Additional Notes;

provided, that in the case of clause (c), a Rating Agency Confirmation of S&P will be required for each Series of Notes then rated by S&P at the time of such issuance of Additional Notes (other than any Series of Notes that will be repaid in full from the proceeds of issuance of the Additional Notes or otherwise on the applicable Series Closing Date for such Additional Notes).

“Rating Agency Confirmation” means, with respect to any Outstanding Series of Notes, a confirmation from each Rating Agency that a proposed event or action will not result in (i) a withdrawal of its credit ratings on such Outstanding Series of Notes or (ii) the assignment of credit ratings on such Outstanding Series of Notes below the lower of (A) the then-current credit ratings on such Outstanding Series of Notes or (B) the initial credit ratings assigned to such Outstanding Series of Notes by such Rating Agency (in each case, without negative implications).

“Rating Agency Notification” means, with respect to any prospective action or occurrence, a written notification to each Rating Agency for each Series of Notes Outstanding setting forth in reasonable detail such action or occurrence.

“Record Date” means, with respect to any Quarterly Payment Date the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which such Quarterly Payment Date occurs.

ANNEX-A-38

“Refranchising Asset Disposition” has the meaning set forth in Section 8.16(n) (Asset Dispositions) of this Base Indenture.

“Registrar” has the meaning set forth in Section 2.05(a) (Registrar and Paying Agent) of this Base Indenture.

“Related Documents” means the Indenture, the Notes, the Guarantee and Collateral Agreement, each Account Control Agreement, the Management Agreement, the Servicing Agreement, the Back-Up Management Agreement, any Series Hedge Agreement, the Contribution Agreements, any agreement pursuant to which New Assets are contributed to the Securitization Entities, any Variable Funding Note Purchase Agreement, each other note purchase agreement pursuant to which Notes are purchased, the IP License Agreements, any Enhancement Agreement, the Charter Documents, each Letter of Credit Reimbursement Agreement and any additional document identified as a “Related Document” in the Series Supplement for any Series of Notes Outstanding and any other material agreements entered into, pursuant to the foregoing documents.

“Reportable Event” means any “reportable event” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Single Employer Plan (other than an event for which the 30-day notice period is waived).

ANNEX-A-39

“Required Balance” means, with respect to any Weekly Collection Period, the product of (1) the percentage set forth in the table below for each Weekly Collection Period in the fiscal quarter and (2) with respect to (a) the Senior Notes Interest Payment Account, the sum, for each Interest Accrual Period, of (x) the Class A-1 Quarterly Commitment Fee Amounts and (y) the Senior Notes Quarterly Interest Amount, (b) the Senior Subordinated Notes Interest Payment Account, the Senior Subordinated Notes Accrued Quarterly Interest Amount, (c) the Subordinated Notes Interest Payment Account, the Subordinated Notes Accrued Quarterly Interest Amount, (d) the Senior Notes Principal Payment Account, the Senior Notes Quarterly Scheduled Principal Amounts, (e) the Senior Subordinated Notes Principal Payment Account, the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amounts, (f) the Subordinated Notes Principal Payment Account, the Subordinated Notes Accrued Quarterly Scheduled Principal Amounts and (g) the Senior Notes Post-ARD Contingent Interest Account, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount.


Week	Percentage
1	–
2	–
3	–
4	–
5	50%
6	50%
7	50%
8	80%
9	80%
10	100%
11	100%
12	100%
13	100%

“Required Rating” means (i) a short-term certificate of deposit rating from S&P of at least “A-2” and (ii) a long-term unsecured debt rating of not less than “BBB-” by S&P.

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, limited liability company agreement, partnership agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to, or binding upon, such Person or any of its property or to which such Person or any of its property is subject, whether federal, state, local or foreign (including, without limitation, usury laws, the Federal Truth in Lending Act, state franchise laws and retail installment sales acts).

“Residual Amount” means for any Weekly Allocation Date with respect to any Quarterly Collection Period the amount, if any, by which the amount allocated to the Collection Account on such Weekly Allocation Date exceeds the sum of the amounts to be paid and/or allocated on such Weekly Allocation Date pursuant to priorities (i) through (xxix) of the Priority of Payments.

“Restaurant Vendor Arrangements” means contracts and other arrangements pursuant to which certain third-party vendors are providing or will provide food, equipment, supplies and/or related services to Franchisees, and certain Non-Securitization Entities operating Branded Restaurants.

ANNEX-A-40

“Retained Collections” means, with respect to any specified period of time, the amount equal to (A) the sum of Collections received over such period minus (B) without duplication, the sum of (i) the Excluded Amounts over such period and (ii) Area Director Reserve Amounts unless and until any excess Area Director Reserve Amounts are delivered to the Collection Account in accordance with Section 5.12(a)(vi)(F) (Deposits, Withdrawals and Collections–Withdrawals from the Concentration Accounts). Funds released from the Cash Trap Reserve Account, the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account shall not constitute Retained Collections for purposes of this definition.

“Retained Collections Contribution” means, with respect to any Quarterly Collection Period, an equity contribution made to the Master Issuer, at any time prior to the Series Legal Final Maturity Date with respect the last Series of Notes Outstanding, to be included in Net Cash Flow in accordance with Section 5.18 (Retained Collections Contributions) of this Base Indenture, which for all purposes of the Related Documents, except as otherwise specified therein, will be treated as Retained Collections received during such Quarterly Collection Period; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculations undertaken in the following circumstances: (i) the New Series Pro Forma DSCR or (ii) compliance with the applicable Series Non-Amortization Test.

“Royalty Sales” means, with respect to a restaurant, the total amount of revenue received from the sale of all food, products, merchandise and performance of all services and all other income of every kind and nature (including gift certificates when redeemed but not when purchased), whether for cash or credit and regardless of collection in the case of credit; provided, however, that Royalty Sales will not include (i) discounts, coupons, refunds and allowances; (ii) any sales Taxes or other Taxes, in each case collected from customers for transmittal to the appropriate taxing authority; (iii) donations; (iv) gift card sales or (v) revenues that are not subject to royalties in accordance with the related Securitized Franchise Agreement, applicable IP License Agreement or other applicable agreement.

“Rule 144A” means Rule 144A under the 1933 Act.

“S&P” means S&P Global Ratings (and any successor or successors thereto).

“Scheduled Principal Payments” means, with respect to each Series or any Class of any Series of Notes, each payment scheduled to be made pursuant to the Series Supplement for such Series that reduces the amount of principal Outstanding with respect to such Series or Class on a periodic basis that is identified as “Scheduled Principal Payments” in the Series Supplement for such Series.

“Scheduled Principal Payments Deficiency Event” means, with respect to any Quarterly Collection Period, as of the last Weekly Allocation Date with respect to such Quarterly Collection Period, the occurrence of the following event: the amount of funds on deposit in the Senior Notes Principal Payment Account after the last Weekly Allocation Date with respect to such Quarterly Collection Period is less than the aggregate amount of Senior Notes Quarterly Scheduled Principal Amounts due and payable on all such Senior Notes for the next succeeding Quarterly Payment Date.

“Scheduled Principal Payments Deficiency Notice” has the meaning set forth in Section 4.01(d) (Reports and Instructions to Trustee–Scheduled Principal Payments Deficiency Notices) of this Base Indenture.

“SEC” means the United States Securities and Exchange Commission.

ANNEX-A-41

“Secured Parties” means the Trustee, for the benefit of (i) itself, (ii) the Noteholders, (iii) the Servicer, (iv) the Control Party, (v) the Manager, (vi) the Back-Up Manager, (vii) each Hedge Counterparty, if any, and (viii) the Enhancement Provider, if any, together with their respective successors and assigns.

“Securities Intermediary” has the meaning set forth in Section 5.10(a) (Trustee as Securities Intermediary) of this Base Indenture.

“Securitization Entities” means, collectively, the Master Issuer and the Guarantors, and each Subsidiary thereof (including any Additional Securitization Entity).

“Securitization IP” means, collectively, the Owned Securitization IP and the Licensed Securitization IP; except that (i) “Securitization IP” will not include, solely for purposes of the licenses granted under the IP License Agreements, any rights to use licensed third-party Intellectual Property to the extent that such rights are not sublicensable without the consent of or any payment to such third party, or any other action by the licensee thereof, unless such consent has been obtained or payment has been made; and (ii) as used in the Related Documents, the terms “owns,” “holds,” and similar terms mean, with regard to Owned Securitization IP, the holding of legal title, and with regard to Licensed Securitization IP, the holding of valid rights to use under a license or similar arrangement.

“Securitization Operating Expense Account” has the meaning set forth in Section 5.08(a)(xi) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Securitization Operating Expenses” means all expenses incurred by the Securitization Entities and payable to third parties in connection with the maintenance and operation of the Securitization Entities and the transactions contemplated by the Related Documents to which they are a party (other than those paid for from the Concentration Accounts), including (i) accrued and unpaid Taxes (other than federal, state, local and foreign Taxes based on income, profits or capital, including franchise, excise, withholding or similar Taxes), filing fees and registration fees payable by and attributable to the Securitization Entities to any federal, state, local or foreign Governmental Authority; (ii) fees and expenses payable to (A) the Trustee under the Indenture or the other Related Documents to which the Trustee is a party, (B) the Servicer under Related Documents to which the Servicer is a party, (C) the Back-Up Manager as Back-Up Manager Fees, (D) each Rating Agency, (E) independent certified public accountants (including, for the avoidance of doubt, any incremental auditor costs) or external legal counsel, (F) any stock exchange on which the Notes may be listed and (G) the Controlling Class Representative for out-of-pocket expenses incurred acting in such capacity; (iii) during the occurrence of a Potential Manager Termination Event or Manager Termination Event, fees and expenses payable to third-parties under certain technology-related arrangements that are otherwise included in the Weekly Management Fee which, for the avoidance of doubt, if paid by the Securitization Entities, may be netted against future Weekly Management Fees; (iv) the indemnification obligations of the Securitization Entities under the Related Documents to which they are a party (including any interest thereon at the Advance Interest Rate, if applicable); and (v) independent director and independent manager fees.

“Securitized Area Development Agreements” means, collectively, the Contributed Securitized Area Development Agreements and the New Securitized Area Development Agreements.

“Securitized Area Director Arrangements” means, collectively, the Contributed Securitized Area Director Arrangements and the New Securitized Area Director Arrangements.

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“Securitized Assets” means all assets owned by the Securitization Entities, including but not limited to the Collateral.

“Securitized Franchise Agreements” means, collectively, the Contributed Securitized Franchise Agreements and the New Securitized Franchise Agreements.

“Securitized Franchise Assets” means, with respect to the Franchisor, (A) the Securitized Franchisee Notes and all Securitized Franchisee Note Payments thereon and (B)(i) the Contributed Securitized Franchise Agreements and all Securitized Franchisee Payments thereon; (ii) the Contributed Securitized Area Development Agreements and all Securitized Franchisee Payments thereon; (iii) the New Securitized Franchise Agreements and all Securitized Franchisee Payments and Technology Fees thereon; (iv) the New Securitized Area Development Agreements and all Securitized Franchisee Payments thereon; (v) all rights to enter into New Securitized Franchise Agreements and New Securitized Area Development Agreements; (vi) the Contributed Securitized Area Director Arrangements and all rights thereunder; (vii) all rights to enter into New Securitized Area Director Arrangements and all rights thereunder; (viii) any and all other property of every nature, now or hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of the Franchisees or other Persons, as applicable, to the Franchisor under the Securitized Franchise Agreements or the Securitized Area Development Agreements and all guarantees of such obligations and the rights evidenced by or reflected in the Securitized Franchise Agreements or the Securitized Area Development Agreements; and (ix) all payments, proceeds and accrued and future rights to payments on the items described in clauses (i) through (vii) of this definition.

“Securitized Franchise Documents” means all Securitized Franchise Agreements (including master franchise agreements and related service or license agreements), Securitized Area Development Agreements and agreements related thereto, together with any modifications, amendments, extensions or replacements of the foregoing.

“Securitized Franchised Restaurant Business” means the business of franchising or licensing Branded Restaurants located in the United States.

“Securitized Franchised Restaurants” means, collectively, the Contributed Securitized Franchised Restaurants and the New Securitized Franchised Restaurants.

“Securitized Franchisee Note Payments” means all amounts payable to a Securitization Entity by a Franchisee pursuant to a Securitized Franchisee Note.

“Securitized Franchisee Notes” means, collectively, the Contributed Securitized Franchisee Notes and the New Securitized Franchisee Notes.

“Securitized Franchisee Payments” means all amounts payable to a Securitization Entity by Franchisees pursuant to the Franchise Documents other than Technology Fees and Excluded Amounts, which may be excluded from the term at the option of the Manager.

“Securitized Restaurant Vendor Arrangements” means, collectively, the Contributed Securitized Restaurant Vendor Arrangements and the New Securitized Restaurant Vendor Arrangements.

“Securitized Restaurant Vendor Program Payments” means certain program payments from third-party vendors based on the volume and types of products purchased by Franchisees and certain Non-Securitization Entities operating Branded Restaurants pursuant to the Securitized Restaurant Vendor Arrangements.

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“Securitized Technology Payments” means, collectively, Technology Fees and Securitized Technology Vendor Program Payments.

“Securitized Technology Vendor Arrangements” means, collectively, the Contributed Securitized Technology Vendor Arrangements and the New Securitized Technology Vendor Arrangements.

“Securitized Technology Vendor Program Payments” means certain program payments from third-party vendors based on based on the volume and usage by Franchisees and certain Non-Securitization Entities operating Branded Restaurants pursuant to the Securitized Technology Vendor Arrangements.

“Securitized Vendor Arrangements” means, collectively, the Contributed Securitized Vendor Arrangements and the New Securitized Vendor Arrangements.

“Securitized Vendor Program Payments” means, collectively, the Securitized Restaurant Vendor Program Payments and the Securitized Technology Vendor Program Payments.

“Senior ABS Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) the aggregate Outstanding Principal Amount of each Series of Senior Notes Outstanding (assuming the amounts available under each Class A-1 Note at such time (after giving effect to any commitment reductions on such date) are fully drawn) as of the end of the most recently ended Quarterly Collection Period less (ii) the sum of (x) the cash and Eligible Investments of the Securitization Entities credited to the Senior Notes Interest Reserve Account and the Cash Trap Reserve Account as of the end of the most recently ended Quarterly Collection Period, and (y) the available amount of the Interest Reserve Letter of Credit with respect to the Senior Notes as of the end of the most recently ended Quarterly Collection Period to (b) the sum of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared. The Senior ABS Leverage Ratio shall be calculated in accordance with Section 14.18(b) (Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio–Senior ABS Leverage Ratio) of this Base Indenture.

“Senior Noteholder” means any Holder of Senior Notes of any Series.

“Senior Notes” or “Class A Notes” means the issuance of Notes under the Indenture by the Master Issuer that by its terms (through its alphabetical designation as “Class A” pursuant to the Series Supplement applicable to such Indebtedness) is senior in the right to receive interest and principal on such Notes to the right to receive interest and principal on any Subordinated Notes.

“Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Notes Outstanding, the amount identified as “Senior Notes Accrued Quarterly Interest Amount” in the Series Supplement for such Series.

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Notes Outstanding, the amount identified as “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.

“Senior Notes Accrued Quarterly Scheduled Principal Amount” means with respect to each Weekly Allocation Date, and with respect to all Senior Notes Outstanding, the aggregate amounts identified as the “Senior Notes Accrued Quarterly Scheduled Principal Amount” in each Series Supplement for such Series.

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“Senior Notes Interest Payment Account” has the meaning set forth in Section 5.08(a)(i) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Senior Notes Interest Reserve Account” means account no. 12440000 entitled “Citibank, N.A. f/b/o A Sub Above, LLC, Senior Notes Interest Reserve Account”, which account is maintained by the Trustee pursuant to Section 5.03 (Senior Notes Interest Reserve Account) of this Base Indenture or any successor securities account maintained pursuant to Section 5.03 (Senior Notes Interest Reserve Account) of this Base Indenture.

“Senior Notes Interest Reserve Account Deficiency Amount” means, as of any date of determination the excess, if any, of the Senior Notes Interest Reserve Amount over the sum of (a) the amount on deposit in the Senior Notes Interest Reserve Account and (b) the amount available under any Interest Reserve Letter of Credit relating to the Senior Notes.

“Senior Notes Interest Reserve Amount” means, with respect to any Quarterly Payment Date (and any Weekly Allocation Date related thereto), an amount equal to the Senior Notes Quarterly Interest Amount due on the next Quarterly Payment Date (assuming (i) that amounts available under each Variable Funding Note Purchase Agreement at such time (after giving effect to any commitment reductions and corresponding principal payments on such date) are fully drawn and (ii) the rate on each Class A-1 Note is equivalent to the rate on a Class A-2 Note with the shortest time until its Series Anticipated Repayment Date); provided that, with respect to the first Interest Accrual Period following the Closing Date, the Senior Notes Interest Reserve Amount will be an amount equal to the Initial Senior Notes Interest Reserve Amount.

“Senior Notes Post-ARD Contingent Interest Account” has the meaning set forth in Section 5.08(a)(viii) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture

“Senior Notes Principal Payment Account” has the meaning set forth in Section 5.08(a)(v) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Senior Notes Quarterly Interest Amount” means for each Quarterly Payment Date, with respect to each Class of Senior Notes Outstanding, the aggregate amounts identified as the “Senior Notes Quarterly Interest Amount” in the Series Supplement for such Series.

“Senior Notes Quarterly Interest Shortfall Amount” has the meaning set forth in Section 5.14(a)(iii) (Quarterly Payment Date Applications–Senior Notes Interest Payment Account) of this Base Indenture.

“Senior Notes Quarterly Post-ARD Contingent Interest Amount” means for each Quarterly Payment Date, with respect to each Class of Senior Notes Outstanding, the amounts identified as “Senior Notes Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.

“Senior Notes Quarterly Scheduled Principal Amounts” means, with respect to each Class of Senior Notes Outstanding, each Scheduled Principal Payment with respect to such Class of Senior Notes.

“Senior Notes Quarterly Scheduled Principal Deficiency Amount” means with respect to each Weekly Allocation Date, and with respect to all Senior Notes Outstanding, the aggregate amounts identified as the “Senior Notes Quarterly Scheduled Principal Deficiency Amount” in each Series Supplement for such Series.

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“Senior Subordinated Noteholder” means any Holder of Senior Subordinated Notes of any Series.

“Senior Subordinated Notes” means any issuance of Notes under the Indenture by the Master Issuer that are part of a Class with an alphanumerical designation that contains any letter from “B” through “L” of the alphabet, together with all Subclasses or Tranches thereof.

“Senior Subordinated Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Subordinated Notes Outstanding, the amount identified as the “Senior Subordinated Notes Accrued Quarterly Interest Amount” in the Series Supplement for such Series.

“Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Subordinated Notes Outstanding, the amount identified as the “Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.

“Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount” means, with respect to each Weekly Allocation Date, and with respect to all Senior Subordinated Notes Outstanding, the aggregate amounts identified as the “Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount” in each Series Supplement for such Series.

“Senior Subordinated Notes Interest Payment Account” has the meaning set forth in Section 5.08(a)(ii) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Senior Subordinated Notes Interest Reserve Account” means an account entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Senior Subordinated Notes Interest Reserve Account” maintained by the Trustee pursuant to Section 5.04(a) (Senior Subordinated Notes Interest Reserve Account– Establishment of the Senior Subordinated Notes Interest Reserve Account) of this Base Indenture or any successor securities account maintained pursuant to Section 5.04(a) (Senior Subordinated Notes Interest Reserve Account–Establishment of the Senior Subordinated Notes Interest Reserve Account) of this Base Indenture.

“Senior Subordinated Notes Interest Reserve Account Deficiency Amount” means, as of any date of determination, the excess, if any, of the Senior Subordinated Notes Interest Reserve Amount over the sum of (a) the amount on deposit in the Senior Subordinated Notes Interest Reserve Account and (b) the amount available under any Interest Reserve Letter of Credit relating to the Senior Subordinated Notes.

“Senior Subordinated Notes Interest Reserve Amount” means, with respect to any Quarterly Payment Date (and any Weekly Allocation Date related thereto), an amount equal to the Senior Subordinated Notes Quarterly Interest Amount due on the next Quarterly Payment Date.

“Senior Subordinated Notes Post-ARD Contingent Interest Account” has the meaning set forth in Section 5.08(a)(ix) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Senior Subordinated Notes Principal Payment Account” has the meaning set forth in Section 5.08(a)(vi) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

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“Senior Subordinated Notes Quarterly Interest Amount” means, for each Quarterly Payment Date, with respect to each Class of Senior Subordinated Notes Outstanding, the aggregate amounts identified as the “Senior Subordinated Notes Quarterly Interest Amount” in the Series Supplement for such Series.

“Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” means, for each Quarterly Payment Date, with respect to each Class of Senior Subordinated Notes Outstanding, the amounts identified as “Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.

“Senior Subordinated Notes Quarterly Scheduled Principal Amounts” means, with respect to each Class of Senior Subordinated Notes Outstanding, each Scheduled Principal Payment with respect to such Class of Senior Subordinated Notes.

“Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” means with respect to each Weekly Allocation Date, and with respect to all Senior Subordinated Notes Outstanding, the aggregate amounts identified as the “Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” in each Series Supplement for such Series.

“Series Account” means any account or accounts established pursuant to a Series Supplement for the benefit of a Series of Notes (or any Class thereof).

“Series Anticipated Repayment Date” means, with respect to any Series of Notes, Class, Subclass or Tranche thereunder, the “Anticipated Repayment Date” as set forth in the related Series Supplement, which will be the Series Anticipated Repayment Date for such Series of Notes, Class, Subclass or Tranche thereunder, as adjusted pursuant to the terms of the Series Supplement for such Series.

“Series Closing Date” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the Series Supplement for such Series.

“Series Defeasance Date” has the meaning set forth in Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations–Series Defeasance) of this Base Indenture.

“Series Distribution Account” means, with respect to any Series of Notes or any Class of any Series of Notes, an account established to receive distributions to be paid to the Noteholders of such Class or such Series of Notes pursuant to the Series Supplement for such Series.

“Series Hedge Agreement” means, with respect to any Series of Notes, the relevant Swap Contract, if any, described in the Series Supplement for such Series.

“Series Hedge Payment Amount” means all amounts payable by the Master Issuer under a Series Hedge Agreement including any termination payment payable by the Master Issuer.

“Series Hedge Receipts” means all amounts received by the Securitization Entities under a Series Hedge Agreement.

“Series Legal Final Maturity Date” means, with respect to any Series, the “Legal Final Maturity Date” set forth in the related Series Supplement.

“Series Non-Amortization Test” means, with respect to any Series or Class of Notes, the test specified in the Series Supplement for such Series or, if not specified therein, means a test that will be satisfied on any Quarterly Payment Date only if both (a) the Senior ABS Leverage Ratio is less than or

ANNEX-A-47

equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (b) no Rapid Amortization Event has occurred and is continuing.

“Series Obligations” means, with respect to a Series of Notes, (a) all principal, interest, premiums, make-whole payments and Series Hedge Payment Amounts, at any time and from time to time, owing by the Master Issuer on such Series of Notes or owing by the Guarantors pursuant to the Guarantee and Collateral Agreement on such Series of Notes and (b) the payment and performance of all other obligations, covenants and liabilities of the Master Issuer or the Guarantors arising under the Indenture, the Notes or any other Indenture Document, in each case, solely with respect to such Series of Notes.

“Series of Notes” or “Series” means each series of Notes issued and authenticated pursuant to this Base Indenture and the applicable Series Supplement.

“Series Supplement” means a supplement to this Base Indenture in conjunction with the issuance of a Series of Notes complying (to the extent applicable) with the terms of Section 2.03 (Series Supplement for Each Series) of this Base Indenture.

“Servicer” means Midland Loan Services, a division of PNC Bank, National Association, as servicer under the Servicing Agreement, and any successor thereto.

“Servicer Termination Event” has the meaning set forth in the Servicing Agreement. “Services” has the meaning set forth in the Management Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of the Closing Date, by and among the Master Issuer, the other Securitization Entities party thereto, the Manager, the Servicer and the Trustee, as amended, supplemented or otherwise modified from time to time.

“Servicing Fees” has the meaning set forth in the Servicing Agreement.

“Servicing Standard” has the meaning set forth in the Servicing Agreement.

“Single Employer Plan” means any Pension Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Software” has the meaning set forth in the definition of “Intellectual Property.”

“Specified Bankruptcy Opinion Provisions” means the provisions contained in the legal opinion(s) delivered in connection with the issuance of each Series of Notes relating to the non-substantive consolidation of the Securitization Entities with Jersey Mike’s Franchise Systems, Inc.

“Specified Indenture Trust Accounts” shall mean the Senior Notes Interest Payment Account, the Class A-1 Notes Commitment Fees Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account, the Senior Notes Post-ARD Contingent Interest Account, the Senior Subordinated Notes Post-ARD Contingent Interest Account, the Subordinated Notes Post-ARD Contingent Interest Account, the Hedge Payment Account, the Vendor Program Payment Reserve Account and the Cash Trap Reserve Account.

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“Subclass” means, with respect to any Class of any Series of Notes, any one of the subclasses of Notes of such Class as specified in the Series Supplement for such Series.

“Subordinated Notes” means any issuance of Notes under the Indenture by the Master Issuer that are part of a Class with an alphanumerical designation that contains any letter from “M” through “Z” of the alphabet, together with all Subclasses or Tranches thereof.

“Subordinated Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Subordinated Notes Outstanding, the amount identified as “Subordinated Notes Accrued Quarterly Interest Amount” in the Series Supplement for such Series.

“Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Subordinated Notes Outstanding, the amount identified as “Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.

“Subordinated Notes Accrued Quarterly Scheduled Principal Amount” means, with respect to each Weekly Allocation Date, and with respect to all Subordinated Notes Outstanding, the aggregate amounts identified as the “Subordinated Notes Accrued Quarterly Scheduled Principal Amount” in each Series Supplement for such Series.

“Subordinated Notes Interest Payment Account” has the meaning set forth in Section 5.08(a)(iii) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Subordinated Notes Post-ARD Contingent Interest Account” has the meaning set forth in Section 5.08(a)(x) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Subordinated Notes Principal Payment Account” has the meaning set forth in Section 5.08 (a)(vii) (Collection Account Administrative Accounts–Establishment of Collection Account Administrative Accounts) of this Base Indenture.

“Subordinated Notes Provisions” means, with respect to the issuance of any Series of Notes that includes Subordinated Notes, the terms of such Subordinated Notes will include the following provisions: (a) if there is an Extension Period in effect with respect to the Senior Notes issued on the Closing Date, the principal of any Subordinated Notes will not be permitted to be repaid out of the Priority of Payments unless such Senior Notes are no longer Outstanding, (b) if the Senior Notes issued on the Closing Date are refinanced on or prior to the Series Anticipated Repayment Date of such Senior Notes and any such Subordinated Notes having a Series Anticipated Repayment Date on or before the Series Anticipated Repayment Date of such Senior Notes are not refinanced on or prior to the Series Anticipated Repayment Date of such Senior Notes, such Subordinated Notes will begin to amortize on the date that the Senior Notes are refinanced pursuant to a Scheduled Principal Payment schedule to be set forth in the Series Supplement for such Series and (c) if the Senior Notes issued on the Closing Date are not refinanced on or prior to the Quarterly Payment Date following the seventh anniversary of the Closing Date, such Subordinated Notes will not be permitted to be refinanced.

“Subordinated Notes Quarterly Interest Amount” means for each Quarterly Payment Date, with respect to each Class of Subordinated Notes Outstanding, the aggregate amounts identified as the “Subordinated Notes Quarterly Interest Amount” in the Series Supplement for such Series.

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“Subordinated Notes Quarterly Interest Shortfall” has the meaning set forth in Section 5.14(f)(iii) (Quarterly Payment Date Applications–Subordinated Notes Interest Payment Account) of this Base Indenture.

“Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” means, for each Quarterly Payment Date, with respect to each Class of Subordinated Notes Outstanding, the amounts identified as the “Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.

“Subordinated Notes Quarterly Scheduled Principal Amounts” means, with respect to each Class of Subordinated Notes Outstanding, each Scheduled Principal Payment with respect to such Class of Subordinated Notes.

“Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” means with respect to each Weekly Allocation Date, and with respect to all Subordinated Notes Outstanding, the aggregate amounts identified as the “Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” in each Series Supplement for such Series.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary Guarantors” means, collectively, the Franchisor, FoodCo and the Additional Securitization Entities.

“Successor Manager” means any successor to the Manager selected by the Control Party (at the direction of the Controlling Class Representative) upon the resignation or removal of the Manager pursuant to the terms of the Management Agreement.

“Successor Manager Transition Expenses” means all costs and expenses incurred by a Successor Manager in connection with the termination, removal and replacement of the Manager under the Management Agreement.

“Successor Servicer Transition Expenses” means all costs and expenses incurred by a successor Servicer in connection with the termination, removal and replacement of the Servicer under the Servicing Agreement.

“Supplement” means either a supplement to this Base Indenture or a supplement to a Series Supplement, as applicable and in each case, complying (to the extent applicable) with the terms of Article XIII (Amendments) of this Base Indenture.

“Supplemental Management Fee” means for each Weekly Allocation Date with respect to any Quarterly Collection Period the amount (if any) by which, with respect to such Quarterly Collection Period, (A) the sum of (i) the expenses incurred or other amounts charged by the Manager (or the Back-Up Manager, as applicable) since the beginning of such Quarterly Collection Period in connection with the performance of the Manager’s (or the Back-Up Manager’s, as applicable) obligations under the Management Agreement, approved in writing by the Control Party acting at the direction of the Controlling

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Class Representative and (ii) so long as Jersey Mike’s Franchise Systems, Inc. (or, if Jersey Mike’s Franchise Systems, Inc. is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) is then acting as Manager, any current or projected Tax Payment Deficiency, if applicable, approved in writing by the Control Party (with such approval not to be unreasonably withheld) exceeds (B) the Weekly Management Fees received and to be received by the Manager (or the Back-Up Manager, as applicable) on such Weekly Allocation Date and each preceding Weekly Allocation Date with respect to such Quarterly Collection Period.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Systemwide Sales” means, with respect to any Quarterly Calculation Date, Royalty Sales (which will be permitted to include estimated Royalty Sales of up to 5.0% of the total) of the Franchised Restaurants and Non-Securitization Entity Restaurants for the four (4) calendar quarters ended immediately prior to such Quarterly Calculation Date.

“Tax” means (i) any U.S. federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, documentary, property, franchise, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or other tax of any kind whatsoever, including any interest, penalty, fine, assessment or addition thereto and (ii) any transferee liability in respect of any items described in clause (i) above.

“Tax Lien Reserve Amount” means any funds contributed by Jersey Mike’s Franchise Systems, Inc. or a Subsidiary thereof to satisfy Liens filed by the IRS pursuant to Section 6323 of the Code against any Securitization Entity.

“Tax Opinion” means an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to be delivered in connection with the issuance of each new Series of Notes (other than Class A-1 Notes except as required under the Variable Funding Note Purchase Agreement) to the effect that, for U.S. federal income tax purposes, (a) the issuance of such new Series of Notes will not affect adversely the U.S. federal income tax characterization of any Series of Notes Outstanding or Class thereof that was (based upon an Opinion of Counsel) treated as debt at the time of their issuance, (b) each Securitization Entity organized in the United States in existence as of the date of the delivery of such opinion (other than any Additional Securitization Entity that is a corporation) (i) will as of the date of issuance be treated as a disregarded entity for U.S. federal income tax purposes and (ii) will not as of the date of issuance be classified as a corporation or as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (c) such new Series of Notes will as of the date of issuance be treated as debt for U.S. federal income tax purposes.

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“Tax Payment Deficiency” means any Tax liability of Jersey Mike’s Franchise Systems, Inc. (or, if Jersey Mike’s Franchise Systems, Inc. is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) (including Taxes imposed under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law)) attributable to the operations of the Securitization Entities that the Manager determines cannot be satisfied by Jersey Mike’s Franchise Systems, Inc. (or such other taxable parent entity) from its available funds.

“Technology Fees” means fees for the sale of certain hardware and the use of certain software, certain POS support fees and secure network fees as set forth in the Franchise Documents or as otherwise determined by the Manager to be required to be paid by Franchisees and the Non-Securitization Entities operating Non-Securitization Entity Restaurants.

“Technology Vendor Arrangements” means contracts and other arrangements pursuant to which certain third-party vendors are providing or will provide technology-related services.

“Trade Secrets” has the meaning set forth in the definition of “Intellectual Property.”

“Trademarks” means all trademarks, service marks, trade names, trade dress, designs, logos, slogans and other indicia of source or origin, whether registered or unregistered, registrations and pending applications to register the foregoing, internet domain names, and all goodwill of any business connected with the use of or symbolized thereby.

“Tranche” means, with respect to any Class of Notes, any one of the tranches of Notes of such Class as specified in the Series Supplement for such Series.

“Trust Officer” means any officer within the corporate trust department of the Trustee, including any Vice President, Assistant Vice President or Assistant Treasurer of the Corporate Trust Office, or any trust officer, or any officer customarily performing functions similar to those performed by the person who at the time will be such officers, in each case having direct responsibility for the administration of this Indenture, and also any officer to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject.

“Trustee” means the party named as such in the Indenture until a successor replaces it in accordance with the applicable provisions of the Indenture and thereafter means the successor serving thereunder. On the Closing Date, the Trustee shall be Citibank, N.A., a national banking association.

“Trustee Accounts” has the meaning set forth in Section 5.10(a) (Trustee as Securities Intermediary) of this Base Indenture.

“U.S. Dollars” or “$” refers to lawful money of the United States of America.

“UCC” means the Uniform Commercial Code as in effect from time to time in the specified jurisdiction or any applicable jurisdiction, as the case may be.

“United States” or “U.S.” means the fifty States of the United States of America, the territories and possessions of the United States of America, and the District of Columbia.

“Unrestricted Cash” means as of any date, unrestricted cash and Eligible Investments owned by the Non-Securitization Entities that are not, and are not presently required under the terms of any agreement or other arrangement binding any Non-Securitization Entity on such date to be, (a) pledged to or held in one or more accounts under the control of one or more creditors of any Non-Securitization Entity or (b)

ANNEX-A-52

otherwise segregated from the general assets of the Non-Securitization Entities, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of the Non-Securitization Entities. It is agreed that cash and Eligible Investments held in ordinary deposit or security accounts and not subject to any existing or contingent restrictions on transfer by any Non-Securitization Entity will not be excluded from Unrestricted Cash by reason of setoff rights or other Liens created by law or by applicable Account Agreements in favor of the depositary institutions or security intermediaries.

“Variable Funding Note Purchase Agreement” means any note purchase agreement entered into by the Master Issuer in connection with the issuance of Class A-1 Notes that is identified as a “Variable Funding Note Purchase Agreement” in the Series Supplement for such Series.

“Vendor Arrangements” means, collectively, Restaurant Vendor Arrangements and Technology Vendor Arrangements.

“Vendor Program Payment Reserve Account” means the reserve account no. 12440100 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Vendor Program Payment Reserve Account”, which account is maintained by the Trustee for the purpose of reserving the Large Securitized Vendor Program Payment Reserve Amount on any day that a Large Securitized Vendor Program Payment is received and a Vendor Program Payment Reserve Period is in effect, or any successor securities account established pursuant to this Base Indenture.

“Vendor Program Payment Reserve Period” means any period that begins on and includes any Quarterly Payment Date on which the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than 2.50x and ends on and excludes the Vendor Program Payment Reserve Release Date.

“Vendor Program Payment Reserve Release Date” means the first Quarterly Payment Date on which the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is equal to or exceeds 2.50x.

“VFN Noteholders” has the meaning specified in Section 11.05(b) (Note Owner List) of this Base Indenture.

“Warm Back-Up Management Duties” has the meaning set forth in the Back-Up Management Agreement.

“Warm Back-Up Management Trigger Event” means the occurrence and continuation of (i) any event that causes a Cash Trapping Period to begin and that continues for at least two (2) consecutive Quarterly Calculation Dates, (ii) a Rapid Amortization Event, in each case, that has not been waived or approved by the Control Party (at the direction of the Controlling Class Representative), provided that any Rapid Amortization Event pursuant to clause (ii) of the definition thereof shall not be a Warm Back-Up Management Trigger Event unless such Rapid Amortization Event has not been cured within six (6) months from the date of such Rapid Amortization Event, (iii) a Potential Rapid Amortization Event for which notice has been delivered, (iv) a Potential Manager Termination Event for which notice has been delivered or (v) an Event of Default and/or a Default for which notice has been delivered.

“Weekly Allocation Date” means (x) the last Business Day of the week following the last day of each Weekly Collection Period or (y) upon not less than two (2) Business Days’ notice to the Trustee, such other Business Day during such week that has been designated by the Manager and consented to by the Trustee (such consent not to be unreasonably withheld), commencing no later than January 10, 2020.

ANNEX-A-53

“Weekly Allocation Percentage” means, with respect to any Weekly Collection Period, at the option of the Master Issuer as designated by the Master Issuer in the relevant Weekly Manager’s Certificate either (a) a percentage that is at least ten percent (10%) or (b) the percentages designated by the Master Issuer in the relevant Weekly Manager’s Certificate for such Weekly Collection Period, each such percentage to be not less than the percentage required to cause the Required Balance to be on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account or the Senior Notes Post-ARD Contingent Interest Account, as applicable, for such Weekly Collection Period.

“Weekly Collection Period” means each weekly period commencing at 12:00 a.m. (Eastern time) on each Monday and ending at 11:59 p.m. (Eastern time) on the following Sunday, except that the first such period will be from 12:00 a.m. (Eastern time) on the Cut-Off Date to 11:59 p.m. (Eastern time) on January 5, 2020.

“Weekly Management Fee” has the meaning set forth in the Management Agreement.

“Weekly Manager’s Certificate” has the meaning set forth in Section 4.01(a) (Reports and Instructions to Trustee–Weekly Manager’s Certificate) of this Base Indenture.

“Welfare Plan” means any “employee welfare benefit plan” as such term is defined in Section 3(1) of ERISA.

“Workout Fees” has the meaning set forth in the Servicing Agreement.

ANNEX-A-54

Exhibit 4.2

Dated as of December 9, 2021

Series 2021-1 Supplement

to the

Base Indenture

$250,000,000 Series 2021-1 2.891% Fixed Rate Senior Secured Notes, Class A-2-I

$250,000,000 Series 2021-1 2.493% Fixed Rate Senior Secured Notes, Class A-2-II

between

Jersey Mike’s Funding, LLC,

as Master Issuer

and

Citibank, N.A.,

as Trustee and Series 2021-1 Securities Intermediary

Table of Contents


		Page

ARTICLE I DEFINITIONS		1

ARTICLE II SERIES 2021-1 ALLOCATIONS; PAYMENTS		2

Section 2.01	Allocations with Respect to the Series 2021-1 Notes	2
Section 2.02	Weekly Allocation Date Applications; Quarterly Payment Date Applications	2
Section 2.03	Certain Distributions from the Series 2021-1 Distribution Account and the Collection Account	2
Section 2.04	Series 2021-1 Class A-2 Notes Interest.	2
Section 2.05	Payment of Series 2021-1 Note Principal	3
Section 2.06	Series 2021-1 Distribution Account	8
Section 2.07	Trustee as Securities Intermediary	8
Section 2.08	Manager	9
Section 2.09	Replacement of Ineligible Accounts	9

ARTICLE III FORM OF SERIES 2021-1 NOTES		10

Section 3.01	Issuance of Series 2021-1 Class A-2 Notes	10
Section 3.02	Transfer Restrictions of Series 2021-1 Class A-2 Notes	11
Section 3.03	Note Owner Representations and Warranties	15
Section 3.04	Limitation on Liability	17

ARTICLE IV GENERAL		17

Section 4.01	Information	17
Section 4.02	Exhibits	18
Section 4.03	Ratification of Base Indenture	18
Section 4.04	Certain Notices to the Rating Agency	18
Section 4.05	Prior Notice by Trustee to the Controlling Class Representative and Control Party	18
Section 4.06	Counterparts	18
Section 4.07	Governing Law	18
Section 4.08	Amendments	18
Section 4.09	Termination of Series Supplement	18
Section 4.10	Entire Agreement	18
Section 4.11	1934 Act	18
Section 4.12	Notices	19
Section 4.13	Electronic Signatures and Transmission	19

(i)


ANNEXES

Annex A	Series 2021-1 Supplemental Definitions List

EXHIBITS
Exhibit A-1-1:	Form of Rule 144A Global Series 2021-1 Class A-2 Notes
Exhibit A-1-2:	Form of Temporary Regulation S Global Series 2021-1 Class A-2 Notes
Exhibit A-1-3:	Form of Permanent Regulation S Global Series 2021-1 Class A-2 Notes Exhibit
B-1:	Form of Transferee Certificate – Rule 144A Global Notes to Temporary Regulation S Global Notes
Exhibit B-2:	Form of Transferee Certificate – Rule 144A Global Notes to Permanent Regulation S Global Notes
Exhibit B-3:	Form of Transferee Certificate – Regulation S Global Notes to Rule 144A Global Notes
Exhibit C:	Form of Quarterly Noteholders’ Report

(ii)

SERIES 2021-1 SUPPLEMENT, dated as of December 9, 2021 (this “Series Supplement”), by and between JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2021-1 Securities Intermediary, to the Base Indenture, dated as of December 23, 2019 (the “Initial Closing Date”), by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended by the First Supplement to Base Indenture, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, Sections 2.02 (Notes Issuable in Series), 2.03 (Series Supplement for Each Series) and 13.01 (Without Consent of the Control Party, the Controlling Class Representative or the Noteholders) of the Base Indenture provide, among other things, that the Master Issuer and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture) upon satisfaction of the conditions set forth therein; and

WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2021-1 Notes. On the Series 2021-1 Closing Date, the following Classes of Notes of such Series will be issued: (a) Series 2021-1 2.891% Fixed Rate Senior Secured Notes, Class A-2-I (as referred to herein, the “Series 2021-1 Class A-2-I Notes”) and (b) Series 2021-1 2.493% Fixed Rate Senior Secured Notes, Class A-2-II (as referred to herein, the “Series 2021-1 Class A-2-II Notes”, and together with the Series 2021-1 Class A-2-1 Notes, the “2021-1 Class A-2 Notes” or the “Series 2021-1 Notes”). For purposes of the Base Indenture and this Series Supplement, the Series 2021-1 Class A-2 Notes shall be deemed to be a Class of “Senior Notes”. There will be no Class A-1 Notes issued on the Series 2021-1 Closing Date.

ARTICLE I

DEFINITIONS

All capitalized terms used herein (including in the preamble and the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Series 2021-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2021-1 Supplemental Definitions List”) as such Series 2021-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. All capitalized terms not otherwise defined herein or therein shall have the meanings assigned thereto in the Base Indenture or Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture or Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein). Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2021-1 Notes and not to any other Series of Notes issued by the Master Issuer. The rules of construction set forth in Section 1.04 (Rules of Construction) of the Base Indenture shall apply for all purposes under this Series Supplement.

ARTICLE II

SERIES 2021-1 ALLOCATIONS; PAYMENTS

With respect to the Series 2021-1 Notes only, the following shall apply:

Section 2.01 Allocations with Respect to the Series 2021-1 Notes. On the Series 2021-1 Closing Date, a portion of the net proceeds from the initial sale of the Series 2021-1 Notes will be deposited into the Senior Notes Interest Reserve Account in an amount equal to $3,365,000. The remainder of the net proceeds from the sale of the Series 2021-1 Notes shall be paid to, or at the direction of, the Master Issuer.

Section 2.02 Weekly Allocation Date Applications; Quarterly Payment Date Applications. On each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2021-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

Section 2.03 Certain Distributions from the Series 2021-1 Distribution Account and the Collection Account. On each Quarterly Payment Date, based solely upon the most recent Quarterly Noteholders’ Report, and in the order of priority of such amounts set forth in the Priority of Payments, the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture, remit to the Series 2021-1 Class A-2 Noteholders from the Series 2021-1 Distribution Account, the amounts deposited in the Series 2021-1 Distribution Account in accordance with the Base Indenture for the payment of interest, principal (to the extent applicable) and other amounts in respect of the Series 2021-1 Class A-2 Notes on such Quarterly Payment Date.

Notwithstanding anything to the contrary herein or in the Base Indenture, except as (i) provided under Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under Section 2.05(c)(ii) (Payment of Series 2021-1 Note Principal—Payment of Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2021-1 Class A-2 Notes) on Quarterly Payment Dates with respect to which the Series 2021-1 Non-Amortization Test has been satisfied, each payment in respect of the Series 2021-1 Class A-2 Notes shall be distributed among the Tranches (A) based upon such amounts due with respect to interest on, principal of or otherwise with respect to such Tranches as provided hereunder; provided, that, in each case, any shortfall in such payment amount shall be allocated ratably based on the Series 2021-1 Class A-2 Outstanding Principal Amount of each Tranche; or (B) if not explicitly provided hereunder, ratably based on the Series 2021-1 Class A-2 Outstanding Principal Amount of each Tranche; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders of a Tranche shall be ratably allocated among the Noteholders within each applicable Tranche based on their respective portion of the Series 2021-1 Class A-2 Outstanding Principal Amount of such Tranche.

Section 2.04 Series 2021-1 Class A-2 Notes Interest.

(a)

Series 2021-1 Class A-2 Notes Interest. From the Series 2021-1 Closing Date until the Series 2021-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2021-1 Class A-2 Outstanding Principal Amount with respect to a Tranche has been paid in full), the Series 2021-1 Class A-2 Outstanding Principal Amount with respect to such Tranche (after giving effect to all payments of principal made to Series 2021-1 Class A-2 Noteholders as of the first day of each Interest Accrual Period, or if such day is not a Quarterly Payment Date, as of the following Quarterly Payment Date, and also giving effect to repurchases and cancellations of Series 2021-1 Class A-2 Notes during such Interest Accrual Period) shall accrue interest at the Series 2021-1 Class A-2 Note Rate for such Tranche. Such accrued interest shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, commencing on May 15, 2022; provided that in any event all accrued but unpaid interest on the Series 2021-1 Class A-2 Outstanding Principal Amount shall be due and payable in full on the Series 2021-1 Legal Final Maturity Date, on any Series 2021-1 Prepayment Date with respect to a prepayment in full of

such Tranche or on any other day on which all of the Series 2021-1 Class A-2 Outstanding Principal Amount of such Tranche is required to be paid in full. To the extent any interest accruing at the Series 2021-1 Class A-2 Note Rate for any Tranche is not paid on a Quarterly Payment Date when due, such unpaid interest (net of all Debt Service Advances with respect thereto, a “Class A-2 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2021-1 Class A-2 Note Rate for such Tranche. All computations of interest at the Series 2021-1 Class A-2 Note Rate shall be made on the basis of a year of 360 days and twelve 30-day months.

(b)

Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest.

(i) Post-ARD Contingent Interest. From and after the Series 2021-1 Anticipated Repayment Date, as applicable to each Tranche, until the Series 2021-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2021-1 Class A-2 Outstanding Principal Amount with respect to such Tranche has been paid in full), additional interest (“Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest”) shall accrue on such Tranche at a per annum rate equal to the rate determined by the Servicer to be the greater of (A) 5.00% per annum and (B) a rate equal to the amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2021-1 Anticipated Repayment Date for such Tranche of the United States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) (1) with respect to the Series 2021-1 Class A-2-I Notes, 2.891% and (2) with respect to the Series 2021-1 Class A-2-II Notes 2.493%, exceeds (b) such Tranche’s applicable Series 2021-1 Class A-2 Note Rate. In addition, regular interest shall continue to accrue at the Tranche’s Series 2021-1 Class A-2 Note Rate from and after such Tranche’s Series 2021-1 Anticipated Repayment Date. All computations of Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be made on the basis of a 360-day year of twelve 30-day months.

(ii) Payment of Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest. Any Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be due and payable on any applicable Quarterly Payment Date as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available. For the avoidance of doubt, Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest shall accrue and be payable in addition to the interest accrued on the applicable Tranche at the applicable Series 2021-1 Class A-2 Note Rate. The failure to pay any Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest on any Quarterly Payment Date (including on the Series 2021-1 Legal Final Maturity Date) in excess of available amounts in accordance with the foregoing will not be an Event of Default and interest will not accrue on any unpaid portion thereof.

(c)

Series 2021-1 Class A-2 Initial Interest Accrual Period. The initial Interest Accrual Period for the Series 2021-1 Class A-2 Notes shall commence on the Series 2021-1 Closing Date and end on (but exclude) May 15, 2022.

Section 2.05 Payment of Series 2021-1 Note Principal.

(a)

Series 2021-1 Notes Principal Payment at Legal Maturity. The Series 2021-1 Class A-2 Outstanding Principal Amount shall be due and payable on the applicable Series 2021-1 Legal Final Maturity Date. The Series 2021-1 Class A-2 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 2.05 (Payment of Series 2021-1 Note Principal).

(b)

Series 2021-1 Class A-2 Anticipated Repayment Date. The “Series 2021-1 Anticipated Repayment Date” means, (i) with respect to the Series 2021-1 Class A-2-I Notes, the Quarterly Payment Date occurring in February 2027 and (ii) with respect to the Series 2021-1 Class A-2-II Notes, the Quarterly Payment date occurring in February 2029.

(c)

Payment of Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2021-1 Class A-2 Notes.

(i) Class A-2 Accrued Quarterly Scheduled Principal Amounts will be allocated on each Weekly Allocation Date in accordance with the Priority of Payments, in the amount so available, and failure to pay any Class A-2 Accrued Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing shall not be an Event of Default.

(ii) Quarterly Scheduled Principal Amounts shall be due and payable with respect to each Tranche on each Quarterly Payment Date prior to the applicable Series 2021-1 Anticipated Repayment Date, commencing on the Quarterly Payment Date in May 2022, in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing will not be an Event of Default; provided that Quarterly Scheduled Principal Amounts shall only be due and payable on a Quarterly Payment Date with respect to a Tranche if the Series 2021-1 Non-Amortization Test is not satisfied with respect to such Quarterly Payment Date; provided, further that if the Series 2021-1 Non-Amortization Test is satisfied, the Master Issuer may, at its option, prior to the applicable Series 2021-1 Anticipated Repayment Date for such Tranche, pay all or any part of such Quarterly Scheduled Principal Amounts with respect to such Tranche on such Quarterly Payment Date.

(iii) On each Weekly Allocation Date and each Quarterly Payment Date, the Quarterly Scheduled Principal Deficiency Amount, if any, with respect to such Weekly Allocation Date or Quarterly Payment Date shall be allocated or due and payable, respectively, as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Deficiency Amounts in excess of available amounts in accordance with the foregoing shall not be an Event of Default.

(d)

Series 2021-1 Mandatory Payments of Principal. During any Rapid Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the Series 2021-1 Notes (sequentially, in alphanumerical order of Class A Notes) as and when amounts are made available for payment thereof (x) on any related Weekly Allocation Date in accordance with the Priority of Payments and (y) on such Quarterly Payment Date in accordance with Section 5.13 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, together with any Series 2021-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 2.05(e) (Payment of Series 2021-1 Note Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments) of this Series Supplement; provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2021-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2021-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments. Such payments shall be ratably allocated among the Series 2021-1 Class A-2 Noteholders within each applicable Tranche, based on their respective portion of the Series 2021-1 Class A-2 Outstanding Principal Amount of such Tranche.

(e)

Series 2021-1 Class A-2 Make-Whole Prepayment Premium Payments. In connection with any (i) mandatory prepayment of any Series 2021-1 Class A-2 Notes made during a Rapid Amortization Period pursuant to Section 2.05(d) (Payment of Series 2021-1 Note Principal—Series 2021-1 Mandatory Payments of Principal), (ii) prepayments funded with Asset Disposition Proceeds pursuant to Section 2.05(j) (Payment of Series 2021-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) or (iii) any optional prepayment of any Series 2021-1 Class A-2 Notes or a Tranche made pursuant to Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) (each, a “Series 2021-1 Class A-2 Prepayment”), in each case prior to (I) with respect to the Series 2021-1 Class A-2-I Notes, the Quarterly Payment Date in the 24th month prior to the Series 2021-1 Anticipated Repayment Date for such Tranche and (II) with respect to the Series 2021-1 Class A-2-II Notes, the Quarterly Payment Date in the 36th month prior to the Series 2021-1 Anticipated Repayment Date for such Tranche (as applicable, the “Make-Whole End Date”), the Master Issuer shall pay, in the manner described herein, the Series 2021-1 Class A-2 Make-Whole Prepayment Premium; provided that no such Series 2021-1 Class A-2 Make-Whole Prepayment Premium shall be

payable in connection with (A) any prepayment funded by Indemnification Amounts or Insurance/Condemnation Proceeds or (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2021-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts.

(f)

Optional Prepayment of Series 2021-1 Class A-2 Notes. In addition to any right to optionally prepay any or all of the Notes in accordance with the Base Indenture, including Section 5.14(p) (Quarterly Payment Date Applications) of the Base Indenture, and subject to Section 2.05(e) (Payment of Series 2021-1 Note Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments) and Section 2.05(g) (Payment of Series 2021-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding Principal Amount of either or both of the Tranches in whole or in part on any Business Day or on any date a mandatory prepayment may be made and that is specified as the Series 2021-1 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part of any Tranche pursuant to this Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) in a principal amount for any single prepayment in part of less than $1 million on any Business Day (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2021-1 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the Tranches to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account that is allocable to the Tranches to be prepaid is sufficient to pay any Series 2021-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 2.05(e) (Payment of Series 2021-1 Note Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments), in each case, payable on the relevant Series 2021-1 Class A-2 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the Tranche(s) to be prepaid is sufficient to pay the Class A-2 Quarterly Interest to but excluding the relevant Series 2021-1 Prepayment Date relating to the Outstanding Principal Amount of the Tranche(s) to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2021-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Post-ARD Contingent Interest Account that is allocable to the Series 2021-1 Class A-2 Notes is sufficient to pay the Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2021-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2021-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been either paid in the case of clause (B)(y) or deposited to the Series 2021-1 Distribution Account pursuant to Section 2.05(h) (Payment of Series 2021-1 Note Principal—Series 2021-1 Prepayments); and (iii) the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer may prepay either or both of the Tranche(s) of Series 2021-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

(g)

2021-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2021-1 Class A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2021-1 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2021-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 2.05(f) Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be transmitted by email to (A) each Series 2021-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2021-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2021-1 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2021-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2021-1 Prepayment Date.

(h)

Series 2021-1 Prepayments. On each Series 2021-1 Prepayment Date with respect to any Series 2021-1 Prepayment, the Series 2021-1 Prepayment Amount and the Series 2021-1 Class A-2 Make-Whole Prepayment Premium, if any, shall be due and payable. The Master Issuer shall pay the Series 2021-1 Prepayment Amount together with the applicable Series 2021-1 Class A-2 Make-Whole Prepayment Premium, if any, by depositing such amounts in the applicable Indenture Trust Accounts in accordance with the Priority of Payments or the applicable Series 2021-1 Distribution Account pursuant to Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes), in each case, on or prior to the related Series 2021-1 Prepayment Date to be distributed in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, Section 2.03 (Certain Distributions from the Series 2021-1 Distribution Account and the Collection Account), or Section 2.05(k) (Payment of Series 2021-1 Note Principal—Distributions of Series 2021-1 Class A-2 Optional Prepayment), as applicable.

(i)

Prepayment Premium Not Payable. For the avoidance of doubt, there is no Series 2021-1 Class A-2 Make-Whole Prepayment Premium for any Tranche payable as a result of (i) the application of Indemnification Amounts or Insurance/Condemnation Proceeds allocated to the Series 2021-1 Class A-2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2021-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts and (iii) any prepayment on or after the Make-Whole End Date for such Tranche.

(j)

Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 2.05(j) (Payment of Series 2021-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2021-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2021-1 Class A-2 Make-Whole Prepayment Premium in accordance with the Priority of Payments.

(k)

Distributions of Series 2021-1 Class A-2 Optional Prepayment. On the Series 2021-1 Prepayment Date for a Series 2021-1 Class A-2 Prepayment to be made pursuant to Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) for a Tranche, the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture (except that notwithstanding anything to the contrary therein, in the case of a prepayment to be made on a date that is not a Quarterly Payment Date, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2021-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely on either a written report which shall be provided by the Master Issuer to the Trustee or the applicable Quarterly Noteholders’ Report, as applicable, distribute to the Series 2021-1 Class A-2 Noteholders of record for such Tranche on the preceding Prepayment Record Date the amount deposited in the Series 2021-1 Distribution Account pursuant to Section 2.05(h) (Payment of Series 2021-1 Note Principal—Series 2021-1 Prepayments) with respect to such Series 2021-1 Class A-2 Prepayment, in order to repay the applicable portion of the Series 2021-1 Class A-2 Outstanding Principal Amount of such Tranche. All accrued and unpaid interest on the Series 2021-1 Class A-2 Outstanding Principal Amount prepaid and any related Series 2021-1 Class A-2 Make-Whole Prepayment Premium due to the Series 2021-1 Class A-2 Noteholders shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments.

(l)

Series 2021-1 Notices of Final Payment. The Master Issuer shall notify the Trustee, the Servicer and the Rating Agency on or before the Prepayment Record Date preceding the Series 2021-1 Prepayment Date that will be the Series 2021-1 Final Payment Date; provided, however, that with respect to any Series 2021-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Master Issuer shall not be obligated to provide any additional notice to the Trustee or the Rating Agency of such Series 2021-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 2.05(g) (Payment of Series 2021-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement. The Trustee shall provide any written notice required under this Section 2.05(l) (Payment of Series 2021-1 Note Principal—Series 2021-1 Notices of Final Payment) to each Person in whose name a Series 2021-1 Note is registered at the close of business on such Prepayment Record Date of the Series 2021-1 Prepayment Date that will be the Series 2021-1 Final Payment Date. Such written notice to be sent to the Series 2021-1 Class A-2 Noteholders shall be made at the expense of the Master Issuer and shall be mailed by the Trustee within five (5) Business Days of receipt of notice from the Master Issuer indicating that the Series 2021-1 Final Payment will be made and shall specify that such Series 2021-1 Final Payment will be payable only upon presentation and surrender of the Series 2021-1 Notes and shall specify the place where the Series 2021-1 Notes may be presented and surrendered for such Series 2021-1 Final Payment.

(m)

Tranche Defeasance. The Master Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of a particular Tranche (the “Defeased Tranche”) as provided hereunder, may terminate all of its Obligations under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Defeased Tranche; provided that the conditions set forth under Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) (other than the conditions set forth under Section 12.01(c)(ii) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance)) of the Base Indenture with respect to the Defeased Tranche have been satisfied; provided that no amounts in respect of any other Tranche shall be required to be paid in accordance with Section 12.01(c)(1) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) of the Base Indenture.

Section 2.06 Series 2021-1 Distribution Account.

(a)

Establishment of Series 2021-1 Distribution Account. The Master Issuer has established with the Trustee the Series 2021-1 Distribution Account in the name of the Trustee for the benefit of the Series 2021-1 Class A-2 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2021-1 Class A-2 Noteholders. The Series 2021-1 Distribution Account shall be an Eligible Account. Initially, the Series 2021-1 Distribution Account will be established with the Trustee.

(b)

Series 2021-1 Distribution Account Constitutes Additional Collateral for Series 2021-1 Class A-2 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2021-1 Class A-2 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2021-1 Class A-2 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2021-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2021-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2021-1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2021-1 Distribution Account Collateral”).

(c)

Termination of Series 2021-1 Distribution Account. On or after the date on which all accrued and unpaid interest on and principal of all Outstanding Series 2021-1 Class A-2 Notes have been paid, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2021-1 Distribution Account all amounts on deposit therein for distribution pursuant to the Priority of Payments and all Liens with respect to Series 2021-1 Distribution Account created in favor of the Trustee for the benefit of the Series 2021-1 Class A-2 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2021-1 Class A-2 Noteholders’ security interest in the Series 2021-1 Distribution Account Collateral.

Section 2.07 Trustee as Securities Intermediary. (a) The Trustee or other Person holding the Series 2021-1 Distribution Account shall be the “Series 2021-1 Securities Intermediary”. If the Series 2021-1 Securities Intermediary in respect of the Series 2021-1 Distribution Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2021-1 Securities Intermediary set forth in this Section 2.07 (Trustee as Securities Intermediary).

(b)

The Series 2021-1 Securities Intermediary agrees that:

(i) The Series 2021-1 Distribution Account is an account to which Financial Assets will or may be credited;

(ii) The Series 2021-1 Distribution Account is a “securities account” within the meaning of Section 8-501 of the New York UCC and the Series 2021-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to the Series 2021-1 Distribution Account shall be registered in the name of the Series 2021-1 Securities Intermediary, indorsed to the Series 2021-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2021-1 Securities Intermediary, and in no case will any Financial Asset credited to the Series 2021-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;

(iv) All property delivered to the Series 2021-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2021-1 Distribution Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to the Series 2021-1 Distribution Account shall be treated as a Financial Asset;

(vi) If at any time the Series 2021-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2021-1 Distribution Account, the Series 2021-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person;

(vii) The Series 2021-1 Distribution Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2021-1 Securities Intermediary’s jurisdiction and the Series 2021-1 Distribution Account (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York. The parties further agree that with respect to the Series 2021-1 Distribution Account the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York;

(viii) The Series 2021-1 Securities Intermediary has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2021-1 Distribution Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person, and the Series 2021-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Series 2021-1 Securities Intermediary to comply with entitlement orders as set forth in Section 2.07(b)(vi) (Trustee as Securities Intermediary) of this Series Supplement; and

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2021-1 Distribution Account, neither the Series 2021-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Series 2021-1 Distribution Account or any Financial Asset credited thereto. If the Series 2021-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Series 2021-1 Distribution Account or any Financial Asset carried therein, the Series 2021-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer and the Master Issuer thereof.

(c)

At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2021-1 Distribution Account and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2021-1 Distribution Account; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2021-1 Distribution Account.

Section 2.08 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer. The Series 2021-1 Class A-2 Noteholders by their acceptance of the Series 2021-1 Class A-2 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Series 2021-1 Class A-2 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 2.09 Replacement of Ineligible Accounts. If, at any time, the Series 2021-1 Distribution Account shall cease to be an Eligible Account (a “Series 2021-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining Actual

Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Series 2021-1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Series 2021-1 Distribution Account maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from such Series 2021-1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Series 2021-1 Class A-2 Noteholders, and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee.

FORM OF SERIES 2021-1 NOTES

Section 3.01 Issuance of Series 2021-1 Class A-2 Notes. The Series 2021-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2021-1 Class A-2 Initial Principal Amount on the Series 2021-1 Closing Date by the Master Issuer pursuant to the Series 2021-1 Class A-2 Note Purchase Agreement. The Series 2021-1 Class A-2 Notes will be resold initially only to (A) the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States, to Persons that are QIBs in reliance on Rule 144A and that are not Competitors and (C) outside the United States, to Persons that are neither a U.S. person (as defined in Regulation S, a “U.S. Person”) in reliance on Regulation S nor Competitors. The Series 2021-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2021-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2021-1 Class A-2 Notes. The Applicable Procedures shall apply to transfers of beneficial interests in the Series 2021-1 Class A-2 Notes. The Series 2021-1 Class A-2 Notes shall be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.

(a)

Rule 144A Global Notes. The Series 2021-1 Class A-2 Notes offered and sold in their initial resale in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-1-1 hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 3.01 (Issuance of Series 2021-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2021-1 Class A-2 Notes), the “Rule 144A Global Notes”). The aggregate initial principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided.

(b)

Temporary Regulation S Global Notes and Permanent Regulation S Global Notes. Any Series 2021-1 Class A-2 Notes offered and sold on the Series 2021-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-1-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream. Until such time as the Restricted Period shall have terminated with respect to any Series 2021-1 Class A-2 Note, such Series 2021-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 3.01 (Issuance of Series 2021-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2021-1 Class A-2 Notes), as the “Temporary Regulation S Global Notes”. After such time as the Restricted Period shall have terminated, the Temporary Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, as hereinafter provided (collectively, for purposes of this Section 3.01 (Issuance of Series 2021-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2021-1 Class A-2 Notes), the “Permanent Regulation S Global Notes”). The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.

(c)

Definitive Notes. The Series 2021-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 3.01 (Issuance of Series 2021-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2021-1 Class A-2 Notes) of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 (Definitive Notes) of the Base Indenture and this Section 3.01(c) (Issuance of Series 2021-1 Class A-2 Notes) in accordance with their terms and, upon complete exchange thereof, such Series 2021-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.

Section 3.02 Transfer Restrictions of Series 2021-1 Class A-2 Notes. (a) A Series 2021-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 3.02(a) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) shall not prohibit any transfer of a Series 2021-1 Class A-2 Note that is issued in exchange for a Series 2021-1 Global Note in accordance with Section 2.08 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2021-1 Global Note effected in accordance with the other provisions of this Section 3.02 (Transfer Restrictions of Series 2021-1 Class A-2 Notes).

(b)

The transfer by a Series 2021-1 Note Owner holding a beneficial interest in a Series 2021-1 Class A-2 Note in the form of a Rule 144A Global Note to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Master Issuer as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)

If a Series 2021-1 Note Owner holding a beneficial interest in a Series 2021-1 Class A-2 Note in the form of a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Temporary Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(c) (Transfer Restrictions of Series 2021-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-1 hereto given by the Series 2021-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Rule 144A Global Note, and to increase the principal amount of the Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(d)

If a Series 2021-1 Note Owner holding a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Permanent Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Permanent Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(d) (Transfer Restrictions of Series 2021-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency

Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-2 hereto given by the Series 2021-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A Global Note, and to increase the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(e)

If a Series 2021-1 Note Owner holding a beneficial interest in a Temporary Regulation S Global Note or a Permanent Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(e) (Transfer Restrictions of Series 2021-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Rule 144A Global Note in a principal amount equal to that of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, a certificate in substantially the form set forth in Exhibit B-3 hereto given by such Series 2021-1 Note Owner holding such beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, and to increase the principal amount of the Rule 144A Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Rule 144A Global Note having a principal amount equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)

In the event that a Series 2021-1 Global Note or any portion thereof is exchanged for Series 2021-1 Class A-2 Notes other than Series 2021-1 Global Notes, such other Series 2021-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2021-1 Class A-2 Notes that are not Series 2021-1 Global Notes or for a beneficial interest in a Series 2021-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Master Issuer and the Registrar, which shall be substantially consistent with the provisions of Section 3.02(a) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) through Section 3.02(e) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) and Section 3.02(g) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2021-1 Global Note comply with Rule 144A or Regulation S, as the case may be) and any Applicable Procedures.

(g)

Until the termination of the Restricted Period with respect to any Series 2021-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2021-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 3.02(g) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) shall not prohibit any transfer in accordance with Section 3.02(d) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Permanent Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 3.02 (Transfer Restrictions of Series 2021-1 Class A-2 Notes).

(h)

The Rule 144A Global Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2021-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND JERSEY MIKE’S FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO A PERSON THAT IS NOT A COMPETITOR AND THAT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON THAT IS NEITHER A COMPETITOR NOR A “U.S. PERSON” AS DEFINED IN

REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.

EACH PERSON (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A GLOBAL NOTE WILL BE REQUIRED TO DELIVER THE APPLICABLE TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.

ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY.

[IF THE HOLDER OF THIS NOTE IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER OR THAT IS A COMPETITOR.]1

[IF THE HOLDER OF THIS NOTE IS DETERMINED TO BE A COMPETITOR OR HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER

ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS NOT A “U.S. PERSON” AND THAT IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON THAT IS A “U.S. PERSON” OR THAT IS A COMPETITOR.]2

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

(i)

The Series 2021-1 Class A-2 Notes Temporary Regulation S Global Notes shall also bear the following legend:

UNTIL FORTY (40) DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE 1933 ACT.

1 Applicable to 144A Notes only.

2 Applicable to Reg S Notes only.

(j)

The Series 2021-1 Global Notes issued in connection with the Series 2021-1 Class A-2 Notes shall bear the following legend:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(k)

The required legends set forth above shall not be removed from the Series 2021-1 Class A-2 Notes except as provided herein. The legend required for a Rule 144A Global Note may be removed from such Rule 144A Global Note if there is delivered to the Master Issuer and the Registrar such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Master Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Global Note will not violate the registration requirements of the 1933 Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer (or the Manager on its behalf), shall authenticate and deliver in exchange for such Rule 144A Global Note a Series 2021-1 Class A-2 Note or Series 2021-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Rule 144A Global Note has been removed from a Series 2021-1 Class A-2 Note as provided above, no other Series 2021-1 Class A-2 Note issued in exchange for all or any part of such Series 2021-1 Class A-2 Note shall bear such legend, unless the Master Issuer has reasonable cause to believe that such other Series 2021-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the 1933 Act and instructs the Trustee to cause a legend to appear thereon.

Section 3.03 Note Owner Representations and Warranties. Each Person that becomes a Note Owner of a beneficial interest in a Series 2021-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2021-1 Note as follows: With respect to any sale of Series 2021-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2021-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2021-1 Notes in any such sale will be for its own account or for the account of another QIB.

(b)

With respect to any sale of Series 2021-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2021-1 Notes was originated, it was outside the United States and the offer was made to a Person that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.

(c)

It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2021-1 Notes.

(d)

It understands that the Master Issuer, the Manager and the Servicer may receive a list of participants holding positions in the Series 2021-1 Notes from one or more book-entry depositories.

(e)

It understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee, (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to the Trustee’s password-protected website and (iii) copies of prospective investor confirmations of representations and warranties executed to obtain access to the Noteholder Materials.

(f)

It will provide to each person to which it transfers Series 2021-1 Notes notices of any restrictions on transfer of such Series 2021-1 Notes.

(g)

It understands that (i) the Series 2021-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2021-1 Notes have not been registered under the 1933 Act, (iii) such Series 2021-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person that the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is neither a U.S. Person in a transaction meeting the requirements of Regulation S nor a Competitor and(iv) the purchaser will, and each subsequent holder of a Series 2021-1 Note is required to, notify any subsequent purchaser of a Series 2021-1 Note of the resale restrictions set forth in clause (iii) above.

(h)

It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 3.02(h) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) of this Series Supplement.

(i)

It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Section 3.02(i) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) of this Series Supplement.

(j)

It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 3.02(j) (Transfer Restrictions of Series 2021-1 Class A-2 Notes) of this Series Supplement.

(k)

Either (i) the purchaser or transferee is neither a Plan, nor a governmental, church, non-U.S. or other plan which is subject to Similar Law or (ii) the purchaser’s or transferee’s acquisition, holding and disposition of the Series 2021-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any Similar Law).

(l)

If such purchaser or transferee is a Plan, it understands that it shall be deemed to represent, warrant and agree that (i) none of the Master Issuer, Guarantor, the Initial Purchaser or other party to the securitization transaction or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the Plan (“Plan Fiduciary”), has relied as a primary basis in connection with its decision to invest in the Series 2021-1 Notes, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan in connection with the Plan’s investment in the Series 2021-1 Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2021-1 Notes.

(m)

It understands that any subsequent transfer of the Series 2021-1 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2021-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.

(n)

It is not a Competitor.

Section 3.04 Limitation on Liability. None of the Master Issuer, Jersey Mike’s Franchise Systems, Inc., the Trustee, the Servicer, the Initial Purchaser, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note. None of the Master Issuer, Jersey Mike’s Franchise Systems, Inc., the Trustee, the Servicer, the Initial Purchaser, any Paying Agent or their respective Affiliates shall have any responsibility or liability with respect to any records maintained by the Noteholder with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein.

ARTICLE IV

GENERAL

Section 4.01 Information. On or before each Quarterly Payment Date, the Master Issuer shall furnish, or cause to be furnished, a Quarterly Noteholders’ Report with respect to the Series 2021-1 Notes to the Trustee, substantially in the form of Exhibit C hereto, setting forth, inter alia, the following information with respect to such Quarterly Payment Date:

(a)

the total amount available to be distributed to Series 2021-1 Class A-2 Noteholders on such Quarterly Payment Date and payment instructions with respect thereto;

(b)

the amount of such distribution allocable to the payment of interest on the Series 2021-1 Class A-2 Notes;

(c)

the amount of such distribution allocable to the payment of principal of the Series 2021-1 Class A-2 Notes;

(d)

the amount of such distribution allocable to the payment of any Series 2021-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2021-1 Class A-2 Notes;

(e)

whether, to the Actual Knowledge of the Master Issuer, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event of Default, Potential Manager Termination Event, Manager Termination Event or Servicer Termination Event has occurred as of the related Quarterly Calculation Date or any Cash Trapping Period is in effect, as of such Quarterly Calculation Date;

(f)

the DSCR for such Quarterly Payment Date and the three Quarterly Payment Dates immediately preceding such Quarterly Payment Date;

(g)

the number of Securitized Franchised Restaurants that are open for business as of the last day of the preceding Quarterly Collection Period;

(h)

the amount of Systemwide Sales as of the related Quarterly Calculation Date;

(i)

the amount on deposit in the Vendor Program Payment Reserve Account as of the related Quarterly Calculation Date;

(j)

the amount on deposit in a Concentration Account constituting Area Director Reserve Amounts as of the related Quarterly Calculation Date; and

(k)

the amount on deposit in the Senior Notes Interest Reserve Account (and the availability under any Interest Reserve Letter of Credit relating to the Senior Notes) and the amount on deposit in the Cash Trap Reserve Account, if any, in each case as of the close of business on the last Business Day of the preceding Quarterly Collection Period;

Any Series 2021-1 Class A-2 Noteholder may obtain copies of each Quarterly Noteholders’ Report in accordance with the procedures set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 4.02 Exhibits. The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.

Section 4.03 Ratification of Base Indenture. As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.

Section 4.04 Certain Notices to the Rating Agency. The Master Issuer shall provide to the Rating Agency a copy of each Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.

Section 4.05 Prior Notice by Trustee to the Controlling Class Representative and Control Party. Subject to Section 10.01 (Duties of the Trustee) of the Base Indenture, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the Trustee has given prior written notice thereof to the Controlling Class Representative and the Control Party and obtained the direction of the Control Party (subject to Section 11.04(e) (Control Party) of the Base Indenture, at the direction of the Controlling Class Representative).

Section 4.06 Counterparts. This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 4.07 Governing Law. THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

Section 4.08 Amendments. This Series Supplement may not be modified or amended except (i) with the written consent of the parties hereto and (ii) in accordance with the additional requirements set forth in Article XIII of the Base Indenture.

Section 4.09 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2021-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2021-1 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) the Master Issuer has paid all sums payable hereunder and, without duplication, (iii) the conditions set forth in Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) of the Base Indenture have been satisfied with respect to the Series 2021-1 Notes; provided that any provisions of this Series Supplement required for the Series 2021-1 Final Payment to be made shall survive until the Series 2021-1 Final Payment is paid to the Series 2021-1 Class A-2 Noteholders.

Section 4.10 Entire Agreement. This Series Supplement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 4.11 1934 Act. The Master Issuer hereby represents and warrants, for the benefit of the Trustee and the Noteholders, that payments on the Notes will not depend primarily on cash flow from self-liquidating financial assets within the meaning of Section 3(a)(79) of the 1934 Act.

Section 4.12 Notices. All notices, requests or other communications desired or required to be given under this Agreement shall be in writing and shall be sent according to Section 14.01 (Notices) of the Base Indenture. In addition, any notice or communication to the Rating Agency shall be sent to the following addresses:

If to S&P:

S&P Global Ratings

55 Water Street

42nd Floor

New York, NY 10041-0003

Attention: ABS Surveillance Group – New Assets

E-mail: [email address]

If to KBRA:

Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, NY 10022 Attention: ABS Surveillance

E-mail: [email address]

Section 4.13 Electronic Signatures and Transmission.

(a)

For purposes of this Series Supplement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

(b)

Any requirement in the Indenture that a document, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission.

(c)

Notwithstanding anything to the contrary in this Series Supplement, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2021-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.


JERSEY MIKE'S FUNDING, LLC,
a Delaware limited liability company, as Master Issuer


By:	/s/ Peter Cancro
Name: Peter Cancro
Title: Chief Executive Officer


CITIBANK, N.A., not in its individual capacity but solely as Trusteed and as Series 2021-1 Securities Intermediary


By:	/s/ Jacqueline Suarez
Name: Jacqueline Suarez
Title: Senior Trust Officer

ANNEX A

SERIES 2021-1 SUPPLEMENTAL DEFINITIONS LIST

“Agent Members” means members of, or participants in, DTC, or a nominee thereof.

“Cede” has the meaning set forth in Section 3.01(a) (Issuance of Series 2021-1 Class A-2 Notes) of the Series 2021-1 Supplement.

“Class A-2 Accrued Quarterly Scheduled Principal Amount” means, for each Weekly Allocation Date during any Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the applicable Weekly Allocation Percentage and (2) the Quarterly Scheduled Principal Amount for the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount for such Weekly Allocation Date, until such Quarterly Scheduled Principal Amount shall have been allocated (or prefunded with respect to the first Quarterly Collection Period) in full. For purposes of the Base Indenture, the Class A-2 Accrued Quarterly Scheduled Principal Amount shall be deemed to be a “Senior Notes Accrued Quarterly Scheduled Principal Amount”.

“Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount” means, (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Principal Payment Account with respect to Class A-2 Accrued Quarterly Scheduled Principal Amounts on the immediately preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Class A-2 Accrued Quarterly Scheduled Principal Amount for such immediately preceding Weekly Allocation Date.

“Class A-2 Quarterly Interest” means, with respect to each Tranche and any Interest Accrual Period for the Series 2021-1 Class A-2 Notes, an amount equal to the sum of (i) the accrued interest at the applicable Series 2021-1 Class A-2 Note Rate on such Tranche’s Series 2021-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount for such Tranche for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 2.04(a) (Series 2021-1 Class A-2 Notes Interest—Series 2021-1 Class A-2 Notes Interest).

“Definitive Notes” has the meaning set forth in Section 3.01(c) (Issuance of Series 2021-1 Class A-2 Notes) of the Series 2021-1 Supplement.

“Depository” means the depository or the custodian specified herein to which the Notes of a Class of a Series, upon original issuance, may be issued and delivered.

“DTC” means The Depository Trust Company and any successor thereto.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which are subject to Title I of ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are deemed to include the assets of such plans.

“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor or successors thereto.

“Initial Purchaser” means Guggenheim Securities, LLC.

A-1

“KBRA” means Kroll Bond Rating Agency, Inc. (and any successor or successors thereto). “Make-Whole End Date” has the meaning set forth in Section 2.05(e) (Payment of Series 2021-1 Note Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments) of the Series 2021-1 Supplement.

“Offering Memorandum” means the offering memorandum for the offering of the Series 2021-1 Class A-2 Notes, dated December 3, 2021, prepared by the Master Issuer.

“Outstanding” has the meaning set forth in the Base Indenture.

“Permanent Regulation S Global Notes” has the meaning set forth in Section 3.01(b) (Issuance of Series 2021-1 Class A-2 Notes) of the Series 2021-1 Supplement.

“Plan” means either an ERISA Plan or plans that are not subject to ERISA, but which are subject to Section 4975 of the Code, such as individual retirement accounts.

“Plan Fiduciary” has the meaning set forth in Section 3.03(l) (Note Owner Representations and Warranties) of the Series 2021-1 Supplement.

“Prepayment Notice” has the meaning set forth in Section 2.05(g) (Payment of Series 2021-1 Note Principal—Notices of Optional Prepayments) of the Series 2021-1 Supplement.

“Prepayment Record Date” means, with respect to the date of any Series 2021-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2021-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2021-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2021-1 Prepayment.

“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, (i) with respect to the Series 2021-1 Class A-2-I Notes, $625,000 and (ii) with respect to the Series 2021-1 Class A-2-II Notes, $625,000; provided that amounts paid to the Series 2021-1 Class A-2 Noteholders in respect of the Series 2021-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) shall reduce all remaining Quarterly Scheduled Principal Amounts with respect to the applicable Tranche ratably. Series 2021-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 (Cancellation) of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2021-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2021-1 Class A-2 Notes. For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.

“Quarterly Scheduled Principal Deficiency Amount” means, as of any date of determination, the amount, if any, of due and unpaid Quarterly Scheduled Principal Amount with respect to each Quarterly Payment Date prior to such date of determination. For purposes of the Base Indenture, the Quarterly Scheduled Principal Deficiency Amount shall be deemed to be a “Senior Notes Quarterly Scheduled Principal Deficiency Amount”.

“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.

“Rating Agency” means S&P, KBRA and any respective successor or successors thereto. Solely with respect to the Series 2021-1 Class A-2 Notes, in the event that at any time the rating agency rating the Series 2021-1 Class A-2 Notes does not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be references to the equivalent

A-2

categories of such other rating agency as then is rating the Notes as of the most recent S&P and/or KBRA date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such alternative rating agency is used.

“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.


Week	Percentage
1	–
2	–
3	–
4	–
5	50%
6	50%
7	50%
8	80%
9	80%
10	100%
11	100%
12	100%
13	100%

“Restricted Period” means, with respect to any Series 2021-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2021-1 Closing Date and ending on the 40th day after the Series 2021-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the 1933 Act.

“Rule 144A Global Notes” has the meaning set forth in Section 3.01(a) (Issuance of Series 2021-1 Class A-2 Notes) of the Series 2021-1 Supplement.

“S&P” means S&P Global Ratings (and any successor or successors thereto).

“Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the sum of: (i) the product of (1) the Weekly Allocation Percentage and (2) the expected Class A-2 Quarterly Interest for such Interest Accrual Period and (ii) the Senior Notes Accrued Quarterly Interest Shortfall for such Weekly Allocation Date, until such expected Class A-2 Quarterly Interest shall have been allocated in full.

A-3

“Senior Notes Accrued Quarterly Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to the Senior Notes Accrued Quarterly Interest Amount on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount for all such preceding Weekly Allocation Dates.

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the applicable Weekly Allocation Percentage and (2) the aggregate of each interest amount designated hereunder as a “Senior Notes Quarterly Post-ARD Contingent Interest Amount” for purposes of the Base Indenture (collectively, the “Designated SNQPCIA”) due on the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall for such Weekly Allocation Date, until such Designated SNQPCIA shall have been allocated in full. For purposes of the Base Indenture, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount shall be deemed to be a “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount”.

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2021-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.

“Series 2021-1 Anticipated Repayment Date” has the meaning set forth in Section 2.05(b) (Payment of Series 2021-1 Note Principal—Series 2021-1 Anticipated Repayment Date) of the Series 2021-1 Supplement. For purposes of the Base Indenture, the Series 2021-1 Anticipated Repayment Date shall be deemed to be a “Series Anticipated Repayment Date”.

“Series 2021-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2021-1 Class A-2 Notes, which is $500,000,000.

“Series 2021-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 2.05(g) (Payment of Series 2021-1 Note Principal—Notices of Optional Prepayments) of the Series 2021-1 Supplement.

“Series 2021-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2021-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2021-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date with respect to the applicable Tranche, (i) the discounted present value as of the relevant Series 2021-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the applicable Series 2021-1 Prepayment Date) on and principal of such Tranche (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay on such Tranche (or such portion thereof to be prepaid) from the applicable Series 2021-1 Prepayment Date to and including the Make-Whole End Date with respect to such Tranche, assuming that (x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y)

A-4

Quarterly Scheduled Principal Amounts (or ratable amounts thereof based on the principal of such Tranche (or portion thereof) being prepaid) are to be made with respect to such Tranche (or portion thereof to be prepaid) on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of such Tranche (or portion thereof) is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount of such Tranche (or portion thereof) being prepaid or (B) if such Series 2021-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date with respect to the applicable Tranche, zero. For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2021-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%. For purposes of the Base Indenture, Series 2021-1 Class A-2 Make-Whole Prepayment Premium shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.

“Series 2021-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of December 3, 2021, by and among Guggenheim Securities, LLC, as Initial Purchaser, the Master Issuer, the Guarantors and Jersey Mike’s Franchise Systems, Inc., as amended, supplemented or otherwise modified from time to time.

“Series 2021-1 Class A-2 Note Rate” means (i) with respect to the Series 2021-1 Class A-2-I Notes, the Series 2021-1 Class A-2-I Note Rate and (ii) with respect to the Series 2021-1 Class A-2-II Notes, the Series 2021-1 Class A-2-II Note Rate.

“Series 2021-1 Class A-2-I Note Rate” means 2.891% per annum.

“Series 2021-1 Class A-2-II Note Rate” means 2.493% per annum.

“Series 2021-1 Class A-2 Noteholder” means the Person in whose name a Series 2021-1 Class A-2 Note is registered in the Note Register.

“Series 2021-1 Class A-2 Notes” has the meaning set forth in “Designation” of the Series 2021-1 Supplement.

“Series 2021-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2021-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2021-1 Class A-2 Noteholders with respect to Series 2021-1 Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the Series 2021-1 Class A-2 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.

“Series 2021-1 Class A-2 Prepayment” has the meaning set forth in Section 2.05(e) (Payment of Series 2021-1 Note Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments) of the Series 2021-1 Supplement.

“Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 2.04(b)(i) (Series 2021-1 Class A-2 Notes Interest—Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest). For purposes of the Base Indenture, the Series 2021-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

A-5

“Series 2021-1 Closing Date” means December 9, 2021. For purposes of the Base Indenture, the Series 2021-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2021-1 Notes.

“Series 2021-1 Distribution Account” means account no. 13053700 entitled “Citibank, N.A. f/b/o Jersey Mike’s Funding, LLC, Series 2021-1 – Series 2021-1 Distribution Account” maintained by the Trustee pursuant to Section 2.06(a) (Series 2021-1 Distribution Account—Establishment of Series 2021-1 Distribution Account) of the Series 2021-1 Supplement or any successor securities account maintained pursuant to Section 2.06(a) (Series 2021-1 Distribution Account—Establishment of Series 2021-1 Distribution Account) of the Series 2021-1 Supplement. For purposes of the Base Indenture, the Series 2021-1 Distribution Account shall be deemed to be “Series Distribution Account”.

“Series 2021-1 Distribution Account Collateral” has the meaning set forth in Section 2.06(b) (Series 2021-1 Distribution Account—Series 2021-1 Distribution Account Constitutes Additional Collateral for Series 2021-1 Class A-2 Notes) of the Series 2021-1 Supplement.

“Series 2021-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2021-1 Notes.

“Series 2021-1 Final Payment Date” means the date on which the Series 2021-1 Final Payment is

made.

“Series 2021-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.

“Series 2021-1 Ineligible Account” has the meaning set forth in Section 2.09 (Replacement of Ineligible Accounts) of the Series 2021-1 Supplement.

“Series 2021-1 Legal Final Maturity Date” means the Quarterly Payment Date occurring in February 2052. For purposes of the Base Indenture, the Series 2021-1 Legal Final Maturity Date shall be deemed to be a “Series Legal Final Maturity Date”.

“Series 2021-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Senior ABS Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing. For purposes of the Base Indenture, the Series 2021-1 Non-Amortization Test shall be deemed to be a “Series Non-Amortization Test”.

“Series 2021-1 Note Owner” means, with respect to a Series 2021-1 Note that is a Book-Entry Note, the Person that is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account

with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Series 2021-1 Notes” has the meaning set forth in “Designation” in the Series 2021-1 Supplement.

“Series 2021-1 Prepayment” means a Series 2021-1 Class A-2 Prepayment or any other prepayment in respect of the Series 2021-1 Notes pursuant to Section 2.05(e) (Payment of Series 2021-1 Note Principal—Series 2021-1 Class A-2 Make Whole Prepayment Premium Payments), Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) and Section 2.05(k) (Payment of Series 2021-1 Note Principal—Distributions of Series 2021-1 Class A-2 Optional Prepayment).

A-6

“Series 2021-1 Prepayment Amount” means the aggregate principal amount of the applicable Tranche(s) of Notes to be prepaid on any Series 2021-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.

“Series 2021-1 Prepayment Date” means the date on which any prepayment on the Series 2021-1 Class A-2 Notes is made pursuant to Section 2.05(d) (Payment of Series 2021-1 Note Principal—Series 2021-1 Mandatory Payments of Principal), Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) or Section 2.05(j) (Payment of Series 2021-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) of this Series Supplement, which shall be, with respect to any Series 2021-1 Prepayment pursuant to Section 2.05(f) (Payment of Series 2021-1 Note Principal—Optional Prepayment of Series 2021-1 Class A-2 Notes) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2021-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.

“Series 2021-1 Securities Intermediary” has the meaning set forth in Section 2.07(a) (Trustee as Securities Intermediary) of the Series 2021-1 Supplement.

“Series 2021-1 Senior Notes” means the Series 2021-1 Class A-2 Notes.

“Series 2021-1 Senior Notes Quarterly Interest Amount” means, with respect to each Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that the Senior Notes Accrued Quarterly Interest Shortfall for each applicable Weekly Allocation Date is equal to zero). While not otherwise used herein, for purposes of the Base Indenture, the Series 2021-1 Senior Notes Quarterly Interest Amount shall be deemed to be a “Senior Notes Quarterly Interest Amount”.

“Series 2021-1 Supplement” means the Series 2021-1 Supplement, dated as of the Series 2021-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2021-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.

“Series 2021-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2021-1 Supplement.

“Similar Law” means any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title 1 of ERISA or Section 4975 of the Code.

“Temporary Regulation S Global Notes” has the meaning set forth in Section 3.01(b) (Issuance of Series 2021-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2021-1 Supplement.

“U.S. Person” has the meaning set forth in Section 3.01 (Issuance of Series 2021-1 Class A-2 Notes) of the Series 2021-1 Supplement.

“Weekly Allocation Percentage” means with respect to any Weekly Collection Period, the percentages designated by the Master Issuer in the relevant Weekly Manager’s Certificate for such Weekly Collection Period within a Quarterly Fiscal Period, each such percentage to be not less than the percentage required to cause the Required Balance to be on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account or the Senior Notes Post-ARD Contingent Interest Account, as applicable, for such Weekly Collection Period.

A-7

Exhibit 4.3

Dated as of December 18, 2024

Series 2024-1 Supplement

to the

Base Indenture

Up to $100,000,000 Series 2024-1 Variable Funding Senior Notes, Class A-1
$750,000,000 Series 2024-1 5.636% Fixed Rate Senior Secured Notes, Class A-2

between

Jersey Mike’s Funding, LLC,

as Master Issuer

and

Citibank, N.A.,

as Trustee and Series 2024-1 Securities Intermediary

Table of Contents


		Page
ARTICLE I	DEFINITIONS	1
ARTICLE II	INITIAL ISSUANCE, INCREASES AND DECREASES OF SERIES 2024-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT	2
Section 2.01	Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount	2
Section 2.02	Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount	3
ARTICLE III	SERIES 2024-1 ALLOCATIONS; PAYMENTS	5
Section 3.01	Allocations with Respect to the Series 2024-1 Notes	5
Section 3.02	Weekly Allocation Date Applications; Quarterly Payment Date Applications	5
Section 3.03	Certain Distributions from the Series 2024-1 Distribution Account and the Collection Account	5
Section 3.04	Series 2024-1 Class A-1 Interest and Certain Fees	6
Section 3.05	Series 2024-1 Class A-2 Notes Interest	7
Section 3.06	Payment of Series 2024-1 Note Principal	8
Section 3.07	Series 2024-1 Class A-1 Distribution Account	15
Section 3.08	Series 2024-1 Class A-2 Distribution Account	16
Section 3.09	Trustee as Securities Intermediary	17
Section 3.10	Manager	19
Section 3.11	Replacement of Ineligible Accounts	19
ARTICLE IV	FORM OF SERIES 2024-1 NOTES	20
Section 4.01	Issuance of Series 2024-1 Class A-1 Notes	20
Section 4.02	Issuance of Series 2024-1 Class A-2 Notes	22
Section 4.03	Transfer Restrictions of Series 2024-1 Class A-1Notes	23
Section 4.04	Transfer Restrictions of Series 2024-1 Class A-2Notes	26
Section 4.05	Note Owner Representations and Warranties	32
Section 4.06	Limitation on Liability	34
ARTICLE V	GENERAL	34
Section 5.01	Information	34
Section 5.02	Exhibits	36
Section 5.03	Ratification of Base Indenture	36
Section 5.04	Certain Notices to the Rating Agency	36
Section 5.05	Prior Notice by Trustee to the Controlling Class Representative and Control Party	36
Section 5.06	Counterparts	36
Section 5.07	Governing Law	36
Section 5.08	Amendments	36
Section 5.09	Termination of Series Supplement	37
Section 5.10	Entire Agreement	37
Section 5.11	1934 Act	37
Section 5.12	Notices	37
Section 5.13	Electronic Signatures and Transmission	38


ANNEXES

Annex A	-- Series 2024-1 Supplemental Definitions List

EXHIBITS
Exhibit A-1-1	Form of Series 2024-1 Class A-1 Advance Note
Exhibit A-1-2	Form of Series 2024-1 Class A-1 Swingline Note
Exhibit A-1-3	Form of Series 2024-1 Class A-1 L/C Note
Exhibit A-2-1	Form of Rule 144A Global Series 2024-1 Class A-2 Notes
Exhibit A-2-2	Form of Temporary Regulation S Global Series 2024-1 Class A-2 Notes Form of
Exhibit A-2-3	Permanent Regulation S Global Series 2024-1 Class A-2 Notes Form of
Exhibit B-1:	Transferee Certificate - Rule 144A Global Notes to Temporary Regulation S Global Notes
Exhibit B-2:	Form of Transferee Certificate - Rule 144A Global Notes to Permanent Regulation S Global Notes
Exhibit B-3:	Form of Transferee Certificate - Regulation S Global Notes to Rule 144A Global Notes
Exhibit C:	Form of Quarterly Noteholders’ Report
Exhibit D:	Form of Mandatory/Voluntary Decrease Notice
Exhibit E:	Form of Confirmation of Registration of Uncertificated Notes

SERIES 2024-1 SUPPLEMENT, dated as of December 18, 2024 (this “Series Supplement”), by and between JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2024-1 Securities Intermediary, to the Base Indenture, dated as of December 23, 2019 (the “Initial Closing Date”), by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended by the First Supplement to Base Indenture, dated as of December 9, 2021, and as amended by the Second Supplement to the Base Indenture, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, Sections 2.02 (Notes Issuable in Series), 2.03 (Series Supplementfor Each Series) and 13.01 (Without Consent of the Control Party, the Controlling Class Representative or the Noteholders) of the Base Indenture provide, among other things, that the Master Issuer and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture) upon satisfaction of the conditions set forth therein; and

WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2024-1 Notes. On the Series 2024-1 Closing Date, the following Classes of Notes of such Series will be issued: (a) Series 2024-1 Variable Funding Senior Notes, Class A-1 (as referred to herein, the “Series 2024-1 Class A-1 Notes”) and (b) Series 2024-1 5.636% Fixed Rate Senior Secured Notes, Class A-2 (as referred to herein, the “Series 2024-1 Class A-2 Notes” and, together with the Series 2024-1 Class A-1 Notes, the “Series 2024-1 Notes”). For purposes of the Base Indenture and this Series Supplement, the Series 2024-1 Notes and all other Class A Notes issued under the Base Indenture shall collectively be the most senior Class of Notes and shall be deemed to be “Senior Notes” for all purposes under the Base Indenture, including without limitation, for voting purposes.

ARTICLE I

DEFINITIONS

A thereto, as such Base Indenture or Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein). Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2024-1 Notes and not to any other Series of Notes issued by the Master Issuer. The rules of construction set forth in Section 1.04 (Rules of Construction) of the Base Indenture shall apply for all purposes under this Series Supplement.

ARTICLE II

INITIAL ISSUANCE, INCREASES AND DECREASES OF SERIES 2024-1 CLASS A-1

OUTSTANDING PRINCIPAL AMOUNT

Section 2.01 Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 2024-1 Class A-1 Advances set forth in the Series 2024-1 Class A-1 Note Purchase Agreement, (i) on the Series 2024-1 Closing Date, the Master Issuer may cause the Series 2024-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 2024-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2024-1 Class A-1 Advances made on the Series 2024-1 Closing Date (the “Series 2024-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2024-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 2024-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 2024-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 2024-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2024-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 2024-1 Class A-1 Outstanding Principal Amount exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount. The Series 2024-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.01 and 2.02 of the Series 2024-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2024-1 Class A-1 Note Purchase Agreement) allocated among the Series 2024-1 Class A-1 Noteholders (other than the Series 2024-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 2024-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 2024-1 Class A-1 Advance Request or as otherwise set forth in the Series 2024-1 Class A-1 Note Purchase Agreement.

(b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2024-1 Class A-1 Note Purchase Agreement, on the Series 2024-1 Closing Date, the Master Issuer may cause (1) the Series 2024-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2024-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2024-1 Class A-1 Swingline Loans made on the Series 2024-1 Closing Date pursuant to Section 2.05 of the Series 2024-1 Class A-1 Note Purchase Agreement and (2) the Series 2024-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the

Series 2024-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2024-1 Closing Date pursuant to Section 2.05 of the Series 2024-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2024-1 Class A-1 Outstanding Principal Amount exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 2024-1 Class A-1 Outstanding Subfacility Amount (each such increase referred to as a “Subfacility Increase”) through borrowings of Series 2024-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2024-1 Class A-1 L/C Obligations are set forth in the Series 2024-1 Class A-1 Note Purchase Agreement.

Section 2.02 Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount.

(a) Mandatory Decrease. Whenever a Series 2024-1 Class A-1 Excess Principal Event shall have occurred, then, on or before 10:00 a.m. (Eastern time) on the fourth Business Day immediately following the date on which the Manager or the Master Issuer obtains knowledge of such Series 2024-1 Class A-1 Excess Principal Event, the Master Issuer shall deposit in the Series 2024-1 Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with the Class A-1 Order of Distribution; provided, however, if any direction or report is received after 10:00 a.m. (Eastern time) on any Business Day, such distribution shall be made on the next Business Day. Such written direction of the Master Issuer shall include a report, which shall include the calculation and amounts and the portion thereof payable to each Series 2024-1 Class A-1 Noteholder and include (i) funds sufficient to decrease the Series 2024-1 Class A-1 Outstanding Principal Amount by the lesser of (x) the amount necessary, so that after giving effect to such decrease of the Series 2024-1 Class A-1 Outstanding Principal Amount on such date, no such Series 2024-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would decrease the Series 2024-1 Class A-1 Outstanding Principal Amount to zero (each decrease of the Series 2024-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(a) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount Mandatory Decrease), a “Mandatory Decrease”), plus (ii) any associated Series 2024-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be allocated among the Series 2024-1 Class A-1 Noteholders in accordance with the Class A-1 Order of Distribution. Upon obtaining Actual Knowledge of such a Series 2024-1 Class A-1 Excess Principal Event, the Master Issuer promptly, but in any event within two (2) Business Days, shall deliver written notice substantially in the form of Exhibit D hereto (which may be given by e-mail of a .pdf or similar file) of the need for any such Mandatory Decreases to the Trustee and the Series 2024-1 Class A-1 Administrative Agent. In connection with any Mandatory Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

(b) Voluntary Decrease. Except as provided in Section 2.02(d) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount), on any Business Day, upon at least three (3) Business Days’ prior written notice to the Series 2024-1 Class A-1 Administrative Agent and the Trustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit D hereto, the Master Issuer may decrease the Series 2024-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2024-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b) (Procedures for Decreasing the Series 2024-1 Class A- 1 Outstanding Principal Amount—Voluntary Decrease), a “Voluntary Decrease”) by depositing in the Series 2024-1 Class A-1 Distribution Account (or directing the Trustee to transfer funds from the Collection Account into the Series 2024-1 Class A-1 Distribution Account) not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A- 1 Order of Distribution which report shall include the calculation and amounts and the portion thereof payable to each Series 2024-1 Class A-1 Noteholder and include (i) an amount (subject to the last sentence of this Section 2.02(b) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount—Mandatory Decrease)) up to the Series 2024-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2024-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2024-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2024-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

(c) The Master Issuer shall provide the Trustee with notice of the initial amount of the Series 2024-1 Class A-1 Commitment, and any reduction, Subfacility Decrease or increase in the Series 2024-1 Class A-1 Commitments. The Trustee shall indicate in its books and records any reduction in the Series 2024-1 Class A-1 Commitments; provided that the Series 2024-1 Class A-1 Administrative Agent’s books and records indicating the then applicable Commitment Amounts shall be controlling for all purposes under the Related Documents.

(d) The Series 2024-1 Class A-1 Note Purchase Agreement sets forth additional procedures relating to decreases in the Series 2024-1 Class A-1 Outstanding Subfacility Amount (each such decrease, together with any Voluntary Decrease or Mandatory Decrease allocated to the Series 2024-1 Class A-1 Subfacility Noteholders, referred to as a “Subfacility Decrease”) through (i) borrowings of Series 2024-1 Class A-1 Advances to repay Series 2024-1 Class A-1 Swingline Loans and Series 2024-1 Class A-1 L/C Obligations or (ii) optional prepayments of Series 2024-1 Class A-1 Swingline Loans on same day notice.

(e) The delivery of any written report, Weekly Manager’s Certificate or Quarterly Noteholder’s Report to the Trustee with respect to a Mandatory Decrease or Voluntary Decrease shall be deemed to be a certification from the Issuer or the Manager, as applicable, on which the Trustee may conclusively rely including that all conditions precedent have been satisfied.

ARTICLE III

SERIES 2024-1 ALLOCATIONS; PAYMENTS

With respect to the Series 2024-1 Notes only, the following shall apply:

Section 3.01 Allocations with Respect to the Series 2024-1 Notes. On the Series 2024-1 Closing Date, a portion of the net proceeds from the initial sale of the Series 2024-1 Notes will be deposited into the Senior Notes Interest Reserve Account in an amount equal to $10,692,500. The remainder of the net proceeds from the sale of the Series 2024-1 Notes shall be paid to, or at the direction of, the Master Issuer.

Section 3.02 Weekly Allocation Date Applications; Quarterly Payment Date Applications. On each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall deliver a Weekly Manager’s Certificate to the Trustee, which will instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2024-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

Section 3.03 Certain Distributions from the Series 2024-1 Distribution Account and the Collection Account. On each Quarterly Payment Date, based solely upon the most recent Quarterly Noteholders’ Report, and in the order of priority of such amounts set forth in the Priority of Payments, the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture, remit (i) to the Series 2024-1 Class A-1 Noteholders or the Series 2024-1 Class A-1 Administrative Agent from the Series 2024-1 Class A-1 Distribution Account, in accordance with the Class A-1 Order of Distribution, the amounts deposited in the Series 2024-1 Class A-1 Distribution Account in accordance with the Base Indenture for the payment of interest, fees, principal (to the extent applicable) and other amounts in respect of the Series 2024-1 Class A-1 Notes on such Quarterly Payment Date and (ii) to the Series 2024-1 Class A-2 Noteholders from the Series 2024-1 Class A-2 Distribution Account, the amounts deposited in the Series 2024-1 Class A-2 Distribution Account in accordance with the Base Indenture for the payment of interest, principal (to the extent applicable) and other amounts in respect of the Series 2024-1 Class A-2 Notes on such Quarterly Payment Date. On each Weekly Allocation Date the Trustee shall withdraw from the Collection Account amounts required to be paid to the Series 2024-1 Class A-1 Administrative Agent pursuant to the Priority of Payments and remit such amounts to the Series 2024-1 Class A-1 Administrative Agent in accordance with the terms of the Base Indenture.

Notwithstanding anything to the contrary herein or in the Base Indenture, except as (i) provided under Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under

Section 3.06(c)(ii) (Payment of Series 2024-1 Note Principal—Payment of Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2024-1 Class A-2 Notes) on Quarterly Payment Dates with respect to which the Series 2024-1 Non-Amortization Test has been satisfied, each payment in respect of the Series 2024-1 Class A-2 Notes shall be distributed (A) based upon such amounts due with respect to interest on or principal of or otherwise as provided hereunder or (B) if not explicitly provided hereunder, based on the Series 2024-1 Class A-2 Outstanding Principal Amount; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders shall be ratably allocated among the Noteholders based on their respective portion of the Series 2024-1 Class A-2 Outstanding Principal Amount.

Section 3.04 Series 2024-1 Class A-1 Interest and Certain Fees.

(a) Series 2024-1 Class A-1 Notes Interest and L/C Quarterly Fees. From and after the Series 2024-1 Closing Date, the applicable portions of the Series 2024-1 Class A-1 Outstanding Principal Amount shall accrue (i) interest at the Series 2024-1 Class A-1 Note Rate and (ii) L/C Quarterly Fees, as applicable. Such accrued interest and fees shall be due and payable in arrears on each Quarterly Payment Date from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, commencing on May 15, 2025; provided that in any event all accrued but unpaid interest and fees shall be paid in full on the Series 2024-1 Legal Final Maturity Date, on any Series 2024-1 Prepayment Date with respect to a prepayment in full of the Series 2024-1 Class A-1 Notes or on any other day on which all of the Series 2024-1 Class A-1 Outstanding Principal Amount is required to be paid in full, in each case pursuant to, and in accordance with, the provisions of the Priority of Payments. If the Series 2024-1 Class A-1 Notes are not paid in full by the Series 2024-1 Class A-1 Legal Final Maturity Date, an Event of Default will occur under the Base Indenture. To the extent any such amount is not paid on a Quarterly Payment Date when due, such unpaid amount (net of all Debt Service Advances with respect thereto, a “Class A-1 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2024-1 Class A-1 Note Rate.

(b) Undrawn Commitment Fees. From and after the Series 2024-1 Closing Date, Undrawn Commitment Fees shall accrue as provided in the Series 2024-1 Class A-1 Note Purchase Agreement. Such accrued fees shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, commencing on May 15, 2025. To the extent any such amount is not paid on a Quarterly Payment Date when due (a “Series 2024-1 Class A-1 Quarterly Commitment Fees Shortfall Amount”), such unpaid amount shall accrue interest at the Series 2024-1 Class A-1 Note Rate. Any amounts payable to the Class A-1 Administrative Agent in respect of Undrawn Commitment Fees shall first be deposited into the Series 2024-1 Class A-1 Distribution Account.

(c) Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Rate. Following a Series 2024-1 Class A-1 Notes Amortization Event additional interest shall accrue on the Series 2024-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts included therein) at a rate equal to 5.00% per annum (the “Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Rate”), calculated in accordance with Section 3.01(f) of the Series 2024-1 Class A-1 Note Purchase Agreement, in addition to the regular interest that shall continue to accrue at the Series 2024-1 Class A-1 Note Rate. Any Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be due and payable on any applicable Quarterly Payment Date, as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so made available, and failure to pay any Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Amount in excess of available amounts in accordance with the foregoing shall not be an Event of Default and interest shall not accrue on any unpaid portion thereof.

(d) Series 2024-1 Class A-1 Initial Interest Accrual Period. The initial Interest Accrual Period for the Series 2024-1 Class A-1 Notes shall commence on the Series 2024-1 Closing Date and end on (but exclude) the day that is two (2) Business Days prior to the Quarterly Calculation Date that corresponds to the Quarterly Payment Date commencing on May 15, 2025.

Section 3.05 Series 2024-1 Class A-2 Notes Interest.

(a) Series 2024-1 Class A-2 Notes Interest. From the Series 2024-1 Closing Date until the Series 2024-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2024-1 Class A-2 Outstanding Principal Amount has been paid in full), the Series 2024-1 Class A-2 Outstanding Principal Amount (after giving effect to all payments of principal made to Series 2024-1 Class A-2 Noteholders as of the first day of each Interest Accrual Period, or if such day is not a Quarterly Payment Date, as of the following Quarterly Payment Date, and also giving effect to repurchases and cancellations of Series 2024-1 Class A-2 Notes during such Interest Accrual Period) shall accrue interest at the Series 2024-1 Class A-2 Note Rate. Such accrued interest shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, commencing on May 15, 2025; provided that in any event all accrued but unpaid interest on the Series 2024-1 Class A-2 Outstanding Principal Amount shall be due and payable in full on the Series 2024-1 Legal Final Maturity Date, on any Series 2024-1 Prepayment Date with respect to a prepayment in full or on any other day on which all of the Series 2024-1 Class A-2 Outstanding Principal Amount is required to be paid in full. To the extent any interest accruing at the Series 2024-1 Class A-2 Note Rate is not paid on a Quarterly Payment Date when due, such unpaid interest (net of all Debt Service Advances with respect thereto, a “Class A-2 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2024-1 Class A-2 Note Rate. All computations of interest at the Series 2024-1 Class A-2 Note Rate shall be made on the basis of a year of 360 days and twelve 30-day months.

(b) Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest.

(i) Post-ARD Contingent Interest. From and after the Series 2024-1 Anticipated Repayment Date until the Series 2024-1 Class A-2 Legal Final Maturity Date (or, if earlier, the date on which the Series 2024-1 Class A-2 Outstanding Principal Amount has been paid in full), additional interest (“Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest”) shall accrue at a per annum rate equal to the rate determined by the Servicer to be the greater of (A) 5.00% per annum and (B) a rate equal to the amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2024-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) 1.50%, exceeds (b) the Series 2024-1 Class A-2 Note Rate. In addition, regular interest shall continue to accrue at the Series 2024-1 Class A-2 Note Rate from and after the Series 2024-1 Anticipated Repayment Date. All computations of Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be made on the basis of a 360-day year of twelve 30-day months.

(ii) Payment of Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest. Any Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be due and payable on any applicable Quarterly Payment Date as and when amounts are made available for payment thereof on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available. For the avoidance of doubt, Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest shall accrue and be payable in addition to the interest accrued at the Series 2024-1 Class A-2 Note Rate. The failure to pay any Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest on any Quarterly Payment Date (including on the Series 2024-1 Legal Final Maturity Date) in excess of available amounts in accordance with the foregoing will not be an Event of Default and interest will not accrue on any unpaid portion thereof.

(c) Series 2024-1 Class A-2 Initial Interest Accrual Period. The initial Interest Accrual Period for the Series 2024-1 Class A-2 Notes shall commence on the Series 2024-1 Closing Date and end on (but exclude) May 15, 2025.

Section 3.06 Payment of Series 2024-1 Note Principal.

(a) Series 2024-1 Class A-2 Notes Principal Payment at Legal Maturity. The Series 2024-1 Class A-2 Outstanding Principal Amount shall be due and payable on the applicable Series 2024-1 Legal Final Maturity Date. If the Series 2024-1 Class A-2 Notes are not paid in full by the Series 2024-1 Class A-2 Legal Final Maturity Date, an Event of Default will occur under the Base Indenture. The Series 2024-1 Class A-2 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 3.06 (Payment of Series 2024-1 Note Principal), and in respect of the Series 2024-1 Class A-1 Outstanding Principal Amount, Section 2.02 (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of this Series Supplement.

(b) Series 2024-1 Class A-2 Anticipated Repayment Date; Series 2024-1 Class A-1 Notes Renewal Date. The “Series 2024-1 Anticipated Repayment Date” means, with respect

to the Series 2024-1 Class A-2 Notes, the Quarterly Payment Date occurring in February 2032. The initial Series 2024-1 Class A-1 Notes Renewal Date will be the Quarterly Payment Date occurring in February 2030, unless extended as provided below in this Section 3.06(b) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Anticipated Repayment Date; Series 2024-1 Class A-1 Notes Renewal Date).

(i) First Extension Election. Subject to the conditions set forth in Section 3.06(b)(iii) (Conditions Precedent to Extension Elections) of this Series Supplement, the Master Issuer shall have the option to elect (the “Series 2024-1 First Extension Election”) to extend the Series 2024-1 Class A- 1 Notes Renewal Date to the Quarterly Payment Date occurring in February 2031 by delivering written notice to the Series 2024-1 Class A-1 Administrative Agent, the Trustee and the Control Party no later than the Quarterly Payment Date occurring in February 2030 to the effect that the conditions precedent to such Series 2024-1 First Extension Election have been satisfied.

(ii) Second Extension Election. Subject to the conditions set forth in Section 3.06(b)(iii) (Conditions Precedent to Extension Elections) of this Series Supplement, if the Series 2024-1 First Extension Election has been made and become effective, the Master Issuer shall have the option to elect (the “Series 2024-1 Second Extension Election”) to extend the Series 2024-1 Class A-1 Notes Renewal Date to the Quarterly Payment Date occurring in February 2032 by delivering written notice to the Series 2024-1 Class A-1 Administrative Agent, the Trustee and the Control Party no later than the Quarterly Payment Date occurring in February 2031 to the effect that the conditions precedent to such Series 2024-1 Second Extension Election have been satisfied.

(iii) Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension of the Series 2024-1 Class A-1 Notes Renewal Date that, in the case of Section 3.06(b)(i) (First Extension Election), on the Quarterly Payment Date occurring in February 2030, or in the case of Section 3.06(b)(ii) (Second Extension Election), on the Quarterly Payment Date occurring in February 2031 (a) either the rating assigned to the Series 2024-1 Class A-2 Notes by (x) S&P has not been downgraded below “BBB” or withdrawn and (y) KBRA has not been downgraded below “BBB” or withdrawn, (b) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date, (c) no Event of Default, Rapid Amortization Event or Manager Termination Event has occurred and is continuing or will occur as a result of such extension, (d) no Cash Trapping Period is in effect or will commence as a result of such extension and (e) the DSCR is greater than 2.00x. Any notice given pursuant to Section 3.06(b)(i) (FirstExtension Election) or (ii) (SecondExtension Election) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.06(b)(iii) (Conditions Precedent to Extension Elections) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Series 2024-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 2024-1 Extension Elections.

(c) Payment of Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2024-1 Class A-2 Notes.

(ii) Quarterly Scheduled Principal Amounts shall be due and payable on each Quarterly Payment Date prior to the applicable Series 2024-1 Anticipated Repayment Date, commencing on the Quarterly Payment Date in May 2025, in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing will not be an Event of Default; provided that Quarterly Scheduled Principal Amounts shall only be due and payable on a Quarterly Payment Date if the Series 2024-1 Non-Amortization Test is not satisfied with respect to such Quarterly Payment Date; provided, further that if the Series 2024-1 Non-Amortization Test is satisfied, the Master Issuer may, at its option, prior to the applicable Series 2024-1 Anticipated Repayment Date, pay all or any part of such Quarterly Scheduled Principal Amounts on such Quarterly Payment Date.

(iv) For each Weekly Allocation Date with respect to which the Series 2024-1 Class A-2 Non-Amortization Test was satisfied as of the most recent Non-Amortization Test Date, the Master Issuer may elect not to allocate to the Senior Notes Principal Payment Account an amount equal to the Senior Notes Accrued Scheduled Principal Payment Amount with respect to the Offered Notes (by electing to deem, as set forth in the related Weekly Manager’s Certificate, the Series 2024-1 Class A-2 Notes Scheduled Principal Payment Amount in respect of the related Quarterly Payment Date to be zero).

(d) Series 2024-1 Mandatory Payments of Principal.

(i) During any Rapid Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the Series 2024-1 Notes (sequentially, in alphanumerical order of Class A Notes) as and when amounts are made available for payment thereof (x) on any related Weekly Allocation Date in accordance with the Priority of Payments and (y) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, together with any Series 2024-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments) of this Series Supplement; provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2024-1 Class A-2

Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2024-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments. Such payments shall be ratably allocated among the Series 2024-1 Class A-2 Noteholders, based on their respective portion of the Series 2024-1 Class A-2 Outstanding Principal Amount.

(ii) During any Series 2024-1 Class A-1 Notes Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the applicable Series 2024-1 Class A-1 Notes as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available. Such payments shall be allocated among the Series 2024-1 Class A-1 Noteholders, pursuant to the information provided by the Series 2024-1 Class A-1 Administrative Agent which shall include the calculation of such principal, the percentage interest of such amount payable to each Noteholder and the Class A-1 Order of Distribution. For the avoidance of doubt, no Series 2024-1 Class A-2 Make-Whole Prepayment Premium or Series 2024-1 Class A-1 Breakage Amount will be due in connection with any principal payments on the Series 2024-1 Class A-1 Notes.

(e) Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments. In connection with any (i) mandatory prepayment of any Series 2024-1 Class A-2 Notes made during a Rapid Amortization Period pursuant to Section 3.06(d) (Payment of Series 2024-1 Note Principal—Series 2024-1 Mandatory Payments of Principal), (ii) prepayments funded with Asset Disposition Proceeds pursuant to Section 3.06(j) (Payment of Series 2024-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) or (iii) any optional prepayment of any Series 2024-1 Class A-2 Notes made pursuant to Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) (each, a “Series 2024-1 Class A-2 Prepayment”), in each case prior to the Quarterly Payment Date in the 36th month prior to the Series 2024-1 Anticipated Repayment Date (the “Make-Whole End Date”), the Master Issuer shall pay, in the manner described herein, the Series 2024-1 Class A-2 Make-Whole Prepayment Premium; provided that no such Series 2024-1 Class A-2 Make-Whole Prepayment Premium shall be payable in connection with (A) any prepayment funded by Indemnification Amounts or Insurance/Condemnation Proceeds or (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2024-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts.

(f) Optional Prepayment of Series 2024-1 Class A-2 Notes. In addition to any right to optionally prepay any or all of the Notes in accordance with the Base Indenture, including Section 5.14(p) (Quarterly Payment Date Applications) of the Base Indenture, and subject to Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments) and Section 3.06(g) (Payment of Series 2024-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding Principal Amount in whole or in part on any Business Day or on any date a mandatory prepayment may be made and that is specified as the Series 2024-1 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part pursuant to this Section 3.06(f) (Payment of Series 2024-1

Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) in a principal amount for any single prepayment in part of less than $1 million on any Business Day (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2024-1 A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account to be prepaid is sufficient to pay any Series 2024-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments), in each case, payable on the relevant Series 2024-1 Class A-2 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount to be prepaid is sufficient to pay the Class A-2 Quarterly Interest to but excluding the relevant Series 2024-1 Prepayment Date relating to the Outstanding Principal Amount to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2024-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Post-ARD Contingent Interest Account that is allocable to the Series 2024-1 Class A-2 Notes is sufficient to pay the Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2024-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2024-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been either paid in the case of clause (B)(y) or deposited to the Series 2024-1 A-2 Distribution Account pursuant to Section 3.06(h) (Payment of Series 2024-1 Note Principal—Series 2024-1 Prepayments); and (iii) the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer may prepay the Series 2024-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

(g) Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2024-1 Prepayment Date pursuant to Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) to each Series 2024-1 Class A-2 Noteholder, the Rating Agency, the Servicer, the Control Party and the Trustee (with a copy of such notice provided to the Back-Up Manager); provided that at the request of the Master Issuer, such notice to the Series 2024-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k) (Payment of Series 2024-1 Note Principal—Distributions of Series 2024-1 Class A-2 Optional Prepayment) of this Series Supplement. With respect to each such Series 2024-1 Class A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2024-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2024-1 Prepayment Amount and the Series 2024-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2024-1 Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be

calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2024-1 Prepayment Date (the “Series 2024-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2024-1 Class A-2 Noteholders, to withdraw, or amend the Series 2024-1 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be transmitted by email to (A) each Series 2024-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2024-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. For the avoidance of doubt, a Voluntary Decrease or Subfacility Decrease in respect to the Series 2024-1 Class A-1 Notes is governed by Section 2.02 (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of this Series Supplement and not by this Section 3.06 (Payment of Series 2024-1 Note Principal). A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2024-1 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2024-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2024-1 Prepayment Date.

(h) Series 2024-1 Prepayments. On each Series 2024-1 Prepayment Date with respect to any Series 2024-1 Prepayment, the Series 2024-1 Prepayment Amount and the Series 2024-1 Class A-2 Make-Whole Prepayment Premium, if any, shall be due and payable. The Master Issuer shall pay the Series 2024-1 Prepayment Amount together with the applicable Series 2024-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2024-1 Class A-1 Breakage Amounts applicable to such Series 2024-1 Prepayments by depositing such amounts in the applicable Indenture Trust Accounts in accordance with the Priority of Payments or the applicable Series 2024-1 Distribution Account pursuant to Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes), in each case, on or prior to the related Series 2024-1 Prepayment Date to be distributed in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, Section 3.03 (Certain Distributions from the Series 2024-1 Distribution Account and the Collection Account), or Section

3.06(k) (Payment of Series 2024-1 Note Principal—Distributions of Series 2024-1 Class A-2 Optional Prepayment), as applicable.

(i) Prepayment Premium Not Payable. For the avoidance of doubt, there is no Series 2024-1 Class A-2 Make-Whole Prepayment Premium payable as a result of (i) the application of Indemnification Amounts or Insurance/Condemnation Proceeds allocated to the Series 2024-1 Class A-2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2024-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts and (iii) any prepayment on or after the Make-Whole End Date.

(j) Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.12(d) (Deposits, Withdrawals and Collections) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(a) (Deposits, Withdrawals and Collections) of the Base Indenture and any such funds allocable to the Series 2024-1 Class A-2 Notes shall be deposited in the applicable Series 2024-1 Distribution Accounts and used to prepay first, if a Series 2024-1 Class A-1 Notes Amortization Period is continuing, the Series 2024-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 2024-1 Class A-2 Notes and third, provided that clause first does not apply, the Series 2024-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution) on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.06(j) (Payment of Series 2024-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 2024-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.06(j) (Payment of Series 2024-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2024-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2024-1 Class A-2 Make-Whole Prepayment Premium in accordance with the Priority of Payments.

(k) Distributions of Series 2024-1 Class A-2 Optional Prepayment. On the Series 2024-1 Prepayment Date for a Series 2024-1 Class A-2 Prepayment to be made pursuant to Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes), the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture (except that notwithstanding anything to the contrary therein, in the case of a prepayment to be made on a date that is not a Quarterly Payment Date, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2024-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely on either a written

report which shall be provided by the Master Issuer to the Trustee or the applicable Quarterly Noteholders’ Report, as applicable, distribute to the Series 2024-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date the amount deposited in the Series 2024-1 Distribution Account pursuant to Section 3.06(h) (Payment of Series 2024-1 Note Principal—Series 2024-1 Prepayments) with respect to such Series 2024-1 Class A-2 Prepayment, in order to repay the applicable portion of the Series 2024-1 Class A-2 Outstanding Principal Amount. All accrued and unpaid interest on the Series 2024-1 Class A-2 Outstanding Principal Amount prepaid and any related Series 2024-1 Class A-2 Make-Whole Prepayment Premium due to the Series 2024-1 Class A-2 Noteholders shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments.

(l) Series 2024-1 Notices of Final Payment. The Master Issuer shall notify the Trustee, the Servicer and the Rating Agency on or before the Prepayment Record Date preceding the Series 2024-1 Prepayment Date that will be the Series 2024-1 Final Payment Date; provided, however, that with respect to any Series 2024-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Master Issuer shall not be obligated to provide any additional notice to the Trustee or the Rating Agency of such Series 2024-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 3.06(g) (Payment of Series 2024-1 Note Principal— Notices of Optional Prepayments) of this Series Supplement. The Trustee shall provide any written notice required under this Section 3.06(l) (Payment of Series 2024-1 Note Principal—Series 2024-1 Notices of Final Payment) to each Person in whose name a Series 2024-1 Note is registered at the close of business on such Prepayment Record Date of the Series 2024-1 Prepayment Date that will be the Series 2024-1 Final Payment Date. Such written notice to be sent to the Series 2024-1 Class A-2 Noteholders shall be made at the expense of the Master Issuer and shall be mailed by the Trustee within five (5) Business Days of receipt of notice from the Master Issuer indicating that the Series 2024-1 Final Payment will be made and shall specify that such Series 2024-1 Final Payment will be payable only upon presentation and surrender of the Series 2024-1 Notes, which such surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Back-Up Manager, the Trustee, the Servicer (including in its capacity as Control Party) and their affiliates, and shall specify the place where the Series 2024-1 Notes may be presented and surrendered for such Series 2024-1 Final Payment.

Section 3.07 Series 2024-1 Class A-1 Distribution Account.

(a) Establishment of Series 2024-1 Class A-1 Distribution Account. The Master Issuer has established with the Trustee the Series 2024-1 Class A-1 Distribution Account in the name of the Master Issuer subject to the lien of the Trustee for the benefit of the Series 2024-1 Class A-1 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2024-1 Class A-1 Noteholders. The Series 2024-1 Class A-1 Distribution Account shall be an Eligible Account. Initially, the Series 2024-1 Class A-1 Distribution Account will be established with the Trustee. Any and all amounts held in the Series 2024-1 Class A-1 Distribution Account shall remain uninvested.

(b) Series 2024-1 Class A-1 Distribution Account Constitutes Additional Collateral for Series 2024-1 Class A-1 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2024-1 Class A-1 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2024-1 Class A-1 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2024-1 Class A-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2024-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2024-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2024-1 Class A-1 Distribution Account Collateral”).

(c) Termination of Series 2024-1 Class A-1 Distribution Account. On or after the date on which (1) all accrued and unpaid interest on and principal of all Outstanding Series 2024-1 Class A-1 Notes have been paid, (2) all Undrawn L/C Face Amounts have expired or have been cash collateralized in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement (after giving effect to the provisions of Section 4.04 thereof), (3) all fees and expenses and other amounts then due and payable hereunder and under the Series 2024-1 Class A-1 Note Purchase Agreement have been paid and (4) all Series 2024-1 Class A-1 Commitments have been terminated in full, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2024-1 Class A-1 Distribution Account all amounts on deposit therein and deposit all such amounts into the Collection Account for distribution pursuant to the Priority of Payments and all Liens with respect to Series 2024-1 Class A-1 Distribution Account created in favor of the Trustee for the benefit of the Series 2024-1 Class A-1 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2024-1 Class A-1 Noteholders’ security interest in the Series 2024-1 Class A-1 Distribution Account Collateral.

Section 3.08 Series 2024-1 Class A-2 Distribution Account.

(a) Establishment of Series 2024-1 Class A-2 Distribution Account. The Master Issuer has established with the Trustee the Series 2024-1 Class A-2 Distribution Account in the name of the Master Issuer subject to the lien of the Trustee for the benefit of the Series 2024-1 Class A-2 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2024-1 Class A-2 Noteholders. The Series 2024-1 Class A-2 Distribution Account shall be an Eligible Account. Initially, the Series 2024-1 Class A-2 Distribution Account will be established with the Trustee. Any and all amounts held in the Series 2024-1 Class A-2 Distribution Account shall remain uninvested.

(b) Series 2024-1 Class A-2 Distribution Account Constitutes Additional Collateral for Series 2024-1 Class A-2 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2024-1 Class A-2 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2024-1 Class A-2 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2024-1 Class A-2 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2024-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2024-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2024-1 Class A-2 Distribution Account Collateral”).

(c) Termination of Series 2024-1 Class A-2 Distribution Account. On or after the date on which all accrued and unpaid interest on and principal of all Outstanding Series 2024-1 Class A-2 Notes have been paid, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2024-1 Class A-2 Distribution Account all amounts on deposit therein and deposit all such amounts into the Collection Account for distribution pursuant to the Priority of Payments and all Liens with respect to the Series 2024-1 Class A-2 Distribution Account created in favor of the Trustee for the benefit of the Series 2024-1 Class A-2 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2024-1 Class A-2 Noteholders’ security interest in the Series 2024-1 Class A-2 Distribution Account Collateral.

Section 3.09 Trustee as Securities Intermediary. (a) The Trustee or other Person holding the Series 2024-1 Distribution Accounts shall be the “Series 2024-1 Securities Intermediary”. If the Series 2024-1 Securities Intermediary in respect of any Series 2024-1 Distribution Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2024-1 Securities Intermediary set forth in this Section 3.09 (Trustee as Securities Intermediary).

(b) The Series 2024-1 Securities Intermediary agrees that:

(i) The Series 2024-1 Distribution Accounts are accounts to which Financial Assets will or may be credited;

(ii) The Series 2024-1 Distribution Accounts are “securities accounts” within the meaning of Section 8-501 ofthe New York UCC and the Series 2024-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to any Series 2024-1 Distribution Account shall be registered in the name of the Series 2024-1 Securities Intermediary, indorsed to the Series 2024-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2024-1 Securities Intermediary, and in no case will any Financial Asset credited to any Series 2024-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;

(iv) All property delivered to the Series 2024-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2024-1 Distribution Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to any Series 2024-1 Distribution Account shall be treated as a Financial Asset;

(vi) If at any time the Series 2024-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2024-1 Distribution Accounts, the Series 2024-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person;

(vii) The Series 2024-1 Distribution Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2024-1 Securities Intermediary’s jurisdiction and the Series 2024-1 Distribution Accounts (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York. The parties further agree that with respect to the Series 2024-1 Distribution Accounts the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York;

(viii) The Series 2024-1 Securities Intermediary has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2024-1 Distribution Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person, and the Series 2024-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Series 2024-1 Securities Intermediary to comply with entitlement orders as set forth in Section 3.09(b)(vi) (Trustee as Securities Intermediary) of this Series Supplement; and

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2024-1 Distribution Accounts, neither the Series 2024-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, any Series 2024-1 Distribution Account or any Financial Asset credited thereto. If the Series 2024-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual

Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2024-1 Distribution Account or any Financial Asset carried therein, the Series 2024-1 Securities Intermediary will promptly notify the Series 2024-1 Class A-1 Administrative Agent, the Trustee, the Manager, the Servicer and the Master Issuer thereof.

(c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2024-1 Distribution Accounts and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2024-1 Distribution Accounts; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2024-1 Distribution Accounts.

Section 3.10 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer. The Series 2024-1 Noteholders by their acceptance of the Series 2024-1 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Series 2024-1 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 3.11 Replacement of Ineligible Accounts. If, at any time, either of the Series 2024-1 Class A-1 Distribution Account or the Series 2024-1 Class A-2 Distribution Account shall cease to be an Eligible Account (each, a “Series 2024-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Series 2024-1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Series 2024-1 Distribution Account maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from such Series 2024-1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Series 2024-1 Noteholders, and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement.

ARTICLE IV

FORM OF SERIES 2024-1 NOTES

Section 4.01 Issuance of Series 2024-1 Class A-1 Notes. (a) The Series 2024-1 Class A-1 Advance Notes shall be issued in the form of definitive notes in fully registered form without interest coupons (other than any Uncertificated Notes), substantially in the form set forth in Exhibit A-1-1 hereto, and shall be issued to the Series 2024-1 Class A-1 Noteholders (other than the Series 2024-1 Class A-1 Subfacility Noteholders) pursuant to and in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.04 (Execution and Authentication) of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2024-1 Class A-1 Note Purchase Agreement, the Series 2024-1 Class A-1 Advance Notes shall not be transferred, assigned, exchanged or otherwise pledged or conveyed by such Series 2024-1 Class A-1 Noteholders. The Series 2024-1 Class A-1 Advance Notes shall bear a face amount equal in the aggregate to up to the Series 2024-1 Class A-1 Notes Maximum Principal Amount as of the Series 2024-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2024-1 Class A-1 Initial Advance Principal Amount. The Trustee shall record any Increases or Decreases with respect to the Series 2024-1 Class A-1 Outstanding Principal Amount such that, subject to Section 4.01(d) (Issuance of Series 2024-1 Class A-1 Notes) of this Series Supplement, the principal amount of the Series 2024-1 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases. The Series 2024-1 Class A-1 Swingline Notes shall be issued in the form of definitive notes in fully registered form without interest coupons (other than any Uncertificated Notes), substantially in the form set forth in Exhibit A-1-2 hereto, and shall be issued to the Swingline Lender pursuant to and in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.04 (Execution and Authentication) of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2024-1 Class A-1 Note Purchase Agreement, the Series 2024-1 Class A-1 Swingline Notes shall not be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender. The Series 2024-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Series 2024-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2024-1 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.01(b) (Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of this Series Supplement. The Series 2024-1 Class A-1 Administrative Agent shall record any Subfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.01(d) (Issuance of Series 2024-1 Class A-1 Notes) of this Series Supplement, the aggregate principal amount of the Series 2024-1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.

(b) The Series 2024-1 Class A-1 L/C Notes shall be issued in the form of definitive notes in fully registered form without interest coupons (other than any Uncertificated Notes), substantially in the form set forth in Exhibit A-1-3 hereto, and shall be issued to the L/C Provider pursuant to and in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.04 (Execution and Authentication) of the Base Indenture. Other than

in accordance with this Series Supplement and the Series 2024-1 Class A-1 Note Purchase Agreement, the Series 2024-1 Class A-1 L/C Notes shall not be transferred, assigned, exchanged or otherwise pledged or conveyed by the L/C Provider. The Series 2024-1 Class A-1 L/C Notes shall bear a face amount equal in the aggregate to up to the L/C Commitment as of the Series 2024-1 Closing Date, and shall be initially issued in an aggregate amount equal to the Series 2024-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount pursuant to Section 2.01(b) (Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of this Series Supplement. The Series 2024-1 Class A-1 Administrative Agent shall record any Subfacility Increases or Subfacility Decreases with respect to the Undrawn L/C Face Amounts or Unreimbursed L/C Drawings, as applicable, such that, subject to Section 4.01(d) (Issuance of Series 2024-1 Class A-1 Notes) of this Series Supplement, the aggregate amount of the Series 2024-1 Class A-1 L/C Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases. All Undrawn L/C Face Amounts shall be deemed to be “principal” outstanding under the Series 2024-1 Class A-1 L/C Note for all purposes of the Base Indenture and the other Related Documents other than for purposes of accrual of interest.

(c) For the avoidance of doubt, notwithstanding that the aggregate face amount of the Series 2024-1 Class A-1 Notes will exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount, at no time shall the principal amount actually outstanding of the Series 2024-1 Class A-1 Advance Notes, the Series 2024-1 Class A-1 Swingline Notes and the Series 2024-1 Class A-1 L/C Notes in the aggregate exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount.

(d) The Series 2024-1 Class A-1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Authorized Officers executing such Series 2024-1 Class A-1 Notes, as evidenced by their execution of the Series 2024-1 Class A-1 Notes. The Series 2024-1 Class A-1 Notes may be produced in any manner, all as determined by the Authorized Officers executing such Series 2024-1 Class A-1 Notes, as evidenced by their execution of such Series 2024-1 Class A-1 Notes. The initial sale of the Series 2024-1 Class A-1 Notes shall be limited to Persons that have executed the Series 2024-1 Class A-1 Note Purchase Agreement. The Series 2024-1 Class A-1 Notes may be resold only to the Master Issuer and its Affiliates and Persons that are not Competitors in compliance with the terms of the Series 2024-1 Class A-1 Note Purchase Agreement.

(e) Uncertificated Notes. At the request of a Holder or transferee of Series 2024-1 Class A-1 Notes, the Series 2024-1 Class A-1 Notes may be issued in the form of Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration of the Uncertificated Note in the Note Register by the Registrar a Confirmation of Registration, the form of which shall be set forth in Exhibit E hereto.

(i) Except as otherwise expressly provided herein:

(1) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes of this Series 2024-1 Supplement;

(2) with respect to any Uncertificated Note, (a) references herein to authentication and delivery of a Note shall be deemed to refer to creation of an entry for such Note in the Note Register and registration of such Note in the name of the owner, (b) references herein to cancellation of a Note shall be deemed to refer to deregistration of such Note and (c) references herein to the date of authentication of a Note shall refer to the date of registration of such Note in the Note Register in the name of the owner thereof;

(3) references to execution of Notes by the Master Issuer, to surrender of the Notes and to presentment of the Notes shall be deemed not to refer to Uncertificated Notes; provided that the provisions of Section 4.03 (Transfer Restrictions of Series 2024-1 Class A-1 Notes) relating to surrender of the Notes shall apply equally to deregistration of Uncertificated Notes; and

(4) for the avoidance of doubt, no Confirmation of Registration shall be required to be surrendered (x) in connection with a transfer of the related Uncertificated Note or (y) in connection with the final payment of the related Uncertificated Note.

(ii) The Note Register shall be conclusive evidence of the ownership of an Uncertificated Note.

(iii) Each of the Series 2024-1 Class A-1 Notes in the form of a definitive note may also be exchanged in its entirety for an Uncertificated Note and, upon complete exchange thereof, such Series 2024-1 Class A-1 Notes shall be cancelled and deregistered by the Registrar.

(iv) Each of the Uncertificated Notes may be exchanged in its entirety for a Series 2024-1 Class A-1 Note in the form of a definitive note and, upon complete exchange thereof, such Uncertificated Note shall be deregistered by the Registrar.

Section 4.02 Issuance of Series 2024-1 Class A-2 Notes. The Series 2024-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2024-1 Class A-2 Initial Principal Amount on the Series 2024-1 Closing Date by the Master Issuer pursuant to the Series 2024-1 Class A-2 Note Purchase Agreement. The Series 2024-1 Class A-2 Notes will be resold initially only to (A) the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States, to Persons that are QIBs in reliance on Rule 144A and that are not Competitors and (C) outside the United States, to Persons that are neither a U.S. person (as defined in Regulation S, a “U.S. Person”) in reliance on Regulation S nor Competitors. The Series 2024-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2024-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2024-1 Class A-2 Notes. The Applicable Procedures shall apply to transfers of beneficial interests in the Series 2024-1 Class A-2 Notes. The Series 2024-1 Class A-2 Notes shall be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.

(a) Rule 144A Global Notes. The Series 2024-1 Class A-2 Notes offered and sold in their initial resale in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-1 hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 4.02 (Issuance of Series 2024-1 Class A-2 Notes) and Section 4.04 (Transfer Restrictions of Series 2024-1 Class A-2 Notes), the “Rule 144A Global Notes”). The aggregate initial principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided.

(b) Temporary Regulation S Global Notes and Permanent Regulation S Global Notes. Any Series 2024-1 Class A-2 Notes offered and sold on the Series 2024-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream. Until such time as the Restricted Period shall have terminated with respect to any Series 2024-1 Class A-2 Note, such Series 2024-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 4.02 (Issuance of Series 2024-1 Class A-2 Notes) and Section 4.04 (Transfer Restrictions of Series 2024-1 Class A-2 Notes), as the “Temporary Regulation S Global Notes”. After such time as the Restricted Period shall have terminated, the Temporary Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-2-3 hereto, as hereinafter provided (collectively, for purposes of this Section 4.02 (Issuance of Series 2024-1 Class A-2 Notes) and Section 4.04 (Transfer Restrictions of Series 2024-1 Class A-2 Notes), the “Permanent Regulation S Global Notes”). The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.

(c) Definitive Notes. The Series 2024-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 4.02 (Issuance of Series 2024-1 Class A-2 Notes) and Section 4.04 (Transfer Restrictions of Series 2024-1 Class A-2 Notes) of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 (Definitive Notes) of the Base Indenture and this Section 4.02(c) (Issuance of Series 2024-1 Class A-2 Notes) in accordance with their terms and, upon complete exchange thereof, such Series 2024-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.

Section 4.03 Transfer Restrictions of Series 2024-1 Class A-1 Notes. (a) Subject to the terms of the Base Indenture and the Series 2024-1 Class A-1 Note Purchase Agreement, the holder of any Series 2024-1 Class A-1 Advance Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering (or deregistering, in the case of

Uncertificated Notes) such Series 2024-1 Class A-1 Advance Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by a certificate substantially in the form of Exhibit B-1 hereto; provided that if the holder of any Series 2024-1 Class A-1 Advance Note transfers, in whole or in part, its interest in any Series 2024-1 Class A-1 Advance Note pursuant to (i) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Series 2024-1 Class A-1 Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to the Series 2024-1 Class A-1 Note Purchase Agreement, then such Series 2024-1 Class A-1 Noteholder shall not be required to submit a certificate substantially in the form of Exhibit B-1 hereto upon transfer of its interest in such Series 2024-1 Class A-1 Advance Note. In exchange for any Series 2024-1 Class A-1 Advance Note properly presented for transfer, the Master Issuer shall execute and together with one or more Company Orders direct the Trustee to, and the Trustee shall cancel or deregister, as applicable, the transferred Note and promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2024-1 Class A-1 Advance Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2024-1 Class A-1 Advance Note in part, the Master Issuer shall execute and together with one or more Company Orders direct the Trustee to, and the Trustee shall cancel or deregister, as applicable, the transferred portion of such Note and promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2024-1 Class A-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2024-1 Class A-1 Advance Note shall be made unless the request for such transfer is made by the Series 2024-1 Class A-1 Noteholder at such office. In the case of a transfer to a Holder electing to take such Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee. Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of transferred Series 2024-1 Class A-1 Advance Notes, the Trustee shall recognize the holders of such Series 2024-1 Class A-1 Advance Note as Series 2024-1 Class A-1 Noteholders.

(b) Subject to the terms of the Base Indenture and the Series 2024-1 Class A-1 Note Purchase Agreement, the Swingline Lender may transfer the Series 2024-1 Class A-1 Swingline Notes in whole but not in part by surrendering (or deregistering, in the case of Uncertificated Notes) such Series 2024-1 Class A-1 Swingline Notes at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,

STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(d) of the Series 2024-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2024-1 Class A-1 Swingline Note properly presented for transfer, the Master Issuer shall execute and together with one or more Company Orders direct the Trustee to, and the Trustee shall cancel or deregister, as applicable, the transferred Note and promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Series 2024-1 Class A-1 Swingline Note for the same aggregate principal amount as was transferred. No transfer of any Series 2024-1 Class A-1 Swingline Note shall be made unless the request for such transfer is made by the Swingline Lender at such office. In the case of a transfer to a Holder electing to take such Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee. Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of any transferred Series 2024-1 Class A-1 Swingline Note, the Trustee shall recognize the holder of such Series 2024-1 Class A-1 Swingline Note as a Series 2024-1 Class A-1 Noteholder.

(c) Subject to the terms of the Base Indenture and the Series 2024-1 Class A-1 Note Purchase Agreement, the L/C Provider may transfer any Series 2024-1 Class A-1 L/C Note in whole or in part, in an amount equivalent to an authorized denomination, by surrendering (or deregistering, in the case of Uncertificated Notes) such Series 2024-1 Class A-1 L/C Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(e) of the Series 2024-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2024-1 Class A-1 L/C Note properly presented for transfer, the Master Issuer shall execute and together with one or more Company Orders direct the Trustee to, and the Trustee shall cancel or deregister, as applicable, the transferred Note and promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2024-1 Class A-1 L/C Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2024-1 Class A-1 L/C Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of transferor) to such address as the transferor may request, Series 2024-1 Class A-1 L/C Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2024-1 Class A-1 L/C Note shall be made unless the request for such transfer is made by the L/C Provider at such office. In the case of a transfer to a Holder electing to take such Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee. Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of any transferred Series

2024-1 Class A-1 L/C Note, the Trustee shall recognize the holder of such Series 2024-1 Class A-1 L/C Note as a Series 2024-1 Class A-1 Noteholder.

(d) Each Series 2024-1 Class A-1 Note (other than any Uncertificated Note) shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2024-1 CLASS A-1 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION AND THE MASTER ISSUER HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS THAT ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF DECEMBER 18, 2024 BY AND AMONG THE MASTER ISSUER, JERSEY MIKE’S FRANCHISE SYSTEMS, INC., AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS, THE FUNDING AGENTS AND COOPERATIVE RABOBANK U.A., NEW YORK BRANCH, AS L/C PROVIDER, SWINGLINE LENDER AND SERIES 2024-1 CLASS A-1 ADMINISTRATIVE AGENT.

The required legend set forth above shall not be removed from the Series 2024-1 Class A-1 Notes except as provided herein.

Section 4.04 Transfer Restrictions of Series 2024-1 Class A-2 Notes. (a) A Series 2024-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 4.04(a) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) shall not prohibit any transfer of a Series 2024-1 Class A-2 Note that is issued in exchange for a Series 2024-1 Global Note in accordance with Section 2.08 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2024-1 Global Note effected in accordance with the other provisions of this Section 4.04 (Transfer Restrictions of Series 2024-1 Class A-2 Notes).

(b) The transfer by a Series 2024-1 Note Owner holding a beneficial interest in a Series 2024-1 Class A-2 Note in the form of a Rule 144A Global Note to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Master Issuer as such transferee has requested pursuant to Rule 144A or has determined not to request such

information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c) If a Series 2024-1 Note Owner holding a beneficial interest in a Series 2024-1 Class A-2 Note in the form of a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Temporary Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.04(c) (Transfer Restrictions of Series 2024-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-1 hereto given by the Series 2024-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Rule 144A Global Note, and to increase the principal amount of the Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(d) If a Series 2024-1 Note Owner holding a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Permanent Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Permanent Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.04(d) (Transfer Restrictions of Series 2024-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-2 hereto given by the Series 2024-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A Global Note, and to increase

the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(e) If a Series 2024-1 Note Owner holding a beneficial interest in a Temporary Regulation S Global Note or a Permanent Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.04(e) (Transfer Restrictions of Series 2024-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Rule 144A Global Note in a principal amount equal to that of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, a certificate in substantially the form set forth in Exhibit B-3 hereto given by such Series 2024-1 Note Owner holding such beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, and to increase the principal amount of the Rule 144A Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Rule 144A Global Note having a principal amount equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer.

(f) In the event that a Series 2024-1 Global Note or any portion thereof is exchanged for Series 2024-1 Class A-2 Notes other than Series 2024-1 Global Notes, such other Series 2024-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2024-1 Class A-2 Notes that are not Series 2024-1 Global Notes or for a beneficial interest in a Series 2024-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Master Issuer and the Registrar, which shall be substantially consistent with the provisions of Section 4.04(a) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) through Section 4.04(e) (Transfer Restrictions of Series 2024-1 Class

A-2 Notes) and Section 4.04(g) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2024-1 Global Note comply with Rule 144A or Regulation S, as the case may be) and any Applicable Procedures.

(g) Until the termination of the Restricted Period with respect to any Series 2024-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2024-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 4.04(g) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) shall not prohibit any transfer in accordance with Section 4.04(d) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Permanent Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.04 (Transfer Restrictions of Series 2024-1 Class A- 2 Notes).

(h) The Rule 144A Global Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2024-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND JERSEY MIKE’S FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO A PERSON THAT IS NOT A COMPETITOR AND THAT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON THAT IS NEITHER A COMPETITOR NOR A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

1Applicable to 144A Notes only.

[IF THE HOLDER OF THIS NOTE IS DETERMINED TO BE A COMPETITOR OR HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER THAT IS NOT A “U.S. PERSON” AND THAT IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON THAT IS A “U.S. PERSON” OR THAT IS A COMPETITOR.]2

(i) The Series 2024-1 Class A-2 Notes Temporary Regulation S Global Notes shall also bear the following legend:

(j) The Series 2024-1 Global Notes issued in connection with the Series 2024-1 Class A-2 Notes shall bear the following legend:

2Applicable to Reg S Notes only.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(k) The required legends set forth above shall not be removed from the Series 2024-1 Class A-2 Notes except as provided herein. The legend required for a Rule 144A Global Note may be removed from such Rule 144A Global Note if there is delivered to the Master Issuer and the Registrar such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Master Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Global Note will not violate the registration requirements of the 1933 Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer (or the Manager on its behalf), shall authenticate and deliver in exchange for such Rule 144A Global Note a Series 2024-1 Class A-2 Note or Series 2024-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Rule 144A Global Note has been removed from a Series 2024-1 Class A-2 Note as provided above, no other Series 2024-1 Class A-2 Note issued in exchange for all or any part of such Series 2024-1 Class A-2 Note shall bear such legend, unless the Master Issuer has reasonable cause to believe that such other Series 2024-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the 1933 Act and instructs the Trustee to cause a legend to appear thereon.

Section 4.05 Note Owner Representations and Warranties. Each Person that becomes a Note Owner of a beneficial interest in a Series 2024-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2024-1 Note as follows: With respect to any sale of Series 2024-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2024-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2024-1 Notes in any such sale will be for its own account or for the account of another QIB.

(b) With respect to any sale of Series 2024-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2024-1 Notes was originated, it was outside the United States and the offer was made to a Person that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.

(c) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2024-1 Notes.

(d) It understands that the Master Issuer, the Manager and the Servicer may receive a list of participants holding positions in the Series 2024-1 Notes from one or more book-entry depositories.

(e) It understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee, (ii) copies of Permitted Recipient Certifications executed to obtain access to the Trustee’s password-protected website and (iii) copies of prospective investor confirmations of representations and warranties executed to obtain access to the Noteholder Materials.

(f) It will provide to each person to which it transfers Series 2024-1 Notes notices of any restrictions on transfer of such Series 2024-1 Notes.

(g) It understands that (i) the Series 2024-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2024-1 Notes have not been registered under the 1933 Act, (iii) such Series 2024-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person that the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is neither a U.S. Person in a transaction meeting the requirements of Regulation S nor a Competitor and (iv) the purchaser will, and each subsequent holder of a Series 2024-1 Note is required to, notify any subsequent purchaser of a Series 2024-1 Note of the resale restrictions set forth in clause (iii) above.

(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.04(h) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) of this Series Supplement.

(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.04(i) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) of this Series Supplement.

(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.04(j) (Transfer Restrictions of Series 2024-1 Class A-2 Notes) of this Series Supplement.

(k) Either (i) the purchaser or transferee is neither a Plan, nor a governmental, church, non-U.S. or other plan which is subject to Similar Law or (ii) the purchaser’s or transferee’s acquisition, holding and disposition of the Series 2024-1 Notes (or any interest therein)

will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any Similar Law).

(l) If such purchaser or transferee is a Plan, it understands that it shall be deemed to represent, warrant and agree that (i) none of the Master Issuer, Guarantor, the Initial Purchasers or other party to the securitization transaction or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the Plan (“Plan Fiduciary”), has relied as a primary basis in connection with its decision to invest in the Series 2024-1 Notes, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan in connection with the Plan’s investment in the Series 2024-1 Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2024-1 Notes.

(m) It understands that any subsequent transfer of the Series 2024-1 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Base Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2024-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.

(n) It is not a Competitor.

Section 4.06 Limitation on Liability. None of the Master Issuer, Jersey Mike’s Franchise Systems, Inc., the Trustee, the Servicer, the Back-Up Manager, the Initial Purchasers, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note. None of the Master Issuer, Jersey Mike’s Franchise Systems, Inc., the Trustee, the Servicer, the Initial Purchasers, any Paying Agent or their respective Affiliates shall have any responsibility or liability with respect to any records maintained by the Noteholder with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein.

ARTICLE V

GENERAL

Section 5.01 Information. On or before the date that is three (3) Business Days prior to each Quarterly Payment Date, the Master Issuer shall furnish, or cause to be furnished, a Quarterly Noteholders’ Report with respect to the Series 2024-1 Notes to the Trustee, each Rating Agency, the Servicer and each Paying Agent, with a copy to the Back-Up Manager, substantially in the form of Exhibit C hereto, setting forth, inter alia, the following information with respect to such Quarterly Payment Date:

(a) the total amount available to be distributed to Series 2024-1 Noteholders on such Quarterly Payment Date and payment instructions with respect thereto;

(b) the amount of such distribution allocable to the payment of interest on each Class of the Series 2024-1 Notes;

(d) the amount of such distribution allocable to the payment of any Series 2024-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2024-1 Class A-2 Notes;

(e) the amount of such distribution allocable to the payment of any fees or other amounts due to the Series 2024-1 Class A-1 Noteholders;

(f) whether, to the Actual Knowledge of the Master Issuer, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event of Default, Potential Manager Termination Event, Manager Termination Event or Servicer Termination Event has occurred as of the related Quarterly Calculation Date or any Cash Trapping Period is in effect, as of such Quarterly Calculation Date;

(g) the DSCR for such Quarterly Payment Date and the three Quarterly Payment Dates immediately preceding such Quarterly Payment Date;

(h) the number of Securitized Franchised Restaurants that are open for business as of the last day of the preceding Quarterly Collection Period;

(i) the amount of Systemwide Sales as of the related Quarterly Calculation Date;

(j) the amount on deposit in the Vendor Program Payment Reserve Account as of the related Quarterly Calculation Date;

(k) the amount on deposit in a Concentration Account constituting Area Director Reserve Amounts as of the related Quarterly Calculation Date; and

(l) the amount on deposit in the Senior Notes Interest Reserve Account (and the availability under any Interest Reserve Letter of Credit relating to the Senior Notes) and the amount on deposit in the Cash Trap Reserve Account, if any, in each case as of the close of business on the last Business Day of the preceding Quarterly Collection Period;

Any Series 2024-1 Noteholder may obtain copies of each Quarterly Noteholders’ Report in accordance with the procedures set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture. To the extent not set forth in the related Quarterly Noteholders’ Report, the Master Issuer shall cause the Series 2024-1 Class A-1 Administrative Agent to provide to the Trustee the amounts to be distributed in respect of interest,

principal and/or fees to each holder of a Series 2024-1 Class A-1 Note from the aggregate amounts in respect of interest, principal or fees to be distributed to such Class of Notes.

Section 5.02 Exhibits. The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.

Section 5.03 Ratification of Base Indenture. As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.

Section 5.04 Certain Notices to the Rating Agency. The Master Issuer shall provide to the Rating Agency a copy of each Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.

Section 5.05 Prior Notice by Trustee to the Controlling Class Representative and Control Party. Subject to Section 10.01 (Duties of the Trustee) of the Base Indenture, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the Trustee has given prior written notice thereof to the Controlling Class Representative and the Control Party and obtained the direction of the Control Party (subject to Section 11.04(e) (Control Party) of the Base Indenture, at the direction of the Controlling Class Representative).

Section 5.06 Counterparts. This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 5.07 Governing Law. THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

Section 5.08 Amendments. This Series Supplement may not be modified or amended except (i) with the written consent of the parties hereto and (ii) in accordance with the additional requirements set forth in Article XIII (Amendments) of the Base Indenture. Notwithstanding the foregoing, in addition to amendments, modifications or waivers effected in accordance with the Base Indenture, this Series Supplement may be amended or modified, or any of the terms hereof waived in writing by the Master Issuer and the Trustee with the consent of the Investors required pursuant to the Series 2024-1 Class A-1 Note Purchase Agreement, but without the consent of any other Person if such amendment, modification or waiver is with respect to any of the terms hereof relating to the Series 2024-1 Class A-1 Notes only, and not the Series 2024-1 Class A-2 Notes; provided, however, that no such amendment may adversely affect (x) the Trustee, without the Trustee’s prior consent, (y) the Servicer, without the Servicer’s prior consent or (z) the Back-Up Manager without the Back-Up Manager’s prior consent.

Section 5.09 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2024-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2024-1 Notes that have been replaced or paid) to the Trustee for cancellation (or deregistration, in the case of Uncertificated Notes) and all Letters of Credit have expired, have been cash collateralized in full pursuant to the terms of the Series 2024-1 Class A-1 Note Purchase Agreement or are deemed to no longer be outstanding in accordance with Section 4.04 of the Series 2024-1 Class A-1 Note Purchase Agreement, (ii) all fees and expenses and other amounts under the Series 2024-1 Class A-1 Note Purchase Agreement have been paid in full and all Series 2024-1 Class A-1 Commitments have been terminated, (iii) the Master Issuer has paid all sums payable hereunder and, without duplication, (iii) the conditions set forth in Section 12.01(c) (Termination of the Master Issuer’s and Guarantors ‘ Obligations—Series Defeasance) of the Base Indenture have been satisfied with respect to the Series 2024-1 Notes; provided that any provisions of this Series Supplement required for the Series 2024-1 Final Payment to be made shall survive until the Series 2024-1 Final Payment is paid to the Series 2024-1 Noteholders.

Section 5.10 Entire Agreement. This Series Supplement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 5.11 1934 Act. The Master Issuer hereby represents and warrants, for the benefit of the Trustee and the Noteholders, that payments on the Notes will not depend primarily on cash flow from self-liquidating financial assets within the meaning of Section 3(a)(79) of the 1934 Act.

Section 5.12 Notices. All notices, requests or other communications desired or required to be given under this Agreement shall be in writing and shall be sent according to Section 14.01 (Notices) of the Base Indenture. In addition, any notice or communication to the Rating Agency shall be sent to the following addresses:


	If to S&P:

	S&P Global Ratings
	55 Water Street
	42nd Floor
	New York, NY 10041-0003
	Attention: ABS Surveillance Group - New Assets
	E-mail: [email address]

	If to KBRA:

	Kroll Bond Rating Agency, LLC
	805 Third Avenue, 29th Floor
	New York, NY 10022
	Attention: ABS Surveillance
	E-mail: [email address]

Section 5.13 Electronic Signatures and Transmission.

(a) For purposes of this Series Supplement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

(b) Any requirement in the Base Indenture that a document, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission.

(c) Notwithstanding anything to the contrary in this Series Supplement, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2024-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.


JERSEY MIKE’S FUNDING, LLC,

a Delaware limited liability company, as Master Issuer


By:	/s/ Peter Cancro
Name:	Peter Cancro
Title:	Chief Executive Officer


CITIBANK, N.A., not in its individual capacity but solely as Trustee and as Series 2024-1 Securities Intermediary


By:	/s/ Trang Tran-Rojas
Name:	Trang Tran-Rojas
Title:	Senior Trust Officer

ANNEX A

SERIES 2024-1

SUPPLEMENTAL DEFINITIONS LIST

“Administrative Agent Fees” has the meaning set forth in the Series 2024-1 Class A-1 VFN Fee Letter.

“Advance Request” has the meaning set forth in the Section 7.03(e) of the Series 2024-1 Class A- 1 Note Purchase Agreement.

“Agent Members” means members of, or participants in, DTC, or a nominee thereof.

“Application” means an application, in such form, as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.

“Assignment and Assumption Agreement” has the meaning set forth in Section 9.17(a) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Base Rate” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Base Rate Advance” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Breakage Amount” has the meaning set forth in Section 3.06 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Cede” has the meaning set forth in Section 4.02(a) (Issuance of Series 2024-1 Class A-2 Notes) of the Series 2024-1 Supplement.

“Class A-1 Accrued Quarterly Commitment Fee Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Class A-1 Notes Commitment Fees Account with respect to the Series 2024-1 Class A-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Class A-1 Notes Accrued Quarterly Commitment Fee Amounts for all such preceding Weekly Allocation Dates.

“Class A-1 Amendment Expenses” means “Amendment Expenses” as defined in, and payable pursuant to, Section 9.05(a)(ii) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Class A-1 Daily Interest Amount” means, for any day during any Interest Accrual Period, the sum of the following amounts:

A-1

(a) with respect to any Base Rate Advance outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2024-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 360; plus

(b) with respect to any Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2024-1 Class A-1 Swingline Loans and Unreimbursed L/C Drawings outstanding as of the close of business on such day divided by (ii) 360; plus

(c) with respect to any Undrawn L/C Face Amounts outstanding on such day, the L/C Quarterly Fees that accrue thereon for such day.

“Class A-1 Estimated Quarterly Commitment Fee” means, with respect to any Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Daily Commitment Fees Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Series 2024-1 Class A-1 Quarterly Commitment Fees Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.04(b) (Series 2024-1 Class A-1 Interest and Certain Fees—Undrawn Commitment Fees).

“Class A-1 Estimated Quarterly Interest” means, with respect to each Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Class A-1 Daily Interest Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Class A-1 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period, together with additional interest thereon as set forth in Section 3.04(a) (Series 2024-1 Class A-1 Interest and Certain Fees—Series 2024-1 Class A-1 Notes Interest and L/C Quarterly Fees).

“Class A-1 Extension Fees” means the fees payable pursuant to the Series 2024-1 Class A-1 VFN Fee Letter in connection with the extension of a Commitment Termination Date.

“Class A-1 Final Interest Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (i)- (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period. For purposes of the Base Indenture, the “Class A-1 Final Interest Adjustment Amount” for any Interest Accrual Period shall be deemed to be a “Class A-1 Interest Adjustment Amount” for such Interest Accrual Period.

“Class A-1 Interim Interest Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated

A-2

pursuant to clauses (i) - (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period.

“Class A-1 Notes Accrued Quarterly Commitment Fee Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Commitment Fee Final Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) below) an amount equal to the sum of:

(i) the sum of (A) the product of (1) the Weekly Accrual Percentage and (2) the Class A-1 Estimated Quarterly Commitment Fee for such Interest Accrual Period and (B) the Class A-1 Accrued Quarterly Commitment Fee Shortfall for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Commitment Fee, net of any allocated but unpaid negative Commitment Fee Final Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;

(ii) if such Weekly Allocation Date is the twelfth, thirteenth or fourteenth Weekly Allocation Date in such Quarterly Collection Period, the Commitment Fee Interim Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (i)); and

(iii) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Commitment Fee Final Adjustment Amount, if positive, with respect to such Interest Accrual Period.

For purposes of the Base Indenture, the “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” shall be deemed to be the “Class A-1 Notes Accrued Quarterly Commitment Fee Amount”.

“Class A-1 Order of Distribution” shall mean the priorities of distribution set forth in Section 4.02(a) and (b) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Class A-1 Quarterly Commitment Fee Amount” means, for any Interest Accrual Period, with respect to all Outstanding Series 2024-1 Class A-1 Notes, the Undrawn Commitment Fees due and payable on all such Outstanding Series 2024-1 Class A-1 Notes with respect to such Interest Accrual Period. For purposes of the Base Indenture, the “Class A-1 Quarterly Commitment Fee Amount” shall be deemed to be a “Class A-1 Quarterly Commitment Fee Amount”.

A-3

of the Base Indenture, the Class A-2 Accrued Quarterly Scheduled Principal Amount shall be deemed to be a “Senior Notes Accrued Quarterly Scheduled Principal Amount”.

“Class A-2 Quarterly Interest” means, with respect to any Interest Accrual Period for the Series 2024-1 Class A-2 Notes, an amount equal to the sum of (i) the accrued interest at the applicable Series 2024-1 Class A-2 Note Rate on the Series 2024-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.05(a) (Series 2024-1 Class A-2Notes Interest—Series 2024-1 Class A-2 Notes Interest).

“Commitment Fee Final Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period. For purposes of the Base Indenture, the “Commitment Fee Final Adjustment Amount” shall be deemed to be the “Class A-1 Commitment Fee Adjustment Amount”.

“Commitment Fee Interim Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period.

“Commitment Termination Date” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Commitments” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Committed Note Purchaser” has the meaning set forth in the preamble to the Series 2024-1 Class A-1 Note Purchase Agreement.

“Conduit Investors” has the meaning set forth in the preamble to the Series 2024-1 Class A-1 Note Purchase Agreement.

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“Confirmation of Registration” means, with respect to an Uncertificated Note, a confirmation of registration, substantially in the form of Exhibit E hereto, provided to the owner thereof promptly after the registration of the Uncertificated Note in the Note Register by the Registrar.

“CP Rate” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Daily Commitment Fees Amount” means, for any day during any Interest Accrual Period, the Undrawn Commitment Fees that accrue for such day.

“Daily Post-Renewal Date Contingent Interest Amount” means, for any day during any Interest Accrual Period commencing on or after the Series 2024-1 Class A-1 Notes Renewal Date, the sum of (a) the result of (i) the product of (x) the Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) the Series 2024-1 Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances and Undrawn L/C Face Amounts included therein) as of the close of business on such day divided by (ii) 360 and (b) the result of (i) the product of (x) the Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) any Base Rate Advances included in the Series 2024-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 365 or 366, as applicable.

“Decrease” means a Mandatory Decrease or a Voluntary Decrease, as applicable.

“Definitive Notes” has the meaning set forth in Section 4.02(c) (Issuance of Series 2024-1 Class A-2 Notes—Definitive Notes) of the Series 2024-1 Supplement.

“Depository” means the depository or the custodian specified herein to which the Notes of a Class of a Series, upon original issuance, may be issued and delivered.

“DTC” means The Depository Trust Company and any successor thereto.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“Estimated Class A-1 Daily Interest Amount” means (a) for the first Interest Accrual Period, the Class A-1 Daily Interest Amount as ofthe Series 2024-1 Closing Date and (b) for any other Interest Accrual Period, the Class A-1 Daily Interest Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.

“Estimated Daily Commitment Fees Amount” means (a) for the first Interest Accrual Period, the Daily Commitment Fees Amount as of the Series 2024-1 Closing Date and (b) for any other Interest Accrual Period, the Daily Commitment Fees Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.

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“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor or successors thereto.

“Funding Agent” has the meaning set forth in the preamble to the Series 2024-1 Class A-1 Note Purchase Agreement.

“Initial Purchasers” means Guggenheim Securities, LLC, SMBC Nikko Securities America, Inc., Barclays Capital Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC, Rabo Securities USA, Inc. and Blackstone Securities Partners L.P.

“Investor” has the meaning set forth in the Series 2024-1 Class A-1 Note Purchase Agreement.

“Investor Group Supplement” has the meaning set forth in Section 9.17(c) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“KBRA” means Kroll Bond Rating Agency, LLC (and any successor or successors thereto).

“L/C Commitment” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“L/C Issuing Bank” has the meaning set forth in Section 2.06(g) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“L/C Obligations” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“L/C Provider” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“L/C Quarterly Fees” has the meaning set forth in the Series 2024-1 Class A-1 VFN Fee Letter.

“Letter of Credit” has the meaning set forth in Section 2.07 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Make-Whole End Date” has the meaning set forth in Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2024-1 Supplement.

“Offering Memorandum” means the offering memorandum for the offering of the Series 2024-1 Class A-2 Notes, dated December 11, 2024, prepared by the Master Issuer.

“Outstanding” has the meaning set forth in the Base Indenture.

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“Outstanding Series 2024-1 Class A-1 Notes” means, with respect to the Series 2024-1 Class A-1 Notes, all Series 2024-1 Class A-1 Notes theretofore authenticated and delivered under the Base Indenture, except:

(a) Series 2024-1 Class A-1 Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation;

(b) Series 2024-1 Class A-1 Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited in the Series 2024-1 Class A-1 Distribution Account and are available for payment of such Series 2024-1 Class A-1 Notes and the Series 2024-1 Class A-1 Commitments with respect to which have terminated; provided that if such Series 2024-1 Class A-1 Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Base Indenture or provision therefore reasonably satisfactory to the Trustee has been made;

(c) Series 2024-1 Class A-1 Notes that have been defeased in accordance with Section 12.01 (Termination of the Master Issuer’s and Guarantors’ Obligations) of the Base Indenture;

(d) Series 2024-1 Class A-1 Notes in exchange for, or in lieu of which other Series 2024-1 Class A-1 Notes have been authenticated and delivered pursuant to the Base Indenture, unless proof reasonably satisfactory to the Trustee is presented that any such Series 2024-1 Class A-1 Notes are held by a holder in due course or protected purchaser; and

(e) Series 2024-1 Class A-1 Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Series 2024-1 Class A-1 Notes have been issued as provided in the Base Indenture.

“Outstanding Series 2024-1 Class A-2 Notes” means, with respect to the Series 2024-1 Class A-2 Notes, all Series 2024-1 Class A-2 Notes theretofore authenticated and delivered under the Base Indenture, except:

(a) Series 2024-1 Class A-2 Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation;

(b) Series 2024-1 Class A-2 Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited in the Series 2024-1 Class A-2 Distribution Account and are available for payment of such Series 2024-1 Class A-2 Notes; provided that if such Series 2024-1 Class A-2 Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Base Indenture or provision therefore reasonably satisfactory to the Trustee has been made;

(c) Series 2024-1 Class A-2 Notes that have been defeased in accordance with Section 12.01 (Termination of the Master Issuer’s and Guarantors’ Obligations) of the Base Indenture;

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(d) Series 2024-1 Class A-2 Notes in exchange for, or in lieu of which other Series 2024-1 Class A-2 Notes have been authenticated and delivered pursuant to the Base Indenture, unless proof reasonably satisfactory to the Trustee is presented that any such Series 2024-1 Class A-2 Notes are held by a holder in due course; and

(e) Series 2024-1 Class A-2 Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Series 2024-1 Class A-2 Notes have been issued as provided in the Base Indenture;

provided that (A) in determining whether the Noteholders of the requisite Outstanding Principal Amount have given any request, demand, authorization, direction, notice, consent, waiver or vote under the Base Indenture, the following Series 2024-1 Class A-2 Notes shall be disregarded and deemed not to be Outstanding: (x) Series 2024-1 Class A-2 Notes owned by the Securitization Entities or any other obligor upon the Series 2024-1 Class A-2 Notes or any Affiliate of any of them and (y) Series 2024-1 Class A-2 Notes held in any accounts with respect to which the Manager or any Affiliate thereof exercises discretionary voting authority; provided, further, that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Series 2024-1 Class A-2 Notes as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Series 2024-1 Class A-2 Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Series 2024-1 Class A-2 Notes and that the pledgee is not a Securitization Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority.

“Outstanding Series 2024-1 Notes” means, collectively, all Outstanding Series 2024-1 Class A-1 Notes and all Outstanding Series 2024-1 Class A-2 Notes.

“Permanent Regulation S Global Notes” has the meaning set forth in Section 4.02(b) (Issuance of Series 2024-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2024-1 Supplement.

“Plan” means either an ERISA Plan or plans that are not subject to ERISA, but which are subject to Section 4975 of the Code, such as individual retirement accounts.

“Plan Fiduciary” has the meaning set forth in Section 4.05(l) (Note Owner Representations and Warranties) of the Series 2024-1 Supplement.

“Prepayment Notice” has the meaning set forth in Section 3.06(g) (Payment of Series 2024-1 Note Principal—Notices of Optional Prepayments) of the Series 2024-1 Supplement.

“Prepayment Record Date” means, with respect to the date of any Series 2024-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2024-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2024-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2024-1 Prepayment.

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“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.

“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, with respect to the Series 2024-1 Class A-2 Notes, $ 1,875,000; provided that amounts paid to the Series 2024-1 Class A-2 Noteholders in respect of the Series 2024-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) shall reduce all remaining Quarterly Scheduled Principal Amounts. Series 2024-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 (Cancellation) of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2024-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2024-1 Class A-2 Notes. For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.

“Rating Agency” means S&P, KBRA and any respective successor or successors thereto. Solely with respect to the Series 2024-1 Class A-2 Notes, in the event that at any time the rating agency rating the Series 2024-1 Class A-2 Notes does not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent S&P and/or KBRA date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such alternative rating agency is used.

“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.

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(g) the Senior Notes Post-ARD Contingent Interest Account, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount.


Week	Percentage
1	-
2	-
3	-
4	-
5	50%
6	50%
7	50%
8	80%
9	80%
10	100%
11	100%
12	100%
13	100%

“Restricted Period” means, with respect to any Series 2024-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2024-1 Closing Date and ending on the 40th day after the Series 2024-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the 1933 Act.

“Rule 144A Global Notes” has the meaning set forth in Section 4.02(a) (Issuance of Series 2024-1 Class A-2 Notes) of the Series 2024-1 Supplement.

“S&P” means S&P Global Ratings (and any successor or successors thereto).

“Senior Notes Accrued Quarterly Interest Amount (Class A-1)” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) below), an amount equal to the sum of:

(i) the sum of (A) the product of (1) the Weekly Accrual Percentage and (2) the Class A-1 Estimated Quarterly Interest for such Interest Accrual Period and (B) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1) for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Interest, net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;

(ii) if such Weekly Allocation Date is the twelfth, thirteenth or fourteenth Weekly Allocation Date in such Quarterly Collection Period, the Class A-1 Interim Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (i)); and

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(iii) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Class A-1 Final Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period.

“Senior Notes Accrued Quarterly Interest Amount (Class A-2)” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the sum of: (i) the product of (1) the Weekly Allocation Percentage and (2) the expected Class A-2 Quarterly Interest for such Interest Accrual Period and (ii) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-2) for such Weekly Allocation Date, until such expected Class A-2 Quarterly Interest shall have been allocated in full.

“Senior Notes Accrued Quarterly Interest Shortfall (Class A-1)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to Senior Notes Accrued Quarterly Interest Amount (Class A-1) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-1) for all such preceding Weekly Allocation Dates.

“Senior Notes Accrued Quarterly Interest Shortfall (Class A-2)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to the Senior Notes Accrued Quarterly Interest Amount (Class A-2) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-2) for all such preceding Weekly Allocation Dates.

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2024-1 Notes on each preceding Weekly Allocation Date with

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respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.

“Series 2024-1 Anticipated Repayment Date” has the meaning set forth in Section 3.06(b) (Payment of Series 2024-1 Note Principal—Series 2024-1 Anticipated Repayment Date) of the Series 2024-1 Supplement. For purposes of the Base Indenture, the Series 2024-1 Anticipated Repayment Date shall be deemed to be a “Series Anticipated Repayment Date”.

“Series 2024-1 Class A-1 Administrative Agent” means Cooperatieve Rabobank U.A., New York Branch. For purposes of the Base Indenture, the “Series 2024-1 Class A-1 Administrative Agent” shall be deemed to be a “Class A-1 Administrative Agent”.

“Series 2024-1 Class A-1 Advance” has the meaning set forth in the recitals to the Series 2024-1 Class A-1 Note Purchase Agreement.

“Series 2024-1 Class A-1 Advance Notes” has the meaning set forth in “Designation” in the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Advance Request” has the meaning set forth under “Advance Request” in this Annex A.

“Series 2024-1 Class A-1 Breakage Amount” has the meaning set forth under “Breakage Amount” in this Annex A.

“Series 2024-1 Class A-1 Commitment Term” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Series 2024-1 Class A-1 Commitments” has the meaning set forth under “Commitments” in this Annex A.

“Series 2024-1 Class A-1 Distribution Account” means account no. 14196100 entitled “Jersey Mike’s Funding, LLC Series 2024-1 Class A-1 Distribution Account” maintained by the Trustee pursuant to Section 3.07(a) (Series 2024-1 Class A-1 Distribution Account—Establishment of Series 2024-1 Class A-1 Distribution Account) or any successor securities account maintained pursuant to Section 3.07(a) (Series 2024-1 Class A-1 Distribution Account—Establishment of Series 2024-1 Class A-1 Distribution Account).

“Series 2024-1 Class A-1 Distribution Account Collateral” has the meaning set forth in Section 3.07(b) (Series 2024-1 Class A-1 Distribution Account—Series 2024-1 Class A-1 Distribution Account Constitutes Additional Collateral for Series 2024-1 Class A-1 Notes) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Excess Principal Event” shall be deemed to have occurred if, on any date, the Series 2024-1 Class A-1 Outstanding Principal Amount exceeds the Series 2024-1 Class A-1 Notes Maximum Principal Amount.

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“Series 2024-1 Class A-1 Initial Advance” has the meaning set forth in Section 2.01(a) (Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Initial Advance Principal Amount” means the aggregate initial outstanding principal amount of the Series 2024-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2024-1 Class A-1 Initial Advances made on the Series 2024-1 Closing Date pursuant to Section 2.01(a) (Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of the Series 2024-1 Supplement, which is $0.

“Series 2024-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount” means the aggregate initial outstanding principal amount of the Series 2024-1 Class A-1 L/C Note of the L/C Provider corresponding to the aggregate Undrawn L/C Face Amounts of the Letters of Credit issued on the Series 2024-1 Closing Date pursuant to Section 2.07 of the Series 2024-1 Class A-1 Note Purchase Agreement, which is $0.

“Series 2024-1 Class A-1 Initial Swingline Principal Amount” means the aggregate initial outstanding principal amount of the Series 2024-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Series 2024-1 Closing Date pursuant to Section 2.06 of the Series 2024-1 Class A-1 Note Purchase Agreement, which is $0.

“Series 2024-1 Class A-1 L/C Notes” has the meaning set forth in “Designation” in the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 L/C Obligations” has the meaning set forth under “L/C Obligations” in this Annex A.

“Series 2024-1 Class A-1 Legal Final Maturity Date” is expected to be the Quarterly Payment Date occurring in February 2055.

“Series 2024-1 Class A-1 Note Purchase Agreement” means the Class A-1 Note Purchase Agreement, dated as of December 18, 2024, by and among the Master Issuer, the Guarantors, the Manager, the Investors, the Series 2024-1 Class A-1 Noteholders and Rabobank, as administrative agent thereunder, pursuant to which the Series 2024-1 Class A-1 Noteholders have agreed to purchase the Series 2024-1 Class A-1 Notes from the Master Issuer, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to time. For purposes of the Base Indenture, the “Series 2024-1 Class A-1 Note Purchase Agreement” shall be deemed to be a “Variable Funding Note Purchase Agreement”.

“Series 2024-1 Class A-1 Note Rate” means, for any day, (a) with respect to any portion of the Series 2024-1 Class A-1 Outstanding Principal Amount as of such day, the CP Rate or the Base Rate, as applicable thereto pursuant to the Series 2024-1 Class A-1 Note Purchase Agreement for such day, and (b) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2024-1 Class A-1 Note Rate, the Base Rate in effect for such day.

“Series 2024-1 Class A-1 Noteholder” means the Person in whose name a Series 2024-1 Class A-1 Note is registered in the Note Register.

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“Series 2024-1 Class A-1 Notes” has the meaning set forth in “Designation” in the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Notes Amortization Event” means the circumstance in which the Outstanding Principal Amount of the Series 2024-1 Class A-1 Notes is not paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or prior to the Series 2024-1 Class A-1 Notes Renewal Date. For purposes of the Base Indenture, a “Series 2024-1 Class A-1 Notes Amortization Event” shall be deemed to be a “Class A-1 Notes Amortization Event”.

“Series 2024-1 Class A-1 Notes Amortization Period” means the period commencing on the date on which a Series 2024-1 Class A-1 Notes Amortization Event occurs and ending on the date on which there are no Series 2024-1 Class A-1 Notes Outstanding. For purposes of the Base Indenture, a “Series 2024-1 Class A-1 Notes Amortization Period” shall be deemed to be a “Class A-1 Notes Amortization Period”.

“Series 2024-1 Class A-1 Notes Maximum Principal Amount” means $100,000,000, as such amount may be reduced pursuant to Section 2.05 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Series 2024-1 Class A-1 Notes Renewal Date” means (i) the Quarterly Payment Date in February 2030, (ii) if the date in clause (i) is extended at such time to the Quarterly Payment Date in February 2031, the Quarterly Payment Date in February 2031 and (iii) if the date in clause (ii) is extended at such time to the Quarterly Payment Date in February 2032, the Quarterly Payment Date in February 2032, in each case pursuant to Section 3.06(b) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Anticipated Repayment Date; Series 2024-1 Class A-1 Notes Renewal Date) of this Series Supplement. For purposes of the Base Indenture, the “Series 2024-1 Class A-1 Notes Renewal Date” shall be deemed to be a “Class A-1 Notes Renewal Date”.

“Series 2024-1 Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2024-1 Class A-1 Initial Advance Principal Amount, if any, minus (b) the amount of principal payments (whether pursuant to a Decrease, a prepayment, a redemption or otherwise) made on the Series 2024-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2024-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.01 (Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of the Series 2024-1 Supplement resulting from Series 2024-1 Class A-1 Advances made on or prior to such date and after the Series 2024-1 Closing Date plus (d) any Series 2024-1 Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2024-1 Class A-1 Outstanding Principal Amount exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount. For purposes of the Base Indenture, the “Series 2024-1 Class A-1 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount”.

“Series 2024-1 Class A-1 Outstanding Subfacility Amount” means, when used with respect to any date, the aggregate principal amount of any Series 2024-1 Class A-1 Swingline Notes and Series 2024-1 Class A-1 L/C Notes outstanding on such date (after giving effect to Subfacility

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Increases or Subfacility Decreases therein to occur on such date pursuant to the terms of the Series 2024-1 Class A-1 Note Purchase Agreement or the Series 2024-1 Supplement).

“Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Amount” means, for any Interest Accrual Period commencing on or after the Series 2024-1 Class A-1 Notes Renewal Date, an amount equal to the sum of the aggregate of the Daily Post-Renewal Date Contingent Interest Amounts for each day in such Interest Accrual Period. For purposes of the Base Indenture, Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

“Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Rate” has the meaning set forth in Section 3.04(c) (Series 2024-1 Class A-1 Interest and Certain Fees—Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest Rate) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Subfacility Noteholder” means the Person in whose name a Series 2024-1 Class A-1 Swingline Note or Series 2024-1 Class A-1 L/C Note is registered in the Note Register.

“Series 2024-1 Class A-1 Swingline Loan” has the meaning set forth under “Swingline Loans” in this Annex A.

“Series 2024-1 Class A-1 Swingline Notes” has the meaning set forth in “Designation” of the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 VFN Fee Letter” means the Fee Letter, dated as of the Series 2024-1 Closing Date, by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider, the Swingline Lender, and the Series 2024-1 Class A-1 Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.

“Series 2024-1 Class A-2 Distribution Account” means account no. 14196200 entitled “Jersey Mike’s Funding, LLC Series 2024-1 Class A-2 Distribution Account” maintained by the Trustee pursuant to Section 3.08(a) (Series 2024-1 Class A-2 Distribution Account—Establishment of the Series 2024-1 Class A-2 Distribution Account) of the Series 2024-1 Supplement or any successor securities account maintained pursuant to Section 3.08(a) (Series 2024-1 Class A-2 Distribution Account—Establishment of the Series 2024-1 Class A-2 Distribution Account) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-2 Distribution Account Collateral” has the meaning set forth in Section 3.08(b) (Series 2024-1 Class A-2 Distribution Account—Series 2024-1 Class A-2 Distribution Account Constitutes Additional Collateral for Series 2024-1 Class A-2 Notes) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2024-1 Class A-2 Notes, which is $750,000,000.

“Series 2024-1 Class A-2 Legal Final Maturity Date” is expected to be the Quarterly Payment Date occurring in February 2055.

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“Series 2024-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 3.06(g) (Payment of Series 2024-1 Note Principal—Notices of Optional Prepayments) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2024-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2024-1 Class A-2 Prepayment occurs prior to the relevant Make-

Whole End Date, (i) the discounted present value as of the relevant Series 2024-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the applicable Series 2024-1 Prepayment Date) and principal (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay from the applicable Series 2024-1 Prepayment Date to and including the Make-Whole End Date, assuming that (x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts are to be made on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount being prepaid or (B) if such Series 2024-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date, zero. For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2024-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%. For purposes of the Base Indenture, Series 2024-1 Class A-2 Make-Whole Prepayment Premium shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.

“Series 2024-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of December 11, 2024, by and among Guggenheim Securities, LLC, as Representative of the Initial Purchasers, the Master Issuer, the Guarantors and Jersey Mike’s Franchise Systems, Inc., as amended, supplemented or otherwise modified from time to time.

“Series 2024-1 Class A-2 Note Rate” means 5.636% per annum.

“Series 2024-1 Class A-2 Noteholder” means the Person in whose name a Series 2024-1 Class A-2 Note is registered in the Note Register.

“Series 2024-1 Class A-2 Notes” has the meaning set forth in “Designation” of the Series 2024-1 Supplement.

“Series 2024-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2024-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount,

A-16

a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2024-1 Class A-2 Noteholders with respect to Series 2024-1 Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the Series 2024-1 Class A-2 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.

“Series 2024-1 Class A-2 Prepayment” has the meaning set forth in Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2024-1 Supplement.

“Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 3.05(b)(i) (Series 2024-1 Class A-2 Notes Interest—Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest). For purposes of the Base Indenture, the Series 2024-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

“Series 2024-1 Closing Date” means December 18, 2024. For purposes of the Base Indenture, the Series 2024-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2024-1 Notes.

“Series 2024-1 Distribution Accounts” means, collectively, the Series 2024-1 Class A-1 Distribution Account and the Series 2024-1 Class A-2 Distribution Account. For purposes of the Base Indenture, the Series 2024-1 Distribution Accounts shall be deemed to be “Series Distribution Accounts”.

“Series 2024-1 Extension Elections” means, collectively, the Series 2024-1 First Extension Election and the Series 2024-1 Second Extension Election.

“Series 2024-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2024-1 Notes, the expiration or cash collateralization in accordance with the terms of the Series 2024-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts (after giving effect to the provisions of Section 4.04 of the Series 2024-1 Class A-1 Note Purchase Agreement), the payment of all fees and expenses and other amounts then due and payable under the Series 2024-1 Class A-1 Note Purchase Agreement and the termination in full of all Series 2024-1 Class A-1 Commitments.

“Series 2024-1 Final Payment Date” means the date on which the Series 2024-1 Final Payment is made.

“Series 2024-1 First Extension Election” has the meaning set forth in Section 3.06(b)(i) (First Extension Election) of the Series 2024-1 Supplement.

“Series 2024-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.

“Series 2024-1 Ineligible Account” has the meaning set forth in Section 3.11 (Replacement of Ineligible Accounts) of the Series 2024-1 Supplement.

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“Series 2024-1 Legal Final Maturity Date” means, (i) with respect to the Series 2024-1 Class A-1 Notes, the Series 2024-1 Class A-1 Legal Final Maturity Date and (ii) with respect to the Series 2024-1 Class A-2 Notes, the Series 2024-1 Class A-2 Legal Final Maturity Date. For purposes of the Base Indenture, the “Series 2024-1 Legal Final Maturity Date” shall be deemed to be a “Series Legal Final Maturity Date”.

“Series 2024-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Senior ABS Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing. For purposes of the Base Indenture, the Series 2024-1 Non-Amortization Test shall be deemed to be a “Series Non-Amortization Test”.

“Series 2024-1 Note Owner” means, with respect to a Series 2024-1 Note that is a Book-Entry Note, the Person that is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Series 2024-1 Noteholders” means, collectively, the Series 2024-1 Class A-1 Noteholders and the Series 2024-1 Class A-2 Noteholders.

“Series 2024-1 Notes” has the meaning set forth in “Designation” in the Series 2024-1 Supplement.

“Series 2024-1 Outstanding Principal Amount” means, with respect to any date, the sum of the Series 2024-1 Class A-1 Outstanding Principal Amount, plus the Series 2024-1 Class A-2 Outstanding Principal Amount.

“Series 2024-1 Prepayment” means a Series 2024-1 Class A-2 Prepayment or any other prepayment in respect of the Series 2024-1 Notes pursuant to Section 3.06(e) (Payment of Series 2024-1 Note Principal—Series 2024-1 Class A-2 Make-Whole Prepayment Premium Payments), Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) and Section 3.06(k) (Payment of Series 2024-1 Note Principal—Distributions of Series 2024-1 Class A-2 Optional Prepayment).

“Series 2024-1 Prepayment Amount” means the aggregate principal amount to be prepaid on any Series 2024-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.

“Series 2024-1 Prepayment Date” means the date on which any prepayment on the Series 2024-1 Class A-2 Notes is made pursuant to Section 3.06(d) (Payment of Series 2024-1 Note Principal—Series 2024-1 Mandatory Payments of Principal), Section 3.06(f) (Payment of Series 2024-1 Note Principal— Optional Prepayment of Series 2024-1 Class A-2 Notes) or Section 3.06(j) (Payment of Series 2024-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) of this Series Supplement, which shall be, with respect to any Series 2024-1 Prepayment pursuant to Section 3.06(f) (Payment of Series 2024-1 Note Principal—Optional Prepayment of Series 2024-1 Class A-2 Notes) of this

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Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2024-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.

“Series 2024-1 Second Extension Election” has the meaning set forth in Section 3.06(b)(ii) (Second Extension) of the Series 2024-1 Supplement.

“Series 2024-1 Securities Intermediary” has the meaning set forth in Section 3.09(a) (Trustee as Securities Intermediary) of the Series 2024-1 Supplement.

“Series 2024-1 Senior Notes” means, collectively, the Series 2024-1 Class A-1 Notes and the Series 2024-1 Class A-2 Notes.

“Series 2024-1 Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) of “Senior Notes Accrued Quarterly Interest Amount (Class A-1)”), an amount equal to the sum of Senior Notes Accrued Quarterly Interest Amount (Class A-1) and Senior Notes Accrued Quarterly Interest Amount (Class A-2) for such Weekly Allocation Date. For purposes of the Base Indenture, the “Senior Notes Accrued Quarterly Interest Amount” shall be deemed to be a “Senior Notes Accrued Quarterly Interest Amount”.

“Series 2024-1 Senior Notes Quarterly Interest Amount” means, with respect to each Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that the Senior Notes Accrued Quarterly Interest Shortfall for each applicable Weekly Allocation Date is equal to zero). While not otherwise used herein, for purposes of the Base Indenture, the Series 2024-1 Senior Notes Quarterly Interest Amount shall be deemed to be a “Senior Notes Quarterly Interest Amount”.

“Series 2024-1 Supplement” means the Series 2024-1 Supplement, dated as of the Series 2024-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2024-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.

“Series 2024-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2024-1 Supplement.

“Similar Law” means any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title 1 of ERISA or Section 4975 of the Code.

“STAMP” has the meaning set forth in Section 4.03(a) (Transfer Restrictions of the Series 2024-1 Class A-2 Notes) of the Series 2024-1 Supplement.

“Subfacility Decrease” has the meaning set forth in Section 2.02(d) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of the Series 2024-1 Supplement.

A-19

“Subfacility Increase” has the meaning set forth in Section 2.01(b) (Procedures for Issuing and Increasing the Series 2024-1 Class A-1 Outstanding Principal Amount) of the Series 2024-1 Supplement.

“Swingline Commitment” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A- 1 Note Purchase Agreement.

“Swingline Lender” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Swingline Loans” has the meaning set forth in Section 2.06(a) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Temporary Regulation S Global Notes” has the meaning set forth in Section 4.02(b) (Issuance of Series 2024-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2024-1 Supplement.

“Undrawn Commitment Fees” has the meaning set forth in Section 3.02(b) of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Undrawn L/C Face Amounts” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“Unreimbursed L/C Drawings” has the meaning set forth in Section 1.02 of the Series 2024-1 Class A-1 Note Purchase Agreement.

“U.S. Person” has the meaning set forth in Section 4.02 (Issuance of Series 2024-1 Class A-2 Notes) of the Series 2024-1 Supplement.

“Voluntary Decrease” has the meaning set forth in Section 2.02(b) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount—Voluntary Decrease) of the Series 2024-1 Supplement.

“Weekly Allocation Percentage” means with respect to any Weekly Collection Period, the percentages designated by the Master Issuer in the relevant Weekly Manager’s Certificate for such Weekly Collection Period within a Quarterly Fiscal Period, each such percentage to be not less than the percentage required to cause the Required Balance to be on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account or the Senior Notes Post-ARD Contingent interest Account, as applicable, for such Weekly Collection Period.

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Exhibit 4.4

Dated as of July 24, 2025

Series 2025-1 Supplement to the

Base Indenture

$400,000,000 Series 2025-1 5.610% Fixed Rate Senior Secured Notes, Class A-2

between

Jersey Mike’s Funding, LLC,

as Master Issuer

and

Citibank, N.A.,

as Trustee and Series 2025-1 Securities Intermediary

Table of Contents


	Page
ARTICLE I DEFINITIONS		1
ARTICLE II SERIES 2025-1 ALLOCATIONS; PAYMENTS		2
Section 2.01	Allocations with Respect to the Series 2025-1 Notes	2
Section 2.02	Weekly Allocation Date Applications; Quarterly Payment Date Applications	2
Section 2.03	Certain Distributions from the Series 2025-1 Distribution Account and the Collection Account	2
Section 2.04	Series 2025-1 Class A-2 Notes Interest	2
Section 2.05	Payment of Series 2025-1 Note Principal	3
Section 2.06	Series 2025-1 Distribution Account	8
Section 2.07	Trustee as Securities Intermediary	9
Section 2.08	Manager	10
Section 2.09	Replacement of Ineligible Accounts	11
ARTICLE III FORM OF SERIES 2025-1 NOTES		11
Section 3.01	Issuance of Series 2025-1 Class A-2 Notes	11
Section 3.02	Transfer Restrictions of Series 2025-1 Class A-2 Notes	12
Section 3.03	Note Owner Representations and Warranties	17
Section 3.04	Limitation on Liability	19
ARTICLE IV GENERAL		19
Section 4.01	Information	19
Section 4.02	Exhibits	20
Section 4.03	Ratification of Base Indenture	20
Section 4.04	Certain Notices to the Rating Agency	20
Section 4.05	Prior Notice by Trustee to the Controlling Class Representative and Control Party	20
Section 4.06	Counterparts	20
Section 4.07	Governing Law	20
Section 4.08	Amendments	20
Section 4.09	Termination of Series Supplement	20
Section 4.10	Entire Agreement	21
Section 4.11	1934 Act	21
Section 4.12	Notices	21
Section 4.13	Electronic Signatures and Transmission	21
Section 4.14	Calculation of Debt Service Coverage Ratio as of First Quarterly Payment Date	22

(i)


ANNEXES
Annex A	Series 2025-1 Supplemental Definitions List

EXHIBITS

Exhibit A-1-1:	Form of Rule 144A Global Series 2025-1 Class A-2 Notes
Exhibit A-1-2:	Form of Temporary Regulation S Global Series 2025-1 Class A-2 Notes
Exhibit A-1-3:	Form of Permanent Regulation S Global Series 2025-1 Class A-2 Notes
Exhibit B-1:	Form of Transferee Certificate – Rule 144A Global Notes to Temporary
	Regulation S Global Notes
Exhibit B-2:	Form of Transferee Certificate – Rule 144A Global Notes to Permanent
	Regulation S Global Notes
Exhibit B-3:	Form of Transferee Certificate – Regulation S Global Notes to Rule 144A Global Notes
Exhibit C:	Form of Quarterly Noteholders’ Report

(ii)

SERIES 2025-1 SUPPLEMENT, dated as of July 24, 2025 (this “Series Supplement”), by and between JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2025-1 Securities Intermediary, to the Base Indenture, dated as of December 23, 2019, by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended by the First Supplement to Base Indenture, dated as of December 9, 2021, as amended by the Second Supplement to the Base Indenture, dated as of December 18, 2024, and as amended by the Third Supplement to the Base Indenture, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2025-1 Notes. On the Series 2025-1 Closing Date, the following Classes of Notes of such Series will be issued: Series 2025-1 5.610% Fixed Rate Senior Secured Notes, Class A-2 (as referred to herein, the “Series 2025-1 Class A-2 Notes” or the “Series 2025-1 Notes”). For purposes of the Base Indenture and this Series Supplement, the Series 2025-1 Notes and all other Class A Notes issued under the Base Indenture shall collectively be the most senior Class of Notes and shall be deemed to be “Senior Notes” for all purposes under the Base Indenture, including without limitation, for voting purposes.

ARTICLE I

DEFINITIONS

All capitalized terms used herein (including in the preamble and the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Series 2025-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2025-1 Supplemental Definitions List”) as such Series 2025-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. All capitalized terms not otherwise defined herein or therein shall have the meanings assigned thereto in the Base Indenture or Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture or Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein). Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2025-1 Notes and not to any other Series of Notes issued by the Master Issuer. The rules of construction set forth in Section 1.04 (Rules of Construction) of the Base Indenture shall apply for all purposes under this Series Supplement.

ARTICLE II

SERIES 2025-1 ALLOCATIONS; PAYMENTS

With respect to the Series 2025-1 Notes only, the following shall apply:

Section 2.01 Allocations with Respect to the Series 2025-1 Notes. On the Series 2025-1 Closing Date, a portion of the net proceeds from the initial sale of the Series 2025-1 Notes will be deposited into the Senior Notes Interest Reserve Account in an amount equal to $5.61 million. The remainder of the net proceeds from the sale of the Series 2025-1 Notes shall be paid to, or at the direction of, the Master Issuer.

Section 2.02 Weekly Allocation Date Applications; Quarterly Payment Date Applications. On each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall deliver a Weekly Manager’s Certificate to the Trustee, which will instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2025-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

Section 2.03 Certain Distributions from the Series 2025-1 Distribution Account and the Collection Account. On each Quarterly Payment Date, based solely upon the most recent Quarterly Noteholders’ Report, and in the order of priority of such amounts set forth in the Priority of Payments, the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture, remit to the Series 2025-1 Class A-2 Noteholders from the Series 2025-1 Distribution Account, the amounts deposited in the Series 2025-1 Distribution Account in accordance with the Base Indenture for the payment of interest, principal (to the extent applicable) and other amounts in respect of the Series 2025-1 Class A-2 Notes on such Quarterly Payment Date.

Notwithstanding anything to the contrary herein or in the Base Indenture, except as (i) provided under Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under Section 2.05(c)(ii) (Payment of Series 2025-1 Note Principal—Payment of Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2025-1 Class A-2 Notes) on Quarterly Payment Dates with respect to which the Series 2025-1 Non-Amortization Test has been satisfied, each payment in respect of the Series 2025-1 Class A-2 Notes shall be distributed (A) based upon such amounts due with respect to interest on or principal of or otherwise as provided hereunder or (B) if not explicitly provided hereunder, based on the Series 2025-1 Class A-2 Outstanding Principal Amount; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders shall be ratably allocated among the Noteholders based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount as set forth in the Quarterly Noteholders’ Report.

Section 2.04 Series 2025-1 Class A-2 Notes Interest.

(a)

Series 2025-1 Class A-2 Notes Interest. From the Series 2025-1 Closing Date until the Series 2025-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2025-1 Class A-2 Outstanding Principal Amount has been paid in full), the Series 2025-1 Class A-2 Outstanding Principal Amount (after giving effect to all payments of principal made to Series 2025-1 Class A-2 Noteholders as of the first day of each Interest Accrual Period, or if such day is not a Quarterly Payment Date, as of the following Quarterly Payment Date, and also giving effect to repurchases and cancellations of Series 2025- 1 Class A-2 Notes during such Interest Accrual Period) shall accrue interest at the Series 2025-1 Class A-2 Note Rate. Such accrued interest shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in

accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, commencing on November 15, 2025; provided that in any event all accrued but unpaid interest on the Series 2025-1 Class A-2 Outstanding Principal Amount shall be due and payable in full on the Series 2025-1 Legal Final Maturity Date, on any Series 2025-1 Prepayment Date with respect to a prepayment in full or on any other day on which all of the Series 2025-1 Class A-2 Outstanding Principal Amount is required to be paid in full. To the extent any interest accruing at the Series 2025-1 Class A-2 Note Rate is not paid on a Quarterly Payment Date when due, such unpaid interest (net of all Debt Service Advances with respect thereto, a “Class A-2 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2025-1 Class A-2 Note Rate. All computations of interest at the Series 2025-1 Class A-2 Note Rate shall be made on the basis of a year of 360 days and twelve 30-day months.

(b)

Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest.

(i) Post-ARD Contingent Interest. From and after the Series 2025-1 Anticipated Repayment Date until the Series 2025-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2025-1 Class A-2 Outstanding Principal Amount has been paid in full), additional interest (“Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest”) shall accrue at a per annum rate equal to the rate determined by the Servicer to be the greater of (A) 5.00% per annum and (B) a rate equal to the amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2025-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) 1.45%, exceeds (b) the Series 2025-1 Class A-2 Note Rate. In addition, regular interest shall continue to accrue at the Series 2025-1 Class A-2 Note Rate from and after the Series 2025-1 Anticipated Repayment Date. All computations of Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be made on the basis of a 360-day year of twelve 30-day months.

(ii) Payment of Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest. Any Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be due and payable on any applicable Quarterly Payment Date as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available. For the avoidance of doubt, Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest shall accrue and be payable in addition to the interest accrued at the Series 2025-1 Class A-2 Note Rate. The failure to pay any Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest on any Quarterly Payment Date (including on the Series 2025-1 Legal Final Maturity Date) in excess of available amounts in accordance with the foregoing will not be an Event of Default and interest will not accrue on any unpaid portion thereof.

(c)

Series 2025-1 Class A-2 Initial Interest Accrual Period. The initial Interest Accrual Period for the Series 2025-1 Class A-2 Notes shall commence on the Series 2025-1 Closing Date and end on (but exclude) November 15, 2025.

Section 2.05 Payment of Series 2025-1 Note Principal.

(a)

Series 2025-1 Class A-2 Notes Principal Payment at Legal Maturity. The Series 2025-1 Class A-2 Outstanding Principal Amount shall be due and payable on the Series 2025-1 Legal Final Maturity Date. If the Series 2025-1 Class A-2 Notes are not paid in full by the Series 2025-1 Legal Final Maturity Date, an Event of Default will occur under the Base Indenture. The Series 2025-1 Class A-2 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 2.05 (Payment of Series 2025-1 Note Principal).

(b)

Series 2025-1 Class A-2 Anticipated Repayment Date. The “Series 2025-1 Anticipated Repayment Date” means, with respect to the Series 2025-1 Class A-2 Notes, the Quarterly Payment Date occurring in August 2032.

(c)

(ii) Quarterly Scheduled Principal Amounts shall be due and payable on each Quarterly Payment Date prior to the Series 2025-1 Anticipated Repayment Date, commencing on the Quarterly Payment Date in November 2025, in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing will not be an Event of Default; provided that Quarterly Scheduled Principal Amounts shall only be due and payable on a Quarterly Payment Date if the Series 2025-1 Non-Amortization Test is not satisfied with respect to such Quarterly Payment Date; provided, further that if the Series 2025-1 Non-Amortization Test is satisfied, the Master Issuer may, at its option, prior to the Series 2025-1 Anticipated Repayment Date, pay all or any part of such Quarterly Scheduled Principal Amounts on such Quarterly Payment Date.

(iv) For each Weekly Allocation Date with respect to which the Series 2025-1 Non-Amortization Test was satisfied as of the most recent Non-Amortization Test Date, the Master Issuer may elect not to allocate to the Senior Notes Principal Payment Account an amount equal to the Senior Notes Accrued Scheduled Principal Payment Amount with respect to the Offered Notes (by electing to deem, as set forth in the related Weekly Manager’s Certificate, the Series 2025-1 Class A-2 Notes Scheduled Principal Payment Amount in respect of the related Quarterly Payment Date to be zero).

(d)

Series 2025-1 Mandatory Payments of Principal.

(i) During any Rapid Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the Series 2025-1 Notes (sequentially, in alphanumerical order of Class A Notes) as and when amounts are made available for payment thereof (x) on any related Weekly Allocation Date in accordance with the Priority of Payments and (y) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, together with any Series 2025-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments) of this Series Supplement; provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2025-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are

available to pay such Series 2025-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments. Such payments shall be ratably allocated among the Series 2025-1 Class A-2 Noteholders, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount and unpaid amounts will continue to be due and payable on later payment dates.

(e)

Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments. In connection with any (i) mandatory prepayment of any Series 2025-1 Class A-2 Notes made during a Rapid Amortization Period pursuant to Section 2.05(d) (Payment of Series 2025-1 Note Principal—Series 2025-1 Mandatory Payments of Principal), (ii) prepayments funded with Asset Disposition Proceeds pursuant to Section 2.05(j) (Payment of Series 2025-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) or (iii) any optional prepayment of any Series 2025-1 Class A-2 Notes made pursuant to Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) (each, a “Series 2025-1 Class A-2 Prepayment”), in each case prior to the Quarterly Payment Date in the 36th month prior to the Series 2025-1 Anticipated Repayment Date (the “Make-Whole End Date”), the Master Issuer shall pay, in the manner described herein, the Series 2025-1 Class A-2 Make-Whole Prepayment Premium; provided that no such Series 2025-1 Class A-2 Make-Whole Prepayment Premium shall be payable in connection with (A) any prepayment funded by Indemnification Amounts or Insurance/Condemnation Proceeds or (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2025-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts.

(f)

Optional Prepayment of Series 2025-1 Class A-2 Notes. In addition to any right to optionally prepay any or all of the Notes in accordance with the Base Indenture, including Section 5.14(p) (Quarterly Payment Date Applications) of the Base Indenture, and subject to Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments) and Section 2.05(g) (Payment of Series 2025-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding Principal Amount in whole or in part on any Business Day or on any date a mandatory prepayment is made and that is specified as the Series 2025-1 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part pursuant to this Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) in a principal amount for any single prepayment in part of less than $1 million on any Business Day (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2025-1 A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account to be prepaid is sufficient to pay any Series 2025-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments), in each case, payable on the relevant Series 2025-1 Class A-2 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount to be prepaid is sufficient to pay the Class A-2 Quarterly Interest to but excluding the relevant Series 2025-1 Prepayment Date relating to the Outstanding Principal Amount to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2025-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Post-ARD Contingent Interest Account that is allocable to the Series 2025-1 Class A-2 Notes is sufficient to pay the Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2025-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2025-1 Class A-2 Notes on the next Weekly

Allocation Date or, in each case, such amounts have been either paid in the case of clause (B)(y) or deposited to the Series 2025-1 A-2 Distribution Account pursuant to Section 2.05(h) (Payment of Series 2025-1 Note Principal—Series 2025-1 Prepayments); and (iii) the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer may prepay the Series 2025-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

(g)

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2025-1 Prepayment Date pursuant to Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) to each Series 2025-1 Class A-2 Noteholder, the Rating Agency, the Servicer, the Control Party and the Trustee (with a copy of such notice provided to the Back-Up Manager); provided that at the request of the Master Issuer, such notice to the Series 2025-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 2.05(k) (Payment of Series 2025-1 Note Principal—Distributions of Series 2025-1 Class A-2 Optional Prepayment) of this Series Supplement. With respect to each such Series 2025-1 Class A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2025-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2025-1 Prepayment Amount and the Series 2025-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2025-1 Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2025-1 Prepayment Date (the “Series 2025-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2025-1 Class A-2 Noteholders, to withdraw, or amend the Series 2025-1 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2025-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be transmitted by email to (A) each Series 2025-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2025-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2025-1 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2025-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2025-1 Prepayment Date.

(h)

Series 2025-1 Prepayments. On each Series 2025-1 Prepayment Date with respect to any Series 2025-1 Prepayment, the Series 2025-1 Prepayment Amount and the Series 2025-1 Class A-2 Make-Whole Prepayment Premium, if any, shall be due and payable. The Master Issuer shall pay the Series 2025-1 Prepayment Amount together with the applicable Series 2025-1 Class A-2 Make-Whole Prepayment Premium, if any, by depositing such amounts in the applicable Indenture Trust Accounts in accordance with the Priority of Payments or the Series 2025-1 Distribution Account pursuant to Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes), in each case, on or prior to the related Series 2025-1 Prepayment Date to be distributed in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, Section 2.03 (Certain Distributions from the Series 2025-1 Distribution Account and the Collection Account), or Section 2.05(k) (Payment of Series 2025-1 Note Principal—Distributions of Series 2025-1 Class A-2 Optional Prepayment), as applicable.

(i)

Prepayment Premium Not Payable. For the avoidance of doubt, there is no Series 2025-1 Class A-2 Make-Whole Prepayment Premium payable as a result of (i) the application of Indemnification Amounts or Insurance/Condemnation Proceeds allocated to the Series 2025-1 Class A-2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2025-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts and (iii) any prepayment on or after the Make-Whole End Date.

(j)

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.12(d) (Deposits, Withdrawals and Collections) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(a) (Deposits, Withdrawals and Collections) of the Base Indenture and any such funds allocable to the Series 2025-1 Class A-2 Notes shall be deposited in the Series 2025-1 Distribution Account and used to prepay the Series 2025-1 Class A-2 Notes and on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 2.05(j) (Payment of Series 2025-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 2025-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 2.05(j) (Payment of Series 2025-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2025-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2025-1 Class A-2 Make-Whole Prepayment Premium in accordance with the Priority of Payments.

(k)

Distributions of Series 2025-1 Class A-2 Optional Prepayment. On the Series 2025-1 Prepayment Date for a Series 2025-1 Class A-2 Prepayment to be made pursuant to Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes), the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture (except that notwithstanding anything to the contrary therein, in the case of a prepayment to be made on a date that is not a Quarterly Payment Date, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2025-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely on either a written report which shall be provided by the Master Issuer to the Trustee or the applicable Quarterly

Noteholders’ Report, as applicable, and shall direct the Trustee to distribute to the Series 2025-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date the amount deposited in the Series 2025-1 Distribution Account pursuant to Section 2.05(h) (Payment of Series 2025-1 Note Principal—Series 2025-1 Prepayments) with respect to such Series 2025-1 Class A-2 Prepayment, in order to repay the applicable portion of the Series 2025-1 Class A-2 Outstanding Principal Amount. Such written report shall include (A) the Series 2025-1 Prepayment Amount to be transferred from the Collection Account to the Series 2025-1 Class A-2 Distribution Account and/or if applicable, the source of other funds to be deposited into the Series 2025-1 Class A-2 Distribution Account for such prepayment, (B) the amount to be distributed to the Series 2025-1 Class A-2 Notes in respect of principal, interest and, if any, Series 2025-1 Class A-2 Make-Whole Prepayment Premium, (C) if any Series 2025-1 Class A-2 Notes are not Book-entry Notes, the portion of such distributions to be made to each such Noteholder, (D) confirmation that the conditions set forth in Section 3.6(g) have been satisfied. All accrued and unpaid interest on the Series 2025-1 Class A-2 Outstanding Principal Amount prepaid and any related Series 2025-1 Class A-2 Make-Whole Prepayment Premium due to the Series 2025-1 Class A-2 Noteholders shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments.

(l)

Series 2025-1 Notices of Final Payment. The Master Issuer shall notify the Trustee, the Servicer and the Rating Agency on or before the Prepayment Record Date preceding the Series 2025-1 Prepayment Date that will be the Series 2025-1 Final Payment Date; provided, however, that with respect to any Series 2025-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Master Issuer shall not be obligated to provide any additional notice to the Trustee or the Rating Agency of such Series 2025-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 2.05(g) (Payment of Series 2025-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement. The Trustee shall provide any written notice required under this Section 2.05(l) (Payment of Series 2025-1 Note Principal—Series 2025-1 Notices of Final Payment) to each Person in whose name a Series 2025-1 Note is registered at the close of business on such Prepayment Record Date of the Series 2025-1 Prepayment Date that will be the Series 2025-1 Final Payment Date. Such written notice to be sent to the Series 2025-1 Class A-2 Noteholders shall be made at the expense of the Master Issuer and shall be posted on the Trustee’s website and emailed by the Trustee within five (5) Business Days of receipt of notice from the Master Issuer indicating that the Series 2025-1 Final Payment will be made and shall specify that such Series 2025-1 Final Payment will be payable only upon presentation and surrender of the Series 2025-1 Notes, which such surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Back-Up Manager, the Trustee, the Servicer (including in its capacity as Control Party) and their affiliates, and shall specify the place where the Series 2025-1 Notes may be presented and surrendered for such Series 2025-1 Final Payment. If a Quarterly Payment Date occurs on or prior to the Series 2025-1 Final Payment and the Series 2025-1 Notes have not been surrendered, no payments shall be made to the holders of such Notes on such Quarterly Payment Date and the final payment shall be made only upon surrender.

Section 2.06 Series 2025-1 Distribution Account.

(a)

Establishment of Series 2025-1 Distribution Account. The Master Issuer has established with the Trustee the Series 2025-1 Distribution Account in the name of the Master Issuer subject to the lien of the Trustee for the benefit of the Series 2025-1 Class A-2 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2025-1 Class A-2 Noteholders. The Series 2025-1 Distribution Account shall be an Eligible Account. Initially, the Series 2025-1 Distribution Account will be established with the Trustee. Any and all amounts held in the Series 2025-1 Distribution Account shall remain uninvested.

(b)

Series 2025-1 Distribution Account Constitutes Additional Collateral for Series 2025-1 Class A-2 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2025-1 Class A-2 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2025-1 Class A-2 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2025-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2025-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2025-1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2025-1 Distribution Account Collateral”).

(c)

Termination of Series 2025-1 Distribution Account. On or after the date on which all accrued and unpaid interest on and principal of all Outstanding Series 2025-1 Notes have been paid, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2025-1 Distribution Account all amounts on deposit therein and deposit all such amounts into the Collection Account for distribution pursuant to the Priority of Payments and all Liens with respect to the Series 2025-1 Distribution Account created in favor of the Trustee for the benefit of the Series 2025-1 Class A-2 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2025-1 Class A-2 Noteholders’ security interest in the Series 2025-1 Distribution Account Collateral.

Section 2.07 Trustee as Securities Intermediary. (a) The Trustee or other Person holding the Series 2025-1 Distribution Account shall be the “Series 2025-1 Securities Intermediary”. If the Series 2025-1 Securities Intermediary in respect of the Series 2025-1 Distribution Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2025-1 Securities Intermediary set forth in this Section 2.07 (Trustee as Securities Intermediary).

(b)

The Series 2025-1 Securities Intermediary agrees that:

(i) The Series 2025-1 Distribution Account is an account to which Financial Assets will or may be credited;

(ii) The Series 2025-1 Distribution Account is a “securities account” within the meaning of Section 8-501 of the New York UCC and the Series 2025-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to the Series 2025-1 Distribution Account shall be registered in the name of the Series 2025-1 Securities Intermediary, indorsed to the Series 2025-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2025-1 Securities Intermediary, and in no case will any Financial Asset credited to the Series 2025-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;

(iv) All property delivered to the Series 2025-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2025-1 Distribution Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to the Series 2025-1 Distribution Account shall be treated as a Financial Asset;

(vi) If at any time the Series 2025-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2025-1 Distribution Account, the Series 2025-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person;

(vii) The Series 2025-1 Distribution Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2025-1 Securities Intermediary’s jurisdiction and the Series 2025-1 Distribution Account (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York. The parties further agree that with respect to the Series 2025-1 Distribution Account the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York;

(viii) The Series 2025-1 Securities Intermediary has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2025-1 Distribution Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person, and the Series 2025-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Series 2025-1 Securities Intermediary to comply with entitlement orders as set forth in Section 2.07(b)(vi) (Trustee as Securities Intermediary) of this Series Supplement; and

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2025-1 Distribution Account, neither the Series 2025-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Series 2025-1 Distribution Account or any Financial Asset credited thereto. If the Series 2025-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Series 2025-1 Distribution Account or any Financial Asset carried therein, the Series 2025-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer and the Master Issuer thereof.

(c)

At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2025-1 Distribution Account and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2025-1 Distribution Account; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2025-1 Distribution Account.

Section 2.08 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer. The Series

2025-1 Class A-2 Noteholders by their acceptance of the Series 2025-1 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Series 2025-1 Class A-2 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 2.09 Replacement of Ineligible Accounts. If, at any time, the Series 2025-1 Distribution Account shall cease to be an Eligible Account (each, a “Series 2025-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Series 2025-1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Series 2025-1 Distribution Account maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from such Series 2025-1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Series 2025-1 Class A-2 Noteholders, and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement. The Trustee shall have no obligation to determine whether the Series 2025-1 Class A-2 Distribution Account is or continues to be an Eligible Account.

ARTICLE III

FORM OF SERIES 2025-1 NOTES

Section 3.01 Issuance of Series 2025-1 Class A-2 Notes. The Series 2025-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2025-1 Class A-2 Initial Principal Amount on the Series 2025-1 Closing Date by the Master Issuer pursuant to the Series 2025-1 Class A-2 Note Purchase Agreement. The Series 2025-1 Class A-2 Notes will be resold initially only to (A) the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States, to Persons that are QIBs in reliance on Rule 144A and that are not Competitors and (C) outside the United States, to Persons that are neither a U.S. person (as defined in Regulation S, a “U.S. Person”) in reliance on Regulation S nor Competitors. The Series 2025-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2025-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2025-1 Class A-2 Notes. The Applicable Procedures shall apply to transfers of beneficial interests in the Series 2025-1 Class A-2 Notes. The Series 2025-1 Class A-2 Notes shall be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.

(a)

Rule 144A Global Notes. The Series 2025-1 Class A-2 Notes offered and sold in their initial resale in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-1-1 hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 3.01 (Issuance of Series 2025-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2025-1 Class A-2 Notes), the “Rule 144A Global Notes”). The aggregate initial principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided.

(b)

Temporary Regulation S Global Notes and Permanent Regulation S Global Notes. Any Series 2025-1 Class A-2 Notes offered and sold on the Series 2025-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without

coupons, substantially in the form set forth in Exhibit A-1-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream. Until such time as the Restricted Period shall have terminated with respect to any Series 2025-1 Class A-2 Note, such Series 2025-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 3.01 (Issuance of Series 2025-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2025-1 Class A-2 Notes), as the “Temporary Regulation S Global Notes”. After such time as the Restricted Period shall have terminated, the Temporary Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, as hereinafter provided (collectively, for purposes of this Section 3.01 (Issuance of Series 2025-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2025-1 Class A-2 Notes), the “Permanent Regulation S Global Notes”). The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.

(c)

Definitive Notes. The Series 2025-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 3.01 (Issuance of Series 2025-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2025-1 Class A-2 Notes) of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 (Definitive Notes) of the Base Indenture and this Section 3.01(c) (Issuance of Series 2025-1 Class A-2 Notes) in accordance with their terms and, upon complete exchange thereof, such Series 2025-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.

Section 3.02 Transfer Restrictions of Series 2025-1 Class A-2 Notes. (a) A Series 2025-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 3.02(a) (Transfer Restrictions of Series 2025-1 Class A-2 Notes) shall not prohibit any transfer of a Series 2025-1 Class A-2 Note that is issued in exchange for a Series 2025-1 Global Note in accordance with Section 2.08 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2025-1 Global Note effected in accordance with the other provisions of this Section 3.02 (Transfer Restrictions of Series 2025-1 Class A-2 Notes).

(b)

The transfer by a Series 2025-1 Note Owner holding a beneficial interest in a Series 2025-1 Class A-2 Note in the form of a Rule 144A Global Note to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Master Issuer as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)

If a Series 2025-1 Note Owner holding a beneficial interest in a Series 2025-1 Class A-2 Note in the form of a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Temporary Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(c) (Transfer Restrictions of Series 2025-1 Class

A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-1 hereto given by the Series 2025-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Rule 144A Global Note, and to increase the principal amount of the Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(d)

If a Series 2025-1 Note Owner holding a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Permanent Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Permanent Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(d) (Transfer Restrictions of Series 2025-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-2 hereto given by the Series 2025-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A Global Note, and to increase the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(e)

If a Series 2025-1 Note Owner holding a beneficial interest in a Temporary Regulation S Global Note or a Permanent Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(e) (Transfer Restrictions of Series 2025-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a

specified Clearing Agency Participant’s account a beneficial interest in the Rule 144A Global Note in a principal amount equal to that of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, a certificate in substantially the form set forth in Exhibit B-3 hereto given by such Series 2025-1 Note Owner holding such beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, and to increase the principal amount of the Rule 144A Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Rule 144A Global Note having a principal amount equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)

In the event that a Series 2025-1 Global Note or any portion thereof is exchanged for Series 2025-1 Class A-2 Notes other than Series 2025-1 Global Notes, such other Series 2025-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2025-1 Class A-2 Notes that are not Series 2025-1 Global Notes or for a beneficial interest in a Series 2025-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Master Issuer and the Registrar, which shall be substantially consistent with the provisions of Section 3.02(a) (Transfer Restrictions of Series 2025-1 Class A-2 Notes) through Section 3.02(e) (Transfer Restrictions of Series 2025-1 Class A-2 Notes) and Section 3.02(g) (Transfer Restrictions of Series 2025-1 Class A-2 Notes) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2025-1 Global Note comply with Rule 144A or Regulation S, as the case may be) and any Applicable Procedures.

(g)

Until the termination of the Restricted Period with respect to any Series 2025-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2025-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 3.02(g) (Transfer Restrictions of Series 2025-1 Class A-2 Notes) shall not prohibit any transfer in accordance with Section 3.02(d) (Transfer Restrictions of Series 2025-1 Class A-2 Notes) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Permanent Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 3.02 (Transfer Restrictions of Series 2025-1 Class A-2 Notes).

(h)

The Rule 144A Global Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2025-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND JERSEY MIKE’S FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).

THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO A PERSON THAT IS NOT A COMPETITOR AND THAT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR

MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON THAT IS NEITHER A COMPETITOR NOR A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

(i)

The Series 2025-1 Class A-2 Notes Temporary Regulation S Global Notes shall also bear the following legend:

1 Applicable to 144A Notes only.

2 Applicable to Reg S Notes only

(j)

The Series 2025-1 Global Notes issued in connection with the Series 2025-1 Class A-2 Notes shall bear the following legend:

LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(k)

The required legends set forth above shall not be removed from the Series 2025-1 Class A-2 Notes except as provided herein. The legend required for a Rule 144A Global Note may be removed from such Rule 144A Global Note if there is delivered to the Master Issuer and the Registrar such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Master Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Global Note will not violate the registration requirements of the 1933 Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer (or the Manager on its behalf), shall authenticate and deliver in exchange for such Rule 144A Global Note a Series 2025-1 Class A-2 Note or Series 2025-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Rule 144A Global Note has been removed from a Series 2025-1 Class A-2 Note as provided above, no other Series 2025-1 Class A-2 Note issued in exchange for all or any part of such Series 2025-1 Class A-2 Note shall bear such legend, unless the Master Issuer has reasonable cause to believe that such other Series 2025-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the 1933 Act and instructs the Trustee to cause a legend to appear thereon.

Section 3.03 Note Owner Representations and Warranties. Each Person that becomes a Note Owner of a beneficial interest in a Series 2025-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2025-1 Note as follows: With respect to any sale of Series 2025-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2025-1 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2025-1 Notes in any such sale will be for its own account or for the account of another QIB.

(b)

With respect to any sale of Series 2025-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2025-1 Notes was originated, it was outside the United States and the offer was made to a Person that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.

(c)

It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2025-1 Notes.

(d)

It understands that the Master Issuer, the Manager and the Servicer may receive a list of participants holding positions in the Series 2025-1 Notes from one or more book-entry depositories.

(e)

It understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee, (ii) copies of Permitted Recipient Certifications executed to obtain access to the Trustee’s password-protected website and (iii) copies of prospective investor confirmations of representations and warranties executed to obtain access to the Noteholder Materials.

(f)

It will provide to each person to which it transfers Series 2025-1 Notes notices of any restrictions on transfer of such Series 2025-1 Notes.

(g)

It understands that (i) the Series 2025-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2025-1 Notes have not been registered under the 1933 Act, (iii) such Series 2025-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person that the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is neither a U.S. Person in a transaction meeting the requirements of Regulation S nor a Competitor and (iv) the purchaser will, and each subsequent holder of a Series 2025-1 Note is required to, notify any subsequent purchaser of a Series 2025-1 Note of the resale restrictions set forth in clause (iii) above.

(h)

(i)

(j)

(k)

Either (i) the purchaser or transferee is neither a Plan, nor a governmental, church, non-U.S. or other plan which is subject to Similar Law or (ii) the purchaser’s or transferee’s acquisition, holding and disposition of the Series 2025-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any Similar Law).

(l)

If such purchaser or transferee is a Plan, it understands that it shall be deemed to represent, warrant and agree that (i) none of the Master Issuer, Guarantor, the Initial Purchasers or other party to the securitization transaction or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the Plan (“Plan Fiduciary”), has relied as a primary basis in connection with its decision to invest in the Series 2025-1 Notes, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan in connection with the Plan’s investment in the Series 2025-1 Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2025-1 Notes.

(m)

It understands that any subsequent transfer of the Series 2025-1 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Base Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2025-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.

(n)

It is not a Competitor.

Section 3.04 Limitation on Liability. None of the Master Issuer, Jersey Mike’s Franchise Systems, LLC, the Trustee, the Servicer, the Back-Up Manager, the Initial Purchasers, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note. None of the Master Issuer, Jersey Mike’s Franchise Systems, LLC, the Trustee, the Servicer, the Initial Purchasers, any Paying Agent or their respective Affiliates shall have any responsibility or liability with respect to any records maintained by the Noteholder with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein.

ARTICLE IV

GENERAL

Section 4.01 Information. On or before the date that is three (3) Business Days prior to each Quarterly Payment Date, the Master Issuer shall furnish, or cause to be furnished, a Quarterly Noteholders’ Report with respect to the Series 2025-1 Notes to the Trustee, each Rating Agency, the Servicer and each Paying Agent, with a copy to the Back-Up Manager, substantially in the form of Exhibit C hereto, setting forth, inter alia, the following information with respect to such Quarterly Payment Date:

(a)

the total amount available to be distributed to Series 2025-1 Class A-2 Noteholders on such Quarterly Payment Date and payment instructions with respect thereto;

(b)

the amount of such distribution allocable to the payment of interest on each Class of the Series 2025-1 Notes;

(c)

the amount of such distribution allocable to the payment of principal of each Class of the Series 2025-1 Notes;

(d)

the amount of such distribution allocable to the payment of any Series 2025-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2025-1 Class A-2 Notes;

(e)

(f)

the DSCR for such Quarterly Payment Date and the three Quarterly Payment Dates immediately preceding such Quarterly Payment Date;

(g)

the number of Securitized Franchised Restaurants that are open for business as of the last day of the preceding Quarterly Collection Period;

(h)

the amount of Systemwide Sales as of the related Quarterly Calculation Date;

(i)

the amount on deposit in the Vendor Program Payment Reserve Account as of the related Quarterly Calculation Date;

(j)

the amount on deposit in a Concentration Account constituting Area Director Reserve Amounts as of the related Quarterly Calculation Date; and

(k)

Any Series 2025-1 Class A-2 Noteholder may obtain copies of each Quarterly Noteholders’ Report in accordance with the procedures set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 4.02 Exhibits. The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.

Section 4.09 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2025-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2025-1 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) the Master Issuer has paid all sums payable hereunder and, without duplication, (iii) the conditions set forth in Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) of the Base Indenture have been satisfied with respect to the Series 2025-1 Notes; provided that any provisions of this Series Supplement required for the Series 2025-1 Final Payment to be made shall survive until the Series 2025-1 Final Payment is paid to the Series 2025-1 Class A-2 Noteholders.

If to S&P:

S&P Global Ratings

55 Water Street

42nd Floor

New York, NY 10041-0003

Attention: ABS Surveillance Group – New Assets

E-mail: [email address]

If to KBRA:

Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, NY 10022

Attention: ABS Surveillance

E-mail: [email address]

Section 4.13 Electronic Signatures and Transmission.

(a)

(b)

Any requirement in the Base Indenture that a document, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission.

(c)

Section 4.14 Calculation of Debt Service Coverage Ratio as of First Quarterly Payment Date. For the purposes of calculating the debt service coverage ratio (“DSCR”) as of the first Quarterly Payment Date after the Series 2025-1 Closing Date, Debt Service on the Series 2025-1 Notes shall be deemed to be the sum of (A) the product of (x) the amount referred to in clause (i) of the definition of “Debt Service” multiplied by (y) a fraction, the numerator of which is 90 and the denominator of which is the actual number of days elapsed during the period commencing on and including the Series 2025-1 Closing Date and ending on but excluding the Initial Quarterly Payment Date, plus (B) the amount referred to in clause (iv) of the definition of “Debt Service”.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2025-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.


JERSEY MIKE'S FUNDING, LLC,
a Delaware limited liability company, as Master Issuer

By	/s/ Walter Tombs
Name:	Walter Tombs
Title:	Treasurer


CITIBANK, N.A., not in its individual capacity but solely as Trustee and as Series 2025-1 Securities Intermediary
By:	/s/ Trang Tran-Rojas
Name:	Trang Tran-Rojas
Title:	Senior Trust Officer

ANNEX A

SERIES 2025-1

SUPPLEMENTAL DEFINITIONS LIST

“Agent Members” means members of, or participants in, DTC, or a nominee thereof.

“Cede” has the meaning set forth in Section 3.01(a) (Issuance of Series 2025-1 Class A-2 Notes) of the Series 2025-1 Supplement.

“Class A-2 Quarterly Interest” means, with respect to any Interest Accrual Period for the Series 2025-1 Class A-2 Notes, an amount equal to the sum of (i) the accrued interest at the applicable Series 2025-1 Class A-2 Note Rate on the Series 2025-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 2.04(a) (Series 2025-1 Class A-2 Notes Interest—Series 2025-1 Class A-2 Notes Interest).

“Class A-2 Quarterly Interest Shortfall Amount” has the meaning set forth in Section 2.04(a) (Series 2025-1 Class A-2 Notes Interest—Series 2025-1 Class A-2 Notes Interest) of this Series Supplement.

“Definitive Notes” has the meaning set forth in Section 3.01(c) (Issuance of Series 2025-1 Class A-2 Notes—Definitive Notes) of the Series 2025-1 Supplement.

“Depository” means the depository or the custodian specified herein to which the Notes of a Class of a Series, upon original issuance, may be issued and delivered.

“DTC” means The Depository Trust Company and any successor thereto.

“Electronic Transmission” has the meaning set forth in Section 4.13(a) (Electronic Signatures and Transmission) of this Series Supplement.

A-1

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor or successors thereto.

“Initial Purchasers” means Guggenheim Securities, LLC, SMBC Nikko Securities America, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC, Rabo Securities USA, Inc. and Blackstone Securities Partners L.P.

“KBRA” means Kroll Bond Rating Agency, LLC (and any successor or successors thereto). “Make-Whole End Date” has the meaning set forth in Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2025- 1 Supplement.

“Offering Memorandum” means the offering memorandum for the offering of the Series 2025-1 Class A-2 Notes, dated July 17, 2025, prepared by the Master Issuer.

“Outstanding” has the meaning set forth in the Base Indenture.

“Outstanding Series 2025-1 Notes” means, all Series 2025-1 Class A-2 Notes theretofore authenticated and delivered under the Base Indenture, except:

(a)

Series 2025-1 Class A-2 Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation;

(b)

Series 2025-1 Class A-2 Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited in the Series 2025-1 Distribution Account and are available for payment of such Series 2025-1 Class A-2 Notes; provided that if such Series 2025-1 Class A-2 Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Base Indenture or provision therefore reasonably satisfactory to the Trustee has been made;

(c)

Series 2025-1 Class A-2 Notes that have been defeased in accordance with Section 12.01 (Termination of the Master Issuer’s and Guarantors’ Obligations) of the Base Indenture;

(d)

Series 2025-1 Class A-2 Notes in exchange for, or in lieu of which other Series 2025-1 Class A-2 Notes have been authenticated and delivered pursuant to the Base Indenture, unless proof reasonably satisfactory to the Trustee is presented that any such Series 2025-1 Class A-2 Notes are held by a holder in due course; and

(e)

Series 2025-1 Class A-2 Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Series 2025-1 Class A-2 Notes have been issued as provided in the Base Indenture;

A-2

discretionary voting authority; provided, further, that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Series 2025-1 Class A-2 Notes as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Series 2025-1 Class A-2 Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Series 2025-1 Class A-2 Notes and that the pledgee is not a Securitization Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority.

“Permanent Regulation S Global Notes” has the meaning set forth in Section 3.01(b) (Issuance of Series 2025-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2025-1 Supplement.

“Plan” means either an ERISA Plan or plans that are not subject to ERISA, but which are subject to Section 4975 of the Code, such as individual retirement accounts.

“Plan Fiduciary” has the meaning set forth in Section 3.03(l) (Note Owner Representations and Warranties) of the Series 2025-1 Supplement.

“Prepayment Notice” has the meaning set forth in Section 2.05(g) (Payment of Series 2025-1 Note Principal—Notices of Optional Prepayments) of the Series 2025-1 Supplement.

“Prepayment Record Date” means, with respect to the date of any Series 2025-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2025-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2025-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2025-1 Prepayment.

“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.

“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, with respect to the Series 2025-1 Class A-2 Notes, $1,000,000; provided that amounts paid to the Series 2025-1 Class A-2 Noteholders in respect of the Series 2025-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) shall reduce all remaining Quarterly Scheduled Principal Amounts. Series 2025-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 (Cancellation) of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the Series 2025-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2025-1 Class A-2 Notes. For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.

A-3

“Rating Agency” means S&P, KBRA and any respective successor or successors thereto. Solely with respect to the Series 2025-1 Class A-2 Notes, in the event that at any time the rating agency rating the Series 2025-1 Class A-2 Notes does not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent S&P and/or KBRA date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such alternative rating agency is used.

“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.


Week	Percentage
1	–
2	–
3	–
4	–
5	50%
6	50%
7	50%
8	80%
9	80%
10	100%
11	100%
12	100%
13	100%

“Restricted Period” means, with respect to any Series 2025-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2025-1 Closing Date and ending on the 40th day after the Series 2025-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the 1933 Act.

A-4

“Rule 144A Global Notes” has the meaning set forth in Section 3.01(a) (Issuance of Series 2025-1 Class A-2 Notes) of the Series 2025-1 Supplement.

“S&P” means S&P Global Ratings (and any successor or successors thereto).

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2025-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.

“Series 2025-1 Anticipated Repayment Date” has the meaning set forth in Section 2.05(b) (Payment of Series 2025-1 Note Principal—Series 2025-1 Anticipated Repayment Date) of the Series 2025-1 Supplement. For purposes of the Base Indenture, the Series 2025-1 Anticipated Repayment Date shall be deemed to be a “Series Anticipated Repayment Date”.

“Series 2025-1 Distribution Account” means account no. 14479400 entitled “Jersey Mike’s Funding, LLC, Series 2025-1 Distribution Account” maintained by the Trustee pursuant to Section 2.06(a) (Series 2025-1 Distribution Account—Establishment of the Series 2025-1 Distribution Account) of the Series 2025-1 Supplement or any successor securities account maintained pursuant to Section 2.06(a) (Series 2025-1 Distribution Account—Establishment of the Series 2025-1 Distribution Account) of the Series 2025-1 Supplement. For purposes of the Base Indenture, the Series 2025-1 Distribution Account shall be deemed to be a “Series Distribution Account”.

A-5

“Series 2025-1 Distribution Account Collateral” has the meaning set forth in Section 2.06(b) (Series 2025-1 Distribution Account—Series 2025-1 Distribution Account Constitutes Additional Collateral for Series 2025-1 Class A-2 Notes) of the Series 2025-1 Supplement.

“Series 2025-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2025-1 Class A-2 Notes, which is $400,000,000.

“Series 2025-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 2.05(g) (Payment of Series 2025-1 Note Principal—Notices of Optional Prepayments) of the Series 2025-1 Supplement.

“Series 2025-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2025-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2025-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date, (i) the discounted present value as of the relevant Series 2025-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the Series 2025-1 Prepayment Date) and principal (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay from the Series 2025-1 Prepayment Date to and including the Make-Whole End Date, assuming that (x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts are to be made on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount being prepaid or (B) if such Series 2025-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date, zero. For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2025-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%. For purposes of the Base Indenture, Series 2025-1 Class A-2 Make-Whole Prepayment Premium shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.

“Series 2025-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of July 17, 2025, by and among Guggenheim Securities, LLC, as Representative of the Initial Purchasers, the Master Issuer, the Guarantors and Jersey Mike’s Franchise Systems, LLC, as amended, supplemented or otherwise modified from time to time.

“Series 2025-1 Class A-2 Note Rate” means 5.610% per annum.

“Series 2025-1 Class A-2 Noteholder” means the Person in whose name a Series 2025-1 Class A-2 Note is registered in the Note Register.

“Series 2025-1 Class A-2 Notes” has the meaning set forth in “Designation” of the Series 2025-1 Supplement.

“Series 2025-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2025-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2025-1 Class A-2 Noteholders with respect to

A-6

Series 2025-1 Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the Series 2025-1 Class A-2 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.

“Series 2025-1 Class A-2 Prepayment” has the meaning set forth in Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2025-1 Supplement.

“Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 2.04(b)(i) (Series 2025-1 Class A-2 Notes Interest—Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest). For purposes of the Base Indenture, the Series 2025-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

“Series 2025-1 Closing Date” means July 24, 2025. For purposes of the Base Indenture, the Series 2025-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2025-1 Notes.

“Series 2025-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2025-1 Notes.

“Series 2025-1 Final Payment Date” means the date on which the Series 2025-1 Final Payment is made.

“Series 2025-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.

“Series 2025-1 Ineligible Account” has the meaning set forth in Section 2.09 (Replacement of Ineligible Accounts) of the Series 2025-1 Supplement.

“Series 2025-1 Legal Final Maturity Date” means, the Quarterly Payment Date occurring in August 2055. For purposes of the Base Indenture, the Series 2025-1 Legal Final Maturity Date shall be deemed to be a “Series Legal Final Maturity Date”.

“Series 2025-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Senior ABS Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing. For purposes of the Base Indenture, the Series 2025-1 Non-Amortization Test shall be deemed to be a “Series Non-Amortization Test”.

“Series 2025-1 Note Owner” means, with respect to a Series 2025-1 Note that is a Book-Entry Note, the Person that is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Series 2025-1 Notes” has the meaning set forth in “Designation” in the Series 2025-1 Supplement.

A-7

“Series 2025-1 Prepayment” means a Series 2025-1 Class A-2 Prepayment or any other prepayment in respect of the Series 2025-1 Notes pursuant to Section 2.05(e) (Payment of Series 2025-1 Note Principal—Series 2025-1 Class A-2 Make-Whole Prepayment Premium Payments), Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) and Section 2.05(k) (Payment of Series 2025-1 Note Principal—Distributions of Series 2025-1 Class A-2 Optional Prepayment).

“Series 2025-1 Prepayment Amount” means the aggregate principal amount to be prepaid on any Series 2025-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.

“Series 2025-1 Prepayment Date” means the date on which any prepayment on the Series 2025-1 Class A-2 Notes is made pursuant to Section 2.05(d) (Payment of Series 2025-1 Note Principal—Series 2025-1 Mandatory Payments of Principal), Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) or Section 2.05(j) (Payment of Series 2025-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) of this Series Supplement, which shall be, with respect to any Series 2025-1 Prepayment pursuant to Section 2.05(f) (Payment of Series 2025-1 Note Principal—Optional Prepayment of Series 2025-1 Class A-2 Notes) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2025-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.

“Series 2025-1 Securities Intermediary” has the meaning set forth in Section 2.07(a) (Trustee as Securities Intermediary) of the Series 2025-1 Supplement.

“Series 2025-1 Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the Senior Notes Accrued Quarterly Interest Amount for such Weekly Allocation Date. For purposes of the Base Indenture, the “Series 2025-1 Senior Notes Accrued Quarterly Interest Amount” shall be deemed to be a “Senior Notes Accrued Quarterly Interest Amount”.

“Series 2025-1 Senior Notes Quarterly Interest Amount” means, with respect to each Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that the Senior Notes Accrued Quarterly Interest Shortfall for each applicable Weekly Allocation Date is equal to zero). While not otherwise used herein, for purposes of the Base Indenture, the Series 2025-1 Senior Notes Quarterly Interest Amount shall be deemed to be a “Senior Notes Quarterly Interest Amount”.

“Series 2025-1 Supplement” means the Series 2025-1 Supplement, dated as of the Series 2025-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2025-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.

“Series 2025-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2025-1 Supplement.

“Similar Law” means any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title 1 of ERISA or Section 4975 of the Code.

“Temporary Regulation S Global Notes” has the meaning set forth in Section 3.01(b) (Issuance of Series 2025-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2025-1 Supplement.

A-8

“U.S. Person” has the meaning set forth in Section 3.01 (Issuance of Series 2025-1 Class A-2 Notes) of the Series 2025-1 Supplement.

A-9

Exhibit 4.5

Dated as of February 9, 2026

Series 2026-1 Supplement

to the

Base Indenture

$250,000,000 Series 2026-1 4.952% Fixed Rate Senior Secured Notes, Class A-2-I

$510,000,000 Series 2026-1 5.481% Fixed Rate Senior Secured Notes, Class A-2-II

between

Jersey Mike’s Funding, LLC,

as Master Issuer

and

Citibank, N.A.,

as Trustee and Series 2026-1 Securities Intermediary

Table of Contents


		Page
ARTICLE I DEFINITIONS		1
ARTICLE II SERIES 2026-1 ALLOCATIONS; PAYMENTS		2

Section 2.01	Allocations with Respect to the Series 2026-1 Class A-2 Notes	2
Section 2.02	Weekly Allocation Date Applications; Quarterly Payment Date Applications	2
Section 2.03	Certain Distributions from the Series 2026-1 Distribution Account and the Collection Account	2
Section 2.04	Series 2026-1 Class A-2 Notes Interest	2
Section 2.05	Payment of Series 2026-1 Note Principal	3
Section 2.06	Series 2026-1 Distribution Account	8
Section 2.07	Trustee as Securities Intermediary	9
Section 2.08	Manager	10
Section 2.09	Replacement of Ineligible Accounts	10

ARTICLE III FORM OF SERIES 2026-1 CLASS A-2 NOTES		11

Section 3.01	Issuance of Series 2026-1 Class A-2 Notes	11
Section 3.02	Transfer Restrictions of Series 2026-1 Class A-2 Notes	12
Section 3.03	Note Owner Representations and Warranties	16
Section 3.04	Limitation on Liability	17

ARTICLE IV GENERAL		18

Section 4.01	Information	18
Section 4.02	Exhibits	18
Section 4.03	Ratification of Base Indenture	18
Section 4.04	Certain Notices to the Rating Agency	19
Section 4.05	Prior Notice by Trustee to the Controlling Class Representative and Control Party	19
Section 4.06	Counterparts	19
Section 4.07	Governing Law	19
Section 4.08	Amendments	19
Section 4.09	Termination of Series Supplement	19
Section 4.10	Entire Agreement	19
Section 4.11	1934 Act	19
Section 4.12	Notices	20
Section 4.13	Electronic Signatures and Transmission	20
Section 4.14	Calculation of Debt Service Coverage Ratio as of First Quarterly Payment Date	21

(i)


ANNEXES

Annex A	Series 2026-1 Supplemental Definitions List


EXHIBITS

Exhibit A-1-1:	Form of Rule 144A Global Series 2026-1 Class A-2[-I][-II] Note
Exhibit A-1-2:	Form of Temporary Regulation S Global Series 2026-1 Class A-2[-I][-II] Note
Exhibit A-1-3:	Form of Permanent Regulation S Global Series 2026-1 Class A-2[-I][-II] Note
Exhibit B-1:	Form of Transfer Certificate – Rule 144A Global Notes to Temporary Regulation S Global Notes
Exhibit B-2:	Form of Transfer Certificate – Rule 144A Global Notes to Permanent Regulation S Global Notes
Exhibit B-3:	Form of Transfer Certificate – Regulation S Global Notes to Rule 144A Global Notes
Exhibit C:	Form of Quarterly Noteholders’ Report

(ii)

SERIES 2026-1 SUPPLEMENT, dated as of February 9, 2026 (this “Series Supplement”), by and between JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2026-1 Securities Intermediary, to the Base Indenture, dated as of December 23, 2019, by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended by the First Supplement to the Base Indenture, dated as of December 9, 2021, as amended by the Second Supplement to the Base Indenture, dated as of December 18, 2024, as amended by the Third Supplement to the Base Indenture, dated as of July 24, 2025, as amended by the Fourth Supplement to the Base Indenture, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2026-1 Class A-2 Notes. On the Series 2026-1 Closing Date, each Tranche within the following Class of Notes of such Series will be issued: (a) Series 2026-1 4.952% Fixed Rate Senior Secured Notes, Class A-2-I (as referred to herein, the “Series 2026-1 Class A-2-I Notes”) and (b) Series 2026-1 5.481% Fixed Rate Senior Secured Notes, Class A-2-II (as referred to herein, the “Series 2026-1 Class A-2-II Notes,” and together with the Series 2026-1 Class A-2-I Notes, the “Series 2026-1 Class A-2 Notes”). For purposes of the Base Indenture and this Series Supplement, the Series 2026-1 Class A-2 Notes and all other Class A Notes issued under the Base Indenture shall collectively be the most senior Class of Notes and shall be deemed to be “Senior Notes” for all purposes under the Base Indenture, including without limitation, for voting purposes. There will be no Class A-1 Notes issued on the Series 2026-1 Closing Date.

ARTICLE I

DEFINITIONS

All capitalized terms used herein (including in the preamble and the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Series 2026-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2026-1 Supplemental Definitions List”) as such Series 2026-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. All capitalized terms not otherwise defined herein or therein shall have the meanings assigned thereto in the Base Indenture or Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture or Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein). Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2026-1 Class A-2 Notes and not to any other Series of Notes issued by the Master Issuer. The rules of construction set forth in Section 1.04 (Rules of Construction) of the Base Indenture shall apply for all purposes under this Series Supplement.

ARTICLE II

SERIES 2026-1 ALLOCATIONS; PAYMENTS

With respect to the Series 2026-1 Class A-2 Notes only, the following shall apply:

Section 2.01 Allocations with Respect to the Series 2026-1 Class A-2 Notes. On the Series 2026-1 Closing Date, a portion of the net proceeds from the initial sale of the Series 2026-1 Class A-2 Notes will be applied to repay any outstanding amounts under the Series 2019-1 Class A-2 Notes and the Series 2021-1 Class A-2-I Notes in full. The remainder of the net proceeds from the sale of the Series 2026-1 Class A-2 Notes shall be paid to, or at the direction of, the Master Issuer.

Section 2.02 Weekly Allocation Date Applications; Quarterly Payment Date Applications. On each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall deliver a Weekly Manager’s Certificate to the Trustee, which will instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2026-1 Class A-2 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.

Section 2.03 Certain Distributions from the Series 2026-1 Distribution Account and the Collection Account. On each Quarterly Payment Date, based solely upon the most recent Quarterly Noteholders’ Report, and in the order of priority of such amounts set forth in the Priority of Payments, the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture, remit to the Series 2026-1 Class A-2 Noteholders from the Series 2026-1 Distribution Account, the amounts deposited in the Series 2026-1 Distribution Account in accordance with the Base Indenture for the payment of interest, principal (to the extent applicable) and other amounts in respect of the Series 2026-1 Class A-2 Notes on such Quarterly Payment Date.

Notwithstanding anything to the contrary herein or in the Base Indenture, except as (i) provided under Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under Section 2.05(c)(ii) (Payment of Series 2026-1 Note Principal—Payment of Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2026-1 Class A-2 Notes) on Quarterly Payment Dates with respect to which the Series 2026-1 Non-Amortization Test has been satisfied, each payment in respect of the Series 2026-1 Class A-2 Notes shall be distributed among the Tranches (A) based upon such amounts due with respect to interest on, principal of or otherwise with respect to such Tranches as provided hereunder; provided, that, in each case, any shortfall in such payment amount shall be allocated ratably based on the Series 2026-1 Class A-2 Outstanding Principal Amount of each Tranche; or (B) if not explicitly provided hereunder, ratably based on the Series 2026-1 Class A-2 Outstanding Principal Amount of each Tranche; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders of a Tranche shall be ratably allocated among the Noteholders within each applicable Tranche based on their respective portion of the Series 2026-1 Class A-2 Outstanding Principal Amount of such Tranche as set forth in the Quarterly Noteholders’ Report.

Section 2.04 Series 2026-1 Class A-2 Notes Interest.

(a)

Series 2026-1 Class A-2 Notes Interest. From the Series 2026-1 Closing Date until the Series 2026-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2026-1 Class A-2 Outstanding Principal Amount with respect to a Tranche has been paid in full), the Series 2026-1 Class A-2 Outstanding Principal Amount with respect to such Tranche (after giving effect to all payments of principal made to Series 2026-1 Class A-2 Noteholders as of the first day of each Interest Accrual Period, or if such day is not a Quarterly Payment Date, as of the following Quarterly Payment Date, and also giving effect to repurchases and cancellations of Series 2026-1 Class A-2 Notes during such Interest Accrual Period) shall accrue interest at the Series 2026-1 Class A-2 Note Rate for such Tranche. Such accrued interest shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, commencing on May 15, 2026; provided that in any event all

accrued but unpaid interest on the Series 2026-1 Class A-2 Outstanding Principal Amount shall be due and payable in full on the Series 2026-1 Legal Final Maturity Date, on any Series 2026-1 Prepayment Date with respect to a prepayment in full of such Tranche or on any other day on which all of the Series 2026-1 Class A-2 Outstanding Principal Amount of such Tranche is required to be paid in full. To the extent any interest accruing at the Series 2026-1 Class A-2 Note Rate for any Tranche is not paid on a Quarterly Payment Date when due, such unpaid interest (net of all Debt Service Advances with respect thereto, a “Class A-2 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2026-1 Class A-2 Note Rate for such Tranche. All computations of interest at the Series 2026-1 Class A-2 Note Rate shall be made on the basis of a year of 360 days and twelve 30-day months.

(b)

Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest.

(i) Post-ARD Contingent Interest. From and after the Series 2026-1 Anticipated Repayment Date, as applicable to each Tranche, until the Series 2026-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2026-1 Class A-2 Outstanding Principal Amount with respect to such Tranche has been paid in full), additional interest (“Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest”) shall accrue on such Tranche at a per annum rate equal to the rate determined by the Servicer to be the greater of (A) 5.00% per annum and (B) a rate equal to the amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2026-1 Anticipated Repayment Date for such Tranche of the United States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) (1) with respect to the Series 2026-1 Class A-2-I Notes, 1.20% and (2) with respect to the Series 2026-1 Class A-2-II Notes, 1.45%, exceeds (b) such Tranche’s applicable Series 2026-1 Class A-2 Note Rate. In addition, regular interest shall continue to accrue at the Tranche’s Series 2026-1 Class A-2 Note Rate from and after such Tranche’s Series 2026-1 Anticipated Repayment Date. All computations of Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be made on the basis of a 360-day year of twelve 30-day months.

(ii) Payment of Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest. Any Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be due and payable on any applicable Quarterly Payment Date as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available. For the avoidance of doubt, Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest shall accrue and be payable in addition to the interest accrued on the applicable Tranche at the applicable Series 2026-1 Class A-2 Note Rate. The failure to pay any Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest on any Quarterly Payment Date (including on the Series 2026-1 Legal Final Maturity Date) in excess of available amounts in accordance with the foregoing will not be an Event of Default and interest will not accrue on any unpaid portion thereof.

(c)

Series 2026-1 Class A-2 Initial Interest Accrual Period. The initial Interest Accrual Period for the Series 2026-1 Class A-2 Notes shall commence on the Series 2026-1 Closing Date and end on (but exclude) May 15, 2026.

Section 2.05 Payment of Series 2026-1 Note Principal.

(a)

Series 2026-1 Class A-2 Notes Principal Payment at Legal Maturity. The Series 2026-1 Class A-2 Outstanding Principal Amount for each Tranche shall be due and payable on the Series 2026-1 Legal Final Maturity Date. If any Tranche of the Series 2026-1 Class A-2 Notes are not paid in full by the Series 2026-1 Legal Final Maturity Date, an Event of Default will occur under the Base Indenture. The Series 2026-1 Class A-2 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 2.05 (Payment of Series 2026-1 Note Principal).

(b)

Series 2026-1 Class A-2 Anticipated Repayment Date. The “Series 2026-1 Anticipated Repayment Date” means, (i) with respect to the Series 2026-1 Class A-2-I Notes, the Quarterly Payment Date occurring in February 2031 and (ii) with respect to the Series 2026-1 Class A-2-II Notes, the Quarterly Payment Date occurring in February 2034.

(c)

(ii) Quarterly Scheduled Principal Amounts shall be due and payable with respect to each Tranche on each Quarterly Payment Date prior to the applicable Series 2026-1 Anticipated Repayment Date, commencing on the Quarterly Payment Date in May 2026, in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available during the Quarterly Collection Period related to each such Quarterly Payment Date in accordance with the Priority of Payments, and failure to pay any Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing will not be an Event of Default; provided that Quarterly Scheduled Principal Amounts shall only be due and payable on a Quarterly Payment Date with respect to a Tranche if the Series 2026-1 Non-Amortization Test is not satisfied with respect to such Quarterly Payment Date; provided, further that if the Series 2026-1 Non-Amortization Test is satisfied, the Master Issuer may, at its option, prior to the applicable Series 2026-1 Anticipated Repayment Date for such Tranche, pay all or any part of such Quarterly Scheduled Principal Amounts with respect to such Tranche on such Quarterly Payment Date.

(iv) For each Weekly Allocation Date with respect to which the Series 2026-1 Non-Amortization Test was satisfied as of the most recent Non-Amortization Test Date, the Master Issuer may elect not to allocate to the Senior Notes Principal Payment Account an amount equal to the Senior

Notes Accrued Scheduled Principal Payment Amount with respect to the Offered Notes (by electing to deem, as set forth in the related Weekly Manager’s Certificate, the Series 2026-1 Class A-2 Notes Scheduled Principal Payment Amount in respect of the related Quarterly Payment Date to be zero).

(d)

Series 2026-1 Mandatory Payments of Principal.

(i) During any Rapid Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the Series 2026-1 Class A-2 Notes (sequentially, in alphanumerical order of Class A Notes) as and when amounts are made available for payment thereof (x) on any related Weekly Allocation Date in accordance with the Priority of Payments and (y) on such Quarterly Payment Date in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, in the amount so available, together with any Series 2026-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments) of this Series Supplement; provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2026-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2026-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments. Such payments shall be ratably allocated among the Series 2026-1 Class A-2 Noteholders within each applicable Tranche, based on their respective portion of the Series 2026-1 Class A-2 Outstanding Principal Amount of such Tranche and unpaid amounts will continue to be due and payable on later payment dates.

(e)

Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments. In connection with any (i) mandatory prepayment of any Series 2026-1 Class A-2 Notes made during a Rapid Amortization Period pursuant to Section 2.05(d) (Payment of Series 2026-1 Note Principal—Series 2026-1 Mandatory Payments of Principal), (ii) prepayments funded with Asset Disposition Proceeds pursuant to Section 2.05(j) (Payment of Series 2026-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) or (iii) any optional prepayment of any Series 2026-1 Class A-2 Notes or a Tranche made pursuant to Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) (each, a “Series 2026-1 Class A-2 Prepayment”), in each case prior to (I) with respect to the Series 2026-1 Class A-2-I Notes, the Quarterly Payment Date in the 15th month prior to the applicable Series 2026-1 Anticipated Repayment Date for such Tranche and (II) with respect to the Series 2026-1 Class A-2-II Notes, the Quarterly Payment Date in the 18th month prior to the applicable Series 2026-1 Anticipated Repayment Date for such Tranche (as applicable, the “Make-Whole End Date”), the Master Issuer shall pay, in the manner described herein, the Series 2026-1 Class A-2 Make-Whole Prepayment Premium; provided that no such Series 2026-1 Class A-2 Make-Whole Prepayment Premium shall be payable in connection with (A) any prepayment funded by Indemnification Amounts or Insurance/Condemnation Proceeds, (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2026-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts or (C) any prepayment of principal not falling within one of the other exceptions in an aggregate amount of up to 50% of the Initial Principal Amount of each Tranche of the Series 2026-1 Class A-2 Notes (the “Par Call Amount”); provided, further, that the Par Call Amount shall not apply to Refinancing Prepayments.

(f)

Optional Prepayment of Series 2026-1 Class A-2 Notes. In addition to any right to optionally prepay any or all of the Notes in accordance with the Base Indenture, including Section 5.14(p) (Quarterly Payment Date Applications) of the Base Indenture, and subject to Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments) and Section 2.05(g) (Payment of Series 2026-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding Principal Amount of either or both of the Tranches in whole or in part on any Business Day or on any date a mandatory prepayment is made and that is specified as the Series 2026-1 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part of any Tranche pursuant to this Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) in a principal amount for any single prepayment in part of less than $1 million on any Business Day (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2026-1 A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the Tranches to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account that is allocable to the Tranches to be prepaid is sufficient to pay any Series 2026-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments), in each case, payable on the relevant Series 2026-1 Class A-2 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the Tranche(s) to be prepaid is sufficient to pay the Class A-2 Quarterly Interest to but excluding the relevant Series 2026-1 Prepayment Date relating to the Outstanding Principal Amount of the Tranche(s) to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2026-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Post-ARD Contingent Interest Account that is allocable to the Series 2026-1 Class A-2 Notes is sufficient to pay the Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2026-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2026-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been either paid in the case of clause (B)(y) or deposited to the Series 2026-1 A-2 Distribution Account pursuant to Section 2.05(h) (Payment of Series 2026-1 Note Principal—Series 2026-1 Prepayments); and (iii) the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer may prepay either or both of the Tranche(s) of Series 2026-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

(g)

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2026-1 Prepayment Date with respect to a Tranche pursuant to Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) to each Series 2026-1 Class A-2 Noteholder of such Tranche, the Rating Agency, the Servicer, the Control Party and the Trustee (with a copy of such notice provided to the Back-Up Manager); provided that at the request of the Master Issuer, such notice to the Series 2026-1 Class A-2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. All Prepayment Notices shall be (i) posted by the Trustee to the Trustee’s website and (ii) transmitted by the Trustee in accordance with the Applicable Procedures of DTC to each affected Series 2026-1 Class A-2 Noteholder that holds such Note in the form of Book-Entry Notes, and by email to each affected Series 2026-1 Noteholder that holds such Note in Definitive form, to the extent such Holder has provided its email address and otherwise by registered mail. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 2.05(k) (Payment of Series 2026-1 Note Principal—Distributions of Series 2026-1 Class A-2 Optional Prepayment) of this Series Supplement. With respect to each such Series 2026-1 Class A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2026-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2026-1 Prepayment Amount and the Series 2026-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2026-1 Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2026-1 Prepayment Date (the “Series 2026-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2026-1 Class A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2026-1 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2026-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be transmitted by email to (A) each Series 2026-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2026-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2026-1 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2026-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2026-1 Prepayment Date.

(h)

Series 2026-1 Prepayments. On each Series 2026-1 Prepayment Date with respect to any Series 2026-1 Prepayment, the Series 2026-1 Prepayment Amount and the Series 2026-1 Class A-2 Make-Whole Prepayment Premium, if any, shall be due and payable. The Master Issuer shall pay the Series 2026-1 Prepayment Amount together with the applicable Series 2026-1 Class A-2 Make-Whole Prepayment Premium, if any, by depositing such amounts in the applicable Indenture Trust Accounts in accordance with the Priority of Payments or the applicable Series 2026-1 Distribution Account pursuant to Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes), in each case, on or prior to the related Series 2026-1 Prepayment Date to be distributed in accordance with Section 5.14 (Quarterly Payment Date Applications) of the Base Indenture, Section 2.03 (Certain Distributions from the Series 2026-1 Distribution Account and the

Collection Account), or Section 2.05(k) (Payment of Series 2026-1 Note Principal—Distributions of Series 2026-1 Class A-2 Optional Prepayment), as applicable.

(i)

Prepayment Premium Not Payable. For the avoidance of doubt, there is no Series 2026-1 Class A-2 Make-Whole Prepayment Premium for any Tranche payable as a result of (i) the application of Indemnification Amounts or Insurance/Condemnation Proceeds allocated to the Series 2026-1 Class A-2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2026-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts, (iii) any prepayment on or after the Make-Whole End Date for such Tranche, and (iv) any prepayments of principal not falling within one of the other exceptions set forth in this section in an aggregate amount not to exceed the Par Call Amount.

(j)

Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.12(d) (Deposits, Withdrawals and Collections) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(a) (Deposits, Withdrawals and Collections) of the Base Indenture and any such funds allocable to the Series 2026-1 Class A-2 Notes shall be deposited in the Series 2026-1 Distribution Account and used to prepay the Series 2026-1 Class A-2 Notes (to be allocated among the Tranches ratably based on the Series 2026-1 Class A-2 Outstanding Principal Amount of each Tranche) and on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 2.05(j) (Payment of Series 2026-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series 2026-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 2.05(j) (Payment of Series 2026-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2026-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2026-1 Class A-2 Make-Whole Prepayment Premium in accordance with the Priority of Payments.

(k)

Distributions of Series 2026-1 Class A-2 Optional Prepayment. On the Series 2026-1 Prepayment Date for a Series 2026-1 Class A-2 Prepayment to be made pursuant to Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) for a Tranche, the Trustee shall, in accordance with Section 6.01 (Distributions in General) of the Base Indenture (except that notwithstanding anything to the contrary therein, in the case of a prepayment to be made on a date that is not a Quarterly Payment Date, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2026-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely on either a written report which shall be provided by the Master Issuer to the Trustee or the applicable Quarterly Noteholders’ Report, as applicable, and shall direct the Trustee to distribute to the Series 2026-1 Class A-2 Noteholders of record for such Tranche on the preceding Prepayment Record Date the amount deposited in the Series 2026-1 Distribution Account pursuant to Section 2.05(h) (Payment of Series 2026-1 Note Principal—Series 2026-1 Prepayments) with respect to such Series 2026-1 Class A-2 Prepayment, in order to repay the applicable portion of the Series 2026-1 Class A-2 Outstanding Principal Amount of such Tranche. Such written report shall include (A) the Series 2026-1 Prepayment Amount to be transferred from the Collection Account to the Series 2026-1 Distribution Account and/or if applicable, the source of other funds to be deposited into the Series 2026-1 Distribution Account for such prepayment, (B) the amount to be distributed for each Tranche of the Series 2026-1 Class A-2 Notes in respect of principal, interest and, if any, Series 2026-1 Class A-2 Make-Whole Prepayment Premium, and (C) confirmation that the conditions set forth in Section 3.6(g) have been satisfied. All accrued and unpaid interest on the Series 2026-1 Class A-2 Outstanding Principal Amount of each Tranche prepaid and any related Series 2026-1 Class A-2 Make-Whole Prepayment Premium for such Tranche due to the Series 2026-1 Class A-2 Noteholders shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments.

(l)

Series 2026-1 Notices of Final Payment. The Master Issuer shall notify the Trustee, the Servicer and the Rating Agency on or before the Prepayment Record Date preceding the Series 2026-1 Prepayment Date that will be the Series 2026-1 Final Payment Date; provided, however, that with respect to any Series 2026-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Master Issuer shall not be obligated to provide any additional notice to the Trustee or the Rating Agency of such Series 2026-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 2.05(g) (Payment of Series 2026-1 Note Principal—Notices of Optional Prepayments) of this Series Supplement. The Trustee shall provide any written notice required under this Section 2.05(l) (Payment of Series 2026-1 Note Principal—Series 2026-1 Notices of Final Payment) to each Person in whose name a Series 2026-1 Note is registered at the close of business on such Prepayment Record Date of the Series 2026-1 Prepayment Date that will be the Series 2026-1 Final Payment Date. Such written notice to be sent to the Series 2026-1 Class A-2 Noteholders shall be made at the expense of the Master Issuer and shall be posted on the Trustee’s website and emailed by the Trustee within five (5) Business Days of receipt of notice from the Master Issuer indicating that the Series 2026-1 Final Payment will be made and shall specify that such Series 2026-1 Final Payment will be payable only upon presentation and surrender of the Series 2026-1 Class A-2 Notes, which such surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Back-Up Manager, the Trustee, the Servicer (including in its capacity as Control Party) and their affiliates, and shall specify the place where the Series 2026-1 Class A-2 Notes may be presented and surrendered for such Series 2026-1 Final Payment. If a Quarterly Payment Date occurs on or prior to the Series 2026-1 Final Payment and the Series 2026-1 Class A-2 Notes have not been surrendered, no payments shall be made to the holders of such Notes on such Quarterly Payment Date and the final payment shall be made only upon surrender.

(m)

Tranche Defeasance. The Master Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of a particular Tranche (the “Defeased Tranche”) as provided hereunder, may terminate all of its Obligations under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Defeased Tranche; provided that the conditions set forth under Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) (other than the conditions set forth under Section 12.01(c)(ii) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance)) of the Base Indenture with respect to the Defeased Tranche have been satisfied; provided, further, that no amounts in respect of any other Tranche shall be required to be paid in accordance with Section 12.01(c)(1) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) of the Base Indenture.

Section 2.06 Series 2026-1 Distribution Account.

(a)

Establishment of Series 2026-1 Distribution Account. The Master Issuer has established with the Trustee the Series 2026-1 Distribution Account in the name of the Master Issuer subject to the lien of the Trustee for the benefit of the Series 2026-1 Class A-2 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2026-1 Class A-2 Noteholders. The Series 2026-1 Distribution Account shall be an Eligible Account. Initially, the Series 2026-1 Distribution Account will be established with the Trustee. Any and all amounts held in the Series 2026-1 Distribution Account shall remain uninvested.

(b)

Series 2026-1 Distribution Account Constitutes Additional Collateral for Series 2026-1 Class A-2 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2026-1 Class A-2 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2026-1 Class A-2 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2026-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2026-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2026-1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2026-1 Distribution Account Collateral”).

(c)

Termination of Series 2026-1 Distribution Account. On or after the date on which all accrued and unpaid interest on and principal of all Outstanding Series 2026-1 Notes have been paid, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall (i) withdraw from the Series 2026-1 Distribution Account all amounts on deposit therein and deposit all such amounts into the Collection Account for distribution pursuant to the Priority of Payments and all Liens with respect to the Series 2026-1 Distribution Account created in favor of the Trustee for the benefit of the Series 2026-1 Class A-2 Noteholders under this Series Supplement shall be automatically released and (ii) close the Series 2026-1 Distribution Account, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2026-1 Class A-2 Noteholders’ security interest in the Series 2026-1 Distribution Account Collateral.

Section 2.07 Trustee as Securities Intermediary. (a) The Trustee or other Person holding the Series 2026-1 Distribution Account shall be the “Series 2026-1 Securities Intermediary”. If the Series 2026-1 Securities Intermediary in respect of the Series 2026-1 Distribution Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2026-1 Securities Intermediary set forth in this Section 2.07 (Trustee as Securities Intermediary).

(b)

The Series 2026-1 Securities Intermediary agrees that:

(i) The Series 2026-1 Distribution Account is an account to which Financial Assets will or may be credited;

(ii) The Series 2026-1 Distribution Account is a “securities account” within the meaning of Section 8-501 of the New York UCC and the Series 2026-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to the Series 2026-1 Distribution Account shall be registered in the name of the Series 2026-1 Securities Intermediary, indorsed to the Series 2026-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2026-1 Securities Intermediary, and in no case will any Financial Asset credited to the Series 2026-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;

(iv) All property delivered to the Series 2026-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2026-1 Distribution Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to the Series 2026-1 Distribution Account shall be treated as a Financial Asset;

(vi) If at any time the Series 2026-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2026-1 Distribution Account, the Series 2026-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person;

(vii) The Series 2026-1 Distribution Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2026-1 Securities Intermediary’s jurisdiction and the Series 2026-1 Distribution Account (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York. The parties further agree that with respect to the Series 2026-1 Distribution Account the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York;

(viii) The Series 2026-1 Securities Intermediary has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2026-1 Distribution Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person, and the Series 2026-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Series 2026-1 Securities Intermediary to comply with entitlement orders as set forth in Section 2.07(b)(vi) (Trustee as Securities Intermediary) of this Series Supplement; and

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2026-1 Distribution Account, neither the Series 2026-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Series 2026-1 Distribution Account or any Financial Asset credited thereto. If the Series 2026-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Series 2026-1 Distribution Account or any Financial Asset carried therein, the Series 2026-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer and the Master Issuer thereof.

(c)

At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2026-1 Distribution Account and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2026-1 Distribution Account; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2026-1 Distribution Account.

Section 2.08 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer. The Series 2026-1 Class A-2 Noteholders by their acceptance of the Series 2026-1 Class A-2 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Series 2026-1 Class A-2 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 2.09 Replacement of Ineligible Accounts. If, at any time, the Series 2026-1 Distribution Account shall cease to be an Eligible Account (each, a “Series 2026-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party and the Trustee thereof and (ii) within sixty (60) days of obtaining Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Series 2026-1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Series 2026-1 Distribution Account maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from such Series 2026-1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Series 2026-1 Class A-2 Noteholders, and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement. The Trustee shall have no obligation to determine whether the Series 2026-1 Distribution Account is or continues to be an Eligible Account.

ARTICLE III

FORM OF SERIES 2026-1 CLASS A-2 NOTES

Section 3.01 Issuance of Series 2026-1 Class A-2 Notes. The Series 2026-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2026-1 Class A-2 Initial Principal Amount on the Series 2026-1 Closing Date by the Master Issuer pursuant to the Series 2026-1 Class A-2 Note Purchase Agreement. The Series 2026-1 Class A-2 Notes will be resold initially only to (A) the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States, to Persons that are QIBs in reliance on Rule 144A and that are not Competitors and (C) outside the United States, to Persons that are neither a U.S. person (as defined in Regulation S, a “U.S. Person”) in reliance on Regulation S nor Competitors. The Series 2026-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2026-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2026-1 Class A-2 Notes. The Applicable Procedures shall apply to transfers of beneficial interests in the Series 2026-1 Class A-2 Notes. The Series 2026-1 Class A-2 Notes shall be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.

(a)

Rule 144A Global Notes. The Series 2026-1 Class A-2 Notes offered and sold in their initial resale in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-1-1 hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 3.01 (Issuance of Series 2026-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2026-1 Class A-2 Notes), the “Rule 144A Global Notes”). The aggregate initial principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided.

(b)

Temporary Regulation S Global Notes and Permanent Regulation S Global Notes. Any Series 2026-1 Class A-2 Notes offered and sold on the Series 2026-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-1-2 hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream. Until such time as the Restricted Period shall have terminated with respect to any Series 2026-1 Class A-2 Note, such Series 2026-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 3.01 (Issuance of Series 2026-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2026-1 Class A-2 Notes), as the “Temporary Regulation S Global Notes”. After such time as the Restricted Period shall have terminated, the Temporary Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, as hereinafter provided (collectively, for purposes of this Section 3.01 (Issuance of Series 2026-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2026-1 Class A-2 Notes), the “Permanent Regulation S Global Notes”). The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.

(c)

Definitive Notes. The Series 2026-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 3.01 (Issuance of Series 2026-1 Class A-2 Notes) and Section 3.02 (Transfer Restrictions of Series 2026-1 Class A-2 Notes) of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 (Definitive Notes) of the Base Indenture and this Section 3.01(c) (Issuance of Series 2026-1 Class A-2 Notes) in accordance with their terms and, upon complete exchange thereof, such Series 2026-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.

Section 3.02 Transfer Restrictions of Series 2026-1 Class A-2 Notes. (a) A Series 2026-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 3.02(a) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) shall not prohibit any transfer of a Series 2026-1 Class A-2 Note that is issued in exchange for a Series 2026-1 Global Note in accordance with Section 2.08 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2026-1 Global Note effected in accordance with the other provisions of this Section 3.02 (Transfer Restrictions of Series 2026-1 Class A-2 Notes).

(b)

The transfer by a Series 2026-1 Note Owner holding a beneficial interest in a Series 2026-1 Class A-2 Note in the form of a Rule 144A Global Note to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Master Issuer as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)

If a Series 2026-1 Note Owner holding a beneficial interest in a Series 2026-1 Class A-2 Note in the form of a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Temporary Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(c) (Transfer Restrictions of Series 2026-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-1 hereto given by the Series 2026-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Rule 144A Global Note, and to increase the principal amount of the Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(d)

If a Series 2026-1 Note Owner holding a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Permanent Regulation S Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Permanent Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(d) (Transfer Restrictions of Series 2026-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit

B-2 hereto given by the Series 2026-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A Global Note, and to increase the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.

(e)

If a Series 2026-1 Note Owner holding a beneficial interest in a Temporary Regulation S Global Note or a Permanent Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer such interest to a Person that wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.02(e) (Transfer Restrictions of Series 2026-1 Class A-2 Notes). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Rule 144A Global Note in a principal amount equal to that of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, a certificate in substantially the form set forth in Exhibit B-3 hereto given by such Series 2026-1 Note Owner holding such beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, and to increase the principal amount of the Rule 144A Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Rule 144A Global Note having a principal amount equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)

In the event that a Series 2026-1 Global Note or any portion thereof is exchanged for Series 2026-1 Class A-2 Notes other than Series 2026-1 Global Notes, such other Series 2026-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2026-1 Class A-2 Notes that are not Series 2026-1 Global Notes or for a beneficial interest in a Series 2026-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Master Issuer and the Registrar, which shall be substantially consistent with the provisions of Section 3.02(a) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) through Section 3.02(e) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) and Section 3.02(g) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2026-1 Global Note comply with Rule 144A or Regulation S, as the case may be) and any Applicable Procedures.

(g)

Until the termination of the Restricted Period with respect to any Series 2026-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2026-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 3.02(g) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) shall not prohibit any transfer in accordance with Section 3.02(c) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Permanent Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 3.02 (Transfer Restrictions of Series 2026-1 Class A-2 Notes).

(h)

The Rule 144A Global Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2026-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND JERSEY MIKE’S FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO A PERSON THAT IS NOT A COMPETITOR AND THAT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON THAT IS NEITHER A COMPETITOR NOR A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.

(i)

The Series 2026-1 Class A-2 Notes Temporary Regulation S Global Notes shall also bear the following legend:

(j)

The Series 2026-1 Global Notes issued in connection with the Series 2026-1 Class A-2 Notes shall bear the following legend:

1 Applicable to 144A Notes only.

2 Applicable to Reg S Notes only.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(k)

The required legends set forth above shall not be removed from the Series 2026-1 Class A-2 Notes except as provided herein. The legend required for a Rule 144A Global Note may be removed from such Rule 144A Global Note if there is delivered to the Master Issuer and the Registrar such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Master Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Global Note will not violate the registration requirements of the 1933 Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer (or the Manager on its behalf), shall authenticate and deliver in exchange for such Rule 144A Global Note a Series 2026-1 Class A-2 Note or Series 2026-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Rule 144A Global Note has been removed from a Series 2026-1 Class A-2 Note as provided above, no other Series 2026-1 Class A-2 Note issued in exchange for all or any part of such Series 2026-1 Class A-2 Note shall bear such legend, unless the Master Issuer has reasonable cause to believe that such other Series 2026-1 Class A-2 Note is a “restricted security” within the meaning of Rule 144 under the 1933 Act and instructs the Trustee to cause a legend to appear thereon.

Section 3.03 Note Owner Representations and Warranties. Each Person that becomes a Note Owner of a beneficial interest in a Series 2026-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2026-1 Note as follows: (a) With respect to any sale of Series 2026-1 Class A-2 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2026-1 Class A-2 Notes to it will be made in reliance on Rule 144A. Its acquisition of Series 2026-1 Class A-2 Notes in any such sale will be for its own account or for the account of another QIB.

(b)

With respect to any sale of Series 2026-1 Class A-2 Notes pursuant to Regulation S, at the time the buy order for such Series 2026-1 Class A-2 Notes was originated, it was outside the United States and the offer was made to a Person that is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.

(c)

It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2026-1 Class A-2 Notes.

(d)

It understands that the Master Issuer, the Manager and the Servicer may receive a list of participants holding positions in the Series 2026-1 Class A-2 Notes from one or more book-entry depositories.

(e)

It understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee, (ii) copies of Permitted Recipient Certifications executed to obtain access to the Trustee’s password-protected website and (iii) copies of prospective investor confirmations of representations and warranties executed to obtain access to the Noteholder Materials.

(f)

It will provide to each person to which it transfers Series 2026-1 Class A-2 Notes notices of any restrictions on transfer of such Series 2026-1 Class A-2 Notes.

(g)

It understands that (i) the Series 2026-1 Class A-2 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2026-1 Class A-2 Notes have not been registered under the 1933 Act, (iii) such Series 2026-1 Class A-2 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person that the seller reasonably believes is a QIB in a transaction meeting the

requirements of Rule 144A and that is not a Competitor, (C) outside the United States to a Person that is neither a U.S. Person in a transaction meeting the requirements of Regulation S nor a Competitor and (iv) the purchaser will, and each subsequent holder of a Series 2026-1 Note is required to, notify any subsequent purchaser of a Series 2026-1 Class A-2 Note of the resale restrictions set forth in clause (iii) above.

(h)

It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 3.02(j) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) of this Series Supplement.

(i)

It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Section 3.02(h) and Section 3.02(j) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) of this Series Supplement.

(j)

It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 3.02(h) and Section 3.02(j) (Transfer Restrictions of Series 2026-1 Class A-2 Notes) of this Series Supplement.

(k)

Either (i) the purchaser or transferee is neither a Plan, nor a governmental, church, non-U.S. or other plan which is subject to Similar Law or (ii) the purchaser’s or transferee’s acquisition, holding and disposition of the Series 2026-1 Class A-2 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law).

(l)

If such purchaser or transferee is a Plan, it understands that it shall be deemed to represent, warrant and agree that (i) none of the Master Issuer, Guarantor, the Initial Purchasers or other party to the securitization transaction or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the Plan (“Plan Fiduciary”), has relied as a primary basis in connection with its decision to invest in the Series 2026-1 Class A-2 Notes (including any interest therein), and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan in connection with the Plan’s investment in the Series 2026-1 Class A-2 Notes (including any interest therein); and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2026-1 Class A-2 Notes (including any interest therein).

(m)

It understands that any subsequent transfer of the Series 2026-1 Class A-2 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Base Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2026-1 Class A-2 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.

(n)

It is not a Competitor.

ARTICLE IV

GENERAL

Section 4.01 Information. On or before the date that is three (3) Business Days prior to each Quarterly Payment Date, the Master Issuer shall furnish, or cause to be furnished, a Quarterly Noteholders’ Report with respect to the Series 2026-1 Class A-2 Notes to the Trustee, each Rating Agency, the Servicer and each Paying Agent, with a copy to the Back-Up Manager, substantially in the form of Exhibit C hereto, setting forth, inter alia, the following information with respect to such Quarterly Payment Date:

(a)

the total amount available to be distributed to Series 2026-1 Class A-2 Noteholders of each Tranche on such Quarterly Payment Date and payment instructions with respect thereto;

(b)

the amount of such distribution allocable to the payment of interest for each Tranche on each Class of the Series 2026-1 Class A-2 Notes;

(c)

the amount of such distribution allocable to the payment of principal for each Tranche of each Class of the Series 2026-1 Class A-2 Notes;

(d)

the amount of such distribution allocable to the payment of any Series 2026-1 Class A-2 Make-Whole Prepayment Premium, if any, on the Series 2026-1 Class A-2 Notes;

(e)

(f)

the DSCR for such Quarterly Payment Date and the three Quarterly Payment Dates immediately preceding such Quarterly Payment Date;

(g)

the number of Securitized Franchised Restaurants that are open for business as of the last day of the preceding Quarterly Collection Period;

(h)

the amount of Systemwide Sales as of the related Quarterly Calculation Date;

(i)

the amount on deposit in the Brand Dollar Program Payment Reserve Account as of the related Quarterly Calculation Date;

(j)

the amount on deposit in a Concentration Account constituting Area Director Reserve Amounts as of the related Quarterly Calculation Date; and

(k)

Any Series 2026-1 Class A-2 Noteholder may obtain copies of each Quarterly Noteholders’ Report in accordance with the procedures set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.

Section 4.02 Exhibits. The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.

Section 4.09 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2026-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2026-1 Class A-2 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) the Master Issuer has paid all sums payable hereunder and, without duplication, (iii) the conditions set forth in Section 12.01(c) (Termination of the Master Issuer’s and Guarantors’ Obligations—Series Defeasance) of the Base Indenture have been satisfied with respect to the Series 2026-1 Class A-2 Notes; provided that any provisions of this Series Supplement required for the Series 2026-1 Final Payment to be made shall survive until the Series 2026-1 Final Payment is paid to the Series 2026-1 Class A-2 Noteholders. In accordance with Section 6.01(a) of the Base Indenture, the final principal payment due on each Series 2026-1 Class A-2 Note held as a Definitive Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of such Note at the applicable Corporate Trust Office, which surrender shall also constitute a general release by the applicable Noteholder from any claims against the Securitization Entities, the Manager, the Back-Up Manager, the Servicer, the Trustee and their affiliates.


	If to S&P:

	S&P Global Ratings
	55 Water Street 42nd Floor
	New York, NY 10041-0003
	Attention: ABS Surveillance Group – New Assets
	E-mail: [email address]

	If to KBRA:

	Kroll Bond Rating Agency, LLC
	805 Third Avenue, 29th Floor
	New York, NY 10022
	Attention: ABS Surveillance
	E-mail: [email address]

Section 4.13 Electronic Signatures and Transmission.

(a)

(b)

(c)

Section 4.14 Calculation of Debt Service Coverage Ratio as of First Quarterly Payment Date. For the purposes of calculating the debt service coverage ratio (“DSCR”) as of the first Quarterly Payment Date after the Series 2026-1 Closing Date, Debt Service on the Series 2026-1 Class A-2 Notes shall be deemed to be the sum of (A) the product of (x) the amount referred to in clause (i) of the definition of “Debt Service” multiplied by (y) a fraction, the numerator of which is 90 and the denominator of which is the actual number of days elapsed during the period commencing on and including the Series 2026-1 Closing Date and ending on but excluding the Initial Quarterly Payment Date, plus (B) the amount referred to in clause (iv) of the definition of “Debt Service”.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2026-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.


	JERSEY MIKE’S FUNDING, LLC
	a Delaware limited liability company, as Master Issuer

	By:	/s/ Michele Allen
	Name:	Michele Allen
	Title:	Chief Financial Officer


	CITIBANK, N.A., not in its individual capacity but solely as Trustee and as Series 2026-1 Securities Intermediary

	By:	/s/ Anthony Bausa
	Name:	Anthony Bausa
	Title:	Senior Trust Officer

ANNEX A

SERIES 2026-1

SUPPLEMENTAL DEFINITIONS LIST

“Agent Members” means members of, or participants in, DTC, or a nominee thereof.

“Cede” has the meaning set forth in Section 3.01(a) (Issuance of Series 2026-1 Class A-2 Notes) of the Series 2026-1 Supplement.

“Class A-2 Quarterly Interest” means, with respect to each Tranche and any Interest Accrual Period for the Series 2026-1 Class A-2 Notes, an amount equal to the sum of (i) the accrued interest at the applicable Series 2026-1 Class A-2 Note Rate on such Tranche’s Series 2026-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount for such Tranche for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 2.04(a) (Series 2026-1 Class A-2 Notes Interest—Series 2026-1 Class A-2 Notes Interest).

“Class A-2 Quarterly Interest Shortfall Amount” has the meaning set forth in Section 2.04(a) (Series 2026-1 Class A-2 Notes Interest—Series 2026-1 Class A-2 Notes Interest) of this Series Supplement.

“Definitive Notes” has the meaning set forth in Section 3.01(c) (Issuance of Series 2026-1 Class A-2 Notes—Definitive Notes) of the Series 2026-1 Supplement.

“Depository” means the depository or the custodian specified herein to which the Notes of a Class of a Series, upon original issuance, may be issued and delivered.

“DTC” means The Depository Trust Company and any successor thereto.

“Electronic Transmission” has the meaning set forth in Section 4.13(a) (Electronic Signatures and Transmission) of this Series Supplement.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) which are subject to Title I of ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are deemed to include the assets of such plans.

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“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor or successors thereto.

“KBRA” means Kroll Bond Rating Agency, LLC (and any successor or successors thereto). “Make-Whole End Date” has the meaning set forth in Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2026-1 Supplement.

“Offering Memorandum” means the offering memorandum for the offering of the Series 2026-1 Class A-2 Notes, dated January 30, 2026, prepared by the Master Issuer.

“Outstanding” has the meaning set forth in the Base Indenture.

“Outstanding Series 2026-1 Notes” means, all Series 2026-1 Class A-2 Notes theretofore authenticated and delivered under the Base Indenture, except:

(a)

Series 2026-1 Class A-2 Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation;

(b)

Series 2026-1 Class A-2 Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited in the Series 2026-1 Distribution Account and are available for payment of such Series 2026-1 Class A-2 Notes; provided that if such Series 2026-1 Class A-2 Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Base Indenture or provision therefore reasonably satisfactory to the Trustee has been made;

(c)

Series 2026-1 Class A-2 Notes that have been defeased in accordance with Section 12.01 (Termination of the Master Issuer’s and Guarantors’ Obligations) of the Base Indenture;

(d)

Series 2026-1 Class A-2 Notes in exchange for, or in lieu of which other Series 2026-1 Class A-2 Notes have been authenticated and delivered pursuant to the Base Indenture, unless proof reasonably satisfactory to the Trustee is presented that any such Series 2026-1 Class A-2 Notes are held by a holder in due course; and

(e)

Series 2026-1 Class A-2 Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Series 2026-1 Class A-2 Notes have been issued as provided in the Base Indenture;

provided that (A) in determining whether the Noteholders of the requisite Outstanding Principal Amount have given any request, demand, authorization, direction, notice, consent, waiver or vote under the Base Indenture, the following Series 2026-1 Class A-2 Notes shall be disregarded and deemed not to be Outstanding: (x) Series 2026-1 Class A-2 Notes owned by the Securitization Entities or any other obligor upon the Series 2026-1 Class A-2 Notes or any Affiliate of any of them and (y) Series 2026-1 Class A-2 Notes held in any accounts with respect to which the Manager or any Affiliate thereof exercises discretionary voting authority; provided, further, that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Series 2026-1 Class A-2 Notes as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Series 2026-1 Class A-2 Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Series 2026-1 Class A-2 Notes and that the pledgee is not a Securitization Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority.

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“Par Call Amount” has the meaning set forth in Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2026-1 Supplement.

“Permanent Regulation S Global Notes” has the meaning set forth in Section 3.01(b) (Issuance of Series 2026-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2026-1 Supplement.

“Plan” means either an ERISA Plan or plans that are not subject to ERISA, but which are subject to Section 4975 of the Code, such as individual retirement accounts.

“Plan Fiduciary” has the meaning set forth in Section 3.03(l) (Note Owner Representations and Warranties) of the Series 2026-1 Supplement.

“Prepayment Notice” has the meaning set forth in Section 2.05(g) (Payment of Series 2026-1 Note Principal—Notices of Optional Prepayments) of the Series 2026-1 Supplement.

“Prepayment Record Date” means, with respect to the date of any Series 2026-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2026-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2026-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2026-1 Prepayment.

“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.

“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, (i) with respect to the Series 2026-1 Class A-2-I Notes, $625,000 and (ii) with respect to the Series 2026-1 Class A-2-II Notes, $1,275,000; provided that amounts paid to the Series 2026-1 Class A-2 Noteholders in respect of the Series 2026-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) shall reduce all remaining Quarterly Scheduled Principal Amounts with respect to the applicable Tranche ratably. Series 2026-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 (Cancellation) of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2026-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2026-1 Class A-2 Notes. For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.

“Rating Agency” means S&P, KBRA and any respective successor or successors thereto. Solely with respect to the Series 2026-1 Class A-2 Notes, in the event that at any time the rating agency rating the Series 2026-1 Class A-2 Notes does not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent S&P and/or KBRA date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such alternative rating agency is used.

“Refinancing Prepayments” means prepayments of principal of the Series 2026-1 Class A-2 Notes made with funds that are the proceeds of the incurrence of additional Indebtedness by the Manager or its direct and indirect Subsidiaries (including the Securitization Entities) or with amounts drawn pursuant to any Class A-1 Notes.

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“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.

“Remaining Par Call Amount” means, as of any date of determination, with respect to the Series 2026-1 Class A-2 Notes, prior to giving effect to any prepayments of the Series 2026-1 Class A-2 Notes made on such date, the difference (not less than zero) between (x) the Par Call Amount allocable to the Series 2026-1 Class A-2 Notes and (y) the aggregate principal amount of the Series 2026-1 Class A-2 Notes prepaid on any date before such date of determination as optional prepayments and mandatory prepayments due to the distribution of Asset Disposition Proceeds (excluding, for the avoidance of doubt, any Offered Notes Quarterly Scheduled Principal Amount, Offered Notes Quarterly Scheduled Principal Deficiency Amount, mandatory prepayments due to the distribution of Indemnification Amounts or Insurance/Condemnation Proceeds, mandatory prepayments from the Cash Trap Reserve Account, mandatory prepayments arising from a Rapid Amortization Event and cancellations of repurchased Series 2026-1 Class A-2 Notes).


Week	Percentage
1	–
2	–
3	–
4	–
5	50%
6	50%
7	50%
8	80%
9	80%
10	100%
11	100%
12	100%
13	100%

“Restricted Period” means, with respect to any Series 2026-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2026-1 Closing Date and ending on the 40th day after the Series 2026-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the 1933 Act.

“Rule 144A Global Notes” has the meaning set forth in Section 3.01(a) (Issuance of Series 2026-1 Class A-2 Notes) of the Series 2026-1 Supplement.

“S&P” means S&P Global Ratings (and any successor or successors thereto).

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“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2026-1 Class A-2 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.

“Series 2026-1 Anticipated Repayment Date” has the meaning set forth in Section 2.05(b) (Payment of Series 2026-1 Note Principal—Series 2026-1 Anticipated Repayment Date) of the Series 2026-1 Supplement. For purposes of the Base Indenture, the Series 2026-1 Anticipated Repayment Date shall be deemed to be a “Series Anticipated Repayment Date”.

“Series 2026-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2026-1 Class A-2 Notes, which is $760,000,000.

“Series 2026-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 2.05(g) (Payment of Series 2026-1 Note Principal—Notices of Optional Prepayments) of the Series 2026-1 Supplement.

“Series 2026-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2026-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2026-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date with respect to the applicable Tranche, (i) the discounted present value as of the relevant Series 2026-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the applicable Series 2026-1 Prepayment Date) on and principal of such Tranche (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay on such Tranche (or such portion thereof to be prepaid) from the applicable Series 2026-1 Prepayment Date to and including the Make-Whole End Date with respect to such Tranche, assuming that (x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts (or ratable amounts thereof based on the principal of such Tranche (or portion thereof)

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being prepaid) are to be made with respect to such Tranche (or portion thereof to be prepaid) on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of such Tranche (or portion thereof) is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount of such Tranche (or portion thereof) being prepaid minus (iii) any Remaining Par Call Amount allocable to the Series 2026-1 Class A-2 Notes or (B) if such Series 2026-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date with respect to the applicable Tranche, zero. For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2026-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%. For purposes of the Base Indenture, Series 2026-1 Class A-2 Make-Whole Prepayment Premium shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.

“Series 2026-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of January 30, 2026, by and among Guggenheim Securities, LLC, as Representative of the Initial Purchasers,

the Master Issuer, the Guarantors, Holdings and Jersey Mike’s Franchise Systems, LLC, as amended, supplemented or otherwise modified from time to time.

“Series 2026-1 Class A-2 Note Rate” means (i) with respect to the Series 2026-1 Class A-2-I Notes, 4.952% per annum and (ii) with respect to the Series 2026-1 Class A-2-II Notes, 5.481% per annum.

“Series 2026-1 Class A-2 Noteholder” means the Person in whose name a Series 2026-1 Class A-2 Note is registered in the Note Register.

“Series 2026-1 Class A-2 Notes” has the meaning set forth in “Designation” of the Series 2026-1 Supplement.

“Series 2026-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2026-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2026-1 Class A-2 Noteholders with respect to Series 2026-1 Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the Series 2026-1 Class A-2 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.

“Series 2026-1 Class A-2 Prepayment” has the meaning set forth in Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments) of the Series 2026-1 Supplement.

“Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 2.04(b)(i) (Series 2026-1 Class A-2 Notes Interest—Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest). For purposes of the Base Indenture, the Series 2026-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.

“Series 2026-1 Closing Date” means February 9, 2026. For purposes of the Base Indenture, the Series 2026-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2026-1 Class A-2 Notes.

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“Series 2026-1 Distribution Account” means account no. 14727100 entitled “Jersey Mikes Funding LLC - Series 2026-1 Class A-2 Distribution Account - 14727100” maintained by the Trustee pursuant to Section 2.06(a) (Series 2026-1 Distribution Account—Establishment of the Series 2026-1 Distribution Account) of the Series 2026-1 Supplement or any successor securities account maintained pursuant to Section 2.06(a) (Series 2026-1 Distribution Account—Establishment of the Series 2026-1 Distribution Account) of the Series 2026-1 Supplement. For purposes of the Base Indenture, the Series 2026-1 Distribution Account shall be deemed to be a “Series Distribution Account”.

“Series 2026-1 Distribution Account Collateral” has the meaning set forth in Section 2.06(b) (Series 2026-1 Distribution Account—Series 2026-1 Distribution Account Constitutes Additional Collateral for Series 2026-1 Class A-2 Notes) of the Series 2026-1 Supplement.

“Series 2026-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2026-1 Notes.

“Series 2026-1 Final Payment Date” means the date on which the Series 2026-1 Final Payment is made.

“Series 2026-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.

“Series 2026-1 Ineligible Account” has the meaning set forth in Section 2.09 (Replacement of Ineligible Accounts) of the Series 2026-1 Supplement.

“Series 2026-1 Legal Final Maturity Date” means, the Quarterly Payment Date occurring in February 2056. For purposes of the Base Indenture, the Series 2026-1 Legal Final Maturity Date shall be deemed to be a “Series Legal Final Maturity Date”.

“Series 2026-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Senior ABS Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing. For purposes of the Base Indenture, the Series 2026-1 Non-Amortization Test shall be deemed to be a “Series Non-Amortization Test”.

“Series 2026-1 Note Owner” means, with respect to a Series 2026-1 Note that is a Book-Entry Note, the Person that is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Series 2026-1 Prepayment” means a Series 2026-1 Class A-2 Prepayment or any other prepayment in respect of the Series 2026-1 Class A-2 Notes pursuant to Section 2.05(e) (Payment of Series 2026-1 Note Principal—Series 2026-1 Class A-2 Make-Whole Prepayment Premium Payments), Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) and Section 2.05(k) (Payment of Series 2026-1 Note Principal—Distributions of Series 2026-1 Class A-2 Optional Prepayment).

“Series 2026-1 Prepayment Amount” means the aggregate principal amount of the applicable Tranche(s) of Notes to be prepaid on any Series 2026-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.

“Series 2026-1 Prepayment Date” means the date on which any prepayment on the Series 2026-1 Class A-2 Notes is made pursuant to Section 2.05(d) (Payment of Series 2026-1 Note Principal—Series 2026-1 Mandatory Payments of Principal), Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) or Section 2.05(j) (Payment of Series 2026-1 Note Principal—Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds) of this Series Supplement, which shall be, with respect to any Series 2026-1 Prepayment pursuant to Section 2.05(f) (Payment of Series 2026-1 Note Principal—Optional Prepayment of Series 2026-1 Class A-2 Notes) of this Series Supplement, the date specified as such in the

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applicable Prepayment Notice and, with respect to any Series 2026-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.

“Series 2026-1 Securities Intermediary” has the meaning set forth in Section 2.07(a) (Trustee as Securities Intermediary) of the Series 2026-1 Supplement.

“Series 2026-1 Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the Senior Notes Accrued Quarterly Interest Amount for such Weekly Allocation Date. For purposes of the Base Indenture, the “Series 2026-1 Senior Notes Accrued Quarterly Interest Amount” shall be deemed to be a “Senior Notes Accrued Quarterly Interest Amount”.

“Series 2026-1 Senior Notes Quarterly Interest Amount” means, with respect to each Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that the Senior Notes Accrued Quarterly Interest Shortfall for each applicable Weekly Allocation Date is equal to zero). While not otherwise used herein, for purposes of the Base Indenture, the Series 2026-1 Senior Notes Quarterly Interest Amount shall be deemed to be a “Senior Notes Quarterly Interest Amount”.

“Series 2026-1 Supplement” means the Series 2026-1 Supplement, dated as of the Series 2026-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2026-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.

“Series 2026-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2026-1 Supplement.

“Similar Law” means any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title 1 of ERISA or Section 4975 of the Code.

“Temporary Regulation S Global Notes” has the meaning set forth in Section 3.01(b) (Issuance of Series 2026-1 Class A-2 Notes—Temporary Regulation S Global Notes and Permanent Regulation S Global Notes) of the Series 2026-1 Supplement.

“U.S. Person” has the meaning set forth in Section 3.01 (Issuance of Series 2026-1 Class A-2 Notes) of the Series 2026-1 Supplement.

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Exhibit 4.6

FIRST AMENDMENT TO CLASS A-1 NOTE PURCHASE AGREEMENT

This First Amendment to the Class A-1 Note Purchase Agreement, dated as of January 17, 2025 (this “Amendment”), is by and between JERSEY MIKE’S FUNDING, LLC, as master issuer (the “Master Issuer”), COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (“Rabobank”), as administrative agent (in such capacity, the “Administrative Agent”) and as L/C Provider (in such capacity, the “L/C Provider”) and the Committed Note Purchasers and Swingline Lenders party hereto.

RECITALS

WHEREAS, the parties hereto are parties to a Class A-1 Note Purchase Agreement (the “Existing Class A-1 NPA”), dated as of December 18, 2024, by and among the Master Issuer, JM SPV Guarantor, LLC, A Sub Above, LLC, and JM’75, LLC, as guarantors (each a “Guarantor” and collectively, the “Guarantors”), Jersey Mike’s Franchise Systems Inc., as manager (the “Manager”), the Conduit Investors thereto, the Committed Note Purchasers thereto, the Funding Agents thereto, Rabobank, as Swingline Lender and L/C Provider, and the Administrative Agent;

WHEREAS, the parties hereto desire to amend the Existing Class A-1 NPA as set forth in this Amendment; and

WHEREAS, the Master Issuer has authorized the execution and delivery of this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Amendment hereby agree as follows:

Section 1.1 Amendments to the Existing Class A-1 NPA. As of the Effective Date, the Existing Class A-1 NPA is hereby amended by deleting the stricken text (indicated in the same manner as the following example: stricken text) and inserting the double underlined text (indicated in the same manner as the following example: double-underlined text) in the Existing Class A-1 NPA attached as Exhibit A to this Amendment (the “Amended Class A-1 NPA”).

Section 1.2 Effect on Class A-1 NPA. Upon the date hereof (i) the Existing Class A-1 NPA shall be amended in accordance herewith and (ii) the parties shall be bound by the Amended Class A-1 NPA as so amended. Except as expressly set forth or contemplated in this Amendment, the terms and conditions of the Class A-1 NPA shall remain in place and shall not be altered, amended, waived or changed in any manner whatsoever, except by any further amendment made in accordance with the terms of the Existing Class A-1 NPA as amended in the form of the Amended Class A-1 NPA by this Amendment.

Section 1.3 Assignment and Assumption. Upon the execution and delivery of this Amendment, Coöperatieve Rabobank U.A., New York Branch, (the “Transferor”) hereby irrevocably sells, assigns and transfers 25% of its rights, obligations and commitments under the Existing Class A-1 NPA with respect to the Series 2024-1 Class A-1 Swingline Notes to each of the other Swingline Lenders (each, a “Transferee”) and following such transfer and the increase in the aggregate Swingline Commitments as set forth in the Amended Class A-1 NPA, the Swingline Commitment of each Swingline Lender shall be the amount set forth on Schedule I opposite such Swingline Lender’s name on Schedule I attached to the Amended Class A-1 NPA. The Transferor and each Transferee hereby acknowledge and agree that (i) no Swingline Loans are outstanding, (ii) no program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “Fees”) have accrued on or prior to the date hereof, (iii) the Transferor has not received any Fees in respect of any Swingline Commitment or Swingline Loans on or prior to the date hereof, (iv) the Transferor has received adequate consideration for such transfer and assignment and (v) no amounts are payable by the Transferor or any Transferee in connection with such transfer and assignment.

Section 1.4 Capitalized Terms. Capitalized terms used and not otherwise defined herein have the meanings set forth or incorporated by reference in the Amended Class A-1 NPA.

Section 1.5 Conditions to Effectiveness. This Amendment shall become effective become effective on the date hereof upon the receipt by the Administrative Agent of the following:

(a) a counterpart of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Administrative Agent of the execution and delivery of this Amendment by the Issuer and the Noteholders, and the consent hereto by the Indenture Trustee;

(b) an executed copy of that certain Amended and Restated Fee Letter, dated as of the date hereof, by and among the Master Issuer, the Guarantors, the Manager, the Administrative Agent, the Committed Note Purchasers, the Swingline Lenders and the L/C Provider; and

(c) an executed copy of that certain Amended and Restated Fee Letter, dated as of the date hereof, by and among the Master Issuer, the Guarantors, the Manager and Rabobank, as Administrative Agent, a Funding Agent, a Committed Note Purchaser, a Swingline Lender and the L/C Provider.

Section 1.6 Representations and Warranties. The Master Issuer hereby represents and warrants that: (a) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by debtor relief laws and equitable principles; (b) upon the Effective Date (both before and after giving effect to this Amendment), no Event of Default or Default shall exist; (c) the representations and warranties set forth in the Existing Class A-1 NPA and the other Related Documents are true and correct (i) if not qualified as to materiality or Material Adverse Effect, in all material respects and (ii) if qualified as to materiality or Material Adverse Effect, in all respects as of the date originally made and as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); and (d) the execution, delivery and performance by the Master Issuer of this Amendment is within

its limited liability company or corporate powers, have been duly authorized by all necessary actions, and do not and will not contravene (i) the organizational documents of the Master Issuer or (ii) any law or regulation or any contractual restriction binding on or affecting their respective assets or property.

Section 1.7 Miscellaneous

(a) Survival and Interpretation of Existing Documents. Except as expressly provided in this Amendment, all of the terms, provisions, covenants, agreements, representations and warranties and conditions of the Existing Class A-1 NPA and the other Related Documents shall be and remain in full force and effect as written, unmodified hereby and are hereby ratified by the Master Issuer. In the event of any conflict between the terms, provisions, covenants, representations and warranties and conditions of this Amendment and the Existing Class A-1 NPA, this Amendment shall control.

(b) Further Assurances. The Master Issuer agrees to execute such other documents, instruments and agreements and take such further actions reasonably requested by the Administrative Agent to effectuate the provisions of this Amendment.

(c) Severability. Any term or provision of this Amendment that is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Amendment or affecting the validity, legality or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(d) Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the jurisdiction that governs the Existing Class A-1 NPA in accordance with the terms thereof.

(e) Waiver of Jury Trial. AFTER REVIEWING THIS PROVISION SPECIFICALLY WITH ITS RESPECTIVE COUNSEL, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT, THE OTHER AMENDED DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF PARTIES HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COMMITTED NOTE PURCHASERS TO EXTEND CREDIT TO THE MASTER ISSUER.

(f) Entire Agreement. This Amendment and the Existing Class A-1 NPA (as amended hereby) and the other Related Documents embody the entire agreement and understanding between the parties and supersede all prior agreements and understandings relating to the subject matter hereof. Any exhibits or annexes attached hereto are hereby incorporated herein by reference and made a part hereof.

(g) Binding Effect, Beneficiaries. This Amendment shall be binding upon and inure to the benefit of the parties to the Existing Class A-1 NPA and each other applicable Related Document and their respective heirs, executors, administrators, successors, legal representatives and assigns, and no other party shall derive any rights or benefits herefrom.

(h) Construction. This Amendment shall be construed without regard to any presumption or other rule requiring construction against the party drafting this Amendment.

(i) Notices. All notices relating to this Amendment shall be delivered in the manner and subject to the provisions set forth in the Existing Class A-1 NPA.

(j) Counterparts. This Amendment may be executed (by electronic mail, facsimile or otherwise) in any number of counterparts, all of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(k) Electronic Signatures and Transmission. For purposes of this Amendment, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any requirement in the Indenture that a document is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed by its respective duly authorized officer as of the day and year first written above.


JERSEY MIKE’S FUNDING, LLC as Master Issuer

By:	/s/ Peter Cancro
	Name:	Peter Cancro
	Title:	Chief Executive Officer


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent

By:	/s/ Martin Snyder
	Name:	Martin Snyder
	Title:	MD


By:	/s/ Erin Scott
	Name:	Erin Scott
	Title:	ED - Asset Based Finance Officer


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as L/C Provider

By:	/s/ Martin Snyder
	Name:	Martin Snyder
	Title:	MD

By:	/s/ Erin Scott
	Name:	Erin Scott
	Title:	ED - Asset Based Finance Officer


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender

By:	/s/ Martin Snyder
	Name:	Martin Snyder
	Title:	MD


By:	/s/ Erin Scott
	Name:	Erin Scott
	Title:	ED - Asset Based Finance Officer


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Committed Note Purchaser

By:	/s/ Martin Snyder
	Name:	Martin Snyder
	Title:	MD

By:	/s/ Erin Scott
	Name:	Erin Scott
	Title:	ED - Asset Based Finance Officer


BARCLAYS BANK PLC, as Committed Note Purchaser

By:	/s/ Kinnary Armstrong
	Name:	Kinnary Armstrong
	Title:	Director


BARCLAYS BANK PLC, as Swingline Lender

By:	/s/ Kinnary Armstrong
	Name:	Kinnary Armstrong
	Title:	Director


MORGAN STANLEY BANK, N.A., as Committed Note Purchaser

By:	/s/ Stephen Marchi
	Name:	Stephen Marchi
	Title:	Authorized Signatory


MORGAN STANLEY BANK, N.A., as Swingline Lender

By:	/s/ Stephen Marchi
	Name:	Stephen Marchi
	Title:	Authorized Signatory


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as Committed Note Purchaser

By:	/s/ Alkesh Nanavaty
	Name:	Alkesh Nanavaty
	Title:	Executive Director


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as Swingline Lender

By:	/s/ Alkesh Nanavaty
	Name:	Alkesh Nanavaty
	Title:	Executive Director

Exhibit A

[See attached.]

EXECUTION VERSIONCONFORMED COPY

EXHIBIT A

CLASS A-1 NOTE PURCHASE AGREEMENT

(SERIES 2024-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1)

dated as of December 18, 2024

among

JERSEY MIKE’S FUNDING, LLC,

as Master Issuer,

JM SPV GUARANTOR, LLC,

A SUB ABOVE, LLC,

JM’75, LLC,

each as a Guarantor,

JERSEY MIKE’S FRANCHISE SYSTEMS INC.,

as Manager,

CERTAIN CONDUIT INVESTORS,

each as a Conduit Investor,

CERTAIN FINANCIAL INSTITUTIONS,

each as a Committed Note Purchaser,

CERTAIN FUNDING AGENTS,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as L/C Provider,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCHCERTAIN FINANCIAL

INSTITUTIONS,

each as a Swingline Lender,

and

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Administrative Agent

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS			2
	Section 1.01	Definitions	2
	Section 1.02	Defined terms	2
	Section 1.03	Benchmark Calculations	18

ARTICLE II PURCHASE AND SALE OF SERIES 2024-1 CLASS A-1 NOTES			19
	Section 2.01	The Initial Advance Notes	19
	Section 2.02	Advances	20
	Section 2.03	Borrowing Procedures	22
	Section 2.04	The Series 2024-1 Class A-1 Notes	25
	Section 2.05	Reduction in Commitments	25
	Section 2.06	Swingline Commitment	28
	Section 2.07	L/C Commitment	32
	Section 2.08	L/C Reimbursement Obligations	36
	Section 2.09	L/C Participations	38
	Section 2.09	Swingline Commitment and L/C Commitment Increase	36

ARTICLE III INTEREST AND FEES			3841
	Section 3.01	Interest	3841
	Section 3.02	Fees	4043
	Section 3.03	SOFR Lending Unlawful	4143
	Section 3.04	Benchmark Replacement	4143
	Section 3.05	Increased Costs, etc.	4345
	Section 3.06	Funding Losses	4346
	Section 3.07	Increased Capital or Liquidity Costs	4446
	Section 3.08	Taxes	4547
	Section 3.09	Change of Lending Office	4750
	Section 3.10	Reaffirmation	4851

ARTICLE IV OTHER PAYMENT TERMS			4951
	Section 4.01	Time and Method of Payment (Amounts Distributed by the Administrative Agent)	4951
	Section 4.02	Order of Distributions (Amounts Distributed by the Trustee or the Paying Agent)	4952
	Section 4.03	L/C Cash Collateral	5053
	Section 4.04	Alternative Arrangements with Respect to Letters of Credit	5153

ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS			5154
	Section 5.01	Authorization and Action of the Administrative Agent	5154
	Section 5.02	Delegation of Duties	5254
	Section 5.03	Exculpatory Provisions	5254
	Section 5.04	Reliance	5255

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	Section 5.05	Non-Reliance on the Administrative Agent and Other Purchasers	5355
	Section 5.06	The Administrative Agent in its Individual Capacity	5355
	Section 5.07	Successor Administrative Agent; Defaulting Administrative Agent	5355
	Section 5.08	Authorization and Action of Funding Agents	5457
	Section 5.09	Delegation of Duties	5557
	Section 5.10	Exculpatory Provisions	5558
	Section 5.11	Reliance	5558
	Section 5.12	Non-Reliance on the Funding Agent and Other Purchasers	5658
	Section 5.13	The Funding Agent in its Individual Capacity	5659
	Section 5.14	Successor Funding Agent	5659
	Section 5.15	Erroneous Payments	59

ARTICLE VI REPRESENTATIONS AND WARRANTIES			5962
	Section 6.01	The Master Issuer and Guarantor	5962
	Section 6.02	The Manager	6063
	Section 6.03	Lender Parties	6064

ARTICLE VII CONDITIONS			6265
	Section 7.01	Conditions to Issuance and Effectiveness	6265
	Section 7.02	Conditions to Initial Extensions of Credit	6265
	Section 7.03	Conditions to Each Extension of Credit	6366

ARTICLE VIII COVENANTS			6467
	Section 8.01	Covenants	6467

ARTICLE IX MISCELLANEOUS PROVISIONS			6770
	Section 9.01	Amendments	6770
	Section 9.02	No Waiver; Remedies	6771
	Section 9.03	Binding on Successors and Assigns	6871
	Section 9.04	Survival of Agreement	6972
	Section 9.05	Payment of Costs and Expenses; Indemnification	6972
	Section 9.06	Characterization as Related Document; Entire Agreement	7275
	Section 9.07	Notices	7275
	Section 9.08	Severability of Provisions	7275
	Section 9.09	Tax Characterization	7275
	Section 9.10	No Proceedings; Limited Recourse	7276
	Section 9.11	Confidentiality	7377
	Section 9.12	GOVERNING LAW; CONFLICTS WITH INDENTURE	7478
	Section 9.13	JURISDICTION	7478
	Section 9.14	WAIVER OF JURY TRIAL	7578

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Section 9.15	Counterparts	7578
Section 9.16	Third-Party Beneficiary	7679
Section 9.17	Assignment	7679
Section 9.18	Defaulting Investors	7881
Section 9.19	No Fiduciary Duties	8185
Section 9.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	85
Section 9.21	Patriot Act	86

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	SCHEDULES AND EXHIBITS
	SCHEDULE I	Investor Groups and Commitments
	SCHEDULE II Manager	Notice Addresses for Lender Parties, Agents, Master Issuer and
	SCHEDULE III	Additional Closing Conditions
	SCHEDULE IV	Letters of Credit

	EXHIBIT A-1	Form of Advance Request
	EXHIBIT A-2	Form of Swingline Loan Request
	EXHIBIT B	Form of Assignment and Assumption Agreement
	EXHIBIT C	Form of Investor Group Supplement
	EXHIBIT D	Form of Purchaser’s Letter
	EXHIBIT E	Form of Increase Notice

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CLASS A-1 NOTE PURCHASE AGREEMENT

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of December 18, 2024 and effective as of the Effective Date (as defined below) (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:

(a) JERSEY MIKE’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”),

(b) JM SPV GUARANTOR, LLC, a Delaware limited liability company, A SUB ABOVE, LLC, a Delaware limited liability company, and JM’75, LLC, a Delaware limited liability company, each a guarantor (each, a “Guarantor” and collectively, the “Guarantors”),

(d) the several commercial paper conduits listed on Schedule I as Conduit Investors and their respective permitted successors and assigns (each, a “Conduit Investor” and, collectively, the “Conduit Investors”),

(e) the several financial institutions listed on Schedule I as Committed Note Purchasers and their respective permitted successors and assigns (each, a “Committed Note Purchaser” and, collectively, the “Committed Note Purchasers”),

(f) for each Investor Group, the financial institution entitled to act on behalf of the Investor Group set forth opposite the name of such Investor Group on Schedule I as Funding Agent and its permitted successors and assigns (each, the “Funding Agent” with respect to such Investor Group and, collectively, the “Funding Agents”),

(g) COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (“Rabobank”), as “L/C Provider”,

(h) Rabobank, asthe several financial institutions listed on Schedule I as Committed Note Purchasers and their respective permitted successors and assigns (each, a “Swingline Lender” and, collectively, the “Swingline Lenders”), and

(i) Rabobank, in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider and the Swingline LenderLenders (together with its permitted successors and assigns in such capacity, the “Administrative Agent”).

BACKGROUND

1. Contemporaneously with the execution and delivery of this Agreement, the Master Issuer and Citibank, N.A., as Trustee, are entering into the Series 2024-1 Supplement, of even date herewith (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Series 2024-1

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Supplement”), to the Base Indenture, dated as of December 23, 2019 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture” and, together with the Series 2024-1 Supplement and any other supplement to the Base Indenture, the “Indenture”), by and between the Master Issuer and the Trustee, pursuant to which the Master Issuer will issue the Series 2024-1 Notes (as defined in the Series 2024-1 Supplement), which may be issued in the form of Uncertificated Notes (as defined in the Series 2024-1 Supplement) in accordance with the Indenture.

2. The Master Issuer wishes to (a) issue the Series 2024-1 Class A-1 Advance Notes to each Funding Agent on behalf of the Investors in the related Investor Group, and obtain the agreement of the applicable Investors to make loans from time to time (each, an “Advance” or a “Series 2024-1 Class A-1 Advance” and, collectively, the “Advances” or the “Series 2024-1 Class A-1 Advances”) that will constitute the purchase of Series 2024-1 Class A-1 Outstanding Principal Amounts on the terms and conditions set forth in this Agreement; (b) issue the Series 2024-1 Class A-1 Swingline NoteNotes to the Swingline LenderLenders and obtain the agreement of the Swingline LenderLenders to make Swingline Loans on the terms and conditions set forth in this Agreement; and (c) issue the Series 2024-1 Class A-1 L/C Note to the L/C Provider and obtain the agreement of the L/C Provider to provide Letters of Credit on the terms and conditions set forth in this Agreement. L/C Obligations in connection with Letters of Credit issued pursuant to the Series 2024-1 Class A-1 L/C Note will constitute purchases of Series 2024-1 Class A-1 Outstanding Principal Amounts upon the incurrence of such L/C Obligations. The Series 2024-1 Class A-1 Advance Notes, the Series 2024-1 Class A-1 Swingline Note and the Series 2024-1 Class A-1 L/C Note constitute Series 2024-1 Class A-1 Notes. The Manager has joined in this Agreement to confirm certain representations, warranties and covenants made by it in favor of the Trustee and the Noteholders in the Related Documents for the benefit of each Lender Party.

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement and unless the context requires a different meaning, capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2024-1 Supplemental Definitions List attached to the Series 2024-1 Supplement as Annex A thereto or in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as applicable. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of this Agreement.

Section 1.02 Defined Terms.

“Acquiring Committed Note Purchaser” has the meaning set forth in Section 9.17(a).

“Acquiring Investor Group” has the meaning set forth in Section 9.17(c).

“Administrative Agent” has the meaning set forth in recitals.

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“Administrative Agent Fees” has the meaning set forth in Section 3.02(a).

“Administrative Agent Indemnified Parties” has the meaning set forth in Section 9.05(d). “Advance Request” has the meaning set forth in Section 7.05(d).

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Person” has the meaning set forth in Section 3.05.

“Agent Indemnified Liabilities” has the meaning set forth in Section 9.05(c).

“Agent Indemnified Parties” has the meaning set forth in Section 9.05(c).

“Aggregate Unpaids” has the meaning set forth in Section 5.01.

“Amendment Expenses” has the meaning set forth in Section 9.05(a).

“Anti-Corruption Laws” means the laws, rules, and regulations of the jurisdictions applicable to the Master Issuer or any Guarantor or its subsidiaries from time to time concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” means any laws, regulations, or orders of any Governmental Authority of the United States, the United Nations, the United Kingdom, the European Union or the Netherlands relating to terrorism financing or money laundering, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the Trading With the Enemy Act (50 U.S.C. § 5 et seq.), the International Security Development and Cooperation Act (22 U.S.C. § 2349aa-9 et seq.), the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”), and any rules or regulations promulgated pursuant to or under the authority of any of the foregoing.

“Annual Inspection Notice” has the meaning set forth in Section 8.01(d).

“Applicable Agent Indemnified Liabilities” has the meaning set forth in Section 9.05(d).

“Applicable Agent Indemnified Parties” has the meaning set forth in Section 9.05(d).

“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.

“Assignment and Assumption Agreement” has the meaning set forth in Section 9.17(a).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest

A-3

period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor that is then-removed pursuant to Section 3.05(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Barclays” means Barclays Bank PLC.

“Base Indenture” has the meaning set forth in the recitals hereto.

“Base Rate” means, on any day, an interest rate per annum equal to the sum of (i) the greater of (a) the Prime Rate in effect on such day, (B) the Federal Funds Rate in effect on such day plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00% plus (ii) 0.50%; provided, that any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively; provided, further, that changes in any rate of interest calculated by reference to the Base Rate shall take effect simultaneously with each change in the Base Rate; provided, further, that the Base Rate will in no event be higher than the maximum rate permitted by applicable law.

“Base Rate Advance” means an Advance that bears interest at the Base Rate during such time as it bears interest at such rate, as provided in this Agreement.

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.10(a).

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“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent: (a) with respect to a SOFR Advance, Daily Simple SOFR, and (b) the sum of: (x) the alternate benchmark rate that has been selected by the Administrative Agent and the Master Issuer giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (y) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Related Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Master Issuer giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Related Document in accordance with Section 3.10 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Related Document in accordance with Section 3.10.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrowing” has the meaning set forth in Section 2.02(c).

“Breakage Amount” has the meaning set forth in Section 3.05.

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“Change in Law” means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each, an “Official Body”) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Closing Date; provided, however, for purposes of this definition, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof.

“Commercial Paper” means, with respect to any Conduit Investor, the promissory notes issued in the commercial paper market by or for the benefit of such Conduit Investor.

“Commitment Amount” means, as to each Committed Note Purchaser, the amount set forth on Schedule I opposite such Committed Note Purchaser’s name as its Commitment Amount or, in the case of a Committed Note Purchaser that becomes a party to this Agreement pursuant to an Assignment and Assumption Agreement or Investor Group Supplement, the amount set forth therein as such Committed Note Purchaser’s Commitment Amount, in each case, as such amount may be (i) reduced pursuant to Section 2.05 or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by such Committed Note Purchaser in accordance with the terms of this Agreement.

“Commitment Percentage” means, on any date of determination, with respect to any Investor Group, the ratio, expressed as a percentage, which such Investor Group’s Maximum Investor Group Principal Amount bears to the Series 2024-1 Class A-1 Notes Maximum Principal Amount on such date.

“Commitments” means the obligations of each Committed Note Purchaser included in each Investor Group to fund Advances pursuant to Section 2.02(a) and to participate in Swingline Loans and Letters of Credit pursuant to Sections 2.06 and 2.08, respectively, in an aggregate stated amount up to its Commitment Amount.

“Commitment Term” means the period from and including the Closing Date to but excluding the earlier of (a) the Commitment Termination Date and (b) the date on which the Commitments are terminated or reduced to zero in accordance with this Agreement.

“Commitment Termination Date” means the Series 2024-1 Class A-1 Notes Renewal Date (as such date may be extended pursuant to Section 3.06(b) of the Series 2024-1 Supplement).

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“Committed Note Purchaser” has the meaning set forth in the preamble.

“Committed Note Purchaser Percentage” means, on any date of determination, with respect to any Committed Note Purchaser in any Investor Group, the ratio, expressed as a percentage, which the Commitment Amount of such Committed Note Purchaser bears to such Investor Group’s Maximum Investor Group Principal Amount on such date.

“Conduit Assignee” means, with respect to any Conduit Investor, any commercial paper conduit whose Commercial Paper is rated by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable, that is administered by the Funding Agent with respect to such Conduit Investor or any Affiliate of such Funding Agent, in each case, designated by such Funding Agent to accept an assignment from such Conduit Investor of the Investor Group Principal Amount or a portion thereof with respect to such Conduit Investor pursuant to Section 9.17(b).

“Conduit Investor” has the meaning set forth in the preamble.

“Confidential Information” has the meaning set forth in Section 9.11.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, “CP Funding Rate”, “Term SOFR Reference Rate”, “SOFR Interest Accrual Period”, “SOFR Advance”, “Term SOFR Rate” or any similar or analogous definition (or the addition of a concept of “interest period”) and “Term SOFR”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.06 and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Master Issuer, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Related Documents).

“CP Funding Rate” means, with respect to each Conduit Investor, for any day during any Interest Accrual Period, for any portion of the Advances funded or maintained through the issuance of Commercial Paper by such Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined by the related Funding Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Investor, other borrowings by such Conduit Investor and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or its related Funding Agent to fund or maintain such Advances for such Interest Accrual Period (and

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which may also be allocated in part to the funding of other assets of the Conduit Investor); provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Funding Rate” for such Advances for such Interest Accrual Period, the related Funding Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“CP Rate” means, on any day during any Interest Accrual Period, an interest rate per annum equal to the sum of (i) the CP Funding Rate for such Interest Accrual Period plus (ii) 1.50%; provided that the CP Rate will in no event be higher than the maximum rate permitted by applicable law.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans at such time; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Defaulting Administrative Agent Event” has the meaning set forth in Section 5.07(b).

“Defaulting Investor” means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

“Delayed Funding Date” has the meaning set forth in Section 2.03(d).

“Delayed Funding Notice” has the meaning set forth in Section 2.03(d).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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“Effective Date” means the occurrence of the “Acquisition Closing Date” as such term is defined in the Equity Purchase Agreement, dated as of November 8, 2024, among Submarine Buyer LLC, the Manager, Jersey Shore Construction LLC, Jersey Mike’s Inc. and Peter Cancro. “Eligible Conduit Investor” means, at any time, any Conduit Investor whose Commercial Paper at such time is rated by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable.

“Erroneous Payment” has the meaning assigned to it in Section 5.15(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 5.15(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 5.15(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“FATCA” means (a) Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future Treasury regulations thereunder or official interpretations thereof, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of (a) above, or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service or any other Governmental Authority in the United States.

“Federal Funds Rate” means, for any specified period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as published in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or if, for any reason, such rate is not available on any day, the rate determined, in the reasonable opinion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. (Eastern time).

“First Amendment Date” means January 17, 2025.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Affected Person” has the meaning set forth in Section 3.08(a).

“Floor” means a rate of interest equal to 0.00%.

“Funding Agent” has the meaning set forth in recitals.

“Funding Agent Indemnified Parties” has the meaning set forth in Section 9.05(d).

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“F.R.S. Board” means the Board of Governors of the Federal Reserve System.

“Guarantor” has the meaning set forth in the introduction hereto.

“Increase” has the meaning set forth in Section 2.01(a) of the Series 2024-1 Supplement. “Increased Costs” has the meaning set forth in Section 3.05.

“Increased Capital Costs” has the meaning set forth in Section 3.07.

“Increase Notice” has the meaning set forth in Section 2.10.

“Indemnified Liabilities” has the meaning set forth in Section 9.05(b).

“Indemnified Parties” has the meaning set forth in Section 9.05(b).

“Interest Reserve Letter of Credit” means any letter of credit issued hereunder for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable.

“Investor” means any one of the Conduit Investors and the Committed Note Purchasers and “Investors” means the Conduit Investors and the Committed Note Purchasers collectively.

“Investor Group” means (i) for each Conduit Investor, collectively, such Conduit Investor, the related Committed Note Purchaser(s) set forth opposite the name of such Conduit Investor on Schedule I (or, if applicable, set forth for such Conduit Investor in the Assignment and Assumption Agreement or Investor Group Supplement pursuant to which such Conduit Investor or Committed Note Purchaser becomes a party thereto), any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2024-1 Class A-1 Noteholder for such Investor Group) and (ii) for each other Committed Note Purchaser or Swingline Lender that is not related to a Conduit Investor, collectively, such Committed Note Purchaser or Swingline Lender, as applicable, any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2024-1 Class A-1 Noteholder for such Investor Group).

“Investor Group Increase Amount” means, with respect to any Investor Group, for any Business Day, the portion of the Increase, if any, actually funded by such Investor Group on such Business Day.

“Investor Group Principal Amount” means, with respect to any Investor Group, (a) when used with respect to the Closing Date, an amount equal to (i) such Investor Group’s Commitment Percentage of the Series 2024-1 Class A-1 Initial Advance Principal Amount, plus (ii) such Investor Group’s Commitment Percentage of the Series 2024-1 Class A-1 Outstanding Subfacility Amount outstanding on the Closing Date, and (b) when used with respect to any other date, an amount equal to (i) the Investor Group Principal Amount with respect to such Investor Group on the immediately preceding Business Day (excluding any Series 2024-1 Class A-1 Outstanding Subfacility Amount included therein), plus (ii) the Investor Group Increase Amount with respect to such Investor Group on such date, minus (iii) the amount of principal payments made to such Investor Group on the Series 2024-1 Class A-1 Advance Notes on such date, plus (iv) such Investor Group’s Commitment Percentage of the Series 2024-1 Class A-1 Outstanding Subfacility Amount outstanding on such date.

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“Investor Group Supplement” has the meaning set forth in Section 9.17(c).

“L/C Commitment” means the obligation of the L/C Provider to provide Letters of Credit pursuant to Section 2.07, in an aggregate Undrawn L/C Face Amount, together with any Unreimbursed L/C Drawings, at any one time outstanding not to exceed $25,000,00050,000,000, as such amount may be reduced or increased pursuant to Section 2.07(g), or reduced pursuant to Section 2.05(b) or increased pursuant to Section 2.10.

“LC Commitment Excess” has the meaning set forth in Section 2.07(a).

“L/C Commitment Increase” has the meaning set forth in Section 2.10.

“L/C Issuing Bank” has the meaning set forth in Section 2.07(g).

“L/C Issuing Bank Rating Test” has the meaning set forth in Section 2.07(g).

“L/C Obligations” means, at any time, an amount equal to the sum of (i) any Undrawn L/C Face Amounts outstanding at such time and (ii) any Unreimbursed L/C Drawings outstanding at such time. The L/C Obligations of any Committed Note Purchaser at any time shall be its Commitment Percentage of the aggregate L/C Obligations at such time.

“L/C Other Reimbursement Costs” has the meaning set forth in Section 2.08(a).

“L/C Provider” means Rabobank, in its capacity as provider of any Letter of Credit under this Agreement, and its permitted successors and assigns in such capacity.

“L/C Quarterly Fees” has the meaning set forth in Section 2.07(d).

“L/C Reimbursement Amount” has the meaning set forth in Section 2.08(a).

“Lender Party” means any Investor, theany Swingline Lender or the L/C Provider and “Lender Parties” means the Investors, the Swingline LenderLenders and the L/C Provider, collectively.

“Letter of Credit” has the meaning set forth in Section 2.07(g).

“Manager” has the meaning set forth in recitals.

“Margin Stock” means “margin stock” as defined in Regulation U of the F.R.S. Board, as amended from time to time.

“Master Issuer” has the meaning set forth in recitals.

“Maximum Investor Group Principal Amount” means, as to each Investor Group existing on the Closing Date, the amount set forth on Schedule I to this Agreement as such Investor Group’s Maximum Investor Group Principal Amount or, in the case of any other Investor Group, the amount set forth as such Investor Group’s Maximum Investor Group Principal Amount in the Assignment and Assumption Agreement or Investor Group Supplement by which the members of such Investor Group become parties to this Agreement, in each case, as such amount may be (i)

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reduced pursuant to Section 2.05 of this Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by the members of such Investor Group in accordance with the terms of this Agreement.

“Non-Excluded Taxes” has the meaning set forth in Section 3.08(a).

“Non-Funding Committed Notes Purchaser” has the meaning set forth in Section 2.02(a).

“Official Body” has the meaning set forth in the definition of “Change in Law.”

“Other Post-Closing Expenses” has the meaning set forth in Section 9.05(a).

“Out-of-Pocket Expenses” has the meaning set forth in Section 9.05(a).

“Payment Recipient” has the meaning assigned to it in Section 5.15(a).

“Pre-Closing Costs” has the meaning set forth in Section 9.05(a).

“Prime Rate” means the rate of interest per annum published in the Wall Street Journal as the U.S. dollar “prime rate” for such day and if the Wall Street Journal does not publish such rate on such day then such rate as most recently published prior to such day; provided that in no event shall the Prime Rate be less than zero.

“Program Support Agreement” means, with respect to any Investor, any agreement entered into by any Program Support Provider in respect of any Commercial Paper and/or Series 2024-1 Class A-1 Note of such Investor providing for the issuance of one or more letters of credit for the account of such Investor, the issuance of one or more insurance policies for which such Investor is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Investor to any Program Support Provider of the Series 2024-1 Class A-1 Notes (or portions thereof or interests therein) and/or the making of loans and/or other extensions of credit to such Investor in connection with such Investor’s securitization program, together with any letter of credit, insurance policy or other instrument issued thereunder or guaranty thereof (but excluding any discretionary advance facility provided by a Committed Note Purchaser).

“Program Support Provider” means, with respect to any Investor, any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, such Investor in respect of such Investor’s Commercial Paper and/or Series 2024-1 Class A-1 Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Investor’s securitization program as it relates to any Commercial Paper issued by such Investor, and/or holding equity interests in such Investor, in each case pursuant to a Program Support Agreement, and any guarantor of any such Person.

“Rabobank” has the meaning set forth in recitals.

“reference amount” has the meaning set forth in Section 2.03(b).

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“Reimbursement Obligation” means the obligation of the Master Issuer to reimburse the L/C Provider pursuant to Section 2.08 for amounts drawn under Letters of Credit.

“Relevant Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.

“Required Expiration Date” has the meaning set forth in Section 2.7(a).

“Required Investor Groups” means the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two-thirds of the Commitments.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Sale Notice” has the meaning set forth in Section 9.18(b).

“Sanctioned Person” has the meaning set forth in Section 6.01(h).

“Sanctions” means any sanctions administered by or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Netherlands, or other relevant sanctions authority.

“Series 2024-1 Class A-1 Advance” has the meaning set forth in introduction.

“Series 2024-1 Class A-1 Advance Request” has the meaning set forth in Section 7.03(d).

“Series 2024-1 Class A-1 Allocated Payment Reduction Amount” has the meaning set forth in Section 2.05(b)(iv).

“Series 2024-1 Class A-1 Breakage Amount” has the meaning set forth in Section 3.05.

“Series 2024-1 Class A-1 Investor Group Supplement” has the meaning set forth in Section 9.17(c).

“Series 2024-1 Notes” has the meaning set forth in Base Indenture.

“Series 2024-1 Class A-1 Initial Advance Principal Amount” has the meaning set forth in the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Notes Exposure Amount” means, as of any date of determination, the excess (if any) of (1) the sum of the Series 2024-1 Class A-1 Outstanding Principal Amount as of such date and the Undrawn L/C Face Amounts as of such date over (2) the aggregate amount Undrawn L/C Face Amounts that are cash collateralized.

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“Series 2024-1 Class A-1 Notes Maximum Principal Amount” means $100,000,000, as such amount may be reduced pursuant to Section 2.05.

“Series 2024-1 Class A-1 Notes Other Amounts” means, as of any date of determination, the aggregate unpaid Breakage Amount, Indemnified Liabilities, Agent Indemnified Liabilities, Increased Capital Costs, Increased Costs, Increased Tax Costs, Pre-Closing Costs, Other Post-Closing Expenses and Out-of-Pocket Expenses then due and payable. For purposes of the Base Indenture, the “Series 2024-1 Class A-1 Notes Other Amounts” shall be deemed to be

“Class A-1 Notes Other Amounts.”

“Series 2024-1 Class A-1 Notes Register” has the meaning set forth in Section 2.01(b).

“Series 2024-1 Class A-1 Notes Renewal Date” has the meaning set forth in the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Outstanding Subfacility Amount” has the meaning set forth in the Series 2024-1 Supplement.

“Series 2024-1 Class A-1 Swingline Loan” has the meaning set forth in Section 2.06(a).

“Series 2024-1 Supplement” has the meaning set forth in introduction.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Advance” means an Advance that bears interest at a rate based on Term SOFR, other than, in each case, pursuant to clause (c) of the definition of “Base Rate”.

“SOFR Interest Accrual Period” means, as to any SOFR Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter (subject to the availability thereof), as specified by the Master Issuer; provided that (i) if any SOFR Interest Accrual Period would end on a day other than a Business Day, such SOFR Interest Accrual Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such SOFR Interest Accrual Period shall end on the next preceding Business Day, (ii) any SOFR Interest Accrual Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such SOFR Interest Accrual Period) shall end on the last Business Day of the last calendar month of such SOFR Interest Accrual Period, (iii) no SOFR Interest Accrual Period shall extend beyond the Series 2024-1 Class A-1 Legal Final Maturity Date and (iv) no tenor that has been removed from this definition pursuant to this Agreement shall be available for specification in such Advance Request. For purposes hereof, the date of an Advance initially shall be the date on which such Advance is made and thereafter shall be the effective date of the most recent conversion or continuation of such Advance.

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“Solvent” means with respect to any Person as of any date of determination, (i) the fair value of the assets of such Person will exceed its debts and liabilities, including contingent liabilities; (ii) the present fair saleable value of the property of such Person will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities as such debts and other liabilities become absolute and matured; (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature; and (iv) such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is presently conducted and is proposed to be conducted after such date of determination, and no Event of Bankruptcy has occurred with respect to such Person.

“Specified Rating Agencies” means any of Standard & Poor’s, Moody’s or Fitch, as applicable.

“Swingline Commitment” means the obligation of the, as to each Swingline Lender to make Swingline Loans pursuant to Section 2.06 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000, the amount set forth on Schedule I opposite such Swingline Lender’s name as its Swingline Commitment, as such amount may be reduced or increased pursuant to Section 2.06(i), or reduced pursuant to Section 2.05(b) or increased pursuant to Section 2.10.; provided, that the aggregate Swingline Commitment of all Swingline Lenders shall not exceed $30,000,000.1

“Swingline Commitment IncreaseLender” has the meaning set forth in Section 2.10the preamble.

“Swingline Lender” means Rabobank, in its capacity as maker of Swingline Loans, and its permitted successors and assigns in such capacity.

“Swingline Loan” has the meaning set forth in Section 2.06(a).

“Swingline Loan Request” has the meaning set forth in Section 2.06(b).

“Swingline Participation AmountTaxes” has the meaning set forth in Section 2.063.08(fa).

“Taxes” has the meaning set forth in Section 3.08(a).

“Term SOFR” means,

(a) for any calculation with respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable SOFR Interest Accrual Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such SOFR Interest Accrual Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement

1 To be discussed: Whether any assignments of commitments with respect to Advance Notes will also be required to include an assignment of any Swingline Commitment.

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Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an Base Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Rate” means a rate per annum equal to Term SOFR for the Interest Accrual Period therefor plus 1.50%.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Undrawn Commitment Fees” has the meaning set forth in Section 3.02(b).

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“Undrawn L/C Face Amounts” means, at any time, the aggregate then undrawn and unexpired face amount of any Letters of Credit outstanding at such time.

“Unreimbursed L/C Drawings” means, at any time, the aggregate amount of any L/C Reimbursement Amounts that have not then been reimbursed pursuant to Section 2.08.

“Upfront Commitment Fee” has the meaning given to such term in the Class A-1 VFN Fee Letter.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income department of its members be closed for the entire day for purposes of trading in United States government securities.

“Write-down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.03 Benchmark Calculations. None of the Administrative Agent or any Funding Agent warrants or accepts any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Base Rate”, “SOFR”, “Term SOFR” or “Term SOFR Reference Rate”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 3.05, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as the Base Rate, the existing Benchmark or any subsequent Benchmark Replacement prior to its discontinuance or unavailability (including Term SOFR, Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Master Issuer, any Guarantor or Investor or any of their respective Affiliates). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Base Rate, Term SOFR Reference Rate, Term SOFR or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Master Issuer, the Manager, any Investor, Funding Agents, Program Support Providers or any other person or entity for damages of any kind,

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including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Term SOFR or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and any relevant adjustments thereto, in each case, in a manner adverse to the Master Issuer.

ARTICLE II

PURCHASE AND SALE OF SERIES 2024-1 CLASS A-1 NOTES

Section 2.01 The Initial Advance Notes.

(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall request the Trustee to authenticate (in the case of the Series 2024-1 Class A-1 Advance Notes in the form of definitive notes) or register as described in Section 4.01(e) of the Series 2024-1 Supplement (in the case of Uncertificated Notes) the Series 2024-1 Class A-1 Advance Notes, which (in the case of Series 2024-1 Class A-1 Advance Notes in the form of definitive notes) the Master Issuer shall deliver to each Funding Agent on behalf of the Investors in the related Investor Group on the Closing Date. The Series 2024-1 Class A-1 Advance Note for each Investor Group, shall (i) be dated their date of authentication or, if an Uncertificated Note, registration, (ii) be registered in the name of the related Funding Agent or its nominee, as agent for the related Investors, or in such other name or nominee as such Funding Agent may request, (iii) have a maximum principal amount equal to the Maximum Investor Group Principal Amount for such Investor Group, (iv) have an initial outstanding principal amount equal to such Investor Group’s Commitment Percentage of the Series 2024-1 Class A-1 Initial Advance Principal Amount, and (v) other than any Uncertificated Notes, be duly authenticated in accordance with the provisions of the Indenture.

(b) Each Series 2024-1 Class A-1 Noteholder shall, acting solely for this purpose as an agent of the Master Issuer, maintain a register on which it enters the name and address of each related Lender Party (and, if applicable, Program Support Provider) and the applicable portions of the Series 2024-1 Class A-1 Outstanding Principal Amount (and stated interest) with respect to such Series 2024-1 Class A-1 Noteholder of each Lender Party (and, if applicable, Program Support Provider) that has an interest in such Series 2024-1 Class A-1 Noteholder’s Series 2024-1 Class A-1 Notes (the “Series 2024-1 Class A-1 Notes Register”), provided that no Series 2024-1 Class A-1 Noteholder shall have any obligation to disclose all or any portion of the Series 2024-1 Class A-1 Notes Register to any Person except to the extent such that such disclosure is necessary to establish that such Series 2024-1 Class A-1 Notes are in registered form for U.S. federal income tax purposes.

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Section 2.02 Advances.

(a) Subject to the terms and conditions of this Agreement and the Indenture, each Eligible Conduit Investor, if any, may, in its sole discretion, and, if such Eligible Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any portion of an Advance, its related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to any Investor Group, the Committed Note Purchaser(s) with respect to such Investor Group shall, upon the Master Issuer’s request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or under the circumstances set forth in Sections 2.05, 2.06 or 2.08), make Advances from time to time during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that if, as a result of any Committed Note Purchaser (a “Non-Funding Committed Note Purchaser”) failing to make any previous Advance that such Non-Funding Committed Note Purchaser was required to make, outstanding Advances are not held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages at the time a request for Advances is made, (x) such Non-Funding Committed Note Purchaser shall make all of such Advances until outstanding Advances are held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages and (y) further Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that the failure of a Non-Funding Committed Note Purchaser to make Advances pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any other Committed Note Purchaser of its obligation hereunder, if any, to make Advances in accordance with Section 2.03(b)(i); provided, further, that, subject, in the case of clause (i) below, to Section 2.03(b)(ii), no Advance shall be required or permitted to be made by any Investor on any date to the extent that, after giving effect to such Advance, (i) the Investor Group Principal Amount for the related Investor Group would exceed such Investor Group’s Maximum Investor Group Principal Amount or (ii) the Series 2024-1 Class A-1 Outstanding Principal Amount would exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount.

(b) Notwithstanding anything herein or in any other Related Document to the contrary, at no time shall a Conduit Investor be obligated to make Advances hereunder. If at any time any Conduit Investor is not an Eligible Conduit Investor, such Conduit Investor shall promptly notify the Administrative Agent (who shall promptly notify the related Funding Agent and the Master Issuer) thereof.

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(c) Each of the Advances to be made on any date shall be made as part of a single borrowing (each such single borrowing being a “Borrowing”). The Advances made as part of the initial Borrowing on the Closing Date, if any, shall be evidenced by the Series 2024-1 Class A-1 Advance Notes issued in connection herewith and shall constitute purchases of portions of the Series 2024-1 Class A-1 Initial Advance Principal Amount corresponding to the amount of such Advances. All of the other Advances shall constitute Increases evidenced by the Series 2024-1 Class A-1 Advance Notes issued in connection herewith and shall constitute purchases of Series 2024-1 Class A-1 Outstanding Principal Amounts corresponding to the amount of such Advances.

(d) Section 2.02(b) of the Series 2024-1 Supplement specifies the procedures to be followed in connection with any Voluntary Decrease of the Series 2024-1 Class A-1 Outstanding Principal Amount. Each such Voluntary Decrease in respect of any Advances shall be either (i) in an aggregate minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof or (ii) in such other amount necessary to reduce the Series 2024-1 Class A-1 Outstanding Principal Amount to zero.

(e) Subject to the terms of this Agreement and the Series 2024-1 Supplement, the aggregate principal amount of the Advances evidenced by the Series 2024-1 Class A-1 Advance Notes may be increased by Borrowings or decreased by Voluntary Decreases from time to time.

(f) At any time that the aggregate Series 2024-1 Class A-1 Outstanding Principal Amount attributable to each Investor Group is not held pro rata based on its respective Commitment Percentage (as a result of the issuance of any Letter of Credit or otherwise), the Investor Groups (and the Investors within each such Investor Group) may, in their sole discretion, agree amongst themselves to reallocate any outstanding Advances to ensure that the aggregate Series 2024-1 Class A-1 Outstanding Principal Amount attributable to each Investor Group is pro rata based on its respective Commitment Percentage; provided that the Master Issuer shall not be liable for any Breakage Amounts resulting solely from any such reallocations.

(g) The Administrative Agent shall provide the Master Issuer, the Manager and the Trustee timely notice of non-ratable allocations pursuant to Section 2.02(a) and of any reallocations of Advances pursuant to Section 2.02(f) (which notice requirements may be satisfied through the delivery of the monthly invoice and Letter of Credit report delivered by the Administrative Agent from time to time); provided, that the failure to provide such notice shall not limit or otherwise affect the obligations of the Master Issuer under this Agreement or the Indenture with respect thereto. The Master Issuer and the Manager shall not be responsible for any failure to reflect such allocations or reallocations in any Quarterly Noteholders’ Report or written report provided to the Trustee pursuant to Section 2.02(b) of the Series 2024-1 Supplement, or for any payments inconsistent with such allocations or reallocations, until such notice is provided as set forth in this clause (g), including in connection with any Mandatory Decrease, Voluntary Decrease or prepayment of any other Tranche, Class or Series of Notes under the Indenture.

(h) It is agreed that any Breakage Amounts shall occur with respect to the applicable Advance or Swingline Loan closest to maturity.

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Section 2.03 Borrowing Procedures.

(a) Whenever the Master Issuer wishes to make a Borrowing, the Master Issuer shall (or shall cause the Manager on its behalf to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (Eastern time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline LenderLenders and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (Eastern time) (x) in the case of any Advance accruing interest at the Term SOFR Rate, three (3) Business Days prior to the date of Borrowing or (y) in the case of any Advance accruing interest at the Base Rate, one (1) Business Day prior to the date of Borrowing (in each case, unless a shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline LenderLenders or the Funding Agents, as applicable), which date of Borrowing shall be a Business Day during the Commitment Term. Each such notice of Borrowing shall be irrevocable and shall in each case refer to this Agreement and specify (i) the date of such Borrowing, (ii) the aggregate amount of the requested Borrowing to be made on such date, (iii) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on such date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such notice of Borrowing that are not prepaid with other funds of the Master Issuer available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on such date (which proceeds shall be made available to the Master Issuer). Requests for any Borrowing may not be made in an aggregate principal amount of less than $100,000 or in an aggregate principal amount that is not an integral multiple of $100,000 in excess thereof (except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings). The Master Issuer agrees that Borrowings shall be made automatically (to the extent not deemed made pursuant to Sections 2.05(b)(i), 2.05(b)(ii) or 2.08), without the requirement of providing an Advance Request, but subject to the requirements set forth in Section 7.03, upon notice of any drawing under a Letter of Credit and one time per month, the timing of which shall be determined by the Administrative Agent in its discretion, if any Swingline Loans are outstanding, in each case, in an amount at least sufficient to repay in full all Unreimbursed L/C Drawings or Swingline Loans, as the case may be, outstanding on the date of the applicable automatic Borrowing. Subject to the provisos to Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) and shall promptly thereafter (but in no event later than 10:00 a.m. (Eastern time) on the date of Borrowing) notify the Administrative Agent, the Master Issuer and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make all or any portion of the Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2024-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline LenderLenders and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the date of Borrowing, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable

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Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 11:00 a.m. (Eastern time) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (Eastern time), first, to the Swingline LenderLenders, pro rata and pari passu, and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the Master Issuer, as instructed in the applicable Advance Request.

(b) (i) The failure of any Committed Note Purchaser to make the Advance to be made by it as part of any Borrowing shall not relieve any other Committed Note Purchaser (whether or not in the same Investor Group) of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Note Purchaser shall be responsible for the failure of any other Committed Note Purchaser to make the Advance to be made by such other Committed Note Purchaser on the date of any Borrowing and (ii) in the event that one or more Committed Note Purchasers fails to make its Advance by 11:00 a.m. (Eastern time) on the date of such Borrowing, the Administrative Agent shall notify each of the other Committed Note Purchasers not later than 1:00 p.m. (Eastern time) on such date, and each of the other Committed Note Purchasers shall make available to the Administrative Agent a supplemental Advance in a principal amount (such amount, the “reference amount”) equal to the lesser of (a) the aggregate principal Advance that was unfunded multiplied by a fraction, the numerator of which is the Commitment Amount of such Committed Note Purchaser and the denominator of which is the aggregate Commitment Amounts of all Committed Note Purchasers (less the aggregate Commitment Amount of the Committed Note Purchasers failing to make Advances on such date) and (b) the excess of (i) such Committed Note Purchaser’s Commitment Amount over (ii) the product of such Committed Note Purchaser’s related Investor Group Principal Amount multiplied by such Committed Note Purchaser’s Committed Note Purchaser Percentage (after giving effect to all prior Advances on such date of Borrowing) (provided that a Committed Note Purchaser may (but shall not be obligated to), on terms and conditions to be agreed upon by such Committed Note Purchaser and the Master Issuer, make available to the Administrative Agent a supplemental Advance in a principal amount in excess of the reference amount; provided, however, that no such supplemental Advance shall be permitted to be made to the extent that, after giving effect to such Advance, the Series 2024-1 Class A-1 Notes Exposure Amount would exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount). Such supplemental Advances shall be made by wire transfer in U.S. Dollars in same day funds no later than 3:00 p.m. (Eastern time) one (1) Business Day following the date of such Borrowing, and upon receipt thereof the Administrative Agent shall immediately make such proceeds available, first, to the Swingline LenderLenders, pro rata and pari passu, and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the Master Issuer, as instructed in the applicable Advance Request. If any Committed Note Purchaser which shall have so failed to fund its Advance shall subsequently pay such amount, the Administrative Agent shall apply such amount pro rata to repay any supplemental Advances made by the other Committed Note Purchasers pursuant to this Section 2.03(b).

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(c) Unless the Administrative Agent shall have received notice from a Funding Agent prior to the date of any Borrowing that an applicable Investor in the related Investor Group will not make available to the Administrative Agent such Investor’s share of the Advances to be made by such Investor Group as part of such Borrowing, the Administrative Agent may (but shall not be obligated to) assume that such Investor has made such share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Swingline LenderLenders, the L/C Provider and/or the Master Issuer, as applicable, on such date a corresponding amount, and shall, if such corresponding amount has not been made available by the Administrative Agent, make available to the Swingline LenderLenders, the L/C Provider and/or the Master Issuer, as applicable, on such date a corresponding amount once such Investor has made such portion available to the Administrative Agent. If and to the extent that any Investor shall not have so made such amount available to the Administrative Agent, such Investor and the Master Issuer jointly and severally agree to repay (without duplication) to the Administrative Agent on the next Weekly Allocation Date such corresponding amount (in the case of the Master Issuer, in accordance with the Priority of Payments), together with interest thereon, for each day from the date such amount is made available to the Master Issuer until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Master Issuer, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Investor, the Federal Funds Rate. If such Investor is required by law to deduct any withholding taxes from the amount paid to the Administrative Agent under this Section 2.03(c), the sum payable by the Investor shall be increased as necessary so that after such deduction has been made, the Administrative Agent receives an amount equal to the sum it would have received had no such deduction been made. If such Investor shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Investor’s Advance as part of such Borrowing for purposes of this Agreement.

(d) After the Master Issuer delivers an Advance Request for a Borrowing pursuant to this Section 2.03, Barclays, on behalf of the Investors in its Investor Group, may, not later than 4:00 p.m. New York City time on the date that is one (1) Business Day prior to the proposed Borrowing date, deliver a written notice (a “Delayed Funding Notice”) to the Master Issuer of their intention to fund the related Borrowing on a date (the date of such funding, the “Delayed Funding Date”) that is on or before the thirty-fifth (35th) day following the date of such request for a Borrowing (or if such day is not a Business Day, then on the next succeeding Business Day) rather than on the requested Borrowing date. By delivery of a Delayed Funding Notice, Barclays, as Funding Agent, shall be deemed to represent and warrant that (x) charges relating to the “liquidity coverage ratio” under Basel III have been incurred on the related Committed Note Purchaser’s interests or obligations hereunder and (y) it is seeking or has obtained a delayed funding option in transactions similar to the transactions contemplated hereby as of the date of such Delayed Funding Notice. If the conditions to any Borrowing described in Section 7.03 are satisfied on the requested Borrowing date, there shall be no conditions whatsoever (including, without limitation, the occurrence of a Rapid Amortization Period, notwithstanding any statement to the contrary in Section 7.03) to the obligation of the Committed Note Purchasers to fund the requested amount on the related Delayed Funding Date.

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Section 2.04 The Series 2024-1 Class A-1 Notes. On each date an Advance or Swingline Loan is made or a Letter of Credit is issued hereunder, and on each date the outstanding amount thereof is reduced (or the face amount of a Letter of Credit is reduced), a duly authorized officer, employee or agent of the related Series 2024-1 Class A-1 Noteholder shall make appropriate notations in its books and records of the amount, evidenced by the related Series 2024-1 Class A-1 Advance Note, Series 2024-1 Class A-1 Swingline Note or Series 2024-1 Class A-1 L/C Note, of such Advance, Swingline Loan or Letter of Credit, as applicable, and the amount of such reduction, as applicable. The Master Issuer hereby authorizes each duly authorized officer, employee and agent of such Series 2024-1 Class A-1 Noteholder to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded; provided, however, that in the event of a discrepancy between the books and records of such Series 2024-1 Class A-1 Noteholder and the Note Register, (x) such discrepancy shall be resolved by such Series 2024-1 Class A-1 Noteholder, the Control Party and the Trustee, in consultation with the Master Issuer (provided that such consultation with the Master Issuer will not in any way limit or delay such Series 2024-1 Class A-1 Noteholder’s, the Control Party’s and the Trustee’s ability to resolve such discrepancy), and such resolution shall control in the absence of manifest error and the Note Register shall be corrected as appropriate and (y) until any such discrepancy is resolved pursuant to clause (x), the Note Register shall control; provided, further, that the failure of any such notation to be made, or any finding that a notation is incorrect, in any such records shall not limit or otherwise affect the obligations of the Master Issuer under this Agreement or the Indenture.

Section 2.05 Reduction in Commitments.

(a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series 2024-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.02(b) of the Series 2024-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000 unless reduced to zero, (iii) after giving effect to such reduction, the Series 2024-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2024-1 Class A-1 Notes Exposure Amount or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts.

(b) If any of the following events shall occur, then the Commitment Amounts shall be automatically and permanently reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the

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applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof):

(i) (A) if the Outstanding Principal Amount of the Series 2024-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2024-1 Class A-1 Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2024-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series 2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series 2024-1 Class A-1 Outstanding Principal Amount occurring on or following such Series 2024-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2024-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis;

(ii) if a Rapid Amortization Event occurs prior to the Series 2024-1 Class A-1 Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2024-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event

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(excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2024-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.01(b) of the Base Indenture, then the Commitments, Swingline CommitmentCommitments, L/C Commitment, Series 2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;

(iii) [Reserved];

(iv) if payments in connection with Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds are allocated to and deposited in the Series 2024-1 Class A-1 Distribution Account in accordance with Section 3.06(j) of the Series 2024-1 Supplement at a time when either (i) no Senior Notes other than Series 2024-1 Class A-1 Notes are Outstanding or (ii) if a Series 2024-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2024-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2024-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2024-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline CommitmentCommitments and the L/C Commitment, then the aggregate amount of the Swingline CommitmentCommitments and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the aggregate Swingline CommitmentCommitments and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitments, on a pro rata basis based on each Swingline Lender’s Swingline Commitment, and then to the L/C Commitment) and (z) the Series 2024-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid and the Series 2024-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series

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2024-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.06(j) of the Series 2024-1 Supplement; and

(v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2024-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2024-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series 2024-1 Supplement) cause the Series 2024-1 Class A-1 Outstanding Principal Amount to be paid in full and the Series 2024-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2024-1 Class A-1 Quarterly Commitment Fees, Series 2024-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.

Section 2.06 Swingline Commitment.

(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall causeissued and caused the Trustee to authenticate the Series 2024-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to thedelivered to Rabobank, as the initial Swingline Lender, on the Closing Date. Such On the First Amendment Date, such note shall be cancelled and, on the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and cause the Trustee to authenticate the replacement Series 2024-1 Class A-1 Swingline Notes, which the Master Issuer shall deliver to each Swingline Lender, on the First Amendment Date.2 Each Series 2024-1 Class A-1 Swingline Note shall (i) be dated the ClosingFirst Amendment Date, (ii) be registered in the name of the applicable Swingline Lender or its nominee, or in such other name as thesuch Swingline Lender may request, (iii) have a maximum principal amount equal to thesuch Swingline Lender’s Swingline Commitment, (iv) have an initial outstanding principal amount equal to such Swingline Lender’s pro rata share of the Series 2024-1 Class A-1 Initial Swingline Principal Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, theeach Swingline Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a “Swingline Loan” or a “Series 2024-1 Class A-1 Swingline Loan” and, collectively, the “Swingline Loans” or the “Series

2 NTD: Process with respect to Notes to be confirmed.

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2024-1 Class A-1 Swingline Loans”) to the Master Issuer from time to time during the period commencing on the Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided, that theno Swingline Lender shall have noany obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of such Swingline Lender’s Swingline Loans outstanding would exceed thesuch Swingline Lender’s Swingline Commitment then in effect (notwithstanding that thesuch Swingline Lender’s Swingline Loans outstanding at any time, when aggregated with thesuch Swingline Lender’s other outstanding Advances hereunder, may exceed thesuch Swingline Lender’s Swingline Commitment then in effect) or (ii) the Series 2024-1 Class A-1 Notes Exposure Amount would exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline LoanLoans will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2024-1 Class A-1 Swingline NoteNotes in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2024-1 Supplement, the outstanding principal amount evidenced by the Series 2024-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.

(b) Whenever the Master Issuer desires that the Swingline LenderLenders make Swingline Loans, the Master Issuer shall (or shall cause the Manager on its behalf to) give the Swingline LenderLenders and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (Eastern time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and, (iii) each Swingline Lender’s pro rata share thereof and (iv) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Master Issuer). The notice shall be in the form of a Swingline Loan Request in the form attached hereto as Exhibit A-2 (a “Swingline Loan Request”), a copy of which shall also be provided by the Master Issuer (or the Manager on its behalf) to the Control Party and the Trustee by 2:00 p.m. (Eastern time) on the date of delivery thereof to the Swingline LenderLenders and the Administrative Agent. Each Borrowing under the Swingline CommitmentCommitments shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (Eastern time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2024-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline LenderLenders whether or not, after giving effect to the requested Swingline Loan, the Series 2024-1 Class A-1 Notes Exposure Amount would exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2024-1 Class A-1 Notes Exposure Amount would not exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline LoanLoans, then not later than 3:00 p.m. (Eastern time) on the date of the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2024-1 Supplement, the Swingline LenderLenders shall make available to the Master Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.; provided that such Swingline Loans shall be made ratably by each Swingline Lender based on the related Investor Group’s respective Commitment Percentage; provided, further, that if, as a result of any Swingline Lender (a “Non-Funding Swingline Lender”) failing to make any previous Swingline Loan that such Non-Funding Swingline Lender was required to make, outstanding Swingline

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Loans are not held ratably by each Swingline Lender based on its respective Commitment Percentage, (x) such Non-Funding Swingline Lender shall make all of such Swingline Loans until outstanding Swingline Loans are held ratably by the Swingline Lenders based on the Commitment Percentage of their related Lender Group and (y) further Swingline Loans shall be made ratably by each Swingline Lender based on the Commitment Percentage of their related Lender Group; provided, further, that the failure of a Non-Funding Swingline Lender to make Swingline Loans pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any other Swingline Lender of its obligation hereunder, if any, to make Swingline Loans in accordance with Section 2.06(a); provided, further, that, subject, in the case of clause (i) below, to Section 2.06(a), no Swingline Loan shall be required or permitted to be made by any Swingline Lender on any date to the extent that, after giving effect to such Swingline Loan, (i) the Investor Group Principal Amount for the related Investor Group would exceed such Investor Group’s Maximum Investor Group Principal Amount or (ii) the Series 2024-1 Class A-1 Outstanding Principal Amount would exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount.

(c) The Master Issuer hereby agrees that each Swingline Loan made by thea Swingline Lender to the Master Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Master Issuer to pay to thesuch Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2024-1 Class A-1 Outstanding Principal Amount.

(d) In accordance with Section 2.03(a), the Master Issuer agrees to cause requests for Borrowings to be made at least one time per month if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.

(e) [Reserved].

(f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor or if, for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.

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(g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Master Issuer may have against the Swingline Lender, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f) (i) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and theeach Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Master Issuer in writing and with the prior written consent of the Administrative Agent, theeach Swingline LenderLenders may (but shall not be obligated to) increase the amount of thesuch Swingline Lender’s Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments[; provided, further, that any such increase shall be pro rata among all Swingline Lenders].

(g) (j) The Master Issuer may, upon notice to the Swingline LenderLenders (who shall promptly notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (xw) such notice must be received by the Swingline LenderLenders not later than 11:00 a.m. (Eastern time) on the date of the prepayment, (yx) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in each case such other amount as agreed to by the Administrative Agent) or, if less, the entire principal amount thereof then outstanding and, (zy) if the source of funds for such prepayment is not a Borrowing, there shall be no unreimbursed Advances or Manager Advances (or interest thereon) at such time and (z) any such prepayment shall be pro rata among all Swingline Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Master Issuer shall make such prepayment directly to the Swingline LenderLenders and the payment amountamounts specified in such notice shall be due and payable on the date specified therein.

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Section 2.07 L/C Commitment.

(a) Subject to the terms and conditions hereof, the L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 2.09, agrees to provide standby letters of credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Master Issuer or its designee on any Business Day during the period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the L/C Provider; provided that the L/C Provider shall have no obligation or right to provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or, (ii) the L/C Obligations attributable to any Committed Note Purchaser would exceed such Committed Note Purchaser’s Commitment Amount or (iii) the Series 2024-1 Class A-1 Notes Exposure Amount would exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount. Notwithstanding anything herein to the contrary, if a requested Letter of Credit would cause the Series 2024-1 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) to exceed its Commitment Amount (an “LC Commitment Excess”), the Investor Groups shall effectuate a reallocation of the Series 2024-1 Class A-1 Outstanding Principal Amounts to the extent necessary so that, immediately after such requested Letter of Credit is issued, no LC Commitment Excess would exist; provided that the Master Issuer shall not be liable for any Breakage Amounts resulting solely from any such reallocations.

Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion.

Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable,

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pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.

The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2024-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2024-1 Class A-1 L/C Note shall (i) be dated the Closing Date, (ii) be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, (iii) have a maximum principal amount equal to the L/C Commitment, (iv) have an initial outstanding principal amount equal to the Series 2024-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (v) unless it is an Uncertificated Note, be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date shall increase the Series 2024-1 Class A-1 Notes Exposure Amount in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All Unreimbursed L/C Drawings shall be deemed to be principal outstanding under the Series 2024-1 Class A-1 L/C Note and shall be deemed to be Series 2024-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.

(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2024-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2024-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2024-1 Class A-1 Notes Exposure Amount would not exceed the Series 2024-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such

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prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).

(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2024-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2024-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.

(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.

(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2024-1 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.

(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from Moody’s and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Moody’s or “BBB” from S&P or

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such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.

(h) The L/C Provider and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, the L/C Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Provider or the L/C Issuing Bank, as applicable, from issuing the Letter of Credit or (ii) any law applicable to the L/C Provider or the L/C Issuing Bank, as applicable, or any request or directive (which request or directive, in the reasonable judgment of the L/C Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the L/C Provider or the L/C Issuing Bank, as applicable, shall prohibit the L/C Provider or the L/C Issuing Bank, as applicable, from issuing of letters of credit generally or the Letter of Credit in particular.

(i) Unless otherwise expressly agreed by the L/C Provider or the L/C Issuing Bank, as applicable, and the Master Issuer when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit issued hereunder.

(j) For the avoidance of doubt, the L/C Commitment shall be a sub-facility limit of the Commitment Amounts and aggregate outstanding Unreimbursed L/C Drawings as of any date of determination shall be a component of the Series 2024-1 Class A-1 Outstanding Principal Amount on such date of determination, pursuant to the definition thereof.

(k) If, on the date that is five (5) Business Days prior to the expiration of any Interest Reserve Letter of Credit, such Interest Reserve Letter of Credit has not been replaced or renewed and the Master Issuer has not otherwise deposited funds into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in the amounts that would otherwise be required pursuant to the Indenture had such Interest Reserve Letter of Credit not been issued, the Master Issuer shall instruct the Control Party to submit a notice of drawing under such Interest Reserve Letter of Credit and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount or the Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, on such date, in each case calculated as if such Interest Reserve Letter of Credit had not been issued.

(l) Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Master Issuer in order to have any letter of credit issued by a Person selected by the Master Issuer pursuant to Section 2.07(g) hereto or Section 5.18 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Master Issuer be an “L/C Issuing Bank.”

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Section 2.08 L/C Reimbursement Obligations.

(a) For the purpose of reimbursing the payment of any draft presented under any Letter of Credit, the Master Issuer agrees to pay the L/C Provider, for its own account or for the account of the L/C Issuing Bank, as applicable, not later than five (5) Business Days after the day on which the L/C Provider notifies the Master Issuer and the Administrative Agent (and in each case the Administrative Agent shall promptly, and in any event by 4:00 p.m. (Eastern time) on the same Business Day as its receipt of the same, notify the Funding Agents) of the date and the amount of such draft, an amount in Dollars equal to the sum of (i) the amount of such draft so paid (such amount at any time, as reduced by repayments with respect thereto as described below and amounts repaid with respect thereto pursuant to Section 4.03(b) at or prior to such time, the “L/C Reimbursement Amount”) and (ii) any taxes, fees, charges or other costs or expenses, including amounts payable pursuant to Section 3.02(c) (such amounts at any time, as reduced by repayments with respect thereto as described below and amounts repaid with respect thereto pursuant to Section 4.03(b) at or prior to such time, the “L/C Other Reimbursement Costs”) incurred by the L/C Issuing Bank in connection with such payment. Outstanding L/C Reimbursement Amounts and outstanding L/C Other Reimbursement Costs may be repaid in accordance with the Priority of Payments, with the proceeds of any Advance or otherwise. The applicable L/C Other Reimbursement Amounts shall be paid as Class A-1 Notes Other Amounts subject to and in accordance with the Priority of Payments. Unless the entire outstanding L/C Reimbursement Amount and all L/C Other Reimbursement Costs with respect thereto has been repaid as set forth above, each drawing under any Letter of Credit shall (unless an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor, in which cases the procedures specified in Section 2.09 for funding by Committed Note Purchasers shall apply) constitute a request by the Master Issuer to the Administrative Agent and each Funding Agent for a Base Rate Borrowing pursuant to Section 2.03 in the amount of the outstanding L/C Reimbursement Amount and outstanding L/C Other Reimbursement Costs at such time, and the Master Issuer shall be deemed to have made such request pursuant to the procedures set forth in Section 2.03. In the event such request for a Base Rate Borrowing is deemed to have been given, the applicable Investors in each Investor Group hereby agree to make Advances in an aggregate amount for each Investor Group equal to such Investor Group’s Commitment Percentage of the outstanding L/C Reimbursement Amount at such time and outstanding L/C Other Reimbursement Costs at such time to pay the L/C Provider. The Borrowing date with respect to such Borrowing shall be the first date on which a Base Rate Borrowing could be made pursuant to Section 2.03 if the Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the L/C Provider of such drawing under such Letter of Credit. Such Investors shall make the amount of such Advances available to the Administrative Agent in immediately available funds not later than 3:00 p.m. (Eastern time) on such Borrowing date and the proceeds of such Advances shall be immediately made available by the Administrative Agent to the L/C Provider for application to the reimbursement of such drawing.

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(b) The Master Issuer’s obligations under Section 2.08(a) shall be absolute and unconditional, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances and irrespective of (i) any setoff, counterclaim or defense to payment that the Master Issuer may have or has had against the L/C Provider, the L/C Issuing Bank, any beneficiary of a Letter of Credit or any other Person; (ii) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (iii) payment by the L/C Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; (iv) payment by the L/C Issuing Bank under a Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code or any other liquidation, conservatorship, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of any jurisdictions, (v) any amendment or waiver of, or consent to, any departure from any or all of the Related Documents, (vi) the insolvency of any Person issuing any documents in connection with any Letter of Credit or (vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(b), constitute a legal or equitable discharge of, or provide a right of setoff against, the Master Issuer’s obligations hereunder. The Master Issuer also agrees that the L/C Provider and the L/C Issuing Bank shall not be responsible for, and the Master Issuer’s Reimbursement Obligations under Section 2.08(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Master Issuer and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Master Issuer against any beneficiary of such Letter of Credit or any such transferee. Neither the L/C Provider nor the L/C Issuing Bank shall be liable for any error, omission, interruption, loss or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Master Issuer to the extent permitted by applicable law) caused by errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Provider or the L/C Issuing Bank, as the case may be. The Master Issuer agrees that any action taken or omitted by the L/C Provider or the L/C Issuing Bank, as the case may be, under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the UCC of the State of New York, shall be binding on the Master Issuer and shall not result in any liability of the L/C Provider or the L/C Issuing Bank to the Master Issuer. As between the Master Issuer and the L/C Issuing Bank, the Master Issuer hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to such beneficiary’s or transferee’s use of any Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the Master Issuer agrees with the L/C Issuing Bank that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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(c) If any draft shall be presented for payment for which the L/C Provider has actual knowledge under any Letter of Credit, the L/C Provider shall promptly notify the Manager, the Control Party, the Master Issuer and the Administrative Agent of the date and amount thereof. The responsibility of the applicable L/C Issuing Bank to the Master Issuer in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit and, in paying such draft, such L/C Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person(s) executing or delivering any such document.

Section 2.09 L/C Participations.

(a) The L/C Provider irrevocably agrees to grant and hereby grants to each Committed Note Purchaser, and, to induce the L/C Provider to provide Letters of Credit hereunder (and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the L/C Provider, on the terms and conditions set forth below, for such Committed Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s obligations and rights under and in respect of each Letter of Credit provided hereunder and the L/C Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider that, if a draft is paid under any Letter of Credit for which the L/C Provider is not paid in full by the Master Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Provider an amount equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Reimbursement Amount with respect to such draft, or any part thereof, that is not so paid. For the avoidance of doubt, Undrawn L/C Face Amounts shall not be taken into account when calculating the Commitment Percentage of any Committed Note Purchaser other than a Committed Note Purchaser that is in the same Investor Group as the L/C Provider.

(b) If any amount required to be paid by any Committed Note Purchaser to the Administrative Agent for forwarding to the L/C Provider pursuant to Section 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Committed Note Purchaser pursuant to Section 2.09(a) is not made available to

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the Administrative Agent for forwarding to the L/C Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, the L/C Provider shall be entitled to recover from such Committed Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of the L/C Provider submitted to any Committed Note Purchaser with respect to any amounts owing under this Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required by law to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made.

(c) Whenever, at any time after payment has been made under any Letter of Credit and the L/C Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with Section 2.09(a), the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Master Issuer or otherwise, including proceeds of collateral applied thereto by the L/C Provider), or any payment of interest on account thereof, the Administrative Agent or the L/C Provider, as the case may be, will distribute to such Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or the L/C Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it.

(d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Section 2.10 Additional Swingline Commitments or L/C Commitments.

(a) Notice of Increase. Provided no Event of Default or Potential Default shall have occurred and be continuing, and subject to compliance with the terms of this Section 2.10, the Master Issuer may from time to time on or after the Series 2024-1 Closing Date increase the aggregate amount of Swingline Commitments (each, a “Swingline Commitment Increase”) for a total Swingline Commitment of $30,000,000 and/or the aggregate amount of L/C Commitments (each, an “L/C Commitment Increase”) for a total L/C Commitment of $50,000,000. Such increase may be effected in one or more increments of no less than $1,000,000 and integral multiples of

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$500,000 in excess thereof. For the avoidance of doubt, no such increase shall result in an increase of the Series 2024-1 Class A-1 Notes Maximum Principal Amount.

(b) Effective Date. Subject to satisfaction of the conditions set forth in Section 2.10(c), the Swingline Commitment Increase or the L/C Commitment Increase, as applicable, shall become effective on the date set forth in the Increase Notice (the “Increase Effective Date”).

(i) no later than five (5) Business Days prior to the proposed Increase Effective Date, the Master Issuer shall have delivered to the Administrative Agent an Increase Notice accompanied by a proposed amendment to this Agreement to provide for multiple swingline lenders or letter of credit providers and the related Swingline Increase or L/C Commitment Increase, as applicable;

(ii) one or more Committed Note Purchasers, acting in their respective sole discretion, shall have agreed to become a swingline lender or letter of credit provider, as applicable;

(iii) the Master Issuer and any such Committed Note Purchaser described in clause (ii) hereof shall have executed an amendment to this Agreement effective on the Increase Effective Date to provide for additional swingline lenders or letter of credit providers, as applicable; provided, that any amendment to this Agreement other than to effect the Swingline Commitment Increase or L/C Commitment Increase shall be subject to the requirements of Section 9.01; and

(iv) in no event shall Rabobank be required to front for any additional swingline lender or letter of credit provider.

(d) No Consents Required. Notwithstanding anything herein to the contrary, no consent of any other Committed Note Purchaser (other than the Committed Note Purchaser agreeing to become an additional swingline lender or letter of credit provider, as applicable) is required for the Master Issuer to enter into any amendment to this Agreement pursuant to this Section 2.10.

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ARTICLE III

INTEREST AND FEES

Section 3.01 Interest.

(a) To the extent that an Advance is funded or maintained by a Conduit Investor through the issuance of Commercial Paper, such Advance shall bear interest at the CP Rate applicable to such Conduit Investor. To the extent that, and only for so long as, an Advance is funded or maintained by a Conduit Investor through means other than the issuance of Commercial Paper (based on its determination in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper in the commercial paper market of the United States to finance its purchase or maintenance of such Advance or any portion thereof (which determination may be based on any allocation method employed in good faith by such Conduit Investor), including by reason of market conditions or by reason of insufficient availability under any of its Program Support Agreement or the downgrading of any of its Program Support Providers), such Advance shall bear interest at (i) the Base Rate or (ii) if the required notice has been given pursuant to Section 3.01(b) with respect to such Advance, for any SOFR Interest Accrual Period, the Term SOFR Rate applicable to such SOFR Interest Accrual Period for such Advance, in each case except as otherwise provided in the definition of SOFR Interest Accrual Period or in Sections 3.03 or 3.04. Each Advance funded or maintained by a Committed Note Purchaser or a Program Support Provider shall bear interest at (i) the Base Rate or (ii) if the required notice has been given pursuant to Section 3.01(b) with respect to such Advance, for any SOFR Interest Accrual Period, the Term SOFR Rate applicable to such SOFR Interest Accrual Period for such Advance, in each case except as otherwise provided in the definition of SOFR Interest Accrual Period or in Sections 3.03 or 3.04. By (x) 11:00 a.m. (Eastern time) on the second Business Day preceding each Quarterly Calculation Date, each Funding Agent shall notify the Administrative Agent of the applicable CP Rate for each Advance made by its Investor Group that was funded or maintained through the issuance of Commercial Paper and was outstanding during all or any portion of the Interest Accrual Period ending immediately prior to such Quarterly Calculation Date and (y) 3:00 p.m. (Eastern time) on the second Business Day preceding each Quarterly Calculation Date, the Administrative Agent shall notify the Master Issuer, the Manager, the Trustee, the Servicer and the Funding Agents of such applicable CP Rate and of the applicable interest rate for each other Advance for such Interest Accrual Period and of the amount of interest accrued on Advances during such Interest Accrual Period.

(b) With respect to any Advance (other than one funded or maintained by a Conduit Investor through the issuance of Commercial Paper), so long as no Potential Rapid Amortization Event, Rapid Amortization Period or Event of Default has commenced and is continuing, the Master Issuer may elect that such Advance bear interest at the Term SOFR Rate for any SOFR Interest Accrual Period (which shall be a period with a term of, at the election of the Master Issuer subject to the proviso in the definition of SOFR Interest Accrual Period, one month, two months, three months or six months) while such Advance is outstanding to the extent provided in Section 3.01(a) by giving notice thereof (including notice of the Master Issuer’s election of the term for the applicable SOFR Interest Accrual Period) to the Funding Agents prior to (x) in the case of an Advance that will bear interest at the Term SOFR Rate, 2:00 p.m. (Eastern time) on the date which is three (3) U.S. Government Securities Business Days prior to the commencement of such SOFR Interest Accrual Period and (y) in the case of an Advance that will

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bear interest at the Base Rate, 11:00 a.m. (Eastern time) on the date on which such Advance is to be funded. If such notice is not given in a timely manner, such Advance shall bear interest at the Base Rate. Each such conversion to or continuation of SOFR Advances for a new SOFR Interest Accrual Period in accordance with this Section 3.01(b) shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof.

(c) Any outstanding Swingline Loans and Unreimbursed L/C Drawings shall bear interest at the Base Rate. By (x) 11:00 a.m. (Eastern time) on the second Business Day preceding each Quarterly Calculation Date, theeach Swingline Lender shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Swingline Loans during the Interest Accrual Period ending on such date and the L/C Provider shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Unreimbursed L/C Drawings during such Interest Accrual Period and the amount of fees accrued on any Undrawn L/C Face Amounts during such Interest Accrual Period and (y) 3:00 p.m. (Eastern time) on such date, the Administrative Agent shall notify the Servicer, the Trustee, the Master Issuer and the Manager of the amount of such accrued interest and fees as set forth in such notices.

(d) All accrued interest pursuant to Sections 3.01(a) or (c) shall be due and payable in arrears on each Quarterly Payment Date in accordance with the applicable provisions of the Indenture.

(e) In addition, under the circumstances set forth in Section 3.04 of the Series 2024-1 Supplement, the Master Issuer shall pay quarterly interest in respect of the Series 2024-1 Class A-1 Outstanding Principal Amount in an amount equal to the Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest payable pursuant to such Section 3.04, subject to and in accordance with the Priority of Payments.

(f) All computations of interest at the CP Rate and the Term SOFR Rate, all computations of Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest (other than any accruing on any Base Rate Advances) and all computations of fees shall be made on the basis of a year of 360 days and the actual number of days elapsed. All computations of interest at the Base Rate and all computations of Series 2024-1 Class A-1 Post-Renewal Date Contingent Interest accruing on any Base Rate Advances shall be made on the basis of a 360- (or 360-, as applicable) day year and actual number of days elapsed. Whenever any payment of interest, principal or fees hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, unless specified otherwise in the Indenture, and such extension of time shall be included in the computation of the amount of interest owed. Interest shall accrue on each Advance, Swingline Loan and Unreimbursed L/C Drawing from and including the day on which it is made to but excluding the date of repayment thereof.

(g) For purposes of the Series 2024-1 Class A-1 Notes, “SOFR Interest Accrual Period” means a period commencing on and including the day that is two (2) Business Days prior to a Quarterly Calculation Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Quarterly Calculation Date.

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Section 3.02 Fees.

(a) The Master Issuer shall pay to the Administrative Agent for its own account the Administrative Agent Fees (as defined in the Series 2024-1 Class A-1 VFN Fee Letter, collectively, the “Administrative Agent Fees”) in accordance with the terms of the Series 2024-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.

(b) On each Quarterly Payment Date on or prior to the Commitment Termination Date, the Master Issuer shall, in accordance with Section 4.01, pay to each Funding Agent, for the account of the related Committed Note Purchaser(s), the Undrawn Commitment Fees (as defined in the Series 2024-1 Class A-1 VFN Fee Letter, the “Undrawn Commitment Fees”) in accordance with the terms of the Series 2024-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.

(c) The Master Issuer shall pay (i) the fees required pursuant to Section 2.07 in respect of Letters of Credit and (ii) any other fees set forth in the Series 2024-1 Class A-1 VFN Fee Letter (including the Upfront Commitment Fee and any Extension Fees (each, as defined in the Series 2024-1 Class A-1 VFN Fee Letter)), subject to the Priority of Payments.

(d) All fees payable pursuant to this Section 3.02 shall be calculated in accordance with Section 3.01(f) and paid on the date due in accordance with the applicable provisions of the Indenture. Once paid, all fees shall be nonrefundable under all circumstances other than manifest error.

Section 3.03 SOFR Lending Unlawful. If any Investor or Program Support Provider shall determine that any Change in Law makes it unlawful, or any Official Body asserts that it is unlawful, for any such Person to fund or maintain any Advance as a SOFR Advance, the obligation of such Person to fund or maintain any such Advance as a SOFR Advance shall, upon such determination, forthwith be suspended until such Person shall notify the Administrative Agent, the related Funding Agent, the Manager and the Master Issuer that the circumstances causing such suspension no longer exist, and all then-outstanding SOFR Advances of such Person shall be automatically converted into Base Rate Advances at the end of the then-current SOFR Interest Accrual Period with respect thereto or sooner, if required by such law or assertion.

Section 3.04 Benchmark Replacement. If the Administrative Agent shall have determined that:

(a) Notwithstanding anything to the contrary herein or in any other Related Document, upon the occurrence of a Benchmark Transition Event, (i) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Related Document without any amendment to, or further action or consent of any other party to, this Agreement or any other Related Document and (ii) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Related Document at or after 5:00 p.m. (Eastern time) on the fifth (5th) Business Day after the

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Administrative Agent has posted such proposed amendment to the affected Investors and the Master Issuer so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from groups of Investors comprising the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met).

(b) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Related Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Related Document.

(c) The Administrative Agent will promptly notify the Master Issuer and the Investors of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Master Issuer of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.04(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Investor (or group of Investors) pursuant to this Section 3.04, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Related Document, except, in each case, as expressly required pursuant to this Section 3.04.

(d) Notwithstanding anything to the contrary herein or in any other Related Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such unadjusted Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “SOFR Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “SOFR Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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(e) Upon the Master Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Master Issuer may revoke any pending request for a borrowing of, conversion to or continuation of any SOFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Master Issuer will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Section 3.05 Increased Costs, etc. The Master Issuer agrees to reimburse each Investor and any Program Support Provider (each, an “Affected Person”, which term, for purposes of Sections 3.07, 3.08 and 3.09, shall also include the Swingline LenderLenders and the L/C Issuing Bank) for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to fund or maintain) any Advances that arise in connection with any Change in Law, except for any Change in Law with respect to increased capital costs and Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or not amounts are payable thereunder in respect thereof). For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof. Each such demand shall be provided to the related Funding Agent and the Master Issuer in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Affected Person for such increased cost or reduced amount of return. Such additional amounts (“Increased Costs”) shall be deposited into the Collection Account by the Master Issuer within seven (7) Business Days of receipt of such notice to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and by such Funding Agent directly to such Affected Person, and such notice shall, in the absence of manifest error, be conclusive and binding on the Master Issuer; provided that with respect to any notice given to the Master Issuer under this Section 3.05, the Master Issuer shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions in the rate of return (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 3.06 Funding Losses. In the event any Affected Person shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any portion of the principal amount of any Advance as a SOFR Advance) as a result of:

(a) any conversion, repayment, prepayment or redemption (for any reason, including, without limitation, as a result of any Mandatory Decrease or Voluntary Decrease, or the acceleration of the maturity of such SOFR Advance) of the principal amount of any SOFR Advance on a date other than the scheduled last day of the SOFR Interest Accrual Period applicable thereto;

(b) any Advance not being funded or maintained as a SOFR Advance after a request therefor has been made in accordance with the terms contained herein (for a reason other than the failure of such Affected Person to make an Advance after all conditions thereto have been met); or

(c) any failure of the Master Issuer to make a Mandatory Decrease or a Voluntary Decrease, prepayment or redemption with respect to any SOFR Advance after giving notice thereof pursuant to the applicable provisions of the Series 2024-1 Supplement;

then, upon the written notice of any Affected Person to the related Funding Agent and the Master Issuer, the Master Issuer shall deposit into the Collection Account (within seven (7) Business Days of receipt of such notice) to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and such Funding Agent shall pay directly to such Affected Person such amount (“Breakage Amount” or “Series 2024-1 Class A-1 Breakage Amount”) as will (in the reasonable determination of such Affected Person) reimburse such Affected Person for such loss or expense; provided that with respect to any notice given to the Master Issuer under this Section 3.06, the Master Issuer shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Master Issuer.

Section 3.07 Increased Capital or Liquidity Costs. If any Change in Law affects or would affect the amount of capital or liquidity required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person and such Affected Person determines in its sole and absolute discretion that the rate of return on its or such controlling Person’s capital as a consequence of its commitment hereunder or under a Program Support Agreement or the Advances, Swingline Loans or Letters of Credit made or issued by such Affected Person is reduced to a level below that which such Affected Person or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in any such case after notice from time to time by such Affected Person (or in the case of an L/C Issuing Bank, by the L/C Provider) to the related Funding Agent and the Master Issuer (or, in the case of theany Swingline Lender or the L/C Provider, to the Master Issuer), the Master Issuer shall deposit into the Collection Account within seven (7) Business Days of the Master Issuer’s receipt of such

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notice, to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent (or, in the case of theany Swingline Lender or the L/C Provider, directly to such Person) and such Funding Agent shall pay to such Affected Person, such amounts (“Increased Capital Costs”) as will be sufficient to compensate such Affected Person or such controlling Person for such reduction in rate of return; provided that with respect to any notice given to the Master Issuer under this Section 3.07, the Master Issuer shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the Change in Law (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). A statement of such Affected Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Master Issuer. In determining such additional amount, such Affected Person may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions. For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof.

Section 3.08 Taxes.

(a) Except as otherwise required by law, all payments by the Master Issuer of principal of, and interest on, the Advances, the Swingline Loans and the L/C Obligations and all other amounts payable hereunder (including fees) shall be made free and clear of and without deduction or withholding for or on account of any present or future income, excise, documentary, property, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges in the nature of a tax imposed by any taxing authority including all interest, penalties or additions to tax and other liabilities with respect thereto (all such taxes, fees, duties, withholdings and other charges, and including all interest, penalties or additions to tax and other liabilities with respect thereto, being called “Taxes”), but excluding in the case of any Affected Person (i) net income, franchise (imposed in lieu of net income) or similar Taxes (and including branch profits or alternative minimum Taxes) and any other Taxes imposed or levied on the Affected Person as a result of a connection between the Affected Person and the jurisdiction of the Governmental Authority imposing such Taxes (or any political subdivision or taxing authority thereof or therein) (other than any such connection arising solely from such Affected Person having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Related Document), (ii) with respect to any Affected Person organized under the laws of a jurisdiction other than the United States or any state of the United States (“Foreign Affected Person”), any withholding Tax that is imposed on amounts payable to the Foreign Affected Person at the time the Foreign Affected Person becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Affected Person (or its assignor, if any) was already entitled, at the time of the designation of the new lending office (or assignment), to receive additional amounts from the Master Issuer with respect to withholding Tax, (iii) with respect to

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any Affected Person, any Taxes imposed under FATCA, (iv) any backup withholding Tax and (v) with respect to any Affected Person, any Taxes imposed as a result of such Affected Person’s failure to comply with Section 3.08(d) (such Taxes not excluded by (i), (ii), (iii) and (iv) above being called “Non-Excluded Taxes”). If any Taxes are imposed and required by law to be withheld or deducted from any amount payable by the Master Issuer hereunder to an Affected Person, then, if such Taxes are Non-Excluded Taxes, (x) the amount of the payment shall be increased so that such payment is made, after withholding or deduction for or on account of such Non-Excluded Taxes, in an amount that is not less than the amount equal to the sum that would have been received by the Affected Person had no such deduction or withholding been required and (y) the Master Issuer shall withhold the amount of such Taxes from such payment (as increased, if applicable, pursuant to the preceding clause (x)) and shall pay such amount, subject to and in accordance with the Priority of Payments, to the taxing authority imposing such Taxes in accordance with applicable law.

(b) Moreover, if any Non-Excluded Taxes are directly asserted against any Affected Person with respect to any payment received by such Affected Person from the Master Issuer or otherwise in respect of any Related Document or the transactions contemplated therein, such Affected Person may pay such Non-Excluded Taxes and the Master Issuer will, within fifteen (15) Business Days of the related Funding Agent’s and Master Issuer’s receipt of written notice stating the amount of such Non-Excluded Taxes (including the calculation thereof in reasonable detail), deposit into the Collection Account, to be distributed as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and by such Funding Agent directly to such Affected Persons, such additional amounts (collectively, “Increased Tax Costs,” which term shall include all amounts payable by or on behalf of the Master Issuer pursuant to this Section 3.08) as is necessary in order that the net amount received by such Affected Person after the payment of such Non-Excluded Taxes (including any Non-Excluded Taxes on such Increased Tax Costs) shall equal the amount such Person would have retained had no such Non-Excluded Taxes been asserted. Any amount payable to an Affected Person under this Section 3.08 shall be reduced by, and Increased Tax Costs shall not include, the amount of incremental damages (including Taxes) due or payable by the Master Issuer as a direct result of such Affected Person’s failure to demand from the Master Issuer additional amounts pursuant to this Section 3.08 within 180 days from the date on which the related Non-Excluded Taxes were incurred.

(c) As promptly as practicable after the payment of any Taxes, and in any event within thirty (30) days of any such payment being due, the Master Issuer shall furnish to each applicable Affected Person or its agents a certified copy of an official receipt (or other documentary evidence satisfactory to such Affected Person and agents) evidencing the payment of such Taxes.

(d) Each Affected Person, on or prior to the date it becomes a party to this Agreement (and from time to time thereafter as soon as practicable after the obsolescence or invalidity of any form or document previously delivered or within a reasonable period of time following a written request by the Master Issuer), shall deliver to the Master Issuer and the Administrative Agent a U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8IMY or Form W-9, as applicable, or applicable successor form, or such other forms or documents (or successor forms or documents), appropriately completed and executed, as

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may be applicable, as will permit the Master Issuer or the Administrative Agent to establish the extent to which a payment to such Affected Person is exempt from, or eligible for a reduced rate of, United States federal withholding Taxes (including withholding pursuant to FATCA) and to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements. Promptly following the receipt of a written request by the Master Issuer or the Administrative Agent, each Affected Person shall deliver to the Master Issuer and the Administrative Agent any other forms or documents (or successor forms or documents), appropriately completed and executed, as may be applicable to establish the extent to which a payment to such Affected Person is exempt from withholding or deduction of Non-Excluded Taxes other than United States federal withholding Taxes, including but not limited to, such information necessary to claim the benefits of the exemption for portfolio interest under section 881(c) of the Code. The Master Issuer and the Administrative Agent (or other withholding agent selected by the Master Issuer) may rely on any form or document provided pursuant to this Section 3.08(d) until notified otherwise by the Affected Person that delivered such form or document. Notwithstanding anything to the contrary, no Affected Person shall be required to deliver any documentation that it is not legally eligible to deliver as a result of a change in applicable law after the time the Affected Person becomes a party to this Agreement (or designates a new lending office).

(e) The Administrative Agent, Trustee, Paying Agent or any other withholding agent may deduct and withhold any Taxes required by any laws to be deducted and withheld from any payments pursuant to this Agreement.

(f) If any Governmental Authority asserts that the Master Issuer or the Administrative Agent or other withholding agent did not properly withhold or backup withhold, as the case may be, any Taxes from payments made to or for the account of any Affected Person, then to the extent such improper withholding or backup withholding was directly caused by such Affected Person’s actions or inactions, such Affected Person shall indemnify the Master Issuer, Trustee, Paying Agent and the Administrative Agent for any Taxes imposed by any jurisdiction on the amounts payable to the Master Issuer and the Administrative Agent under this Section 3.08, and costs and expenses (including attorney costs) of the Master Issuer, Trustee, Paying Agent and the Administrative Agent. The obligation of the Affected Persons, severally, under this Section 3.08 shall survive any assignment of rights by, or the replacement of, an Affected Person or the termination of the aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

(g) Prior to the Closing Date, the Administrative Agent shall provide the Master Issuer with a properly executed and completed U.S. Internal Revenue Service Form W-8IMY or W-9, as appropriate.

(h) If an Affected Person determines, in its sole reasonable discretion, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified pursuant to this Section 3.08 or as to which it has been paid additional amounts pursuant to this Section 3.08, it shall promptly notify the Master Issuer and the Manager in writing of such refund and shall, within 30 days after receipt of a written request from the Master Issuer, pay over such refund to the Master Issuer (but only to the extent of indemnity payments made or additional amounts paid to such Affected Person under this Section 3.08 with respect to the Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket expenses (including the net amount of Taxes, if any, imposed

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on or with respect to such refund or payment) of the Affected Person and without interest (other than any interest paid by the relevant taxing authority that is directly attributable to such refund of such Non-Excluded Taxes); provided that the Master Issuer, immediately upon the request of the Affected Person to the Master Issuer (which request shall include a calculation in reasonable detail of the amount to be repaid) agrees to repay the amount of the refund (and any applicable interest) (plus any penalties, interest or other charges imposed by the relevant taxing authority with respect to such amount) to the Affected Person in the event the Affected Person or any other Person is required to repay such refund to such taxing authority. This Section 3.08 shall not be construed to require the Affected Person to make available its Tax returns (or any other information relating to its Taxes that it reasonably deems confidential) to the Master Issuer or any other Person.

Section 3.09 Change of Lending Office. Each Committed Note Purchaser agrees that, upon the occurrence of any event giving rise to the operation of Sections 3.05 or 3.07 or the payment of additional amounts under Sections 3.08(a) or (b), in each case with respect to an Affected Person in such Committed Note Purchaser’s Investor Group, it will, if requested by the Master Issuer, use reasonable efforts (subject to overall policy considerations of such Committed Note Purchaser) to designate, or cause the designation of, another lending office for any Advances affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Committed Note Purchaser, cause such Committed Note Purchaser and its lending office(s) or the related Affected Person to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 3.09 shall affect or postpone any of the obligations of the Master Issuer or the rights of any Committed Note Purchaser pursuant to Sections 3.05, 2.07 and 3.10. If a Committed Note Purchaser notifies the Master Issuer in writing that such Committed Note Purchaser will be unable to designate, or cause the designation of, another lending office, the Master Issuer may replace every member (but not any subset thereof) of such Committed Note Purchaser’s entire Investor Group by giving written notice to each member of such Investor Group and the Administrative Agent designating one or more Persons that are willing and able to purchase each member of such Investor Group’s rights and obligations under this Agreement for a purchase price that, with respect to each such member of such Investor Group, shall equal the amount owed to each such member of such Investor Group with respect to the Series 2024-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2024-1 Class A-1 Advance Notes or otherwise). Upon receipt of such written notice, each member of such Investor Group shall assign its rights and obligations under this Agreement pursuant to and in accordance with Sections 9.17(a), (b) and (c), as applicable, in consideration for such purchase price and at the reasonable expense of the Master Issuer (including, without limitation, the reasonable documented fees and out-of-pocket expenses of counsel to each such member); provided, however, that no member of such Investor Group shall be obligated to assign any of its rights and obligations under this Agreement if the purchase price to be paid to such member is not at least equal to the amount owed to such member with respect to the Series 2024-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2024-1 Class A-1 Advance Notes or otherwise).

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Section 3.10 Reaffirmation. The Master Issuer and each Guarantor (including those that that become party hereto after the date hereof), in its respective capacity as the Master Issuer, a Guarantor, debtor, obligor, grantor, pledgor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Related Document, hereby acknowledges and agrees to be bound by the provisions of Section 3.07 (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Related Document shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Related Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, each of the Master Issuer and each Guarantor hereby fully waives any requirements to notify the Master Issuer or such Guarantor, as applicable, of any Conforming Changes (except as expressly provided in Section 3.10). From time to time, the Master Issuer and each Guarantor shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 3.07, or of renewing, continuing, reaffirming or ratifying the rights of Administrative Agent, and the other Secured Parties with respect to the Master Issuer’s or Guarantor’s obligations or the Collateral.

ARTICLE IV

OTHER PAYMENT TERMS

Section 4.01 Time and Method of Payment (Amounts Distributed by the Administrative Agent). Except as otherwise provided in Section 4.02, all amounts payable to any Funding Agent or Investor hereunder or with respect to the Series 2024-1 Class A-1 Advance Notes shall be made to the Administrative Agent for the benefit of the applicable Person, by wire transfer of immediately available funds in Dollars not later than 3:00 p.m. (Eastern time) on the date due. The Administrative Agent will promptly, and in any event by 5:00 p.m. (Eastern time) on the same Business Day as its receipt or deemed receipt of the same, distribute to the applicable Funding Agent for the benefit of the applicable Person, or upon the order of the applicable Funding Agent for the benefit of the applicable Person, its pro rata share (or other applicable share as provided herein) of such payment by wire transfer in like funds as received.

Except as otherwise provided in Section 2.07 and Section 4.02, all amounts payable to theany Swingline Lender or the L/C Provider hereunder or with respect to the Swingline Loans and L/C Obligations shall be made to or upon the order of thesuch Swingline Lender or the L/C Provider, respectively, by wire transfer of immediately available funds in Dollars not later than 3:00 p.m. (Eastern time) on the date due. Any funds received after that time on such date will be deemed to have been received on the next Business Day.

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The Master Issuer’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Master Issuer to the Administrative Agent as provided herein or by the Trustee or Paying Agent in accordance with Section 4.02, whether or not such funds are properly applied by the Administrative Agent or by the Trustee or Paying Agent. The Administrative Agent’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Administrative Agent to the applicable Funding Agent as provided herein whether or not such funds are properly applied by such Funding Agent.

Section 4.02 Order of Distributions (Amounts Distributed by the Trustee or the Paying Agent). (a) Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2024-1 Class A-1 Distribution Account (including amounts in respect of accrued interest, letter of credit fees or undrawn commitment fees but excluding amounts allocated for the purpose of reducing the Series 2024-1 Class A-1 Outstanding Principal Amount) shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, ratably to the Series 2024-1 Class A-1 Noteholders of record on the applicable Record Date in respect of the amounts due to such payees at each applicable level of the Priority of Payments, in accordance with the applicable Quarterly Noteholders’ Report or the written report provided to the Trustee pursuant to Section 2.02(b) of the Series 2024-1 Supplement, as applicable.

(b) Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2024-1 Class A-1 Distribution Account for the purpose of reducing the Series 2024-1 Class A-1 Outstanding Principal Amount shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, to the Series 2024-1 Class A-1 Noteholders of record on the applicable Record Date, in the following order of priority (which the Master Issuer shall cause to be set forth in the applicable Quarterly Noteholders’ Report or the written report provided to the Trustee pursuant to Section 2.02(b) of the Series 2024-1 Supplement, as applicable): first, to the Swingline LenderLenders, pro rata and pari passu, and the L/C Provider in respect of outstanding Swingline Loans and Unreimbursed L/C Drawings, to the extent Unreimbursed Drawings cannot be reimbursed pursuant to Section 2.08, ratably in proportion to the respective amounts due to such payees; second, to the other Series 2024-1 Class A-1 Noteholders in respect of their outstanding Advances, ratably in proportion thereto; and, third, any balance remaining of such amounts (up to an aggregate amount not to exceed the amount of Undrawn L/C Face Amounts at such time) shall be paid to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b).

(c) Any amounts distributed to the Administrative Agent pursuant to the Priority of Payments in respect of any other amounts related to the Class A-1 Notes shall be distributed by the Administrative Agent in accordance with Section 4.01 on the date such amounts are due and payable hereunder to the applicable Series 2024-1 Class A-1 Noteholders and/or the Administrative Agent for its own account, as applicable, ratably in proportion to the respective aggregate of such amounts due to such payees.

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Section 4.03 L/C Cash Collateral. (a) If (i) as of five (5) Business Days prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Sections 4.02(b) or 9.18(c)(ii)) to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b) or (ii) make other arrangements with respect thereto as may be satisfactory to the L/C Provider in its sole and absolute discretion.

(b) All amounts to be deposited in a cash collateral account pursuant to Section 4.02(b), Section 4.03(a) or Section 9.18(c)(ii) shall be held by the L/C Provider as collateral to secure the Master Issuer’s Reimbursement Obligations with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Investments, which investments shall be made at the written direction, and at the risk and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Master Issuer. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it for any Unreimbursed L/C Drawings. Upon expiration of all then-outstanding Letters of Credit and payment in full of all Unreimbursed L/C Drawings, any balance remaining in such account shall be paid over (i) if the Base Indenture and any Series Supplement remain in effect, to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor.

Section 4.04 Alternative Arrangements with Respect to Letters of Credit. Notwithstanding any other provision of this Agreement or any Related Document, a Letter of Credit (other than an Interest Reserve Letter of Credit) shall cease to be deemed outstanding for all purposes of this Agreement and each other Related Document if and to the extent that provisions, in form and substance satisfactory to the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) in its sole and absolute discretion, have been made with respect to such Letter of Credit such that the L/C Provider (and, if applicable, the L/C Issuing Bank) has agreed in writing, with a copy of such agreement delivered to the Administrative Agent, the Control Party, the Trustee and the Master Issuer, that such Letter of Credit shall be deemed to be no longer outstanding hereunder, in which event such Letter of Credit shall cease to be a “Letter of Credit” as such term is used herein and in the Related Documents.

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ARTICLE V

THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS

Section 5.01 Authorization and Action of the Administrative Agent. Each of the Lender Parties and the Funding Agents hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch, as the Administrative Agent hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender Party or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Lender Parties and the Funding Agents and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of trust or agency with or for the Master Issuer or any of its successors or assigns. The provisions of this Article (other than the rights of the Master Issuer set forth in Section 5.07) are solely for the benefit of the Administrative Agent, the Lender Parties and the Funding Agents, and the Master Issuer shall not have any rights as a third-party beneficiary of any such provisions. The Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, exposes the Administrative Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Series 2024-1 Class A-1 Notes and all other amounts owed by the Master Issuer hereunder to the Administrative Agent, all members of the Investor Groups, the Swingline LenderLenders and the L/C Provider (the “Aggregate Unpaids”) and termination in full of all Commitments and the Swingline Commitment and the L/C Commitment.

Section 5.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to their respective activities as Administrative Agent. The Administrative Agent shall not be responsible for the actions of any agents or attorneys-in-fact selected by it in good faith.

Section 5.03 Exculpatory Provisions. None of the Administrative Agent or any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment), or (b) responsible in any manner to any Lender Party or any Funding Agent for any recitals, statements, representations or warranties made by the Master Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Master Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VII. The Administrative Agent shall not be under

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any obligation to any Investor or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Master Issuer. The Administrative Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default unless the Administrative Agent has received notice in writing of such event from the Master Issuer, any Lender Party or any Funding Agent.

Section 5.04 Reliance. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Master Issuer), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of any Lender Party or any Funding Agent as it deems appropriate or it shall first be indemnified to its satisfaction by any Lender Party or any Funding Agent; provided that unless and until the Administrative Agent shall have received such advice, the Administrative Agent may take or refrain from taking any action, as the Administrative Agent shall deem advisable and in the best interests of the Lender Parties and the Funding Agents. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Investor Groups and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lender Parties and the Funding Agents.

Section 5.05 Non-Reliance on the Administrative Agent and Other Purchasers. Each of the Lender Parties and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of the Master Issuer, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each of the Lender Parties and the Funding Agents represents and warrants to the Administrative Agent that it has and will, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Master Issuer and made its own decision to enter into this Agreement.

Section 5.06 The Administrative Agent in its Individual Capacity. The Administrative Agent and any of its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Master Issuer or any Affiliate of the Master Issuer as though the Administrative Agent were not the Administrative Agent hereunder.

Section 5.07 Successor Administrative Agent; Defaulting Administrative Agent.

(a) The Administrative Agent may, upon 30 days' notice to the Master Issuer and each of the Lender Parties and the Funding Agents, and the Administrative Agent shall, upon the direction of Investor Groups holding 100% of the Commitments (excluding any Commitments held by Defaulting Investors), resign as Administrative Agent. If the Administrative Agent shall resign, then the Required Investor Groups (excluding any Commitments held by the resigning

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Administrative Agent or its Affiliates, and if all Commitments are held by the resigning Administrative Agent or its Affiliates, then the Master Issuer), during such 30-day period, shall appoint a successor administrative agent, subject to the consent of (i) the Master Issuer, at all times other than while an Event of Default has occurred and is continuing (which consent of the Master Issuer shall not be unreasonably withheld or delayed) and (ii) the Control Party (which consent of the Control Party shall not be unreasonably withheld or delayed); provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 5.07(a). If for any reason no successor Administrative Agent is appointed by the Investor Groups during such 30-day period, then, effective upon the expiration of such 30-day period, the Master Issuer shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2024-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline LenderLenders or the L/C Provider, as applicable, and the Master Issuer for all purposes shall deal directly with the Funding Agents or the Swingline LenderLenders or the L/C Provider, as applicable, until such time, if any, as a successor administrative agent is appointed as provided above, and the Master Issuer shall instruct the Trustee in writing accordingly. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

(b) The Master Issuer may, upon the occurrence of any of the following events (any such event, a “Defaulting Administrative Agent Event”) and with the consent of the Required Investor Groups, remove the Administrative Agent and, upon such removal, the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 5.07(b)) shall appoint a successor administrative agent, subject to the consent of (x) the Master Issuer, at all times other than while an Event of Default has occurred and is continuing (which consent of the Master Issuer shall not be unreasonably withheld or delayed) and (y) the Control Party (which consent of the Control Party shall not be unreasonably withheld or delayed): (i) an Event of Bankruptcy with respect to the Administrative Agent; (ii) if the Person acting as Administrative Agent or an Affiliate thereof is also an Investor, any other event pursuant to which such Person becomes a Defaulting Investor; (iii) the failure by the Administrative Agent to pay or remit any funds required to be remitted when due (in each case, if amounts are available for payment or remittance in accordance with the terms of this Agreement for application to the payment or remittance thereof) which continues for two (2) Business Days after such funds were required to be paid or remitted; (iv) any representation, warranty, certification or statement made by the Administrative Agent under this Agreement or in any agreement, certificate, report or other document furnished by the Administrative Agent proves to have been false or misleading in any material respect as of the time made or deemed made, and if such representation, warranty, certification or statement is susceptible of remedy in all material respects, is not remedied within thirty (30) calendar days after knowledge thereof or notice by the Master Issuer to the Administrative Agent, and if not susceptible of remedy in all material respects, upon notice by the Master Issuer to the Administrative Agent or (v) any act constituting the gross negligence or willful misconduct of the Administrative Agent. If for any reason no successor Administrative Agent is appointed by the Investor Groups within 30 days of the Administrative Agent’s removal pursuant to the immediately preceding sentence, then, effective upon the expiration of such 30-day period, the Master Issuer shall make all payments in respect of the Aggregate Unpaids or under any fee

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letter delivered in connection herewith (including, without limitation, the Series 2024-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline LenderLenders or the L/C Provider, as applicable, and the Master Issuer for all purposes shall deal directly with the Funding Agents or the Swingline LenderLenders or the L/C Provider, as applicable, until such time, if any, as a successor administrative agent is appointed as provided above, and the Master Issuer shall instruct the Trustee in writing accordingly. After any Administrative Agent’s removal hereunder as Administrative Agent, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

(c) If a Defaulting Administrative Agent Event has occurred and is continuing, the Master Issuer may make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2024-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline LenderLenders or the L/C Provider, as applicable, and the Master Issuer for all purposes may deal directly with the Funding Agents or the Swingline LenderLenders or the L/C Provider, as applicable.

Section 5.08 Authorization and Action of Funding Agents. Each Investor is hereby deemed to have designated and appointed its related Funding Agent set forth next to such Investor’s name on Schedule I (or identified as such Investor’s Funding Agent pursuant to any applicable Assignment and Assumption Agreement or Investor Group Supplement) as the agent of such Person hereunder, and hereby authorizes such Funding Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Funding Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Funding Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the related Investor Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Funding Agent shall be read into this Agreement or otherwise exist for such Funding Agent. In performing its functions and duties hereunder, each Funding Agent shall act solely as agent for the related Investor Group and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of trust or agency with or for the Master Issuer, any of its successors or assigns or any other Person. Each Funding Agent shall not be required to take any action that exposes such Funding Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Funding Agents hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids of the Investor Groups and the termination in full of all the Commitments.

Section 5.09 Delegation of Duties. Each Funding Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it in good faith.

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Section 5.10 Exculpatory Provisions. Each Funding Agent and its Affiliates, and each of their directors, officers, agents or employees shall not be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to the related Investor Group for any recitals, statements, representations or warranties made by the Master Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Master Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VII. Each Funding Agent shall not be under any obligation to the related Investor Group to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Master Issuer. Each Funding Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default unless such Funding Agent has received notice of such event from the Master Issuer or any member of the related Investor Group.

Section 5.11 Reliance. Each Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of the Administrative Agent and legal counsel (including, without limitation, counsel to the Master Issuer), independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the related Investor Group as it deems appropriate or it shall first be indemnified to its satisfaction by the related Investor Group; provided that unless and until such Funding Agent shall have received such advice, such Funding Agent may take or refrain from taking any action, as such Funding Agent shall deem advisable and in the best interests of the related Investor Group. Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Investor Group and such request and any action taken or failure to act pursuant thereto shall be binding upon the related Investor Group.

Section 5.12 Non-Reliance on the Funding Agent and Other Purchasers. The related Investor Group expressly acknowledges that its Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representations or warranties to it and that no act by such Funding Agent hereafter taken, including, without limitation, any review of the affairs of the Master Issuer, shall be deemed to constitute any representation or warranty by such Funding Agent. The related Investor Group represents and warrants to such Funding Agent that it has and will, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Master Issuer and made its own decision to enter into this Agreement.

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Section 5.13 The Funding Agent in its Individual Capacity. Each Funding Agent and any of its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Master Issuer or any Affiliate of the Master Issuer as though such Funding Agent were not a Funding Agent hereunder.

Section 5.14 Successor Funding Agent. Each Funding Agent will, upon the direction of the related Investor Group, resign as such Funding Agent. If such Funding Agent shall resign, then the related Investor Group shall appoint an Affiliate of a member of the related Investor Group as a successor funding agent (it being understood that such resignation shall not be effective until such successor is appointed). After any retiring Funding Agent’s resignation hereunder as Funding Agent, subject to the limitations set forth herein, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Agreement.

Section 5.15 Erroneous Payments.

(a) If the Administrative Agent (x) notifies an Investor or any Person who has received funds on behalf of a Lender Party (any such Lender Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender Party or any Person who has received funds on behalf of a Lender Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent

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(or any of its Affiliates), or (z) that such Lender Party or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) in the case of immediately preceding clause (z), an error has been made, in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 5.15(b).

(c) Each Lender Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender Party under any Related Document, or otherwise payable or distributable by the Administrative Agent to such Lender Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender Party that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender Party shall be deemed to have assigned its Advances (but not its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Advances (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Master Issuer) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender Party shall become a Lender Party, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender Party shall cease to be a Lender Party hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender Party and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Advances subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender Party shall be reduced by the net

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proceeds of the sale of such Advance (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender Party (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender Party and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold an Advance (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender Party under the Related Documents with respect to each Erroneous Payment Return Deficiency.

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Master Issuer or Guarantors, except, in each case, to the extent (i) such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Master Issuer or any Guarantor for the purpose of paying any Obligations and (ii) such Erroneous Payment is not otherwise returned to the Master Issuer or such Guarantor.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine or defense.

(g) Each party’s obligations, agreements and waivers under this Section 5.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Party, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Related Document.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01 The Master Issuer and Guarantors. The Master Issuer and the Guarantors jointly and severally represent and warrant to the Administrative Agent and each Lender Party, as of the date of this Agreement, as of the Closing Date and as of the date of each Advance made hereunder, that:

(a) each of their representations and warranties made in favor of the Trustee or the Noteholders in the Indenture and the other Related Documents (other than a Related Document relating solely to a Series of Notes other than the Series 2024-1 Notes) is true and correct (i) if not qualified as to materiality or Material Adverse Effect, in all material respects and (ii) if qualified as to materiality or Material Adverse Effect, in all respects, as of the date originally made, as of the date hereof and as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

(b) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing;

(c) neither they nor or any of their Affiliates, have, directly or through an agent, engaged in any form of general solicitation or general advertising in connection with the offering of the Series 2024-1 Class A-1 Notes under the 1933 Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; provided that no representation or warranty is made with respect to the Lender Parties and their Affiliates; and neither the Master Issuer nor any of its Affiliates has entered into any contractual arrangement with respect to the distribution of the Series 2024-1 Class A-1 Notes, except for this Agreement and the other Related Documents, and the Master Issuer will not enter into any such arrangement;

(d) neither they nor any of their Affiliates have, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the 1933 Act) that is or will be integrated with the sale of the Series 2024-1 Class A-1 Notes in a manner that would require the registration of the Series 2024-1 Class A-1 Notes under the 1933 Act;

(e) assuming the representations and warranties of each Lender Party set forth in Section 6.03 are true and correct, the offer and sale of the Series 2024-1 Class A-1 Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the 1933 Act, and the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended;

(f) the Master Issuer has made available to the Administrative Agent and each Funding Agent true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Notes other than

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the Series 2024-1 Notes) to which they are a party as of the Closing Date, all of which Related Documents are in full force and effect in all material respects as of the Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which the Master Issuer has informed each Funding Agent, theeach Swingline Lender and the L/C Provider;

(g) no Securitization Entity is required, or will be required as a result of the making of Advances and Swingline Loans and the issuance of Letters of Credit hereunder and the use of proceeds therefrom, to register as an “investment company” under the 1940 Act;

(h) the Master Issuer is not an “investment company” as defined in Section 3(a)(1) of the 1940 Act, and therefore has no need (x) to rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or Section 3(c)(7) of the 1940 Act or (y) to be entitled to the benefit of the exclusion for loan securitizations in the Volcker Rule under 10 C.F.R. 248.10(c)(8), and the Master Issuer is not a “covered fund” for purposes of the Volcker Rule;

(i) none of the Master Issuer, any Guarantor or any of their Affiliates is in violation of any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions; nor are the Master Issuer, any Guarantor or any of their Affiliates or any director, officer, employee, agent or affiliate of the Master Issuer, any Guarantor or any of their Affiliates is a Person (each such Person, a “Sanctioned Person”) that is, or is owned or controlled by Persons that are: (i) the subject of any Sanctions, or (ii) located, organized or resident in a region, country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria and Venezuela; and

(j) neither the Master Issuer nor any Guarantor is classified as an association taxable as a corporation for U.S. federal income tax purposes.

Section 6.02 The Manager. The Manager represents and warrants to the Administrative Agent and each Lender Party as of the date of this Agreement, as of the Closing Date and as of the date of each Advance made hereunder, that (i) no Manager Termination Event has occurred and is continuing and (ii) each representation and warranty made by it in any Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2024-1 Notes) to which it is a party (including any representations and warranties made by it in its capacity as Manager) is true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all material respects and (b) if qualified as to materiality or Material Adverse Effect, in all respects as of the date originally made, as of the date hereof and as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

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Section 6.03 Lender Parties. Each of the Lender Parties represents and warrants to the Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:

(a) it has had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2024-1 Class A-1 Notes, with the Master Issuer and the Manager and their respective representatives;

(b) it is an “accredited investor” and “qualified institutional buyer” within the meaning of Rules 501 and 144A, respectively, under the 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2024-1 Class A-1 Notes;

(c) it is purchasing the Series 2024-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2024-1 Class A-1 Notes;

(d) it understands that (i) the Series 2024-1 Class A-1 Notes have not been and will not be registered or qualified under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Master Issuer, (ii) the Master Issuer is not required to register the Series 2024-1 Class A-1 Notes under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.08 of the Base Indenture, Section 4.03 of the Series 2024-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;

(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 2024-1 Class A-1 Notes;

(f) it understands that the Series 2024-1 Class A-1 Notes will bear the legend set out in the form of Series 2024-1 Class A-1 Notes attached to the Series 2024-1 Supplement and be subject to the restrictions on transfer described in such legend;

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(g) it will obtain for the benefit of the Master Issuer from any purchaser of the Series 2024-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and

(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.

ARTICLE VII

CONDITIONS

Section 7.01 Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2024-1 Class A-1 Notes hereunder on the Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:

(a) the Base Indenture, the Series 2024-1 Supplement, the Guarantee and Collateral Agreement and the other Related Documents shall be in full force and effect;

(b) on the Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from (i) S&P stating that a long-term rating of “BBB” has been assigned to the Series 2024-1 Class A-1 Notes and (ii) KBRA stating that a long-term rating of “BBB” has been assigned to the Series 2024-1 Class A-1 Notes;

(c) that certain risk retention letter agreement from the Manager dated as of the Closing Date with respect to the EU and UK risk retention rules shall have been duly executed and delivered by the parties thereto in form and substance satisfactory to the Administrative Agent; and

(d) at the time of such issuance, the additional conditions set forth in Schedule III hereto and all other conditions to the issuance of the Series 2024-1 Class A-1 Notes under the Indenture shall have been satisfied or waived by such Lender Party.

Section 7.02 Conditions to Initial Extensions of Credit. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, the initial Borrowing hereunder, and the obligations of theeach Swingline Lender and the L/C Provider to fund the initial Swingline LoanLoans or provide the initial Letter of Credit hereunder, respectively, shall be subject to the satisfaction of the conditions precedent that (a) each Funding Agent shall have received a duly executed and authenticated Series 2024-1 Class A-1 Advance Note registered in its name or in such other name as shall have been directed by such Funding Agent and stating that the principal amount thereof shall not exceed the Maximum Investor Group Principal Amount of the related Investor Group (or, in the case of a Series 2024-1 Class A-1 Advance Note that is an Uncertificated Note, a Confirmation of Registration with respect thereto); (b) each of theeach Swingline Lender and the L/C Provider shall have received a duly executed and authenticated Series 2024-1 Class A-1 Swingline Note or Series 2024-1 Class A-1 L/C Note, as applicable, registered in its name or in such other name as shall have been directed by it and stating that the principal amount thereof shall not exceed the Swingline Commitment or L/C Commitment, respectively (or, if either theany initial Series 2024-1 Class A-1 Swingline Note or the initial Series 2024-1 Class A-1 L/C Note is an Uncertificated Note, a Confirmation of Registration with respect

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thereto); (c) the Effective Date shall have occurred and (d) the Master Issuer shall have paid all fees required to be paid by it under the Related Documents on the Closing Date or the Effective Date, as applicable, including all fees required hereunder.

Section 7.03 Conditions to Each Extension of Credit. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing but excluding any Borrowings to repay Swingline Loans or L/C Obligations pursuant to Sections 2.05, 2.06 or 2.08, as applicable), and the obligations of theeach Swingline Lender to fund any Swingline Loan (including the initial one) and of the L/C Provider to provide any Letter of Credit (including the initial one), respectively, shall be subject to the conditions precedent that, on the date of such funding or provision, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true (without regard to any waiver, amendment or other modification of this Section 7.03 or any definitions used herein consented to by the Control Party unless the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 7.03) have consented to such waiver, amendment or other modification for purposes of this Section 7.03); provided, however, that if a Rapid Amortization Event has occurred and (other than in the case of Section 9.01(b)) has been declared by the Control Party pursuant to Sections 9.01(a), (b), (c), (d), or (e) of the Base Indenture, consent to such waiver, amendment or other modification from all Investors (provided that it shall not be the obligation of the Control Party to obtain such consent from the Investors) as well as the Control Party is required for purposes of this Section 7.03:

(a) (i) the representations and warranties of the Master Issuer set out in this Agreement and (ii) the representations and warranties of the Manager set out in this Agreement, in each such case, shall be true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not qualified as to materiality or Material Adverse Effect, in all material respects, as of the date of such funding or issuance, with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date);

(b) no Default, Event of Default, Potential Rapid Amortization Event, Cash Trapping Period or Rapid Amortization Event shall be in existence at the time of, or after giving effect to, such funding or issuance;

(c) each representation and warranty made by the Manager (in its capacity as the Manager) in the Management Agreement is true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all material respects and (b) if qualified as to materiality or Material Adverse Effect, in all respects as of the date originally made, as of the date hereof and as of the Closing Date (unless stated to related solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date;

(d) the DSCR as calculated as of the immediately preceding Quarterly Calculation Date shall not be less than 1.50x;

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(e) in the case of any Borrowing, except to the extent an advance request is expressly deemed to have been delivered hereunder, the Master Issuer shall have delivered or have been deemed to have delivered to the Administrative Agent an executed advance request in the form of Exhibit A-1 hereto with respect to such Borrowing (each such request, an “Advance Request” or a “Series 2024-1 Class A-1 Advance Request”);

(f) the Senior Notes Interest Reserve Amount (including any Senior Notes Interest Reserve Account Deficiency Amount) will be funded and/or an Interest Reserve Letter of Credit will be maintained for such amount as of the date of such draw in the amounts required pursuant to the Indenture after giving effect to such draw;

(g) the Master Issuer has furnished to the Administrative Agent true, accurate and complete copies of all other Related Documents (excluding any Series Supplements and other Related Documents relating solely to a Series of Notes other than the Series 2024-1 Notes) to which the Master Issuer, the Manager or any Guarantor is a party as of the Closing Date, all of which Related Documents are in full force and effect as of the Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date;

(h) all Undrawn Commitment Fees, Administrative Agent Fees and L/C Quarterly Fees due and payable on or prior to the date of such funding or issuance shall have been paid in full; and

(i) all conditions to such extension of credit or provision specified in Sections 2.02, 2.03, 2.06 or 2.07, as applicable, shall have been satisfied.

The giving of any notice pursuant to Sections 2.03, 2.06 or 2.07, as applicable, shall constitute a representation and warranty by the Master Issuer and the Manager that all conditions precedent to such funding or provision have been satisfied or will be satisfied concurrently therewith.

ARTICLE VIII

COVENANTS

Section 8.01 Covenants. Each of the Master Issuer and the Manager, severally, covenants and agrees that, until all Aggregate Unpaids have been paid in full and all Commitments, the Swingline Commitment and the L/C Commitment have been terminated, it will:

(a) unless waived in writing by the Control Party in accordance with Section 9.07 of the Base Indenture, duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Related Document to which it is a party;

(b) not amend, modify, waive or give any approval, consent or permission under any provision of the Base Indenture or any other Related Document to which it is a party unless any such amendment, modification, waiver or other action is in writing and made in accordance with the terms of the Base Indenture or such other Related Document, as applicable;

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(c) reasonably concurrent with the time any report, notice or other document is provided to the Rating Agencies and/or the Trustee, or caused to be provided, by the Master Issuer or the Manager under the Base Indenture (including, without limitation, under Sections 8.08, 8.09 and/or 8.11 thereof) or under the Series 2024-1 Supplement, provide the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties) with a copy of such report, notice or other document; provided, however, that neither the Manager nor the Master Issuer shall have any obligation under this Section 8.01(c) to deliver to the Administrative Agent copies of any Quarterly Noteholders’ Reports that relate solely to a Series of Notes other than the Series 2024-1 Notes;

(d) once per calendar year, following reasonable prior notice from the Administrative Agent (the “Annual Inspection Notice”), and during regular business hours, permit any one or more of such Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Master Issuer’s expense, access (as a group, and not individually unless only one such Person desires such access) to the offices of the Manager, the Master Issuer and the Guarantors, (i) to examine and make copies of and abstracts from all documentation relating to the Collateral on the same terms as are provided to the Trustee under Section 8.06 of the Base Indenture, and (ii) to visit the offices and properties of the Manager, the Master Issuer and the Guarantors for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Collateral, or the administration and performance of the Base Indenture, the Series 2024-1 Supplement and the other Related Documents with any of the officers or employees of, the Manager, the Master Issuer and/or the Guarantors, as applicable, having knowledge of such matters; provided, however, that upon the occurrence and continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Cash Trapping Period, Default or Event of Default, the Administrative Agent, any Funding Agent, theany Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Master Issuer’s expense may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that, in addition to any visits made pursuant to provision of an Annual Inspection Notice or during the continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default, the Administrative Agent, any Funding Agent, theany Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at their own expense, may do any of the foregoing at any time during normal business hours following reasonable prior notice with respect to the business of the Master Issuer and/or the Guarantors; and provided, further, that the Funding Agents, the Swingline LenderLenders and the L/C Provider will be permitted to provide input to the Administrative Agent with respect to the timing of delivery, and content, of the Annual Inspection Notice;

(e) not take, or cause to be taken, any action, including, without limitation, acquiring any Margin Stock, that could cause the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof;

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(f) not permit any amounts owed with respect to the Series 2024-1 Class A-1 Notes to be secured, directly or indirectly, by any Margin Stock in a manner that would violate the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof;

(g) promptly provide such additional financial and other information with respect to the Related Documents (other than Series Supplements and Related Documents relating solely to a Series of Notes other than the Series 2024-1 Notes), the Master Issuer, the Manager or the Guarantors as the Administrative Agent may from time to time reasonably request;

(h) deliver to the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties), the financial statements prepared pursuant to Section 4.01 of the Base Indenture reasonably contemporaneously with the delivery of such statements under the Base Indenture;

(i) each of the Master Issuer and Manager have instituted and shall maintain in effect, and the Manager shall cause each Guarantor to institute and maintain in effect, policies and procedures reasonably designed to promote compliance by the Master Issuer, the Manager, the Guarantors, their respective subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, Anti-Corruption Laws and laws, rules, and regulations relating to Sanctions;

(j) in addition to the conditions set forth in Section 2.2(b) of the Base Indenture, for so long as the Series 2024-1 Class A-1 Notes are Outstanding, obtain the consent of the Administrative Agent to the issuance of any additional Series of Class A-1 Notes (which consent shall be deemed to have been given unless an objection is delivered to the Master Issuer within ten (10) Business Days after written notice of such proposed issuance is delivered to the Administrative Agent); and

(k) the Master Issuer shall not, directly or indirectly, use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Advances, Swingline Loans or Letters of Credit, whether as Administrative Agent, L/C Provider, Swingline Lender, Committed Note Purchaser, arranger, underwriter, advisor, investor, or otherwise), or (iii) for any payments to any governmental official or employee, political party, official of apolitical party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws that may be applicable.

(l) promptly following any change in the information included in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners or control parties identified in part (c) or (d) of such certification, the Master Issuer and each Guarantor, as applicable, shall execute and deliver to the Administrative Agent an updated Beneficial Ownership Certification; and

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(m) promptly following any request therefor, the Master Issuer and each Guarantor, as applicable, shall deliver to the Administrative Agent all documentation and other information required by bank regulatory authorities requested by a Committed Note Purchaser for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership Rule or other applicable anti-money laundering laws, rules and regulations.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01 Amendments. No amendment to or waiver or other modification of any provision of this Agreement, nor consent to any departure therefrom by the Manager or the Master Issuer, other than an amendment as set forth in Section 2.10, shall in any event be effective unless the same shall be in writing and signed by the Manager, the Master Issuer and the Administrative Agent with the written consent of the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met); provided, however, that, in addition, (i) the prior written consent of each affected Investor shall be required in connection with any amendment, modification or waiver that (x) increases the amount of the Commitment of such Investor, extends the Commitment Termination Date or the Series 2024-1 Class A-1 Notes Renewal Date, modifies the conditions to funding such Commitment or otherwise subjects such Investor to any increased or additional duties or obligations hereunder or in connection herewith (it being understood and agreed that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender Party), (y) reduces the amount or delays the timing of payment of any principal, interest, fees or other amounts payable to such Investor hereunder or (z) would have an effect comparable to any of those set forth in Section 13.02(a) of the Base Indenture that require the consent of each Noteholder or each affected Noteholder; (ii) any amendment, modification or waiver that affects the rights or duties of any of the Swingline LenderLenders, the L/C Provider, the Administrative Agent or the Funding Agents shall require the prior written consent of such affected Person; and (iii) the prior written consent of each Investor, theeach Swingline Lender, the L/C Provider, the Administrative Agent and each Funding Agent shall be required in connection with any amendment, modification or waiver of this Section 9.01. For purposes of any provision of any other Indenture Document relating to any vote, consent, direction or the like to be given by the Series 2024-1 Class A-1 Noteholders, such vote, consent, direction or the like shall be given by the Holders of the Series 2024-1 Class A-1 Advance Notes only and not by the Holders of any Series 2024-1 Class A-1 Swingline Notes or Series 2024-1 Class A-1 L/C Notes except to the extent that such vote, consent, direction or the like is to be given by each affected Noteholder and the Holders of any Series 2024-1 Class A-1 Swingline Notes or Series 2024-1 Class A-1 L/C Notes would be affected thereby. The Master Issuer and the Lender Parties shall negotiate any amendments, waivers, consents, supplements or other modifications to this Agreement or the other Related Documents that require the consent of the Lender Parties in good faith. Pursuant to Section 9.05(a), the Lender Parties shall be entitled to reimbursement by the Master Issuer for the reasonable expenses incurred by the Lender Parties in reviewing and approving any such amendment, waiver, consent, supplement or other modification to this Agreement or any Related Document.

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Section 9.02 No Waiver; Remedies. Any waiver, consent or approval given by any party hereto shall be effective only in the specific instance and for the specific purpose for which given, and no waiver by a party of any breach or default under this Agreement shall be deemed a waiver of any other breach or default. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or any abandonment or discontinuation of steps to enforce the right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 9.03 Binding on Successors and Assigns.

(a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 2024-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.

(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.

(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time assign its rights in the Series 2024-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2024-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including, without limitation, an insurance policy for such Conduit Investor relating to the Commercial Paper or the Series 2024-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including, without limitation, an insurance policy relating to the Commercial Paper or

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the Series 2024-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 2024-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2024-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person to the extent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2024-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board or any similar foreign entity.

Section 9.04 Survival of Agreement. All covenants, agreements, representations and warranties made herein and in the Series 2024-1 Class A-1 Notes delivered pursuant hereto shall survive the making and the repayment of the Advances, the Swingline Loans and the Letters of Credit and the execution and delivery of this Agreement and the Series 2024-1 Class A-1 Notes and shall continue in full force and effect until all interest on and principal of the Series 2024-1 Class A-1 Notes, and all other amounts owed to the Lender Parties, the Funding Agents and the Administrative Agent hereunder and under the Series 2024-1 Supplement have been paid in full, all Letters of Credit have expired or been fully cash collateralized in accordance with the terms of this Agreement and the Commitments, the Swingline Commitment and the L/C Commitment have been terminated. In addition, the obligations of the Master Issuer and the Lender Parties under Sections 3.05, 3.06, 3.07, 3.08, 9.05, 9.10 and 9.11 shall survive the termination of this Agreement.

Section 9.05 Payment of Costs and Expenses; Indemnification.

(a) Payment of Costs and Expenses. The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, if any, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed (“Amendment Expenses”). The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for (x) any breach by the Master Issuer of its obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 2024-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Documents (“Other Post-Closing Expenses”). The Master Issuer also agrees to reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the

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Administrative Agent, such Funding Agent and such Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2024-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

(b) Indemnification of the Lender Parties. In consideration of the execution and delivery of this Agreement by the Lender Parties, the Master Issuer hereby agrees to indemnify and hold each Lender Party (each in its capacity as such and to the extent not reimbursed by the Master Issuer and without limiting the obligation of the Master Issuer to do so) and each of their officers, directors, employees and agents (collectively, the “Indemnified Parties”) harmless (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments) from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2024-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to:

(i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance, Swingline Loan or Letter of Credit;

(ii) the entering into and performance of this Agreement and any other Related Document by any of the Indemnified Parties, including, for the avoidance of doubt, the consent by the Lender Parties set forth in Section 9.19; or

(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether the Indemnified Party is a party thereto;

except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence or willful misconduct or breach of representations set forth herein. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Master Issuer hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(b) shall in no event include indemnification for special, punitive, consequential or indirect damages of any kind or for any Taxes (other than Taxes arising from any non-Tax claim) which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08 or for any transfer Taxes with respect to its sale or assignment of all or any part of its respective rights and obligations under

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this Agreement and the Series 2024-1 Class A-1 Notes pursuant to Section 9.17. The Master Issuer shall give notice to the Rating Agencies of any claim for Indemnified Liabilities made under this Section 9.05(b).

(c) Indemnification of the Administrative Agent and each Funding Agent by the Master Issuer. In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Funding Agent, the Master Issuer hereby agrees to indemnify and hold the Administrative Agent and each Funding Agent and each of their officers, directors, employees and agents (collectively, the “Agent Indemnified Parties”) harmless (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments) from and against any and all actual or prospective litigation, actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2024-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Master Issuer hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(c) shall in no event include indemnification for special, punitive, consequential or indirect damages of any kind or for any Taxes (other than Taxes arising from any non-Tax claim) which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08. The Master Issuer shall give notice to the Rating Agencies of any claim for Agent Indemnified Liabilities made under this Section 9.05(c).

(d) Indemnification of the Administrative Agent and each Funding Agent by the Committed Note Purchasers. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the related Funding Agent, each Committed Note Purchaser, ratably according to its respective Commitment, hereby agrees to indemnify and hold the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Administrative Agent Indemnified Parties”) and such Funding Agent and each of its officers, directors, employees and agents (collectively, the “Funding Agent Indemnified Parties,” and together with the Administrative Agent Indemnified Parties, the “Applicable Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of the Master Issuer) (irrespective of whether any such Applicable Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2024-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Applicable Agent Indemnified Liabilities”), incurred by the Applicable Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits

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or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Applicable Agent Indemnified Parties, except for any such Applicable Agent Indemnified Liabilities arising for the account of a particular Applicable Agent Indemnified Party by reason of the relevant Applicable Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Committed Note Purchaser, ratably according to its respective Commitment, hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Applicable Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(d) shall in no event include indemnification for consequential or indirect damages of any kind or for any Taxes (other than Taxes arising from any non-Tax claim) which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08.

Section 9.06 Characterization as Related Document; Entire Agreement. This Agreement shall be deemed to be a Related Document for all purposes of the Base Indenture and the other Related Documents. This Agreement, together with the Base Indenture, the Series 2024-1 Supplement, the documents delivered pursuant to Article VII and the other Related Documents, including the exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

Section 9.07 Notices. All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address, e-mail address (if provided), or facsimile number set forth on Schedule II hereto, or in each case at such other address, e-mail address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by e-mail, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted (so long as transmitted on a Business Day, otherwise the next succeeding Business Day) upon receipt of electronic confirmation of transmission.

Section 9.08 Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement.

Section 9.09 Tax Characterization. Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all federal, state and local income and franchise Tax purposes, the Series 2024-1 Class A-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2024-1 Class A-1

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Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.

Section 9.10 No Proceedings; Limited Recourse.

(a) The Securitization Entities. Each of the parties hereto (other than the Master Issuer), solely in its capacity as a creditor, hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of the last maturing Note issued by the Master Issuer pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, any Securitization Entity, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law, all as more particularly set forth in Section 14.13 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to this Agreement, the Series 2024-1 Supplement, the Base Indenture or any other Related Document. In the event that a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(a), each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Securitization Entity or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(a) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by a Lender Party in the assertion or defense of its claims in any such proceeding involving any Securitization Entity. The obligations of the Master Issuer under this Agreement are solely the limited liability company obligations of the Master Issuer.

(b) The Conduit Investors. Each of the parties hereto (other than the Conduit Investors), solely in its capacity as a creditor, hereby covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of the latest maturing Commercial Paper or other debt securities or instruments issued by a Conduit Investor, institute against, or join with any other Person in instituting against, such Conduit Investor, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 9.10(b) shall constitute a waiver of any right to indemnification, reimbursement or other payment from such Conduit Investor pursuant to this Agreement, the Series 2024-1 Supplement, the Base Indenture or any other Related Document. In the event that the Master Issuer, the Manager or a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(b), such related Conduit Investor may file an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Conduit Investor or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(b) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by the Master Issuer, the Manager or a Lender Party in assertion or defense of its claims in any such proceeding involving a Conduit Investor. The obligations of the

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Conduit Investors under this Agreement are solely the corporate obligations of the Conduit Investors. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including any obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, agent, director, member, affiliate or incorporator (or Person similar to an incorporator under state business organization laws) of any Conduit Investor; provided, however, nothing in this Section 9.10(b) shall relieve any of the foregoing Persons from any liability that any such Person may otherwise have for its gross negligence or willful misconduct.

Section 9.11 Confidentiality. Each Lender Party agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of the Manager and the Master Issuer, other than (a) to their Affiliates, officers, directors, employees, agents and advisors, including, without limitation, legal counsel and accountants (it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep it confidential), (b) to actual or prospective assignees and participants, and then only on a confidential basis (after obtaining such actual or prospective assignee’s or participant’s agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (c) as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Master Issuer or the Manager, as the case may be, has knowledge; provided that each Lender Party may disclose Confidential Information as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Master Issuer or the Manager, as the case may be, does not have knowledge if such Lender Party is prohibited by law, rule or regulation from disclosing such requirement to the Master Issuer or the Manager, as the case may be, (d) to Program Support Providers (after obtaining such Program Support Providers’ agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (e) to any Rating Agency providing a rating for any Series or Class of Notes or any Conduit Investor’s debt; (f) in connection with the exercise of any remedies hereunder or under any other Related Document or any action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights hereunder or thereunder; or (g) in the course of litigation with the Master Issuer, the Manager or such Lender Party.

“Confidential Information” means information that the Master Issuer or the Manager furnishes to a Lender Party, but does not include (i) any such information that is or becomes generally available to the public other than as a result of a disclosure by a Lender Party or other Person to which a Lender Party delivered such information, (ii) any such information that was in the possession of a Lender Party prior to its being furnished to such Lender Party by the Master Issuer or the Manager or (iii) any such information that is or becomes available to a Lender Party from a source other than the Master Issuer or the Manager; provided that with respect to clauses (ii) and (iii) herein, such source is not (x) known to a Lender Party to be bound by a confidentiality agreement with the Master Issuer or the Manager, as the case may be, with respect to the information or (y) known to a Lender Party to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.

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Section 9.12 GOVERNING LAW; CONFLICTS WITH INDENTURE. THIS AGREEMENT AND ALL MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. IN THE EVENT OF ANY CONFLICTS BETWEEN THIS AGREEMENT AND THE INDENTURE, THE INDENTURE SHALL GOVERN.

Section 9.13 JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE MASTER ISSUER, EACH GUARANTOR AND THE MANAGER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION 9.13 ANY PUNITIVE OR CONSEQUENTIAL DAMAGES.

Section 9.14 WAIVER OF JURY TRIAL. ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.

Section 9.15 Counterparts. This Agreement may be executed in any number of counterparts (which may include electronic transmission of counterparts) and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. For purposes of this Agreement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means

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any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Administrative Agent is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Administrative Agent shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Administrative Agent, including, without limitation, the risk of the Administrative Agent acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Administrative Agent). Any requirement in this Agreement that is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Agreement, any and all communications (both text and attachments) by or from the Administrative Agent that the Administrative Agent in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

Section 9.16 Third-Party Beneficiary. The Trustee, on behalf of the Secured Parties, and the Control Party are express third-party beneficiaries of this Agreement.

Section 9.17 Assignment.

(a) Subject to Sections 6.03 and 9.17(f), any Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement, the Series 2024-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld or delayed) of the Master Issuer, the Swingline LenderLenders and the L/C Provider, to one or more financial institutions (an “Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), executed by such Acquiring Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding Agent with respect to such Committed Note Purchaser, the Master Issuer, the Swingline LenderLenders and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the Master Issuer shall be required for (i) an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser or if a Rapid Amortization Event or an Event of Default has occurred and is continuing or (ii) a sale or

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assignment between Affiliates of a Committed Note Purchaser; provided, further, that no assignment pursuant to this Section 9.17 shall be made to a Competitor.

(b) Without limiting the foregoing, subject to Sections 6.03 and 9.17(f), each Conduit Investor may assign all or a portion of the Investor Group Principal Amount with respect to such Conduit Investor and its rights and obligations under this Agreement, the Series 2024-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party to a Conduit Assignee with respect to such Conduit Investor, without the prior written consent of the Master Issuer. Upon such assignment by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other Related Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Commercial Paper and/or the Series 2024-1 Class A-1 Advance Notes, shall have the benefit of all the rights and protections provided to such Conduit Investor herein and in the other Related Documents (including, without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all of such Conduit Investor’s obligations, if any, hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Investor Group Principal Amount and such Conduit Investor shall be released from such obligations, (v) all distributions in respect of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor shall be made to the applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Funding Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable, funded or maintained with commercial paper issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Funding Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to Commercial Paper issued by or for the benefit of such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Agreement and the other Related Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Funding Agent may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Investor to a Conduit Assignee of all or any portion of the Investor Group Principal Amount with respect to such Conduit Investor shall in any way diminish the obligation of the Committed Note Purchasers in the same Investor Group as such Conduit Investor under Section 2.03 to fund any Increase not funded by such Conduit Investor or such Conduit Assignee.

(c) Subject to Sections 6.03 and 9.17(f), any Conduit Investor and the related Committed Note Purchaser(s) may at any time sell all or any part of their respective rights and obligations under this Agreement, the Series 2024-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld or delayed) of the Master Issuer, the Swingline Lender and the L/C Provider, to a multi-seller commercial paper conduit, whose commercial paper is rated at least “A-1” from S&P, “P1” from Moody’s and/or “F1” from Fitch, as applicable, and one or more financial

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institutions providing support to such multi-seller commercial paper conduit (an “Acquiring Investor Group”) pursuant to a transfer supplement, substantially in the form of Exhibit C (the “Investor Group Supplement” or the “Series 2024-1 Class A-1 Investor Group Supplement”), executed by such Acquiring Investor Group, the Funding Agent with respect to such Acquiring Investor Group (including the Conduit Investor and the Committed Note Purchasers with respect to such Investor Group), such assigning Conduit Investor and the Committed Note Purchasers with respect to such Conduit Investor, the Funding Agent with respect to such assigning Conduit Investor and Committed Note Purchasers, the Master Issuer, the Swingline LenderLenders and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the Master Issuer shall be required for an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser and its related Conduit Investor or if a Rapid Amortization Event or an Event of Default has occurred and is continuing. For the avoidance of doubt, this Section 9.17(c) is intended to permit and provide for (i) assignments from a Committed Note Purchaser to a Conduit Investor in a different Investor Group and (ii) assignments from a Conduit Investor to a Committed Note Purchaser in a different Investor group, and, in each of (i) and (ii), Exhibit C shall be revised to reflect such assignments.

(d) Subject to Sections 6.03 and 9.17(f), theany Swingline Lender may at any time assign all its rights and obligations hereunder and under thesuch Swingline Lender’s Series 2024-1 Class A-1 Swingline Note, in whole but not in part, with the prior written consent of the Master Issuer and the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Master Issuer, whereupon the assignor shall be released from its obligations hereunder; provided that no consent of the Master Issuer shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing; provided, further, that the prior written consent of each Funding Agent (other than any Funding Agent with respect to which all of the Committed Note Purchasers in such Funding Agent’s Investor Group are Defaulting Investors), which consent shall not be unreasonably withheld or delayed, shall be required if such financial institution is not a Committed Note Purchaser.

(e) Subject to Sections 6.03 and 9.17(f), the L/C Provider may at any time assign all or any portion of its rights and obligations hereunder and under the Series 2024-1 Class A-1 L/C Note with the prior written consent of the Master Issuer and the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Master Issuer, whereupon the assignor shall be released from its obligations hereunder to the extent so assigned; provided that no consent of the Master Issuer shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing.

(f) Any assignment of the Series 2024-1 Class A-1 Notes shall be made in accordance with the applicable provisions of the Indenture.

Section 9.18 Defaulting Investors. (a) The Master Issuer may, at its sole expense and effort, upon notice to such Defaulting Investor and the Administrative Agent, (i) require any Defaulting Investor to sell all of its rights, obligations and commitments under this Agreement, the Series 2024-1 Class A-1 Notes and, in connection therewith, any other Related Documents to which it is a party, to an assignee; provided that (x) such assignment is made in compliance with

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Section 9.17 and (y) such Defaulting Investor shall have received from such assignee an amount equal to such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder or (ii) remove any Defaulting Investor as an Investor by paying to such Defaulting Investor an amount equal to such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder.

(b) In the event that a Defaulting Investor desires to sell all or any portion of it rights, obligations and commitments under this Agreement, the Series 2024-1 Class A-1 Notes and, in connection therewith, any other Related Documents to which it is a party, to an unaffiliated third-party assignee for an amount less than 100% (or, if only a portion of such rights, obligations and commitments are proposed to be sold, such portion) of such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder, such Defaulting Investor shall promptly notify the Master Issuer of the proposed sale (the “Sale Notice”). Each Sale Notice shall certify that such Defaulting Investor has received a firm offer from the prospective unaffiliated third party and shall contain the material terms of the proposed sale, including, without limitation, the purchase price of the proposed sale and the portion of such Defaulting Investor’s rights, obligations and commitments proposed to be sold. The Master Issuer and any of its Affiliates shall have an option for a period of three (3) Business Days from the date the Sale Notice is given to elect to purchase such rights, obligations and commitments at the same price and subject to the same material terms as described in the Sale Notice. The Master Issuer or any of its Affiliates may exercise such purchase option by notifying such Defaulting Investor before expiration of such three (3) Business Day period that it wishes to purchase all (but not a portion) of the rights, obligations and commitments of such Defaulting Investor proposed to be sold to such unaffiliated third party. If the Master Issuer or any of its Affiliates gives notice to such Defaulting Investor that it desires to purchase such rights, obligations and commitments, the Master Issuer or such Affiliate shall promptly pay the purchase price to such Defaulting Investor. If the Master Issuer or any of its Affiliates does not respond to any Sale Notice within such three (3) Business Day period, the Master Issuer and its Affiliates shall be deemed not to have exercised such purchase option.

(c) Notwithstanding anything to the contrary contained in this Agreement, if any Investor becomes a Defaulting Investor, then, until such time as such Investor is no longer a Defaulting Investor, to the extent permitted by applicable law:

(i) Such Defaulting Investor’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.01.

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(ii) Any payment of principal, interest, fees or other amounts payable to the account of such Defaulting Investor (whether voluntary or mandatory, at maturity or otherwise) shall be applied (and the Master Issuer shall instruct the Trustee to apply such amounts) as follows: first, to the payment of any amounts owing by such Defaulting Investor to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Investor to the L/C Provider or the Swingline LenderLenders hereunder; third, to provide cash collateral to the L/C Provider in accordance with Section 4.03(b) in an amount equal to the amount of Undrawn L/C Face Amounts at such time multiplied by the Commitment Percentage of such Defaulting Investor’s Investor Group multiplied by the Committed Note Purchaser Percentage of such Defaulting Investor; fourth, as the Master Issuer may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Investor has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Master Issuer, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Investor’s potential future funding obligations with respect to Advances under this Agreement and (y) to provide cash collateral to the L/C Provider in accordance with Section 4.03(b) in an amount equal to the amount of any future Undrawn L/C Face Amounts multiplied by the Commitment Percentage of such Defaulting Investor’s Investor Group multiplied by the Committed Note Purchaser Percentage of such Defaulting Investor; sixth, to the payment of any amounts owing to the Investors, the L/C Provider or the Swingline LenderLenders as a result of any judgment of a court of competent jurisdiction obtained by any Investor, the L/C Provider or theany Swingline Lender against such Defaulting Investor as a result of such Defaulting Investor’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Master Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Master Issuer against such Defaulting Investor as a result of such Defaulting Investor’s breach of its obligations under this Agreement; and eighth, to such Defaulting Investor or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or any extensions of credit resulting from a drawing under any Letter of Credit that has not been reimbursed as an Advance pursuant to Section 2.08(a) in respect of which such Defaulting Investor has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.03 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and extensions of credit resulting from a drawing under any Letter of Credit that has not been reimbursed as an Advance pursuant to Section 2.08(a) owed to, all non-Defaulting Investors on a pro rata basis prior to being applied to the payment of any Advances of, participations required to be purchased pursuant to Section 2.09(a) owed to, such Defaulting Investor until such time as all Advances and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Investors pro rata in accordance with the Commitments without giving effect to

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Section 9.18(c)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Investor that are applied (or held) to pay amounts owed by a Defaulting Investor or to post cash collateral pursuant to this Section 9.18(c)(ii) shall be deemed paid to and redirected by such Defaulting Investor, and each Investor irrevocably consents hereto.

(iii) All or any part of such Defaulting Investor’s participation in L/C Obligations and Swingline Loans shall be reallocated among the non-Defaulting Investors pro rata based on their Commitments (calculated without regard to such Defaulting Investor’s Commitment) but only to the extent that (x) the conditions set forth in Section 7.03 are satisfied at the time of such reallocation (and, unless the Master Issuer shall have otherwise notified the Administrative Agent at such time, the Master Issuer shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the product of any non-Defaulting Investor’s related Investor Group Principal Amount multiplied by such non-Defaulting Investor’s Committed Note Purchaser Percentage to exceed such non-Defaulting Investor’s Commitment Amount. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Investor arising from that Investor having become a Defaulting Investor, including any claim of a non-Defaulting Investor as a result of such non-Defaulting Investor’s increased exposure following such reallocation.

(iv) If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Master Issuer shall, without prejudice to any right or remedy available to them hereunder or under law, prepay Swingline Loans in an amount equal to the amount that cannot be so reallocated.

(d) If the Master Issuer, the Administrative Agent, the Swingline LenderLenders and the L/C Provider agree in writing that an Investor is no longer a Defaulting Investor, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Investor will, to the extent applicable, purchase that portion of outstanding Advances of the other Investors or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Investors in accordance with their respective Commitments (without giving effect to Section 9.18(c)(iii)), whereupon such Investor will cease to be a Defaulting Investor; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Master Issuer while that Investor was a Defaulting Investor; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Investor to Investor will constitute a waiver or release of any claim of any party hereunder arising from that Investor’s having been a Defaulting Investor.

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Section 9.19 No Fiduciary Duties. Each of the Manager and the Securitization Entities acknowledge and agree that in connection with the transaction contemplated in this Agreement, or any other services the Lender Parties may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Lender Parties: (a) no fiduciary or agency relationship between any of the Manager, the Securitization Entities and any other person, on the one hand, and the Lender Parties, on the other, exists; (b) the Lender Parties are not acting as advisor, expert or otherwise, to the Manager or the Securitization Entities, and such relationship between any of the Manager or the Securitization Entities, on the one hand, and the Lender Parties, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Lender Parties may have to the Manager and any of the Securitization Entities shall be limited to those duties and obligations specifically stated herein; (d) the Lender Parties and their respective affiliates may have interests that differ from those of the Manager or any of the Securitization Entities; and (e) the Manager and the Securitization Entities have consulted their own legal and financial advisors to the extent they deemed appropriate. Each of the Manager and the Securitization Entities hereby waive any claims that Manager or the Securitization Entities may have against the Lender Parties with respect to any breach of fiduciary duty in connection with the Series 2021-1 Class A-1 Notes.

Section 9.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Related Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Related Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action or any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Related Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

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Section 9.21 Patriot Act. In accordance with the USA PATRIOT Act, to help fight the funding of terrorism and money laundering activities, any Lender Party may obtain, verify and record information that identifies individuals or entities that establish a relationship with such Lender Party. Such Lender Party may ask for the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account. Such Lender Party may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers and delivered as of the day and year first above written.


JERSEY MIKE’S FUNDING, LLC as Master Issuer


By:
	Name:
	Title:


JERSEY MIKE’S FRANCHISE SYSTEMS INC. as Manager


By:
	Name:
	Title:


JM SPV GUARANTOR, LLC as Guarantor


By:
	Name:
	Title:


A SUB ABOVE, LLC as Guarantor


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement


JM’75, LLC as Guarantor


By:
	Name:
	Title:

Signature Page to Series 2018-1 Class A-1 Note Purchase Agreement


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent


By:
	Name:
	Title:


By:
	Name:
	Title:


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as L/C Provider


By:
	Name:
	Title:


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender


By:
	Name:
	Title:


By:
	Name:
	Title:


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Committed Note Purchaser


By:
	Name:
	Title:


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as the related Funding Agent


By:
	Name:
	Title:


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement


BARCLAYS BANK PLC, as Committed Note Purchaser


By:
	Name:
	Title:


BARCLAYS BANK PLC, as the related Funding Agent


By:
	Name:
	Title:


BARCLAYS BANK PLC, as Swingline Lender


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement


MORGAN STANLEY BANK, N.A., as Committed Note Purchaser


By:
	Name:
	Title:


MORGAN STANLEY BANK, N.A.., as the related Funding Agent


By:
	Name:
	Title:


MORGAN STANLEY BANK, N.A., as Swingline Lender


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as Committed Note Purchaser


By:
	Name:
	Title:


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as the related Funding Agent


By:
	Name:
	Title:


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as Swingline Lender


By:
	Name:
	Title:

Signature Page to Series 2024-1 Class A-1 Note Purchase Agreement

Exhibit 10.7

ADMINISTRATIVE SERVICES AGREEMENT

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of January 16, 2025 and is between Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (together with its successors, “HoldCo”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdco (together with its successor, the “Company”), Blackstone Management Partners L.L.C., a Delaware limited liability company (“Manager 1”), and Blackstone Private Investments Advisors L.L.C., a Delaware limited liability company (“Manager 2” and, together with Manager 1, the “Managers”), each affiliated with Blackstone Inc. (“Blackstone”).

In consideration of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1. Portfolio Operations Support.

(a) Engagement to Provide Support. As of the date of the closing (the “Closing Date”) of the transactions contemplated by that certain Equity Purchase Agreement (the “Transactions”), dated as of November 8, 2024 (as amended, supplemented or modified in accordance with its terms, the “Transaction Agreement”), by and among Submarine Buyer LLC, a Delaware limited liability company (“Purchaser”), the Company (then known as Jersey Mike’s Franchise Systems, Inc.), Jersey Shore Construction LLC, Jersey Mike’s Inc. (the “Principal Seller”), and Peter Cancro, solely for the limited purposes set forth therein (together with the Principal Seller, the “Sellers”) and with retroactive effectiveness from the date of the Transaction Agreement, HoldCo and the Company, jointly and severally, hereby engage each Manager to arrange for Blackstone’s Portfolio Operations group to render to them and their respective subsidiaries Ops Support (as defined below). To that end, each Manager intends to make available to HoldCo, the Company and their respective subsidiaries the services customarily provided by Blackstone’s Portfolio Operations group to Blackstone’s private equity portfolio companies (the “Ops Support”), and each of HoldCo and the Company agrees to accept the amount and type of Ops Support as may be determined by the Portfolio Operations group, in its sole discretion, to be warranted and appropriate. Each Manager may, at any time, choose not to provide any such services. For the avoidance of doubt, no payments should be made to any Manager or their affiliates in connection with the Ops Support other than Out-of-Pocket Expenses (as defined below) in accordance with Section 3.

SECTION 2. Other Services.

(a) Equity Healthcare. Blackstone has also established an “Equity Healthcare” group, which leverages the scale of Blackstone’s combined portfolio companies so as to hold down benefit and claims costs and deliver better quality health care to U.S. employees

and their families. At or promptly following the Closing Date, HoldCo and the Company will enter into an agreement with one or both of the Managers or their respective affiliated designee(s) pursuant to which HoldCo, the Company and their respective subsidiaries will receive the healthcare-related services customarily provided by Blackstone’s Equity Healthcare group to Blackstone’s private equity portfolio companies. In consideration of such services, during the term of such agreement HoldCo and the Company, jointly and severally, will pay to the applicable Manager(s) or its affiliated designee a “Per Employee Fee”, as described below.

Per Employee Fee. No later than the fifth business day of each month following the Closing Date, HoldCo and the Company will, jointly and severally, pay to the applicable Manager(s) or its affiliated designee, as the Per Employee Fee in respect of that immediately preceding month, an aggregate amount equal to the Per Employee Fee times the highest number of employees of HoldCo, the Company and their respective subsidiaries that receive medical benefits from HoldCo, the Company or any of their respective subsidiaries during such immediately preceding month. The Per Employee Fee is the current fee generally charged in this regard with respect to Blackstone’s portfolio companies generally.

(b) Group Purchasing. Blackstone facilitates a group purchasing program, which harnesses the purchasing power of a large number of Blackstone’s private equity portfolio companies. Each Manager agrees to make available to HoldCo, the Company and their respective subsidiaries the opportunity to participate in such group purchasing program. Any such participation would be on terms mutually agreed by HoldCo and such Manager. Neither the Managers nor any of their respective affiliates will at any time receive any payment or other compensation from the Company or HoldCo with respect to such group purchasing program (including any rebate, incentive payment or commission, whether received in cash or in kind); provided, if the Company or HoldCo receives any rebate from a Manager or any of its affiliates with respect to such group purchasing program, such Manager or any of its affiliates may separately collect an access fee from the Company or HoldCo.

(c) Energy Efficiency. Further, Blackstone, through one or more of its funds, has a majority investment in RE Tech Advisors (“RE Tech”), an energy audit / consulting firm that identifies and implements energy efficiency, emissions reductions, and ESG programs, calculates return on investment and tracks performance post-completion. During the consideration of the Transactions and, as of the Closing Date, Blackstone has engaged with RE Tech, for the benefit of HoldCo and the Company, to help evaluate opportunities for improving the energy efficiency and supporting emissions reduction efforts of HoldCo and the Company. HoldCo and the Company, jointly and severally, agree to reimburse the Managers for reasonable and documented out-of-pocket expenses incurred in connection with such evaluation and tracking pursuant to Section 3 hereof. Following such initial evaluation, HoldCo and the Company may engage with RE Tech to continue to provide ongoing services on terms mutually agreed by HoldCo or the Company and RE Tech.

(d) No Other Services. Except as otherwise expressly set forth in this Agreement, neither the Managers nor any of their respective affiliates will have any obligation to provide services to HoldCo, the Company or any of their respective subsidiaries absent an agreement between one or both of the Managers or their respective relevant affiliate and HoldCo

or the Company with respect to the scope of such services and the payment to be made for providing such services. It is further expressly agreed that the Ops Support or any other service provided by the Managers hereunder will not include investment banking or other financial advisory services in connection with any specific acquisition, divestiture, disposition, merger, consolidation, restructuring, refinancing, recapitalization, issuance of private or public debt or equity securities (including, without limitation, an initial public offering of equity securities), financing or similar transaction by HoldCo, the Company or any of their respective affiliates. If it is subsequently agreed that any such services may be provided, the relevant Blackstone entity may be entitled to receive additional compensation for providing services of the type specified in the preceding sentence by mutual agreement of HoldCo, the Company or any such affiliate, on the one hand, and the relevant Blackstone entity, on the other hand. For the avoidance of doubt, no services under this agreement shall be provided in connection with any public offering of debt or equity securities or otherwise as a broker.

(e) Opportunity to Provide Future Services. If HoldCo, the Company or any of its subsidiaries determines that it is advisable for HoldCo, the Company or such subsidiary to hire a financial advisor, consultant, investment banker or any similar advisor in connection with any acquisition, divestiture, disposition, merger, consolidation, restructuring, refinancing, recapitalization, issuance of private or public debt or equity securities (including, without limitation, an initial public offering of equity securities), financing or similar transaction, it will notify the Managers of such determination in writing. Promptly thereafter, upon the request of either Manager, the parties will negotiate in good faith to agree upon appropriate services, compensation, indemnification and other terms upon which HoldCo, the Company or such subsidiary would hire the relevant Blackstone entity to provide such services. However, HoldCo, the Company or such subsidiary will not be required to hire Blackstone or any of its affiliates for such services.

(f) Monitoring of Ongoing Operations and Strategic Transactions. Even in the absence of discrete compensation (and for the avoidance of doubt, HoldCo, the Company and their respective subsidiaries shall not be obliged to pay any such discrete compensation), Blackstone expects to have its investment professionals actively monitor the operations of HoldCo, the Company and their respective subsidiaries, including through regular on-site visits. In addition, Blackstone may from time to time, on behalf of HoldCo or the Company, evaluate strategic transactions and other initiatives that are viewed by Blackstone as potentially being for the benefit of HoldCo or the Company. Whether or not such transactions or initiatives are ultimately consummated or realized, as described below, Blackstone and its affiliates will be entitled to reimbursement from HoldCo and the Company of their Out-of-Pocket Expenses (as defined below) incurred in connection with their efforts in this regard (including in connection with such ongoing monitoring) in accordance with Section 3. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement (but without limiting the payment or reimbursement of Out-of-Pocket Expenses pursuant to Section 3), none of the Managers, Blackstone or any of their respective affiliates shall charge HoldCo, the Company or any of their respective subsidiaries for any (i) management or monitoring fees or (ii) M&A transaction, deal or success fees in connection with the Transactions.

SECTION 3. Reimbursements.

(a) General. HoldCo will pay, or cause to be paid, directly (or else reimburse) each Manager and its respective affiliates (including the funds managed by the Managers or their affiliates, the “Funds”) for their respective Out-of-Pocket Expenses (as defined below). For the purposes of this Agreement, the term “Out-of-Pocket Expenses” means the reasonable and documented out-of-pocket costs and expenses incurred by such Manager and its respective affiliates (i) in connection with the Ops Support pursuant to Section 1, (ii) in connection with the general monitoring as well as in connection with the evaluation of strategic transactions or other initiatives, all as contemplated by Section 2(f) above, or (iii) otherwise incurred by such Manager and its affiliates from time to time in the future for the benefit and on behalf of HoldCo, the Company or any of their respective subsidiaries in connection with (x) transactions entered into, or contemplated to be entered into, by HoldCo, the Company or any of their respective subsidiaries, or (y) regulatory filing obligations of HoldCo, the Company or any of their respective subsidiaries or any successor, including in the case of (i) through (iii), without limitation, (A) fees and disbursements of any independent and unaffiliated professionals and organizations, including independent accountants, outside legal counsel and other consultants, retained in connection therewith by any Fund, any Manager or any of their respective affiliates, (B) costs of any outside services or independent contractors such as financial printers, couriers, business publications, online financial services or similar services, retained or used by any Fund, any Manager or any of their respective affiliates in connection therewith, and (C) transportation and per diem cost in connection with travel to and from Blackstone’s offices and other locations on business related to HoldCo, the Company or their respective subsidiaries. All payments or reimbursements for Out-of-Pocket Expenses will be made within 20 days of the request for payment or reimbursement.

(b) Transaction Expenses. In order to facilitate the Transactions, Purchaser, the Managers and/or their respective affiliates may have engaged certain advisors and incurred certain expenses for the benefit of HoldCo and the Company in connection with the Transactions (the “Reimbursable Expenses”). HoldCo and the Company shall reimburse Purchaser (or its designee) for such Reimbursable Expenses, as well as all other reasonable and documented out-of-pocket expenses (which, in the case of air travel, shall be limited to the expenses of travelling on a commercial airline) incurred by Purchaser or its affiliates in connection with the Transactions, including for services provided by advisors engaged by Purchaser or its affiliates in connection with the Transactions. In respect of any such expenses that have not yet been paid, in lieu of Purchaser or its respective designated affiliates being reimbursed, Purchaser may elect to direct HoldCo and the Company to instead pay such expenses directly to the party to whom the expense is owing. Each of HoldCo and the Company expects significant synergistic, operational, financial and strategic benefits from the Transactions and the Reimbursable Expenses. Each of HoldCo and the Company has agreed to pay such Reimbursable Expenses to obtain and achieve certain benefits as a result of the Transactions, including the opportunity to partner with, and benefit from the industry experience of Purchaser and its respective affiliates. For the avoidance of doubt, the reimbursement or payment of the Reimbursable Expenses described in this paragraph does not (i) require a direct transfer of cash from HoldCo or the Company to Purchaser or its designated affiliates for costs that are paid at closing or (ii) modify or alter the terms set forth in the Transaction Agreement with respect to payment of transaction expenses. For costs that have been paid by Purchaser or its affiliates prior to closing, reimbursement by HoldCo or the Company is required to support that HoldCo and the Company bear the economic burden of such costs.

(c) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, any payment or expense reimbursement pursuant to this Section 3 shall be without duplication of any payment or expense reimbursement to the extent actually paid by HoldCo, the Company or any of their respective subsidiaries to any Manager, any Fund or any of their respective affiliates or the Purchaser (or its affiliates or designees) pursuant to that certain Investor Information Agreement, dated as of the date hereof, by and among HoldCo, the Company, Blackstone Capital Partners IX L.P. and Blackstone Private Equity Strategies Fund L.P.

SECTION 4. Tax and Other Information and Reporting Responsibilities.

(a) Tax-Related Information – General. HoldCo will promptly make available to Blackstone all books, records and files of HoldCo, the Company, their respective subsidiaries and any entity (i) which owns, directly or indirectly, all or a portion of the equity of HoldCo or the Company and (ii) in which each of any Fund and HoldCo’s or the Company’s management own, directly or indirectly, all or a portion of the equity (collectively, the “Portfolio Group”) with respect to tax matters as may be reasonably requested by Blackstone and shall use reasonable efforts to comply with any requests by Blackstone for any tax-related information (including any applicable state withholdings) of the Portfolio Group.

(b) Responsibility for Tax Returns. The Company will be responsible for the preparation, signing and filing of all tax returns and the maintenance of all books and records of each member of the Portfolio Group.

(c) Portfolio Company Information. For so long as any Fund directly or indirectly owns equity in HoldCo or the Company and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate (i) Blackstone’s compliance with legal and regulatory requirements applicable to the beneficial ownership by any Fund or any of their respective affiliates of equity securities of HoldCo and/or the Company and (ii) the Managers’ oversight of any Fund’s investment in HoldCo and/or the Company, each of HoldCo and the Company agrees promptly to provide each Manager with such information concerning HoldCo, the Company and their respective subsidiaries, including its finances and operations, as any Manager may from time to time request. In furtherance of the foregoing, each of HoldCo and the Company agrees to provide each Manager, in addition to other information that might be requested by such Manager from time to time, (i) direct access to HoldCo’s, the Company’s and their relevant subsidiaries’ auditors and officers, (ii) the ability to link Blackstone’s systems into HoldCo’s (or its relevant subsidiaries’) general ledger and other systems in order to enable each Manager to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Managers, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of HoldCo, the Company and their respective subsidiaries and inspect the books and records of HoldCo, the Company and their respective subsidiaries, (v) copies of all materials provided to each of HoldCo’s and the Company’s board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of HoldCo and the Company, (vi) access to appropriate officers and directors of HoldCo and the Company at such times as may be requested by each Manager, as the case may be, for consultation with each Manager with respect to matters relating to the business and affairs of HoldCo, the Company and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary

dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of HoldCo, the Company or any of their respective subsidiaries, and to provide each Manager with the right to consult with HoldCo, the Company and their respective subsidiaries with respect to such actions, and (viii) flash data, in a format to be prescribed by the Managers, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). HoldCo and the Company each agrees to consider, in good faith, the recommendations of each Manager in connection with the matters on which HoldCo or the Company and their respective subsidiaries is consulted as described above. HoldCo and the Company each recognizes and confirms that each Manager (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Ops Support and any other services contemplated by this Agreement or any other agreement with the Company without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.

(d) Sharing of Information. Individuals associated with Blackstone or its affiliates may from time to time serve on the boards of directors of HoldCo and the Company and their respective subsidiaries. HoldCo and the Company, on their own behalf and on behalf of their respective subsidiaries, recognize that such individuals (i) will from time to time receive nonpublic information concerning HoldCo, the Company and their respective subsidiaries, and (ii) may share such information with other individuals associated with Blackstone or its affiliates. Such sharing will be for the dual purpose of facilitating support to such individuals in their capacity as directors and enabling each Fund, as an equity holder, to better evaluate the Company’s performance and prospects. HoldCo and the Company, on behalf of themselves and their respective subsidiaries, hereby irrevocably consent to such sharing.

(e) In order to receive Data Science Services (as defined below), HoldCo, the Company and their respective subsidiaries agree promptly to provide Blackstone Administrative Services Partnership L.P. and/or one of its affiliates (“BASP”) with such information or data concerning HoldCo, the Company and their respective subsidiaries, including their finances and operations, as BASP may from time to time request. The Company also agrees that each Manager may share any Information obtained in accordance with this Agreement with BASP and that BASP may share information with any Fund and any Manager. The Company represents, warrants and covenants that no Personal Information (as defined below) will be shared by the Company, HoldCo or their respective subsidiaries with BASP pursuant to this Agreement without the prior written consent of BASP. In the event that BASP provides such consent, unless otherwise explicitly agreed between the parties, BASP certifies that it will not (i) sell the Personal Information to third parties; (ii) retain, use or disclose the Personal Information for any purpose other than for the business purposes specified in the Agreement with HoldCo, the Company or their respective subsidiaries, including retaining, using or disclosing the Personal Information for a commercial purpose other than the business purposes specified in the Agreement, or as otherwise required or permitted by applicable law; (iii) retain, use or disclose the Personal Information outside of the direct business relationship between BASP and HoldCo, the Company or their respective subsidiaries; or (iv) combine the Personal Information with personal information BASP receives from or on behalf of a third party (or third parties), provided that BASP may combine the Personal Information as

permitted by applicable law. HoldCo, the Company and their respective subsidiaries shall enter into any further agreement reasonably requested by BASP for purposes of compliance with applicable law with respect to Personal Information. In case of any conflict between this Agreement and any such further written agreement with regard to the processing of Personal Information, such further agreement shall prevail. The Company may, subject to BASP’s prior written consent, reasonably monitor BASP’s compliance with its obligations under this Section 4(e) as necessary to comply with applicable law. For purposes of this Agreement, “Data Science Services” means (i) developing raw (unmodified) and derivative data products for potential marketing to the Company’s customers or for other potential uses related to the Company enhancing the products or services the Company provides to its customers, (ii) undertaking investment sourcing, due diligence, and business operational improvement projects at the Company or the Company’s affiliates, or (iii) performing other data analytics or processing services for or on behalf of the Company or the Company’s affiliates, and “Personal Information” means any information relating to an identified or identifiable natural person made available by or on behalf of the Company, HoldCo or their respective subsidiaries to BASP pursuant to the Agreement, including, but not limited to, information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular individual or household. Notwithstanding the foregoing, if any of the above obligations of BASP are required for BASP to be deemed a “service provider” under the California Privacy Rights Act of 2020 (“CPRA”) but are not required for BASP to be deemed a “service provider” under the California Consumer Privacy Act of 2018, then BASP shall not be in breach of this Section 4(e) for failing to perform any such obligations with respect to any Personal Information provided to BASP prior to January 1, 2022. Further, with respect to any Personal Information provided to BASP on or after January 1, 2022, this Agreement hereby incorporates by reference all provisions that are required by the CPRA to be included in any agreement between a “business” and a “service provider” (each as defined in the CPRA).

SECTION 5. Indemnification.

(a) General. Subject to Section 6(d), HoldCo and the Company, on a joint and several basis, shall indemnify and hold harmless each Manager, BASP, their affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an “Indemnified Party”) from and against any and all actions, suits, proceedings, investigations, losses, demands, claims, damages, liabilities, costs, charges and expenses (including, without limitation, reasonable and documented attorneys’ fees and expenses and any other reasonable and documented litigation-related expenses), including in connection with seeking indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection with (A) any breach of this Agreement by HoldCo or the Company, (B) the gross negligence, willful misconduct or fraud of the HoldCo, the Company or any of their respective affiliates, officers, directors, employees, agents or representatives, or (C) any third party claims to the extent arising out of or in connection with the Ops Support, Data Science Services or any other services contemplated by this Agreement or any other agreement entered into with the Company or HoldCo or any of their respective affiliates or the engagement of the Managers or BASP pursuant to, and the performance of the Ops Support, Data Science Services or any other services contemplated by this Agreement or any other similar agreement with the Company, HoldCo or any of their respective affiliates, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any

liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated, brought or threatened by the Company or any other party. HoldCo and the Company on a joint and several basis shall reimburse any Indemnified Party for all costs and expenses (including reasonable and documented attorneys’ fees and expenses and any other reasonable and documented litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any such pending or threatened action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any such matter related to or arising therefrom, whether or not such Indemnified Party is a party thereto. The Company and HoldCo each agrees that it shall not, without the prior written consent of the Indemnified Party, directly or indirectly settle, compromise or consent to the entry of any judgment in any pending or threatened action, claim, demand, suit, investigation or proceeding contemplated by this Section 5 (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, known or unknown, without future obligation or prohibition on the part of the Indemnified Party, related to, arising out of or in connection with such action, claim, suit, investigation or proceeding, and does not contain an admission of guilt or liability on the part of the Indemnified Party. The Company and HoldCo will not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party that is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the breach, gross negligence, willful misconduct or fraud of such Indemnified Party. The reasonable and documented attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company or HoldCo as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is judicially determined by a final, non-appealable judgment of a court of competent jurisdiction that the Liabilities in question resulted solely from the breach, gross negligence, willful misconduct or fraud of such Indemnified Party.

(b) Primary, Non-Exclusive Rights. The rights of an Indemnified Party to indemnification hereunder will be in addition to any other rights and remedies any such person may have under any other agreement or instrument to which the Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under any law or regulation. In that regard, each of HoldCo and the Company acknowledges and agrees that each of HoldCo and the Company will be fully and primarily responsible for the payment to an Indemnified Party in respect of indemnification or advancement of expenses in connection with any jointly indemnifiable claim (as defined below), pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnified Party may have from the Indemnitee-related entities (as defined below). Under no circumstance shall either the Company or HoldCo be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the Indemnified Party may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Party or the obligations of either the Company or HoldCo hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the Indemnified Party in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party against either the Company or HoldCo, and the Indemnified Party shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights,

including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. Each of the Company and HoldCo and each Indemnified Party agree that each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 5, entitled to enforce this Section 5 as though each such Indemnitee-related entity were a party to this Agreement.

(i) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which an Indemnified Party shall be entitled to indemnification or advancement of expenses from both the Indemnitee-related entities and each of the Company and HoldCo pursuant to the Delaware General Corporation Law, the Delaware Limited Liability Company Act or the Delaware Revised Uniform Partnership Act, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of either the Company or HoldCo or the Indemnitee-related entities, as applicable.

(ii) The term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, HoldCo or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise an Indemnified Party has agreed, on behalf of the Company or HoldCo or at the Company’s or HoldCo’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnified Party may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, either the Company or HoldCo may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

SECTION 6. Disclaimer, Opportunities, Release and Limitation of Liability.

(a) Disclaimer; Standard of Care. Each of the Managers and BASP makes no representations or warranties, express or implied, in respect of the Ops Support, Data Science Services or any other service to be provided hereunder or under any other agreement with HoldCo or the Company. In no event will any Manager, BASP or any Indemnified Party be liable to HoldCo, the Company or any of their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute a breach, gross negligence, willful misconduct or fraud of such Manager or BASP, as applicable, as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Freedom to Pursue Opportunities. In recognition that Blackstone and its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which Blackstone or its affiliates or employees may serve as an advisor, a director or in some other capacity, in recognition that Blackstone and its affiliates have myriad duties to various investors and partners, in anticipation that HoldCo, the Company and their respective subsidiaries, on the one hand, and Blackstone (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by HoldCo, the Company and their respective subsidiaries hereunder, and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 6(b) are set forth to regulate, define and guide the conduct of certain affairs of HoldCo, the Company and their respective subsidiaries as they may involve Blackstone. Except as Blackstone or the Managers may otherwise agree in writing after the date hereof:

(i) Blackstone and its affiliates shall have the right: (A) directly or indirectly to engage in any business and invest in debt, equity or other securities of, or provide advice to, any company or other entity, including, without limitation, any company, entity, business activities or lines of business that are the same as or similar to those pursued by, or competitive with, HoldCo, the Company and their respective subsidiaries; (B) directly or indirectly to do business with any client or customer of HoldCo, the Company and their respective subsidiaries; (C) to take any other action that Blackstone believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 6(b); and (D) not to present potential transactions, matters or business opportunities to HoldCo, the Company or any of their respective subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person.

(ii) Blackstone and its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to HoldCo, the Company or any of their respective affiliates or to refrain from any actions specified in Section 6(b)(i) hereof, and HoldCo and the Company, on their own behalf and on behalf of their affiliates, hereby irrevocably waives any right to require Blackstone or any of its affiliates to act in a manner inconsistent with the provisions of this Section 6(b).

(iii) Neither Blackstone nor any of its affiliates shall be liable to HoldCo, the Company or any of their respective affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6(b) or of any such person’s participation therein.

(c) Release. Each of HoldCo and the Company hereby irrevocably and unconditionally releases and forever discharges Blackstone, each Manager, BASP and their respective affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives from any and all liabilities, claims, causes of action, demands, actions, suits or proceedings related to, arising out of or in connection with the Ops Support, Data Science Services or any other services

contemplated by this Agreement or any other agreement with HoldCo or the Company or the engagement of the Managers or BASP pursuant to, and the performance of the Ops Support, Data Science Services or any other services contemplated by, this Agreement or any other agreement with HoldCo or the Company that HoldCo or the Company may have, or may claim to have, on or after the date hereof, except with respect to any act or omission that constitutes a breach, gross negligence, willful misconduct or fraud as determined by a final, non-appealable determination of a court of competent jurisdiction.

(d) Limitation of Liability. In no event will any Manager, BASP, any Indemnified Party, HoldCo or the Company be liable for (i) any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), related to, arising out of or in connection with the Ops Support, Data Science Services or any other services contemplated by this Agreement or any other agreement among the foregoing parties or the engagement of either Manager or BASP pursuant to, and the performance of the Ops Support, Data Science Services or any other services contemplated by, this Agreement or any other agreement that HoldCo or the Company may have, or may claim to have, with any Blackstone entity on or after the date hereof, except with respect to any act or omission that constitutes gross negligence, willful misconduct or fraud as determined by a final, non-appealable determination of a court of competent jurisdiction (provided, that, with respect to the liability of HoldCo and/or the Company, the foregoing shall not limit such damages to the extent such damages are awarded pursuant to a final, non-appealable determination of a court of competent jurisdiction for third-party claims) or (ii) in the case of the Managers, BASP and the Indemnified Parties, an amount in excess of the fees actually paid to the applicable Manager, BASP or the relevant Blackstone entity hereunder or under any other applicable agreement, except in the case of any such damages arising in connection with (x) gross negligence, willful misconduct or fraud of any Manager, BASP or any Indemnified Party, (y) breaches of Section 7(j) or (z) any party being required to pay any amounts in excess of such limit to a third party, in which case such damages under clauses (x), (y) and (z) in the aggregate shall not exceed three (3) times the total amount actually paid to the applicable Manager, BASP or the relevant Blackstone entity by HoldCo, the Company or any of their respective subsidiaries under this Agreement or other agreements entered into by HoldCo, the Company or any of their respective subsidiaries contemplated by this Agreement.

SECTION 7. Miscellaneous.

(a) Amendments. No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, will be effective unless it is in writing and signed by each of the parties hereto. Any amendment, waiver or consent will be effective only in the specific instance and for the specific purpose for which given. The waiver by any party of any breach of this Agreement will not operate as or be construed to be a waiver by such party of any subsequent breach.

(b) Notices. Any notices or other communications required or permitted hereunder shall be made in writing and will be sufficiently given if delivered personally or sent by email with confirmed receipt, or by overnight courier, addressed as follows or to such other address of which the parties may have given written notice:


	if to a Manager:

	c/o Blackstone Inc.
	345 Park Avenue
	New York, New York 10154
	Attention:	Peter Wallace
		Michael Staub
		Devon Rinker
	Email:	[email address]


	with a copy (which copy shall not constitute notice) to:

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017-3954
	Attention:	Elizabeth A. Cooper
		Michael Chao
		Erica Egenes
	Email:	[email address]


	if to HoldCo or the Company:

	Jersey Mike’s Holdco, LLC
	Jersey Mike’s Franchise Systems, LLC
	c/o Blackstone Inc.
	345 Park Avenue
	New York, New York 10154
	Attention:	Peter Wallace
		Michael Staub
		Devon Rinker
	Email:	[email address]


	with a copy (which copy shall not constitute notice) to:

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017-3954
	Attention:	Elizabeth A. Cooper
		Michael Chao
		Erica Egenes
	Email:	[email address]

Unless otherwise specified herein, such notices or other communications will be deemed received (i) on the date delivered, if delivered personally or sent by email, in each case with confirmed receipt and (ii) one business day after being sent by overnight courier.

(c) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all previous oral and written (and all contemporaneous oral) negotiations, commitments, agreements and understandings relating hereto.

(d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

(e) Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees than any action, directly or indirectly, arising out of, under or relating to this Agreement or the Transactions shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (i) of this paragraph (e), (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any claim or action directly or indirectly arising out of, under or in connection with this Agreement, the Transactions or the services contemplated hereby.

(f) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by HoldCo or the Company without the prior written consent of the Managers; provided, however, that any Manager may assign or transfer its duties or interests hereunder to any of its affiliates at the sole discretion of such Manager. Subject to the foregoing, the provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the next sentence, no person or party other than the parties hereto and their respective successors or permitted assigns is intended to be a beneficiary of this Agreement. The parties acknowledge and agree that each Manager and its respective affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives are intended to be third-party beneficiaries under Sections 3, 4, 5 and 6 hereof, as applicable.

(g) Counterparts. This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together will be deemed to constitute one and the same instrument.

(h) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(i) Payments. Each payment made by HoldCo or the Company pursuant to this Agreement shall be paid by wire transfer of immediately available funds to such account or accounts as specified by the applicable Manager or the relevant recipient to the Company prior to such payment.

(j) Confidentiality. Without the prior written consent of the Managers, HoldCo and the Company will not, and will not permit its parent holding company to, in either case directly or indirectly, disclose to any other person (other than employees and directors) this Agreement or the terms hereof or any of the terms, conditions or other facts with respect to any services provided hereunder, except such disclosure that, upon the advice of counsel, must be made in order to comply with applicable law, regulation or legal or judicial process. The term “person” as used in this letter agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or other entity or individual.

(k) Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(l) Independence of the Managers. For the avoidance of doubt, the services to be provided under this Agreement (and any other agreements discussed herein) will be provided by the Managers or their affiliated designees in their independent capacities. Nothing in this Agreement (or any other agreements discussed herein) is intended to create, nor creates, any relationship, express or implied, among any parties beyond the explicit parties hereto, except pursuant to Section 7(f) above.

[Signature Pages Follow]

The undersigned have executed, or have caused to be executed, this Administrative Services Agreement as of the date first written above.


	BLACKSTONE MANAGEMENT PARTNERS L.L.C.


	By:	/s/ Peter Wallace
		Name: Peter Wallace
		Title: Senior Managing Director


	BLACKSTONE PRIVATE INVESTMENTS ADVISORS L.L.C.


	By:	/s/ Christopher Striano
		Name: Christopher Striano
		Title: Chief Financial Officer

The undersigned have executed, or have caused to be executed, this Administrative Services Agreement as of the date first written above.


	JERSEY, MIKE’S HOLDCO, LLC


	By:	/s/ Peter Cancro
		Name: Peter Cancro
		Title: President, Chief Executive Officer, Secretary and Treasurer


	JERSEY_MIKE’S FRANCHISE SYSTEMS, LLC


	By:	/s/ Peter Cancro
		Name: Peter Cancro
		Title: President, Chief Executive Officer, Secretary and Treasurer

Exhibit 10.8

INVESTOR INFORMATION AGREEMENT

This INVESTOR INFORMATION AGREEMENT (this “Agreement”) is dated as of January 16, 2025 and is between Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (together with its successors, “HoldCo”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HoldCo (together with its successors, the “Company”), Blackstone Capital Partners IX L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and its alternative investment vehicles, “Fund 1”), and Blackstone Private Equity Strategies Fund L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and its alternative investment vehicles, “Fund 2 “).

BACKGROUND

Each Fund, an investment fund affiliated with Blackstone Inc. (“Blackstone”), has invested in HoldCo. In consideration thereof and of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1. Reimbursements.

(a) General. The Company will pay, or cause to be paid, directly (or else reimburse) each Fund and its respective affiliates for their respective Out-of-Pocket Expenses (as defined below). For the purposes of this Agreement, the term “Out-of-Pocket Expenses” means the reasonable and documented out-of-pocket costs and expenses incurred by each Fund and its respective affiliates for the benefit and on behalf of HoldCo, the Company or any of their respective subsidiaries in connection with (i) transactions entered into, or contemplated to be entered into, by HoldCo, the Company or any of their respective subsidiaries, or (ii) regulatory filing obligations of HoldCo, the Company or any of their respective subsidiaries or any successor,including in the case of clauses (i) or (ii), without limitation, (A) fees and disbursements of any independent and unaffiliated professionals and organizations, including independent accountants, outside legal counsel and other consultants, retained in connection therewith by Fund 1, Fund 2 or any of their respective affiliates, (B) costs of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services, retained or used by Fund 1, Fund 2 or any of their respective affiliates in connection therewith, and (C) transportation and per diem cost in connection with travel to and from Blackstone’s offices and other locations on business related to HoldCo or its subsidiaries. All payments or reimbursements for Out-of-Pocket Expenses will be made within 20 days of the request for payment or reimbursement.

(b) Transaction Expenses. In order to facilitate the transactions (the “Transactions”) contemplated by that certain Equity Purchase Agreement, dated as of November 8, 2024 (as amended, supplemented or modified in accordance with its terms, the “Transaction Agreement”), by and among Submarine Buyer LLC, a Delaware limited liability company (“Purchaser”), the Company (then known as Jersey Mike’s Franchise Systems, Inc.), Jersey Shore Construction LLC, Jersey Mike’s Inc. (the “Principal Seller”), and Peter Cancro, solely for the limited purposes set forth therein (together with the Principal Seller, the “Sellers”), Purchaser (or affiliates of Purchaser, including the Funds) may have engaged certain advisors and incurred certain expenses for the benefit of the Company in connection with the Transactions (the “Reimbursable Expenses”). Each of HoldCo and the Company shall reimburse Purchaser (or its designee) for such Reimbursable Expenses, as well as all other reasonable and documented out-of-pocket expenses (which, in the case of air travel, shall be limited to the expenses of travelling on a commercial airline) incurred by Purchaser or its affiliates (including for all purposes under this Agreement, for the avoidance of doubt, the Funds) in connection with the Transactions, including for services provided by Purchaser’s advisors in connection with the Transactions. In respect of any such expenses that have not yet been paid, in lieu of being reimbursed Purchaser may elect to direct HoldCo and the Company to instead pay such expenses directly to the party to whom the expense is owing. Each of HoldCo and the Company expects significant synergistic, operational, financial and strategic benefits from the Transactions and the Reimbursable Expenses. Each of HoldCo and the Company has agreed to pay such Reimbursable Expenses to obtain and achieve certain benefits as a result of the Transactions, including the opportunity to partner with, and benefit from the industry experience of Purchaser and its affiliates. For the avoidance of doubt, the reimbursement or payment of the Reimbursable Expenses described in this paragraph does not (i) require a direct transfer of cash from the Company or HoldCo to Purchaser for costs that are paid at closing or (ii) modify or alter the terms set forth in the Transaction Agreement with respect to payment of transaction expenses. For costs that have been paid by Purchaser or its affiliates prior to closing, reimbursement by HoldCo or the Company is required to support that HoldCo and the Company bear the economic burden of such costs.

(c) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, any payment or expense reimbursement pursuant to this Section 1 shall be without duplication of any payment or expense reimbursement to the extent actually paid by HoldCo, the Company or any of their respective subsidiaries to any Manager, any Fund or any of their respective affiliates or the Purchaser (or its affiliates or designees) pursuant to that certain Administrative Services Agreement, dated as of the date hereof, by and among HoldCo, Company, Blackstone Management Partners L.L.C. and Blackstone Private Investments Advisors L.L.C. (together, the “Managers”).

SECTION 2. Tax and Other Information and Reporting Responsibilities.

(a) Tax-Related Information – General. HoldCo will promptly make available to each Fund and its respective affiliates all books, records and files of HoldCo, the Company, its subsidiaries and any Portfolio-Level Holding Company, as defined below (collectively, the “Portfolio Group”) with respect to tax matters as may be reasonably requested by Blackstone and shall use reasonable efforts to comply with any requests by either Fund or its respective affiliates for any tax-related information (including any applicable state withholdings) of the Portfolio Group. A “Portfolio-Level Holding Company” means any entity (i) which owns, directly or

indirectly, all or a portion of the equity of the Company and (ii) in which each of Fund 1 and Fund 2 and the Company’s management own, directly or indirectly, all or a portion of the equity.

(c) Tax-Related Information – Pass-Through Entities. With respect to any Portfolio-Level Holding Company that is treated as a pass-through entity for U.S. federal income tax purposes and, in the case of HoldCo, if it is treated as pass-through entity for U.S. federal income tax purposes, HoldCo will deliver to Fund 1 and Fund 2 the following information with respect to each such entity: (i) on or prior to each of March 15 (Q1), May 15 (Q2) and August 15 (Q3), and October 15 (Q4), estimates of year to date taxable income for the taxable period just completed as set forth in parentheses; (ii) and on or prior to February 15 of the following year, estimates of full year taxable income for the preceding taxable year, with an updated estimate to be delivered by April 1; and (iii) within 210 days after the entity’s year-end, a final Schedule K-1 for such taxable year, along with copies of all other federal, state and local income tax returns or reports filed by the entity for such year as may be required as a result of the operations of the entity, a schedule of book-tax differences for the immediately preceding tax year and such other tax information as shall be reasonably necessary for the preparation by each Fund or its respective affiliates of its federal, state and local income tax returns and other tax information reporting. In each case, the information provided by each such entity shall include the separate allocation of fixed, determinable, annual or periodical income, effectively connected income, unrelated business taxable income, long-term capital gains and losses, “section 1231” gains and losses, and all other separately stated items, state apportionment information, gross receipts tax information, and such other tax information as may be reasonably requested by each Fund from time to time.

(d) CFC and PFIC Status and Information. Each member of the Portfolio Group shall provide to Fund 1 and Fund 2 such information as Fund 1 or Fund 2 may reasonably request at any time or from time to time in order to permit Fund 1 and Fund 2 (i) to determine whether any member of the Portfolio Group has been or may become a “passive foreign investment company” (a “PFIC”) or a “controlled foreign corporation” (or a corporation having a similar status) for purposes of the Code and (ii) to determine the consequences to Fund 1 and Fund 2 or any of its direct or indirect investors of such status. If any member of the Portfolio Group is determined to be a PFIC, HoldCo shall, if applicable, provide to Fund 1 and Fund 2 such information reasonably necessary to make or maintain any election available under the Code related to PFIC status, including a “qualified electing fund” (“QEF”) election. Information necessary to permit Fund 1 and Fund 2 (or its direct or indirect investors) to make a QEF election with respect to any member of the Portfolio Group shall be provided to Fund 1 and Fund 2 as soon as reasonably practicable after the end of each fiscal year and in no event later than 40 days after the end of the fiscal year of the relevant member of the Portfolio Group for which it is determined that such an election may be made.

(e) Portfolio Company Information. For so long as Fund 1 or Fund 2 directly or indirectly owns equity in HoldCo or the Company and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate each Fund’s and its respective affiliates’ compliance with legal and regulatory requirements applicable to the beneficial ownership by Fund 1 or Fund 2 or any of their respective affiliates of equity securities of HoldCo and/or the Company, each of HoldCo and the Company agrees promptly to provide each of Fund 1 and Fund 2 and its respective affiliates with such information concerning HoldCo, the Company and their respective subsidiaries, including its finances and operations, as Fund 1 or Fund 2 or such affiliates may from time to time request. In furtherance of the foregoing, HoldCo agrees to provide each of Fund 1 and Fund 2 and its respective affiliates, in addition to other information that might be requested by Fund 1 or Fund 2 or its affiliates from time to time, (i) direct access to HoldCo’s and the Company’s and their relevant subsidiaries’ auditors and officers, (ii) the ability to link Blackstone’s systems into HoldCo’s (or its relevant subsidiaries’) general ledger and other systems in order to enable Fund 1 and Fund 2 and their respective affiliates to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Funds or their respective affiliates, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of HoldCo, the Company and their respective subsidiaries and inspect the books and records of HoldCo, the Company and their respective subsidiaries, (v) copies of all materials provided to each of HoldCo’s, the Company’s and their respective subsidiaries’ board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of HoldCo, the Company and such subsidiary, (vi) access to appropriate officers and directors of HoldCo, the Company and their respective subsidiaries at such times as may be requested by Fund 1 or Fund 2, as the case may be, for consultation with each of Fund 1 and Fund 2 with respect to matters relating to the business and affairs of HoldCo, the Company and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of HoldCo, the Company or any of their respective subsidiaries, and to provide each of Fund 1 and Fund 2, respectively, with the right to consult with HoldCo, the Company and their respective subsidiaries with respect to such actions, and (viii) flash data, in a format to be prescribed by the Funds or their respective affiliates, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). HoldCo and the Company each agrees to consider, in good faith, the recommendations of each of Fund 1 and Fund 2 in connection with the matters on which HoldCo, the Company, or any of their respective subsidiary is consulted as described above. HoldCo and the Company each recognizes and confirms that Fund 1 and Fund 2 does not assume responsibility for the accuracy or completeness of the Information and such other information and is entitled to rely upon the Information without independent verification.

SECTION 3. Disclaimer, Opportunities, Release and Limitation of Liability.

(a) Freedom to Pursue Opportunities. In recognition that Blackstone and its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which Blackstone or its affiliates or employees may serve as an advisor, a director or in some other capacity, in recognition that Blackstone and its affiliates

have myriad duties to various investors and partners, in anticipation that HoldCo, the Company and their subsidiaries, on the one hand, and Blackstone (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by HoldCo, the Company and their subsidiaries hereunder, and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 3(a) are set forth to regulate, define and guide the conduct of certain affairs of HoldCo, the Company and their subsidiaries as they may involve Blackstone. Except as Blackstone or Fund 1 or Fund 2 may otherwise agree in writing after the date hereof:

(i) Blackstone and its affiliates shall have the right: (A) directly or indirectly to engage in any business and invest in debt, equity or other securities of, or provide advice to, any company or other entity, including, without limitation, any company, entity, business activities or lines of business that are the same as or similar to those pursued by, or competitive with, HoldCo and its subsidiaries; (B) directly or indirectly to do business with any client or customer of HoldCo and its subsidiaries; (C) to take any other action that Blackstone believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 3(a); and (D) not to present potential transactions, matters or business opportunities to HoldCo or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person.

(ii) Blackstone and its affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to HoldCo or any of its affiliates or to refrain from any actions specified in Section 3(a)(i) hereof, and HoldCo, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require Blackstone or any of its affiliates to act in a manner inconsistent with the provisions of this Section 3(a).

(iii) Neither Blackstone nor any of its affiliates shall be liable to HoldCo or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 3(a) or of any such person’s participation therein.

SECTION 4. Miscellaneous.


	if to the Funds:

	Blackstone Capital Partners IX L.P. Blackstone Private Equity Strategies Fund L.P. c/o Blackstone Inc. 345 Park Avenue New York, New York 10154
	Attention:	Peter Wallace
		Michael Staub Devon Rinker
	Email:	[email address]

	with a copy (which copy shall not constitute notice) to:

	Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954
	Attention:	Elizabeth A. Cooper Michael Chao Erica Egenes
	Email:	[email address]

	if to HoldCo or the Company:

	Jersey Mike’s Holdco, LLC Jersey Mike’s Franchise Systems, LLC c/o Blackstone Inc. 345 Park Avenue New York, New York 10154
	Attention:	Peter Wallace Michael Staub Devon Rinker
	Email:	[email address]

	with a copy (which copy shall not constitute notice) to:

	Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954
	Attention:	Elizabeth A. Cooper Michael Chao Erica Egenes
	Email:	[email address]

(e) Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees than any action, directly or indirectly, arising out of, under or relating to this Agreement or the Transactions shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (i) of this paragraph I, (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any claim or action directly or indirectly arising out of, under or in connection with this Agreement, the Transactions or the services contemplated hereby.

(f) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by HoldCo or the Company without the prior written consent of the Funds; provided, however, that (i) each Fund may assign or transfer its duties or interests hereunder to any of its affiliates at the sole discretion of such Fund, and (ii) each Fund may, to the extent necessary to maintain venture capital operating company status, assign, on a “shared basis”, its rights under Section 2 to any affiliated private equity fund. Subject to the foregoing, the provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the next sentence, no person or party other than the parties hereto and their respective successors or permitted assigns is intended to be a beneficiary of this Agreement. The parties acknowledge and agree that each Fund and its respective affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives as well as any assignee(s) of such Fund as described in clause (ii) above, are intended to be third-party beneficiaries under Sections 1, 2 and 3 hereof, as applicable.

(i) Payments. Each payment made by HoldCo or the Company pursuant to this Agreement shall be paid by wire transfer of immediately available funds to such account or accounts as specified by the applicable Fund or the relevant recipient to HoldCo or the Company prior to such payment.

(j) Confidentiality. Without the prior written consent of the Funds, HoldCo and the Company will not, and will not permit its parent holding company to, in either case directly or indirectly, disclose to any other person (other than employees and directors) this Agreement or the terms hereof or any of the terms, conditions or other facts with respect to any services provided hereunder, except such disclosure that, upon the advice of counsel, must be made in order to comply with applicable law, regulation or legal or judicial process. The term “person” as used in this letter agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or other entity or individual.

(k) Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

[Signature Pages Follow]

The undersigned have executed, or have caused to be executed, this Investor Information Agreement as of the date first written above.


	BLACKSTONE CAPITAL PARTNERS IX L.P.

	By:	Blackstone Management Associates IX L.P., its general partner

	By:	BMA IX L.L.C., its general partner


	By:	/s/ Peter Wallace
		Name: Peter Wallace
		Title: Senior Managing Director


	BLACKSTONE PRIVATE EQUITY STRATEGIES FUND L.P.

	By:	Blackstone Private Equity Strategies Associates L.P., its general partner

	By:	BXPEA L.L.C., its general partner


	By:	/s/ Christopher Striano
		Name: Christopher Striano
		Title: Senior Managing Director

The undersigned have executed, or have caused to be executed, this Investor Information Agreement as of the date first written above.


	JERSEY MIKE’S HOLDCO, LLC


	By:	/s/ Peter Cancro
		Name: Peter Cancro
		Title: President, Chief Executive Officer, Secretary and Treasurer


	JERSEY_MIKE’S FRANCHISE SYSTEMS, LLC


	By:	/s/ Peter Cancro
		Name: Peter Cancro
		Title: President, Chief Executive Officer, Secretary and Treasurer

Exhibit 10.10

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated April 23, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Charlie Morrison (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief Executive Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment, to commence on April 28, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall commence employment with the Company for a period commencing on the Effective Date, on the terms and subject to the conditions set forth in this Agreement and until terminated in accordance with Section 5 of this Agreement (the “Employment Term”). Executive acknowledges and agrees that Executive’s employment with the Company is at-will (it being understood that Executive is eligible for severance benefits in the event of Executive’s employment is terminated under Section 5(c)(i) or Section 5(d) hereof, subject to the terms and conditions set forth in Section 5). Executive further acknowledges and agrees that nothing in this Agreement gives Executive the right to remain an employee of the Company or any member of the Company Group (as defined below).

2. Position, Duties, Authority, Principal Work Location and Policies.

(a)

During the Employment Term, Executive shall serve as the Chief Executive Officer of the Company. In such position, Executive shall have such duties, functions, responsibilities and authority as assigned to Executive by the Company from time to time. Executive shall report directly to the board of managers of Jersey Mike’s HoldCo, LLC (such entity, “HoldCo” and such board, the “Board”). During the Employment Term, Executive shall also serve as a member of the Board and shall have the powers, authorities, duties and responsibilities usually vested in such positions at a privately-held portfolio company of a private equity sponsor-backed fund, except that the Executive shall recuse himself from any and all matters concerning his employment, compensation, or equity (or as otherwise appropriate to satisfy Executive’s fiduciary duties).

(b)

conflict with Executive’s duties or services to the Company Group or otherwise materially affect the performance of Executive’s duties to the Company; provided, however, (i) the Executive shall be permitted to serve on a board of directors (or similar body) of other non-competitive business entities with the Board’s prior written consent (which consent shall not be unreasonably withheld); it being acknowledged that the Board hereby consents to the Executive continuing his participation and services as a member of any board of directors (or similar bodies) on which the Executive currently serves as of the date hereof (as disclosed by the Executive in writing to the Company prior to the date hereof),(ii) with the prior written approval of the Company, serving on the board of directors (and board committees) of non-profit organizations; (iii) participating in charitable, civic, educational, professional, community or industry affairs; and (iv) managing Executive’s passive personal investments, so long as such activities do not, in the aggregate, interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict.

(c)

Executive’s principal work location shall be at the Company Group’s headquarters, which will be in Manasquan, New Jersey. It is expected that the Executive shall primarily work from the Company’s headquarters, and may work remotely, as long as such remote work location does not materially interfere with Executive’s duties hereunder. Executive acknowledges that Executive may be required to travel on business in connection with the performance of Executive’s duties hereunder (in addition to travel to and from the Company’s headquarters).

(d)

Executive’s employment is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time.

3. Compensation.

(a)

Base Salary. During the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary (“Base Salary”) at the annual rate of $1,100,000, pro-rated for any partial year of employment and payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s Base Salary shall be subject to change as may be determined from time to time in the Company’s sole discretion.

(b)

Annual Bonus. During the Employment Term, Executive shall participate in the Company’s annual bonus program and shall be eligible to earn an annual bonus award (an “Annual Bonus”), with a target amount equal to 100% of Base Salary. The Annual Bonus shall be determined by the Board based on the achievement of certain performance objectives in a given year, as determined by the Board after consultation with the Executive; provided, however, that for fiscal year 2025 the Executive shall receive a guaranteed Annual Bonus equal to 100% of Base Salary pro-rated for his partial year of employment (the “2025 Bonus”). Any Annual Bonus earned under this Section 3(b) (including the 2025 Bonus) shall be paid to Executive within two and one-half months after the end of the applicable fiscal year, provided that Executive remains employed by the Company in good standing through the applicable payment date and has not delivered a Notice of Termination (as defined below) prior to such payment date. No Annual Bonus shall be payable in respect of any fiscal year (or other performance period) in which Executive’s employment is terminated, except to the extent provided in Section 5.

(c)

Incentive Equity. As soon as practicable following commencement of the Executive’s employment hereunder, Executive will receive a grant of 86,489,304 Class B Units (i.e., profits interests) of Jersey Mike’s Management Aggregator LLC (“Issuer”) under an equity incentive plan to be adopted and approved by the Board (the “Incentive Plan”). One-third of such Class B Units will be subject to time-based vesting and the remaining two-thirds of such Class B Units will be subject to performance-based vesting. The terms the Class B Units to be issued to Executive will be governed by the Incentive Plan, an award agreement to be entered into by Executive (substantially in the form attached hereto as Exhibit I), and the limited liability company agreements of Issuer and HoldCo.

4. Benefits.

(a)

General. During the Employment Term, Executive generally shall be entitled to participate in the retirement, health and welfare benefit plans, practices, policies and arrangements of the Company Group as in effect from time to time (collectively, “Employee Benefits”), in accordance with the terms and conditions of such arrangements. During the Employment Term, the Executive shall be entitled to utilize a corporate apartment and an automobile (at an aggregate expense to the Company not to exceed $15,000 per month), in each case, leased and provided by the Company, when traveling to the Company Group’s headquarters.

(b)

Vacation. Executive shall be entitled to paid vacation on the same basis generally as other senior executives of the Company Group pursuant to the applicable Company vacation policy, plan or regular practice, as may be modified from time to time.

(c)

Reimbursement of Business Expenses; Travel Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then-prevailing business expense policy (which shall include, without limitation, appropriate itemization and substantiation of expenses incurred). In addition, to the extent Executive travels more than twenty-five (25) miles from a personal residence to an office location of the Company Group, the Company shall reimburse Executive for reasonable travel expenses incurred by Executive in connection with Executive’s travel to and from the Company Group’s offices in connection with carrying out Executive’s duties and responsibilities under this Agreement (subject to appropriate itemization and substantiation of expenses incurred). The Company shall also provide Executive with access to 50 hours of private air travel per year through a company specializing in private aircraft services (such as Net Jets or an equivalent) for the purpose of commuting to and from the Company Group’s offices from a personal residence.

5. Termination.

(a)

The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason in the manner set forth in this Section 5; provided, that Executive shall be required to give the Company at least 60 days’ advance written notice of any termination by Executive (the “Notice Period”). Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company; provided, that Executive’s rights under any applicable equity plan and equity incentive award agreement shall, in each case, be governed exclusively by such applicable plan or agreement, as applicable.

(b)

By the Company for Cause or by Executive without Good Reason.

(i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect upon written notice and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason.

(ii) For purposes of this Agreement, “Cause” shall mean Executive’s: (A) material failure to substantially perform Executive’s duties or obligations as an employee or agent of the Company Group, which failure has not been cured within 10 days after receiving written notice of such failure; (B) material failure to carry out, or comply with, any lawful directive of the Company, any other member of the Company Group, or the Board, which failure has not been cured within 10 days after receiving written notice of such failure; (C) commission at any time of any act or omission that results in, or may reasonably be expected to result in, a conviction, guilty plea, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any (x) felony or (y) crime involving moral turpitude, theft, fraud, dishonesty or misrepresentation; (D) Executive’s excessive absenteeism not related to authorized leave that materially interferes with the performance of Executive’s duties hereunder, other than due to a physical or mental impairment that, with the passage of time, would constitute a Disability, which absenteeism does not promptly cease after receiving notice of such absenteeism from the Board; (E) unlawful use (including being under the influence) or possession of illegal drugs on the premises of any member of the Company Group or while performing Executive’s duties and responsibilities as an employee or agent of the Company Group; (F) commission at any time of any act of theft, fraud, embezzlement, misappropriation of property, information, or other assets, misconduct, conversion of assets of the Company Group, commission of any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its affiliates, or breach of fiduciary duty against any member of the Company Group (or any predecessor thereto or successor thereof); (G) the violation by Executive of any law regarding employment discrimination or sexual harassment, or any other unlawful act which subjects any member of the Company Group to payment or settlement of any claim on the basis of sex, age, race or other discrimination; or (H) a material breach of this Agreement or any other agreement with any member of the Company Group (including, without limitation, any breach of the restrictive covenants of any such agreement) or material breach of any written policy of the any member of the Company Group (which breach has not been cured (to the extent curable) within 10 days after receiving written notice ). Whether or not an event giving rise to “Cause” occurs will be determined by the Board (excluding the Executive) in its reasonable judgment and in good faith. In the event that the Company discharges the Executive for Cause, the Board (excluding the Executive) must (on or before the effective date of Executive’s termination) advise Executive in writing of its decision to terminate for Cause and the basis for such decision.

(iii) If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A) Base Salary through the date of termination;

(B) reimbursement, within 60 days following receipt by the Company of Executive’s claim for such reimbursement (including appropriate supporting documentation), for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to Executive’s termination; provided, that such claims for such reimbursement are submitted to the Company within 90 days following the date of Executive’s termination of employment; and

(C) such Employee Benefits (other than with respect to annual or quarterly bonuses, incentive plans and severance benefits), if any, to which Executive may be entitled, payable in accordance with the terms and conditions of plan, program and policies (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”).

Following such termination of Executive’s employment by the Company for Cause, except as set forth in this Section 5(b)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(iv) If Executive resigns for any reason other than Good Reason, provided that Executive will be required to comply with the Notice Period requirement in Section 5(a), Executive shall be entitled to receive the Accrued Rights. During the Notice Period, and subject to the following sentence, Executive shall continue to perform Executive’s duties and obligations under Section 2 hereto as reasonably requested by the Company. In lieu of all or any portion of the Notice Period, the Company, at its sole election, may elect either to (x) pay to Executive Base Salary in lieu of notice (in which case, Executive’s employment shall terminate on the date so elected by the Company) or (y) place Executive on “garden leave” (such period, if elected, the “Garden Leave Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) receive continued Base Salary and medical benefits, but will not be eligible to earn other compensation, including incentive compensation, commissions, or grants of equity incentives or other awards during the Garden Leave Period. Following the effective date of termination due to resignation by Executive for any reason other than Good Reason, except as set forth in this Section 5(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Nothing in this paragraph, including the provisions concerning any Garden Leave Period, is intended to alter or diminish any right or entitlement of the Executive to the Accrued Rights in accordance with the first sentence of this paragraph.

(c)

Disability or Death.

(i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company at a time when Executive has a Disability (as defined below), with immediate effect and (B) shall terminate automatically upon Executive’s death.

Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company).

(iii) Upon termination of Executive’s employment hereunder as a result of Executive’s death or by the Company at a time when Executive has a Disability, Executive or Executive’s estate, survivors or beneficiaries (as the case may be) shall be entitled to receive:

(A) the Accrued Rights;

(B) any Annual Bonus earned, but unpaid, in respect of any completed bonus period as of the date of termination, paid in accordance with Section 3(b) (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company, in which case such payment shall be made in accordance with the terms and conditions of such deferred compensation arrangement) (the “Prior Bonus”); and

(C) No later than two and one-half months after the end of the applicable performance period, a pro-rata portion of the Annual Bonus payable for such performance period in which such termination occurs, based on the achievement of the actual performance objectives and targets for such performance period and a fraction, the numerator of which is the number of days during such performance period up to and including the date of termination of Executive’s employment and the denominator of which is the number of days in such performance period. In the case of a Disability of the Executive, the payments provided under this paragraph (C) shall be subject to Executive’s continued compliance with Section 6, Section 7 and Section 8 hereof,

Following such termination of Executive’s employment hereunder as a result of Executive’s death or by the Company at a time when Executive has a Disability, except as set forth in this Section 5(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)

By the Company Without Cause (other than by reason of death or Disability); Resignation by Executive for Good Reason.

(i) If Executive’s employment is terminated by the Company without Cause (other than as described in Section 5(c)(i)) or by Executive for Good Reason (as defined below), Executive shall be entitled to receive:

(A) the Accrued Rights;

(B) any Prior Bonus; and

(C) subject to Executive’s continued compliance with Section 6, Section 7 and Section 8, (i) an amount equal to twenty-four (24) months of then-current Base Salary paid in equal monthly installments in accordance with the Company’s standard payroll practices; and (ii) if Executive timely elects

continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company Group’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment pursuant to this Section 5(d)(i) (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (x) the 18-month anniversary of the date of termination, or (y) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income taxes, to pay the applicable portion of the monthly COBRA premium).

Following such termination of employment without Cause by the Company or a resignation by Executive for Good Reason, except as set forth in this Section 5(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii) Release. Amounts payable to Executive under Section 5(c)(iii)(C) or Section 5(d)(i)(B) and Section 5(d)(i)(C) (the “Conditioned Benefits”) are subject to (A) Executive’s (or Executive’s estate’s, survivors’ or beneficiaries’ (as the case may be)) execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit II (the “Release”), within 60 days following the date of termination and (B) the expiration of any revocation period contained in such Release. Further, to the extent that any of the Conditioned Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the 60-day period following the date of termination begins in one calendar year and ends in a second calendar year, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day (regardless of when the Release is delivered), after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(iii) For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s prior written consent: (A) a material reduction in Executive’s Base Salary (except for any across-the-board reductions applied to similarly situated Company employees); (B) a material diminution of Executive’s authority, duties or responsibilities (other than temporarily while physically or mentally incapacitated, temporarily if placed on “garden leave” pursuant to Section 5(b)(iv), or as required by applicable law) or (C) a material breach by the Company of this Agreement (excluding any events described in clauses (A) or (B) of this definition); provided, that no event or condition described in clauses (A), (B), or (C) will constitute Good Reason unless (x) Executive gives the Company written notice of such event or condition giving rise to Good Reason within 30 days after Executive first learns of such event or condition, (y) the Company fails to cure such event or condition within 30 days after receipt of such notice and (z) Executive resigns from employment within 30 days following the expiration of such cure period.

(e)

Notice of Termination; Board/Committee Resignation. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) pursuant to Section 5 of this Agreement shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Company’s board of managers or comparable governing body (and any committees thereof) and the board of managers or comparable governing bodies (and any committees thereof) of any other Company Group member. Failure to provide such resignation within 10 business days following the Company’s request shall result in forfeiture of the amounts otherwise payable under Section 5(d)(i) (other than the Accrued Rights).

(f)

Suspension. If the Company has reasonable grounds to believe that an event constituting Cause may have occurred, the Company shall have the right to suspend any or all of Executive’s duties, functions, responsibilities or authorities for a period not to exceed thirty (30) calendar days, or require Executive to take “garden leave” for such period not to exceed thirty (30) calendar days, and on such terms as it considers appropriate, including a requirement that Executive shall not be present on the Company’s premises or contact any of its suppliers, clients, business relations, customers or staff. Any suspension and/or garden leave pursuant to this Section 5(f) will be on full pay, and Executive’s benefits under this Agreement will continue to be provided.

(a)

Non-Competition. During the Employment Term and until the second anniversary of Executive’s termination of employment with the Company Group for any reason (the “Restricted Period”), Executive shall not, directly or indirectly, individually or on behalf of any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”) other than the Company Group, whether for compensation or otherwise (a) engage in any Restricted Business (as defined below), (b) enter into the employ of, or render any services to, any Person engaged in any Restricted Business, (c) have an ownership interest in any Person that engages, directly or indirectly, in any Restricted Business, or (d) other than in the context of the exercise of Executive’s rights and performance of Executive’s obligations as an employee of or other service provider engaged by the Company Group, interfere in any material respect with the business relationships existing during the Employment Term (whether formed prior to or after the date of this Agreement) between any member of the Company Group and any client, customer, vendor or supplier, or any similar business relationships, of the Company Group. Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as a passive investment, securities of any other Person if Executive does not, directly or indirectly, own 3%, in the aggregate, of any class of securities of

such other Person; provided further, that during the Employment Term, such exception shall only apply with respect to publicly traded securities. For purposes of this Agreement, (i) the “Restricted Area” shall mean within fifty (50) miles of any “Jersey Mike’s” store or office location in the United States as well as any foreign country, state, province or territory in which the Company Group operates or conducts business or (B) as of the effective date of Executive’s termination, has material and operative plans to operate or conduct business during the Restricted Period; and (ii) “Restricted Business” shall mean (A) any business which derives at least twenty percent (20%) of its gross annual revenue from the sale of submarine-style, deli-style sandwiches or wraps, and (B) the following businesses: Subway, Jimmy John’s, Firehouse Subs, Potbelly Subs, Planet Subs, McAlister’s Deli, Schlotzky’s, Arby’s, Panera Bread, and Mr. Goodcents (including, in each case, any affiliates of such businesses); provided that, during the Employment Term and until the first anniversary following Executive’s termination of employment, “Restricted Business” shall also include (in addition to the businesses described and businesses listed in the foregoing subclauses (A) and (B) hereof) any business that operates an interstate or international network of quick service or fast casual restaurants. Executive acknowledges that the geographic restrictions set forth in this Section 6(a) are reasonable and necessary to protect the goodwill of the business conducted by the Company Group.

(b)

Non-Solicitation of Employees. During the Restricted Period, Executive shall not, directly or indirectly, other than on behalf of the Company Group (i) solicit, induce or encourage, or attempt to solicit, induce or encourage, any employee, independent contractor or other service provider to terminate his or her relationship with the Company Group or (ii) hire, employ or otherwise engage any such individual; provided, that the foregoing shall not (A) prohibit Executive from engaging in general solicitations (including by use of a search firm or an employment agency) for employees or independent contractors or from hiring such individuals as a result of their response to such solicitation, so long as such solicitation is general in nature and does not specifically target such employees or independent contractors, or (B) apply with respect to any employee, independent contractor or other service provider whose employment or other engagement by the Company Group terminated at least 12 months prior to such solicitation, hiring, employment or engagement.

(c)

Customer Non-Solicitation; Non-Interference. During the Restricted Period, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other Person, (i) solicit or attempt to solicit franchisees or business from franchisees, (ii) solicit or attempt to solicit business from business partners, vendors, suppliers, area directors, distributors, licensees, licensors or other business relations of the Company Group in such manner as to cause, or that could reasonably be expected to cause, any material alteration or termination of such party’s business relations with the Company Group, (iii) interfere or attempt to interfere with the Company Group’s business relationship with its business partners, vendors, suppliers, franchisees, area directors, distributors, licensees, licensors or other business relations (including by making any disparaging statements about the Company Group), or (iv) submit, solicit, encourage or discuss any proposal, plan or offer to acquire an interest in any of the Company Group’s identified potential acquisition targets which are known to Executive or were otherwise identified during Executive’s Employment Term.

(d)

Non-Disparagement. Executive shall not, whether in writing (electronically or otherwise) or orally, malign, denigrate, or disparage any member of the

Company Group, or any of their respective predecessors or successors, or any of their respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives, with respect to any of their respective past or present activities, or otherwise publish (whether in writing (electronically or otherwise) or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. Nothing in this Section shall preclude the Executive from (i) during the Employment Term, performing his duties and responsibilities in good faith and in the ordinary course of business, or (ii) responding truthfully to a lawful subpoena or other compulsory legal process or providing truthful information otherwise required by law.

(e)

It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 6 to be reasonable and necessary to protect the Company’s legitimate business interests and of the Company’s contemplated grant of incentive equity interests to Executive, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(f)

The period of time during which the provisions of this Section 6 shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. The period of time during which the provisions of this Section 6 shall be in effect shall be reduced by the Garden Leave Period (if elected).

(g)

The provisions of this Section 6 shall survive the termination of Executive’s employment for any reason.

(h)

For the sake of clarity, the provisions set forth in Section 3(c)(iv), Section 3.1(c)(v), Section 3.1(c)(vi), Section 3.1(f), and Section 9.10 of the Second Amended and Restated Limited Liability Agreement of HoldCo, dated as of January 16, 2025 (as in effect as of the date hereof) regarding competitive actions are not intended to be applicable to the Executive.

7. Intellectual Property.

(a)

results or proceeds. For purposes of this Agreement, “Intellectual Property” means any intellectual property, including any idea, creation, invention, design, design patent, patent, copyright, trademark, trade dress, logo, goodwill, know-how, technique, technology, Trade Secret, strategic plan, software or program requirement, code, flow chart, diagram, supply source, drawing, blueprint, description, specification, sample, instruction, formula, invention, method, process, or other similar material.

(b)

Disclosure of Prior Inventions. Executive has identified on Exhibit III all inventions, ideas, and expressions of ideas relating in any way to the Restricted Business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company Group (“Prior Inventions, Ideas, and Expressions of Ideas”), and Executive represents that such list is complete. Executive agrees that Executive will not incorporate, or permit to be incorporated, such Prior Inventions, Ideas, and Expressions of Ideas in any Company Intellectual Property without the Company’s prior written consent. If there is no such list on Exhibit III, Executive represents that Executive has made no such Prior Inventions, Ideas, and Expressions of Ideas at the time of signing the Agreement.

(c)

Ownership of Company Inventions; Copyrights. Executive hereby agrees promptly to disclose and describe to the Company, and hereby assigns and agrees to assign to the Company or its designee, Executive’s entire right, title, and interest in and to all Intellectual Property, inventions, ideas, and expressions of ideas, including any associated intellectual property rights, that Executive may solely or jointly conceive, develop, or reduce to practice during the period of employment with the Company Group and any future inventions as described below (“Company Inventions”). Executive acknowledges that all original works of authorship that are made by Executive (solely or jointly with others) within the scope of employment and that are protectable by copyrights are “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. § 101). To the extent that any such works are not so considered a “work made for hire” under applicable law or copyrightable subject matter, then such works will be deemed, upon creation, to be assigned to the Company automatically without further compensation or action by either party, and Executive hereby assigns such works the Company.

(d)

Future Inventions. Executive recognizes that Company Inventions or Confidential Information relating to Executive’s activities while working for the Company and conceived or made by Executive, alone or with others, within one year after termination of employment may have been conceived in significant part while employed by the Company Group. Accordingly, Executive agrees that such post-employment inventions and proprietary information will be presumed to have been conceived during employment with the Company Group and are to be assigned to the Company automatically without further compensation or action by either party, and Executive hereby assigns such works the Company.

(e)

copyright, or other applications with respect thereto (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agents and attorneys in fact to act for and on Executive’s behalf and instead of Executive, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Executive.

(f)

Disclosure. Executive is hereby notified that the provisions of the Agreement do not apply to (i) any invention for which no equipment, supplies, facility, or Trade Secret information or Intellectual Property of the Company Group was used and which was developed entirely on Executive’s own time and (1) which does not relate (a) directly to the Restricted Business or (b) to the Company’s actual or demonstrably anticipated research or development, and (2) which does not result from any work performed by Executive for the Company Group or (ii) any Intellectual Property, to the extent such application would violate any applicable law.

8. Confidential Information.

(a)

Executive acknowledges that the Confidential Information obtained by Executive during the Employment Term is the property of the Company Group. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of any act or omission by Executive in violation of this letter; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process, or similar process, Executive shall (i) to the extent practicable and not prohibited by law, notify the Company promptly, and consult with and assist (to the extent practicable and not prohibited by law) the Company, at the Company’s expense, in seeking a protective order, (ii) in the event that such protective order is not obtained, or if the Company waives compliance with the terms hereof, disclose only that portion of the Confidential Information which is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof.

(b)

For purposes of the Agreement, “Confidential Information” includes all nonpublic information (whether a Trade Secret or not and whether proprietary or not) relating to the Company Group’s business, and its owners (including Sponsor, as defined in the Incentive Plan) or their family members, that the Company Group either treats as confidential, is of value to the Company Group, or is important to the Company Group’s business and operations, including but not limited to the following specific items: Trade Secrets, actual or prospective customers and customer lists; sales; actual and prospective pricing; rebate information; products; know-how; recipes; proprietary food preparation techniques; industrial engineering;

manufacturing processes, methods and techniques; research and development; designs, patents, trademarks, copyrights and any other intellectual property; information systems and software; business plans, budgets, forecasts and projections; negotiations and contracts; financial statements; loan agreements; raw materials, raw material usage and raw material costs; all cost and expense data regarding any area of the Company Group’s business; marketing strategies; information regarding the specific needs and requirements of the Company Group, its customers, vendors and suppliers; employment and personnel information, benefits and benefit plans and employee compensation; licenses; licensors; real and personal property leases and lease terms; legal matters; nonpublic information relating to the Company Group’s owners and their family members; any other nonpublic business information regarding the Company Group, including but not limited to any information or documents labeled “Confidential” or “Secret;” or any information, data or documents for which a reasonable person would know is of a confidential or proprietary nature, including but not limited to the Agreement and the negotiations leading to it.

Confidential Information does not include information that:

(i) Executive can demonstrate was already in the public domain when it was disclosed to Executive; or

(ii) Becomes part of the public domain under circumstances other than Executive’s direct or indirect unauthorized act or omission.

Nothing in the Agreement is intended to interfere with or discourage a good faith disclosure to any governmental entity related to a suspected violation of the law. Pursuant to the federal Defend Trade Secrets Act, Executive cannot and will not be held criminally or civilly liable under any federal or state trade secret law for disclosing otherwise protected trade secrets and/or confidential or proprietary information as long as the disclosure is made in (i) confidence to a federal, state, or local government official, directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) a complaint or other document filed in a lawsuit or other proceeding, as long as such filing is made under seal. The Company Group will not retaliate against the individual in any way for a disclosure made in accordance with the law. In the event a disclosure is made, and the individual files a lawsuit against the Company Group alleging that the Company Group retaliated against the individual because of Executive’s disclosure, Executive may disclose the relevant trade secret or confidential information to Executive’s attorney and may use the same in the court proceeding only if (i) Executive ensures that any court filing that includes the trade secret or confidential information at issue is made under seal; and (ii) Executive does not otherwise disclose the trade secret or confidential information except as required by court order.

(c)

Trade Secret. “Trade Secret,” is defined as set forth under the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., as amended, and all applicable state laws, including but not limited to the laws of the State of New Jersey, as amended, and will include information, without regard to form, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that is not commonly known by or available to the public and that: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by

proper means by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

9. Specific Performance. Executive acknowledges and agrees that the remedies of the Company Group at law for a breach or threatened breach of any of the provisions of Section 6 through Section 8 of this Agreement would be inadequate and the Company Group would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, any of the Company Group, without posting any bond, shall be entitled, in addition to any other remedy available at law or equity, to cease making any payments or providing any benefit otherwise required by this Agreement and may be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, upon any breach of Section 6 through Section 8 of this Agreement, Executive shall promptly return to the Company Group upon request all cash payments made to Executive pursuant to Section 5 (if any), less any amounts paid by Executive as taxes in respect of such payments (unless such taxes are actually recovered by Executive from the relevant governmental entity, in which case such tax amounts also shall be returned to the Company Group). Any determination under this Section 9 of whether Executive is in compliance with Section 6 through Section 8 hereof shall be determined based solely on the contractual provisions provided therein and the facts and circumstances of Executive’s actions without regard to whether the Company Group could obtain an injunction or other relief under the law of any particular jurisdiction.

10. Miscellaneous.

(a)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflicts of laws principles thereof that would direct the application of the law of any other jurisdiction.

(b)

Jurisdiction; Venue. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the State of New Jersey over any suit, action or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the courts of New Jersey, federal or state. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 10(i).

(c)

applicable prior invention assignment. In addition, if the Company Group is or becomes a party to one or more agreements with Executive related to the matters subject to Section 6, Section 7, or Section 8, such other agreement(s) shall remain in full force and effect and continue in addition to, and not in lieu of, this Agreement, including, without limitation, any covenants pertaining to confidentiality, nondisclosure, non-competition, intellectual property, non-solicitation and non-disparagement applicable to Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(d)

No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e)

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided herein and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to any Company Group member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer (except as provided for in Section 5(d)(i)(C)), self-employment or other endeavor.

(f)

Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(g)

Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or any parties of the business operations of the Company, or to any Company Group member. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

(h)

Compliance with Code Section 409A.

(i) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations.

(iii) Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (x) six months and one day after such separation from service and (y) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 10(h) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iv) Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (C) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit.

(v) For purposes of Code Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

(i) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.


	If to the Company:

	Jersey Mike’s Franchise Systems, Inc.
	2251 Landmark Place
	Manasquan, New Jersey 08736
	Attention:	General Counsel


	with a copy to (which shall not constitute notice)


	c/o Blackstone Inc.
	345 Park Avenue
	New York, New York 10154
	Attention:	Michael Staub
		Devon Rinker
	Email:	[email address]


	and

	c/o Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attention:	Gregory T. Grogan
		[email address]


	If to Executive:

	To the most recent address of Executive set forth in the personnel records of the Company.

(j)

Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider or that could restrict the ability of Executive to perform Executive’s duties hereunder. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement and related equity-based award agreements.

(k)

Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving any Company Group member (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by any Company Group member. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, the applicable Company Group member shall (i) use its reasonable efforts to minimize interruptions to Executive’s personal and professional schedule and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses. Executive agrees to promptly inform the Company Group if (i) Executive becomes aware of any claims that may be filed or threatened against the Company Group or its affiliates, other than as may be filed by Executive and (ii) to the extent Executive is legally permitted, if Executive is asked to assist in any investigation of the Company Group or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company Group or its affiliates with respect to such investigation, and shall not do so unless legally required.

(l)

Withholding Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(m)

Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The execution of this Agreement may be by actual, facsimile or electronic signature.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


	JERSEY MIKE’S FRANCHISE SYSTEMS, LLC


	/s/ Walter Tombs
	By: Walter Tombs
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

      EXECUTIVE

     

      /s/ Charlie Morrison

     

      Charlie Morrison

     

Exhibit 10.11

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated November 10, 2025, is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Michele Allen (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief Financial Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment to commence on December 2, 2025 (the “Effective Date”).

1. Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall commence employment with the Company for a period commencing on the Effective Date, on the terms and subject to the conditions set forth in this Agreement and until terminated in accordance with Section 5 of this Agreement (the “Employment Term”). Executive acknowledges and agrees that Executive’s employment with the Company is at-will. Executive further acknowledges and agrees that nothing in this Agreement gives Executive the right to remain an employee of the Company or any member of the Company Group (as defined below).

2. Position, Duties, Authority, Principal Work Location and Policies.

(a)

During the Employment Term, Executive shall serve as the Chief Financial Officer of the Company. In such position, Executive shall have such duties, functions, responsibilities and authority as assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer of the Company.

(b)

Executive will devote all of Executive’s business time and best efforts to the performance of Executive’s duties to the Company Group (excluding periods of approved time off or leave of absence) and will not engage in any other business activities that could conflict with Executive’s duties or services to the Company Group or otherwise materially affect the performance of Executive’s duties to the Company; provided, however, that the foregoing shall not prevent Executive from (i) with the prior written approval of the Company, serving on the board of directors (and board committees) of non-profit organizations; (ii) following the later of (x) the first anniversary of an initial public offering by the Company and (y) January 1, 2028, serving on the board of directors (and board committees) of one for-profit company that does not present any conflict of business or otherwise to your employment, the Company Group and/or its investors; (iii) participating in charitable, civic, educational, professional, community or industry affairs; and (iv) managing Executive’s passive personal investments, so long as such activities do not, in the aggregate, interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict.

(c)

Executive’s principal work location shall be at the Company Group’s headquarters, which are located in Manasquan, New Jersey as of the date hereof. Executive acknowledges that Executive may be required to travel on business in connection with the performance of Executive’s duties hereunder.

(d)

Executive’s employment is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time.

3. Compensation.

(a)

Base Salary. During the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary (“Base Salary”) at the annual rate of $800,000.00, pro-rated for any partial year of employment and payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s Base Salary shall be subject to change as may be determined from time to time in the Company’s sole discretion.

(b)

Annual Bonus. During the Employment Term, Executive shall participate in the Company’s annual bonus program and shall be eligible to earn an annual bonus award (an “Annual Bonus”), with a target amount equal to 75% of Base Salary. The Annual Bonus shall be determined based on the achievement of certain performance objectives in a given year, as determined by the board of managers of Jersey Mike’s HoldCo, LLC (such entity, “HoldCo” and such board, the “Board”); provided, however, that for fiscal year 2025 Executive shall receive a guaranteed Annual Bonus in an amount equal to $487,500 (the “2025 Bonus”). Any Annual Bonus earned under this Section 3(b) (including the 2025 Bonus) shall be paid to Executive within two and one-half months after the end of the applicable fiscal year, provided that Executive remains employed by the Company in good standing through the applicable payment date and has not delivered a Notice of Termination (as defined below) prior to such payment date. No Annual Bonus shall be payable in respect of any fiscal year (or other performance period) (including the 2025 Bonus) in which Executive’s employment is terminated, except to the extent provided in Section 5.

(c)

Incentive Equity. As soon as practicable following commencement of the Executive’s employment hereunder, Executive will receive a grant of 16,016,538 Class B Units (i.e., profits interests) of Jersey Mike’s Management Aggregator LLC (“Issuer”) under the Jersey Mike’s Management Aggregator LLC Equity Incentive Plan (the “Incentive Plan”). The terms of the Class B Units to be issued to Executive will be governed by the Incentive Plan, an award agreement to be entered into by Executive, and the limited liability company agreements of Issuer and HoldCo.

4. Benefits.

(a)

(b)

(c)

Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then‑prevailing business expense policy (which shall include, without limitation, appropriate itemization and substantiation of expenses incurred).

5. Termination.

(a)

(b)

By the Company for Cause or by Executive without Good Reason.

(ii) For purposes of this Agreement, “Cause” shall mean Executive’s: (A) failure to substantially perform Executive’s duties or obligations as an employee or agent of the Company Group, which failure has not been cured within 10 days after receiving written notice of such; (B) failure to carry out, or comply with, any lawful directive of the Company, any other member of the Company Group, or the Board; (C) commission at any time of any act or omission that results in, or may reasonably be expected to result in, a conviction, guilty plea, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any (x) felony or (y) crime involving moral turpitude, theft, fraud, dishonesty or misrepresentation; (D) Executive’s excessive absenteeism not related to authorized leave that materially interferes with the performance of Executive’s duties hereunder, other than due to a physical or mental impairment that, with the passage of time, would constitute a Disability; (E) unlawful use (including being under the influence) or possession of illegal drugs on the premises of any member of the Company Group or while performing Executive’s duties and responsibilities as an employee or agent of the Company Group; (F) commission at any time of any act of theft, fraud, embezzlement, misappropriation of property, information, or other assets, misconduct, conversion of assets of the Company Group, commission of any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its affiliates, or breach of fiduciary duty against any member of the Company Group (or any predecessor thereto or successor thereof); (G) violation of material policies or procedures of the Company Group, including Executive’s failure to pass a drug screening test administered by or at the direction of the Company or becoming habitually intoxicated or addicted to drugs or alcohol; (H) the temporary or permanent regulatory, governmental or administrative suspension, removal or prohibition of Executive from participating in any of the affairs of any member of the Company Group; (I) the violation by Executive of any law regarding employment discrimination or sexual harassment or any other act which subjects any member of the Company Group to payment or settlement of any claim on the basis of sex, age, race or other discrimination; or (J) material breach of this Agreement or any other agreement with any member of the Company Group

(including, without limitation, any breach of the restrictive covenants of any such agreement) or material breach of any written policy of the any member of the Company Group. Whether or not an event giving rise to “Cause” occurs will be determined by the Board in its sole discretion.

(iii) If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A)

Base Salary through the date of termination;

(B)

reimbursement, within 60 days following receipt by the Company of Executive’s claim for such reimbursement (including appropriate supporting documentation), for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to Executive’s termination; provided, that such claims for such reimbursement are submitted to the Company within 90 days following the date of Executive’s termination of employment; and

(C)

such Employee Benefits (other than with respect to annual or quarterly bonuses, incentive plans and severance benefits), if any, to which Executive may be entitled, payable in accordance with the terms and conditions of plan, program and policies (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”).

(iv) If Executive resigns for any reason other than Good Reason, provided that Executive will be required to comply with the Notice Period requirement in Section 5(a), Executive shall be entitled to receive the Accrued Rights. During the Notice Period, and subject to the following sentence, Executive shall continue to perform Executive’s duties and obligations under Section 2 hereto as reasonably requested by the Company. In lieu of all or any portion of the Notice Period, the Company, at its sole election, may elect either to (x) pay to Executive Base Salary in lieu of notice (in which case, Executive’s employment shall terminate on the date so elected by the Company) or (y) place Executive on “garden leave” (such period, if elected, the “Garden Leave Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) receive continued Base Salary and medical benefits, but will not be eligible to earn other compensation (including incentive compensation, commissions, or continued vesting in equity incentives or other awards). Following the effective date of termination due to Executive’s resignation for any reason other than Good Reason, except as set forth in this Section 5(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Nothing in this paragraph, including the provisions concerning any Garden Leave Period, is intended to alter or diminish any right or entitlement of the Executive to the Accrued Rights in accordance with the first sentence of this paragraph.

(c)

Disability or Death.

(ii) For purposes of this Agreement, “Disability” shall mean any medically determinable physical or mental impairment resulting in Executive’s inability to engage in any substantial gainful activity, where such impairment can be expected to result in death or can be expected to last for a continuous period of inability to engage in any substantial gainful activity of not less than 12 months. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company).

(A)

the Accrued Rights;

(B)

any Annual Bonus earned, but unpaid, in respect of any completed bonus period as of the date of termination, paid in accordance with Section 3(b) (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company, in which case such payment shall be made in accordance with the terms and conditions of such deferred compensation arrangement) (the “Prior Bonus”); and

(C)

No later than two and one-half months after the end of the applicable performance period, a pro-rata portion of the Annual Bonus payable for such performance period in which such termination occurs, based on the achievement of the actual performance objectives and targets for such performance period and a fraction, the numerator of which is the number of days during such performance period up to and including the date of termination of Executive’s employment and the denominator of which is the number of days in such performance period. In the case of a Disability of the Executive, the payments provided under this paragraph (C) shall be subject to Executive’s continued compliance with Section 6, Section 7, and Section 8 hereof,

(d)

By the Company Without Cause (other than by reason of death or Disability); Resignation by Executive for Good Reason.

(A)

the Accrued Rights;

(B)

any Prior Bonus; and

(C)

subject to Executive’s continued compliance with Section 6, Section 7, and Section 8 hereof, (i) an amount equal to the sum of (y) twelve months of then-current Base Salary, plus (z) the target Annual Bonus, paid in equal monthly installments in accordance with the Company’s standard payroll practices; (ii) no later than two and one-half months after the end of the applicable performance period, the Annual Bonus payable for such performance period in which such termination occurs, based on the achievement of the actual performance objectives and targets for such performance period; and (iii) if Executive timely elects continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company Group’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment pursuant to this Section 5(d)(i) (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (x) the twelve-month anniversary of the date of termination, or (y) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income taxes, to pay the applicable portion of the monthly COBRA premium). Executive may choose to continue the Medical and Dental Benefits under COBRA at Executive’s own expense, if any, for the remainder of the period required by law.

(ii) Release. Amounts payable to Executive under Section 5(c)(iii)(B), Section 5(c)(iii)(C), Section 5(d)(i)(B) and Section 5(d)(i)(C) (the “Conditioned Benefits”) are subject to (A) Executive’s (or Executive’s estate’s, survivors’ or beneficiaries’ (as the case may be)) execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”), within 60 days following the date of termination and (B) the expiration of any revocation period contained in such Release. Further, to the extent that any of the Conditioned Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the 60‑day period following the date of termination begins in one calendar year and ends in a second calendar year, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day (regardless of when the Release is delivered), after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(iii) For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s prior written consent: (A) a material reduction (i.e. more than 20%) in Executive’s Base Salary (except for any across-the-board reductions applied to similarly situated Company employees), or (B) a material diminution of Executive’s duties (other than temporarily while physically or mentally incapacitated or as required by applicable law); provided, that no event or condition described in clauses (A) or (B) above will constitute Good Reason unless (x) Executive gives the Company written notice of such event or condition giving rise to Good Reason within 30 days after Executive first learns of such event or condition, (y) the

Company fails to cure such event or condition within 30 days after receipt of such notice and (z) Executive resigns from employment within 30 days following the expiration of such cure period.

(e)

(f)

Suspension. If the Company has reasonable grounds to believe that an event constituting Cause may have occurred, the Company shall have the right to suspend any or all of Executive’s duties, functions, responsibilities or authorities, or require Executive to take “garden leave” for such reasonable period and on such terms as it considers appropriate, including a requirement that Executive shall not be present on the Company’s premises or contact any of its suppliers, clients, business relations, customers or staff. Any suspension and/or garden leave pursuant to this Section 5(f) will be on full pay, and Executive’s benefits under this Agreement will continue to be provided.

(a)

Non-Competition. During the Employment Term and until the 24-month anniversary of Executive’s termination of employment with the Company for any reason (the “Restricted Period”), Executive shall not, directly or indirectly, individually or on behalf of any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”) other than the Company Group, whether for compensation or otherwise, in any Restricted Area, (a) engage in any Restricted Business (as defined below), (b) enter into the employ of, or render any services to, any Person engaged in any Restricted Business, (c) have an interest in any Person that engages, directly or indirectly, in any Restricted Business, or (d) other than in the context of the exercise of Executive’s rights and performance of Executive’s obligations as an employee of or other service provider engaged by the Company Group, interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and any client, customer, vendor or supplier, or any similar business relationships, of the Company Group. Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as a passive investment, securities of any other Person if Executive does not, directly or indirectly, own 1%, in the aggregate, of any class of securities of such other Person; provided further, that during the Employment Term, such exception shall only apply with respect to publicly traded securities. For purposes of this Agreement, (A) “Restricted Area” shall mean within fifty (50) miles of any “Jersey Mike’s” store or office location in the United States, as well as any foreign country, state, province or territory in which the Company Group operates or conducts business or, as of the effective date of Executive’s termination, has plans to operate or conduct business in the future, in each case, at any time

during the Restricted Period, (B) “Restricted Business” shall mean (i) any business which derives at least ten percent (10%) of its gross annual revenue from the sale of any Competing Products, (ii) any business, activity, enterprise or venture where Executive devotes the majority of Executive’s business time, skill or efforts to the establishment or development of, or operations related to, any Competing Product, and (iii) the following businesses: Subway, Jimmy John’s, Firehouse Subs, Potbelly Subs, Planet Subs, McAlister’s Deli, Schlotzky’s, Arby’s, Panera Bread, and Mr. Goodcents (including, in each case, any affiliates of such businesses), and (C) “Competing Products” means (i) sandwiches (including, without limitation, submarine-style, deli-style sandwiches or wraps) and (ii) any other food- or beverage-based products that any member of the Company Group sells during the course of Executive’s employment or has taken substantial steps towards developing during Executive’s employment if, in the case of clause (ii) only, such products represent more than five percent (5%) of the Company Group’s gross annual revenue at any point during Executive’s employment with the Company Group. Executive acknowledges that the geographic restrictions set forth in this Section 6(a) are reasonable and necessary to protect the goodwill of the business conducted by the Company Group.

(b)

(c)

Customer Non-Solicitation; Non-Interference. During the Restricted Period, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other Person, (i) solicit or attempt to solicit business from franchisees, business partners, vendors, suppliers, area directors, distributors, licensees, licensors or other business relations of the Company Group, (ii) interfere or attempt to interfere with the Company Group’s business relationship with its business partners, vendors, suppliers, franchisees, area directors, distributors, licensees, licensors or other business relations (including by making any disparaging statements about the Company Group), or (iii) submit, solicit, encourage or discuss any proposal, plan or offer to acquire an interest in any of the Company Group’s identified potential acquisition targets which are known to Executive or were otherwise identified during Executive’s Employment Term.

(d)

Non-Disparagement. Executive shall not, whether in writing (electronically or otherwise) or orally, malign, denigrate, or disparage any member of the Company Group, or any of their respective predecessors or successors, or any of their respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives, with respect to any of their respective past or present activities, or otherwise publish (whether in writing (electronically or otherwise) or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. Nothing in this section shall preclude Executive from responding truthfully to a lawful subpoena or other compulsory legal process or providing truthful information otherwise required by law.

(e)

this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(f)

7. Intellectual Property.

(a)

Any Intellectual Property (as defined below) developed within the scope of and during Executive’s employment with the Company Group, whether developed during work hours or after hours, and whether developed solely by Executive or by Executive’s effort combined with the effort of the Company Group’s consultants, designers, agents, vendors, customers, other employees, is a “work made for hire” and is the Company Group’s sole property. Notwithstanding the foregoing, in the event that any such Intellectual Property is not deemed to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company Group all rights, title, or interest in and to that Intellectual Property and in and to any results or proceeds. For purposes of this Agreement, “Intellectual Property” means any intellectual property, including any idea, creation, invention, design, design patent, patent, copyright, trademark, trade dress, logo, goodwill, know-how, technique, technology, Trade Secret, strategic plan, software or program requirement, code, flow chart, diagram, supply source, drawing, blueprint, description, specification, sample, instruction, formula, invention, method, process, or other similar material.

(b)

Disclosure of Prior Inventions. Executive has identified on Exhibit II all inventions, ideas, and expressions of ideas relating in any way to the Restricted Business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company Group (“Prior Inventions, Ideas, and Expressions of Ideas”), and Executive represents that such list is complete. Executive agrees that Executive will not incorporate, or permit to be incorporated, such Prior Inventions, Ideas, and Expressions of Ideas in any Company Group Intellectual Property without the Company’s prior written consent. If there is no such list on Exhibit II, Executive represents that Executive has made no such Prior Inventions, Ideas, and Expressions of Ideas at the time of signing this Agreement.

(c)

(d)

(e)

Cooperation in Perfecting Rights to Copyrights and Inventions. Executive agrees to perform, during and after employment, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights, and title throughout the world in the Intellectual Property and Company Inventions hereby assigned to the Company. In the event the Company is unable for any reason to secure Executive’s signature to any document required to apply for or execute any patent, copyright, or other applications with respect thereto (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agents and attorneys in fact to act for and on Executive’s behalf and instead of Executive, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Executive.

(f)

Disclosure. Executive is hereby notified that the provisions of this Agreement do not apply to (i) any invention for which no equipment, supplies, facility, or Trade Secret information or Intellectual Property of the Company Group was used and which was developed entirely on Executive’s own time and (1) which does not relate (a) directly to the Restricted Business or (b) to the Company’s actual or demonstrably anticipated research or development, and (2) which does not result from any work performed by Executive for the Company Group or (ii) any Intellectual Property, to the extent such application would violate any applicable law.

8. Confidential Information.

(a)

(b)

For purposes of this Agreement, “Confidential Information” includes all non-public information (whether a Trade Secret or not and whether proprietary or not) relating to the Company Group’s business, and its owners (including Blackstone Inc. and its affiliates) or their family members, that the Company Group either treats as confidential, is of value to the Company Group, or is important to the Company Group’s business and operations, including but not limited to the following specific items: Trade Secrets, actual or prospective customers and customer lists; sales; actual and prospective pricing; rebate information; products; know-how; recipes; proprietary food preparation techniques; industrial engineering; manufacturing processes, methods and techniques; research and development; designs, patents, trademarks, copyrights and any other intellectual property; information systems and software; business plans, budgets, forecasts and projections; negotiations and contracts; financial statements; loan agreements; raw materials, raw material usage and raw material costs; all cost and expense data regarding any area of the Company Group’s business; marketing strategies; information regarding the specific needs and requirements of the Company Group, its customers, vendors and suppliers; employment and personnel information, benefits and benefit plans and employee compensation; licenses; licensors; real and personal property leases and lease terms; legal matters; non-public information relating to the Company Group’s owners and their family members; any other non-public business information regarding the Company Group, including but not limited to any information or documents labeled “Confidential” or “Secret;” or any information, data or documents for which a reasonable person would know is of a confidential or proprietary nature, including but not limited to this Agreement and the negotiations leading to it.

Confidential Information does not include information that:

(i) Executive can demonstrate was already in the public domain when it was disclosed to Executive; or

(ii) Becomes part of the public domain under circumstances other than Executive’s direct or indirect unauthorized act or omission.

Nothing in this Agreement is intended to interfere with or discourage a good faith disclosure to any governmental entity related to a suspected violation of the law. Pursuant to the federal Defend Trade Secrets Act, Executive cannot and will not be held criminally or civilly liable under any federal or state trade secret law for disclosing otherwise protected trade secrets and/or confidential or proprietary information as long as the disclosure is made in (i) confidence to a federal, state, or local government official, directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) a complaint or other document filed in a lawsuit or other proceeding, as long as such filing is made under seal. The Company Group will not retaliate against the individual in any way for a disclosure made in accordance with the law. In the event a disclosure is made, and the individual files a lawsuit against the Company Group alleging that the Company Group retaliated against the individual because of Executive’s disclosure, Executive may disclose the relevant trade secret or confidential information to Executive’s attorney and may use the same in the court proceeding only if (i) Executive ensures that any court filing that includes the trade secret or confidential information at issue is made under seal; and (ii) Executive does not otherwise disclose the trade secret or confidential information except as required by court order.

(c)

readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(d)

Return of Property. Upon termination of Executive’s employment with the Company Group for any reason, Executive shall immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

10. Miscellaneous.

(a)

(b)

(c)

Entire Agreement; Amendments. This Agreement (including, without limitation, the schedules and exhibits attached hereto) contains the entire understanding of the parties with respect to the employment of Executive by any member of the Company Group, and supersedes all prior agreements and understandings (including, without limitation, any offer of employment letter provided to Executive, and any verbal agreements or understandings) between Executive and any member of the Company Group regarding the terms and conditions of Executive’s employment with the Company Group, with the exception of any applicable prior invention assignment. In addition, if the Company Group is or becomes a party to one or more agreements with Executive related to the matters subject to Section 6, Section 7, and Section 8, such other agreement(s) shall remain in full force and effect and continue in addition to, and not in lieu of, this Agreement, including, without limitation, any covenants pertaining to confidentiality, nondisclosure, non-competition, intellectual property, non-solicitation and non-disparagement applicable to Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(d)

(e)

(f)

(g)

(h)

Compliance with Code Section 409A.

(iv) Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or in‑kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in‑kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (C) Executive’s right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit.

(i)

Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

Jersey Mike’s Franchise Systems, Inc.

2251 Landmark Place

Manasquan, New Jersey 08736

Attention: General Counsel

with a copy to (which shall not constitute notice)

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154


Attention:	Michael Staub
	Devon Rinker
Email:	[email address]

and

c/o Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017


Attention:	Gregory T. Grogan
	[email address]

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

(j)

(k)

(l)

(m)

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JERSEY MIKE’S FRANCHISE SYSTEMS, LLC

/s/ Charlie Morrison


By:	Charlie Morrison
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EXECUTIVE

/s/ Michele Allen


Michele Allen

Exhibit 10.12

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated July 11, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Stacy Peterson (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as President and Chief Operating Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment to commence on September 2, 2025 (the “Effective Date”).

1. Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall commence employment with the Company for a period commencing on the Effective Date, on the terms and subject to the conditions set forth in this Agreement and until terminated in accordance with Section 5 of this Agreement (the “Employment Term”). Executive acknowledges and agrees that Executive’s employment with the Company is at-will. Executive further acknowledges and agrees that nothing in this Agreement gives Executive the right to remain an employee of the Company or any member of the Company Group (as defined below).

2. Position, Duties, Authority, Principal Work Location and Policies.

(a) During the Employment Term, Executive shall serve as the President and Chief Operating Officer of the Company. In such position, Executive shall have such duties, functions, responsibilities and authority as assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer.

(b) Executive will devote all of Executive’s business time and best efforts to the performance of Executive’s duties to the Company Group (excluding periods of approved time off or leave of absence) and will not engage in any other business activities that could conflict with Executive’s duties or services to the Company Group or otherwise materially affect the performance of Executive’s duties to the Company; provided, however, that the foregoing shall not prevent Executive from (i) with the prior written approval of the Company, serving on the board of directors (and board committees) of non-profit organizations; (ii) participating in charitable, civic, educational, professional, community or industry affairs; and (iii) managing Executive’s passive personal investments, so long as such activities do not, in the aggregate, interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. The Company hereby approves of the Executive continuing to serve as a member of the Board of Managers of Peach TopCo GP, LLC.

(c) Executive’s principal work location shall be at the Company Group’s headquarters, which are located in Manasquan, New Jersey as of the date hereof. Executive acknowledges that Executive may be required to travel on business in connection with the performance of Executive’s duties hereunder.

(d) Executive’s employment is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time.

3. Compensation.

(a) Base Salary. During the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary (“Base Salary”) at the annual rate of $700,000.00, pro-rated for any partial year of employment and payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s Base Salary shall be subject to change as may be determined from time to time in the Company’s sole discretion.

(b) Annual Bonus. During the Employment Term, Executive shall participate in the Company’s annual bonus program and shall be eligible to earn an annual bonus award (an “Annual Bonus”), with a target amount equal to 75% of Base Salary. The Annual Bonus shall be determined based on the achievement of certain performance objectives in a given year, as determined by the board of managers of Jersey Mike’s HoldCo, LLC (such entity, “HoldCo” and such board, the “Board”); provided, however, that for fiscal year 2025 Executive shall receive a guaranteed Annual Bonus equal to 75% of the Base Salary which amount shall not be pro-rated for Executive’s partial year of employment. Any Annual Bonus earned under this Section 3(b) shall be paid to Executive within two and one-half months after the end of the applicable fiscal year, provided that Executive remains employed by the Company in good standing through the applicable payment date and has not delivered a Notice of Termination (as defined below) prior to such payment date. No Annual Bonus shall be payable in respect of any fiscal year (or other performance period) in which Executive’s employment is terminated, except to the extent provided in Section 5.

(c) Incentive Equity. As soon as practicable following commencement of the Executive’s employment hereunder, Executive will receive a grant of 16,016,538 Class B Units (i.e., profits interests) of Jersey Mike’s Management Aggregator LLC (“Issuer”) under the Jersey Mike’s Management Aggregator LLC Equity Incentive Plan (the “Incentive Plan”). The terms of the Class B Units to be issued to Executive will be governed by the Incentive Plan, an award agreement to be entered into by Executive, and the limited liability company agreements of Issuer and HoldCo.

4. Benefits.

(a) General. During the Employment Term, Executive generally shall be entitled to participate in the retirement, health and welfare benefit plans, practices, policies and arrangements of the Company Group as in effect from time to time (collectively, “Employee Benefits”), in accordance with the terms and conditions of such arrangements.

(b) Vacation. Executive shall be entitled to paid vacation on the same basis generally as other senior executives of the Company Group pursuant to the applicable Company vacation policy, plan or regular practice, as may be modified from time to time.

(c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then‑prevailing business expense policy (which shall include, without limitation, appropriate itemization and substantiation of expenses incurred).

5. Termination.

(a) The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason in the manner set forth in this Section 5; provided, that Executive shall be required to give the Company at least 60 days’ advance written notice of any termination by Executive (the “Notice Period”). Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company; provided, that Executive’s rights under any applicable equity plan and equity incentive award agreement shall, in each case, be governed exclusively by such applicable plan or agreement, as applicable.

(b) By the Company for Cause or by Executive without Good Reason.

(ii) For purposes of this Agreement, “Cause” shall mean Executive’s: (A) failure to substantially perform Executive’s duties or obligations as an employee or agent of the Company Group, which failure has not been cured within 10 days after receiving written notice of such; (B) failure to carry out, or comply with, any lawful directive of the Company, any other member of the Company Group, or the Board, which failure has not been cured within 10 days after receiving written notice of such; (C) commission at any time of any act or omission that results in, or may reasonably be expected to result in, a conviction, guilty plea, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any (x) felony or (y) crime involving moral turpitude, theft, fraud, dishonesty or misrepresentation; (D) Executive’s excessive absenteeism not related to authorized leave that materially interferes with the performance of Executive’s duties hereunder, other than due to a physical or mental impairment that, with the passage of time, would constitute a Disability; (E) unlawful use (including being under the influence) or possession of illegal drugs on the premises of any member of the Company Group or while performing Executive’s duties and responsibilities as an employee or agent of the Company Group; (F) commission at any time of any act of theft, fraud, embezzlement, misappropriation of property, information, or other assets, misconduct, conversion of assets of the Company Group, commission of any other intentional or willful act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its affiliates, or breach of fiduciary duty against any member of the Company Group (or any predecessor thereto or successor thereof); (G) violation of material policies or procedures of the Company Group, including Executive’s failure to pass a drug screening test administered by or at the direction of the Company or becoming habitually intoxicated or addicted to drugs or alcohol; (H) the temporary or permanent regulatory, governmental or administrative suspension, removal or prohibition of Executive from participating in any of the affairs of any member of the Company Group; (I) the violation by Executive of any law regarding employment discrimination or sexual harassment or any other act which subjects any member of the Company Group to payment or settlement of any claim on the basis of sex, age, race or other discrimination; or (J) material breach of this Agreement or any other agreement with any member of the Company Group (including, without limitation, any breach of the restrictive covenants of any such agreement) or material breach of any written policy of the any member of the Company Group, which failure has not been cured within 10 days after receiving written notice of such. Whether or not an event giving rise to “Cause” occurs will be determined by the Board in its sole discretion.

(iii) If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A) Base Salary through the date of termination;

(iv) If Executive resigns for any reason other than Good Reason, provided that Executive will be required to comply with the Notice Period requirement in Section 5(a), Executive shall be entitled to receive the Accrued Rights. During the Notice Period, and subject to the following sentence, Executive shall continue to perform Executive’s duties and obligations under Section 2 hereto as reasonably requested by the Company. In lieu of all or any portion of the Notice Period, the Company, at its sole election, may elect either to (x) pay to Executive Base Salary in lieu of notice (in which case, Executive’s employment shall terminate on the date so elected by the Company) or (y) place Executive on “garden leave” (such period, if elected, the “Garden Leave Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) receive continued Base Salary and medical benefits, but will not be eligible to earn other compensation (including incentive compensation, commissions, or continued vesting in equity incentives or other awards). Following the effective date of termination due to Executive’s resignation for any reason other than Good Reason, except as set forth in this Section 5(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Nothing in this paragraph, including the provisions concerning any Garden Leave Period, is intended to alter or diminish any right or entitlement of the Executive to the Accrued Rights in accordance with the first sentence of this paragraph.

expected to last for a continuous period of inability to engage in any substantial gainful activity of not less than 12 months. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company).

(A) the Accrued Rights;

(d) By the Company Without Cause (other than by reason of death or Disability); Resignation by Executive for Good Reason.

(A) the Accrued Rights;

(B) any Prior Bonus; and

(C) subject to Executive’s continued compliance with Section 6, Section 7, and Section 8 hereof, (i) an amount equal to twelve (12) months of then-current Base Salary paid in equal monthly installments in accordance with the Company’s standard payroll practices; and (ii) if Executive timely elects continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget

Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company Group’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment pursuant to this Section 5(d)(i) (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (x) the twelve (12) month anniversary of the date of termination, or (y) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income taxes, to pay the applicable portion of the monthly COBRA premium). Executive may choose to continue the Medical and Dental Benefits under COBRA at Executive’s own expense, if any, for the remainder of the period required by law.

(ii) Release. Amounts payable to Executive under Section 5(c)(iii)(B), Section 5(c)(iii)(C), Section 5(d)(i)(B) and Section 5(d)(i)(B) (the “Conditioned Benefits”) are subject to (A) Executive’s (or Executive’s estate’s, survivors’ or beneficiaries’ (as the case may be)) execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”), within 60 days following the date of termination and (B) the expiration of any revocation period contained in such Release. Further, to the extent that any of the Conditioned Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the 60‑day period following the date of termination begins in one calendar year and ends in a second calendar year, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day (regardless of when the Release is delivered), after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(iii) For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s prior written consent: (A) a material reduction in Executive’s Base Salary (except for a reduction of not more than 5% made in connection with an across-the-board reduction of base salaries of all senior executives of the Company), or (B) a material diminution of Executive’s authority, duties or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law) or requiring Executive to report to any employee or officer other than the Company’s Chief Executive Officer; provided, that no event or condition described in clauses (A) or (B) above will constitute Good Reason unless (x) Executive gives the Company written notice of such event or condition giving rise to Good Reason within 60 days after Executive first learns of such event or condition, (y) the Company fails to cure such event or condition within 30 days after receipt of such notice and (z) Executive resigns from employment within 30 days following the expiration of such cure period.

shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Company’s board of managers or comparable governing body (and any committees thereof) and the board of managers or comparable governing bodies (and any committees thereof) of any other Company Group member. Failure to provide such resignation within 10 business days following the Company’s request shall result in forfeiture of the amounts otherwise payable under Section 5(d)(i) (other than the Accrued Rights).

(f) Suspension. If the Company has reasonable grounds to believe that an event constituting Cause may have occurred, the Company shall have the right to suspend any or all of Executive’s duties, functions, responsibilities or authorities, or require Executive to take “garden leave” for such reasonable period and on such terms as it considers appropriate, including a requirement that Executive shall not be present on the Company’s premises or contact any of its suppliers, clients, business relations, customers or staff. Any suspension and/or garden leave pursuant to this Section 5(f) will be on full pay, and Executive’s benefits under this Agreement will continue to be provided.

6. Non-Competition; Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates (collectively, the “Company Group”), and further acknowledges and recognizes that Executive has received, and will receive, Confidential Information (as defined below) and other trade secrets of the Company Group, and accordingly agrees as follows: (a) Non-Competition. During the Employment Term and until the first anniversary of Executive’s termination of employment with the Company for any reason (the “Restricted Period”), Executive shall not, directly or indirectly, individually or on behalf of any person, firm, partnership, joint venture , association, corporation or other business organization, entity or enterprise whatsoever (“Person”) other than the Company Group, whether for compensation or otherwise (a) engage in any Restricted Business (as defined below), (b) enter into the employ of, or render any services to, any Person engaged in any Restricted Business, (c) have an interest in any Person that engages, directly or indirectly, in any Restricted Business, or (d) other than in the context of the exercise of Executive’s rights and performance of Executive’s obligations as an employee of or other service provider engaged by the Company Group, interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and any client, customer, vendor or supplier, or any similar business relationships, of the Company Group. Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as a passive investment, securities of any other Person if Executive does not, directly or indirectly, own 1%, in the aggregate, of any class of securities of such other Person; provided further, that during the Employment Term, such exception shall only apply with respect to publicly traded securities. For purposes of this Agreement, (A) “Restricted Area” shall mean within fifty (50) miles of any “Jersey Mike’s” store or office location in the United States, as well as any foreign country, state, province or territory in which the Company Group operates or conducts business or, as of the effective date of Executive’s termination, has plans to operate or conduct business in the future, in each case, at any time during the Restricted Period and (B) “Restricted Business” shall mean (i) any business which derives at least twenty percent (20%) of its gross annual revenue from the sale of sandwiches, including, without limitation, submarine-style, deli-style sandwiches or wraps, and (ii) the following businesses: Subway, Jimmy John’s, Firehouse Subs, Potbelly Subs, Planet Subs, McAlister’s Deli, Schlotzky’s, Arby’s, Panera Bread, and Mr. Goodcents (including, in each case, any affiliates of such businesses), in each case, within the Restricted Area. Executive acknowledges that the geographic restrictions set forth in this Section 6(a) are reasonable and necessary to protect the goodwill of the business conducted by the Company Group.

(b) Non-Solicitation of Employees. During the Restricted Period, Executive shall not, directly or indirectly, other than on behalf of the Company Group (i) solicit, induce or encourage, or attempt to solicit, induce or encourage, any employee, independent contractor or other service provider to terminate his or her relationship with the Company Group or (ii) hire, employ or otherwise engage any such individual; provided, that the foregoing shall not (A) prohibit Executive from engaging in general solicitations (including by use of a search firm or an employment agency) for employees or independent contractors or from hiring such individuals as a result of their response to such solicitation, so long as such solicitation is general in nature and does not specifically target such employees or independent contractors, or (B) apply with respect to any employee, independent contractor or other service provider whose employment or other engagement by the Company Group terminated at least 12 months prior to such solicitation, hiring, employment or engagement.

(c) Customer Non-Solicitation; Non-Interference. During the Restricted Period, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other Person, (i) solicit or attempt to solicit business from franchisees, business partners, area directors, distributors, licensees, licensors or other business relations of the Company Group, (ii) interfere or attempt to interfere with the Company Group’s business relationship with its business partners, vendors, suppliers, franchisees, area directors, distributors, licensees, licensors or other business relations (including by making any disparaging statements about the Company Group), or (iii) submit, solicit, encourage or discuss any proposal, plan or offer to acquire an interest in any of the Company Group’s identified potential acquisition targets which are known to Executive or were otherwise identified during Executive’s Employment Term.

(d) Non-Disparagement. Executive shall not, whether in writing (electronically or otherwise) or orally, malign, denigrate, or disparage any member of the Company Group, or any of their respective predecessors or successors, or any of their respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives, with respect to any of their respective past or present activities, or otherwise publish (whether in writing (electronically or otherwise) or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. Nothing in this section shall preclude Executive from responding truthfully to a lawful subpoena or other compulsory legal process or providing truthful information otherwise required by law, or making or publishing any truthful statement in good faith in connection with the ordinary course performance of her duties to any Person employed or otherwise retained by any member of the Company Group.

(e) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 6 to be reasonable and necessary to protect the Company’s legitimate business interests and of the Company’s employment of Executive, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(f) The period of time during which the provisions of this Section 6 shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. The period of time during which the provisions of this Section 6 shall be in effect shall be reduced by the Garden Leave Period (if elected).

7. Intellectual Property.

(a) Any Intellectual Property (as defined below) developed within the scope of and during Executive’s employment with the Company Group, whether developed during work hours or after hours, and whether developed solely by Executive or by Executive’s effort combined with the effort of the Company Group’s consultants, designers, agents, vendors, customers, other employees, is a “work made for hire” and is the Company Group’s sole property. Notwithstanding the foregoing, in the event that any such Intellectual Property is not deemed to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company Group all rights, title, or interest in and to that Intellectual Property and in and to any results or proceeds. For purposes of this Agreement, “Intellectual Property” means any intellectual property, including any idea, creation, invention, design, design patent, patent, copyright, trademark, trade dress, logo, goodwill, know-how, technique, technology, Trade Secret, strategic plan, software or program requirement, code, flow chart, diagram, supply source, drawing, blueprint, description, specification, sample, instruction, formula, invention, method, process, or other similar material.

(b) Disclosure of Prior Inventions. Executive has identified on Exhibit II all inventions, ideas, and expressions of ideas relating in any way to the Restricted Business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company Group (“Prior Inventions, Ideas, and Expressions of Ideas”), and Executive represents that such list is complete. Executive agrees that Executive will not incorporate, or permit to be incorporated, such Prior Inventions, Ideas, and Expressions of Ideas in any Company Intellectual Property without the Company’s prior written consent. If there is no such list on Exhibit II, Executive represents that Executive has made no such Prior Inventions, Ideas, and Expressions of Ideas at the time of signing this Agreement.

(c) Ownership of Company Inventions; Copyrights. Executive hereby agrees promptly to disclose and describe to the Company, and hereby assigns and agrees to assign to the Company or its designee, Executive’s entire right, title, and interest in and to all Intellectual Property, inventions, ideas, and expressions of ideas, including any associated intellectual property rights, that Executive may solely or jointly conceive, develop, or reduce to practice during the period of employment with the Company Group and any future inventions as described below (“Company Inventions”). Executive acknowledges that all original works of authorship that are made by Executive (solely or jointly with others) within the scope of employment and that are protectable by copyrights are “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. § 101). To the extent that any such works are not so considered a “work made for hire” under applicable law or copyrightable subject matter, then such works will be deemed, upon creation, to be assigned to the Company automatically without further compensation or action by either party, and Executive hereby assigns such works to the Company.

(d) Future Inventions. Executive recognizes that Company Inventions or Confidential Information relating to Executive’s activities while working for the Company and conceived or made by Executive, alone or with others, within one year after termination of employment may have been conceived in significant part while employed by the Company Group. Accordingly, Executive agrees that such post-employment inventions and proprietary information will be presumed to have been conceived during employment with the Company Group and are to be assigned to the Company automatically without further compensation or action by either party, and Executive hereby assigns such works to the Company.

(e) Cooperation in Perfecting Rights to Copyrights and Inventions. Executive agrees to perform, during and after employment, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights, and title throughout the world in the Intellectual Property and Company Inventions hereby assigned to the Company. In the event the Company is unable for any reason to secure Executive’s signature to any document required to apply for or execute any patent, copyright, or other applications with respect thereto (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agents and attorneys in fact to act for and on Executive’s behalf and instead of Executive, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other rights thereon with the same legal force and effect as if executed by Executive.

(f) Disclosure. Executive is hereby notified that the provisions of this Agreement do not apply to (i) any invention for which no equipment, supplies, facility, or Trade Secret information or Intellectual Property of the Company Group was used and which was developed entirely on Executive’s own time and (1) which does not relate (a) directly to the Restricted Business or (b) to the Company’s actual or demonstrably anticipated research or development, and (2) which does not result from any work performed by Executive for the Company Group or (ii) any Intellectual Property, to the extent such application would violate any applicable law.

8. Confidential Information.

(a) Executive acknowledges that the Confidential Information obtained by Executive during the Employment Term is the property of the Company Group. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of any act or omission by Executive in violation of this letter; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process, or similar process, Executive shall (i) to the extent practicable and not prohibited by law, notify the Company promptly, and consult with and assist (to the extent practicable and not prohibited by law) the Company, at the Company’s expense, in seeking a protective order, (ii) in the event that such protective order is not obtained, or if the Company waives compliance with the terms hereof, disclose only that portion of the Confidential Information which is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof.

(b) For purposes of this Agreement, “Confidential Information” includes all non-public information (whether a Trade Secret or not and whether proprietary or not) relating to the Company Group’s business, and its owners or their family members, that the Company Group either treats as confidential, is of value to the Company Group, or is important to the Company Group’s business and operations, including but not limited to the following specific items: Trade Secrets, actual or prospective customers and customer lists; sales; actual and prospective pricing; rebate information; products; know-how; recipes; proprietary food preparation techniques; industrial engineering; manufacturing processes, methods and techniques; research and development; designs, patents, trademarks, copyrights and any other intellectual property; information systems and software; business plans, budgets, forecasts and projections; negotiations and contracts; financial statements; loan

agreements; raw materials, raw material usage and raw material costs; all cost and expense data regarding any area of the Company Group’s business; marketing strategies; information regarding the specific needs and requirements of the Company Group, its customers, vendors and suppliers; employment and personnel information, benefits and benefit plans and employee compensation; licenses; licensors; real and personal property leases and lease terms; legal matters; non-public information relating to the Company Group’s owners and their family members; any other non-public business information regarding the Company Group, including but not limited to any information or documents labeled “Confidential” or “Secret;” or any information, data or documents for which a reasonable person would know is of a confidential or proprietary nature, including but not limited to this Agreement and the negotiations leading to it.

Confidential Information does not include information that:

(i) Executive can demonstrate was already in the public domain when it was disclosed to Executive; or

(ii) Becomes part of the public domain under circumstances other than Executive’s direct or indirect unauthorized act or omission.

(c) Trade Secret. “Trade Secret,” is defined as set forth under the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., as amended, and all applicable state laws, including but not limited to the laws of the State of New Jersey, as amended, and will include information, without regard to form, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that is not commonly known by or available to the public and that: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(d) Return of Property. Upon termination of Executive’s employment with the Company Group for any reason, Executive shall immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not

Company property) that contain Confidential Information, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

10. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflicts of laws principles thereof that would direct the application of the law of any other jurisdiction.

(b) Jurisdiction; Venue. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the State of New Jersey over any suit, action or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the courts of New Jersey, federal or state. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 10(i).

confidentiality, nondisclosure, non-competition, intellectual property, non-solicitation and non-disparagement applicable to Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(d) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e) Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided herein and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to any Company Group member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer (except as provided for in Section 5(d)(i)(C)), self-employment or other endeavor.

(f) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(g) Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or any parties of the business operations of the Company, or to any Company Group member. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

(h) Compliance with Code Section 409A.

(iv) Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or in‑kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in‑kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (C) Executive’s right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit.

(i) Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.


	If to the Company:

	Jersey Mike’s Franchise Systems, Inc.
	2251 Landmark Place
	Manasquan, New Jersey 08736
	Attention: General Counsel


	with a copy to (which shall not constitute notice)

	c/o Blackstone Inc.
	345 Park Avenue
	New York, New York 10154
	Attention:	Michael Staub
		Devon Rinker
	Email:	[email address]


	and

	c/o Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attention:	Gregory T. Grogan
		[email address]

	If to Executive:

	To the most recent address of Executive set forth in the personnel records of the Company.

(j) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that except as specifically disclosed by Executive to the Company, Executive is not subject to any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider or that could restrict the ability of Executive to perform Executive’s duties hereunder. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement and related equity-based award agreements.

(k) Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving any Company Group member (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by any Company Group member. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, the applicable Company Group member shall (i) use its reasonable efforts to minimize interruptions to Executive’s personal and professional schedule and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses. Executive agrees to promptly inform the Company Group if (i) Executive becomes aware of any claims that may be filed or threatened against the Company Group or its affiliates, other than as may be filed by Executive and (ii) to the extent Executive is legally permitted, if Executive is asked to assist in any investigation of the Company Group or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company Group or its affiliates with respect to such investigation, and shall not do so unless legally required.

(l) Withholding Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(m) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The execution of this Agreement may be by actual, facsimile or electronic signature.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


	JERSEY MIKE’S FRANCHISE SYSTEMS, LLC


	/s/ Charlie Morrison
	By: Charlie Morrison
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


	EXECUTIVE


	/s/ Stacy Peterson
	Stacy Peterson

Exhibit 10.13

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated October 21, 2025, is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Scott McLester (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as General Counsel of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and WHEREAS, Executive desires to accept such employment to commence on November 15, 2025 (the “Effective Date”).

1. Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall commence employment with the Company for a period commencing on the Effective Date, on the terms and subject to the conditions set forth in this Agreement and until terminated in accordance with Section 5 of this Agreement (the “Employment Term”). Executive acknowledges and agrees that Executive’s employment with the Company is at-will. Executive further acknowledges and agrees that nothing in this Agreement gives Executive the right to remain an employee of the Company or any member of the Company Group (as defined below).

2. Position, Duties, Authority, Principal Work Location and Policies.

(a) During the Employment Term, Executive shall serve as the General Counsel of the Company. In such position, Executive shall have such duties, functions, responsibilities and authority as assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer of the Company.

(d) Executive’s employment is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time.

3. Compensation.

(a) Base Salary. During the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary (“Base Salary”) at the annual rate of $450,000.00, pro-rated for any partial year of employment and payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s Base Salary shall be subject to change as may be determined from time to time in the Company’s sole discretion.

(b) Annual Bonus. During the Employment Term, Executive shall participate in the Company’s annual bonus program and shall be eligible to earn an annual bonus award (an “Annual Bonus”), with a target amount equal to 60% of Base Salary. The Annual Bonus shall be determined based on the achievement of certain performance objectives in a given year, as determined by the board of managers of Jersey Mike’s HoldCo, LLC (such entity, “HoldCo” and such board, the “Board”); provided, however, that for fiscal year 2025 Executive shall receive a guaranteed Annual Bonus in an amount equal to 60% of Base Salary (but pro-rated for Executive’s partial year of employment), so long as Executive begins employment with the Company on or before the Effective Date (the “2025 Bonus”). Any Annual Bonus earned under this Section 3(b) (including the 2025 Bonus) shall be paid to Executive within two and one-half months after the end of the applicable fiscal year, provided that Executive remains employed by the Company in good standing through the applicable payment date and has not delivered a Notice of Termination (as defined below) prior to such payment date. No Annual Bonus shall be payable in respect of any fiscal year (or other performance period) (including the 2025 Bonus) in which Executive’s employment is terminated, except to the extent provided in Section 5.

(c) Incentive Equity. As soon as practicable following commencement of the Executive’s employment hereunder, Executive will receive a grant of 11,211,576 Class B Units (i.e., profits interests) of Jersey Mike’s Management Aggregator LLC (“Issuer”) under the Jersey Mike’s Management Aggregator LLC Equity Incentive Plan (the “Incentive Plan”). The terms of the Class B Units to be issued to Executive will be governed by the Incentive Plan, an award agreement to be entered into by Executive, and the limited liability company agreements of Issuer and HoldCo.

4. Benefits.

(c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then-prevailing business expense policy (which shall include, without limitation, appropriate itemization and substantiation of expenses incurred).

5. Termination.

(b) By the Company for Cause or by Executive without Good Reason.

business reputation of the Company or any of its affiliates, or breach of fiduciary duty against any member of the Company Group (or any predecessor thereto or successor thereof); (G) violation of material policies or procedures of the Company Group, including Executive’s failure to pass a drug screening test administered by or at the direction of the Company or becoming habitually intoxicated or addicted to drugs or alcohol; (H) the temporary or permanent regulatory, governmental or administrative suspension, removal or prohibition of Executive from participating in any of the affairs of any member of the Company Group; (I) the violation by Executive of any law regarding employment discrimination or sexual harassment or any other act which subjects any member of the Company Group to payment or settlement of any claim on the basis of sex, age, race or other discrimination; or (J) material breach of this Agreement or any other agreement with any member of the Company Group (including, without limitation, any breach of the restrictive covenants of any such agreement) or material breach of any written policy of the any member of the Company Group. Whether or not an event giving rise to “Cause” occurs will be determined by the Board in its sole discretion.

(iii) If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A) Base Salary through the date of termination;

Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) receive continued Base Salary and medical benefits, but will not be eligible to earn other compensation (including incentive compensation, commissions, or continued vesting in equity incentives or other awards). Following the effective date of termination due to Executive’s resignation for any reason other than Good Reason, except as set forth in this Section 5(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Nothing in this paragraph, including the provisions concerning any Garden Leave Period, is intended to alter or diminish any right or entitlement of the Executive to the Accrued Rights in accordance with the first sentence of this paragraph.

(A) the Accrued Rights;

(d) By the Company Without Cause (other than by reason of death or Disability); Resignation by Executive for Good Reason.

(A) the Accrued Rights;

(B) any Prior Bonus; and

(C) subject to Executive’s continued compliance with Section 6, Section 7, and Section 8 hereof, (i) an amount equal to twelve months of then-current Base Salary paid in equal monthly installments in accordance with the Company’s standard payroll practices; and (ii) if Executive timely elects continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company Group’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment pursuant to this Section 5(d)(i) (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (x) the twelve-month anniversary of the date of termination, or (y) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income taxes, to pay the applicable portion of the monthly COBRA premium). Executive may choose to continue the Medical and Dental Benefits under COBRA at Executive’s own expense, if any, for the remainder of the period required by law.

(ii) Release. Amounts payable to Executive under Section 5(c)(iii)(B), Section 5(c)(iii)(C), Section 5(d)(i)(B) and Section 5(d)(i)(C) (the “Conditioned Benefits”) are subject to (A) Executive’s (or Executive’s estate’s, survivors’ or beneficiaries’ (as the case may be)) execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”), within 60 days following the date of termination and (B) the expiration of any revocation period contained in such Release. Further, to the extent that any of the Conditioned Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the 60-day period following the date of termination begins in one calendar year and ends in a second calendar year, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day (regardless of when the Release is delivered), after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(e) Notice of Termination; Board/Committee Resignation. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) pursuant to Section 5 of this Agreement shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Company’s board of managers or comparable governing body (and any committees thereof) and the board of managers or comparable governing bodies (and any committees thereof) of any other Company Group member. Failure to provide such resignation within 10 business days following the Company’s request shall result in forfeiture of the amounts otherwise payable under Section 5(d)(i) (other than the Accrued Rights).

(a) Non-Competition. During the Employment Term and until the 12-month anniversary of Executive’s termination of employment with the Company for any reason (the “Restricted Period”), Executive shall not, directly or indirectly, individually or on behalf of any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”) other than the Company Group, whether for compensation or otherwise, in any Restricted Area, (a) engage in any Restricted Business (as defined below), (b) enter into the employ of, or render any services to, any Person engaged in any Restricted Business, (c) have an interest in any Person that engages, directly or indirectly, in any Restricted Business, or (d) other than in the context of the exercise of Executive’s rights and performance of Executive’s obligations as an employee of or other service provider engaged by the Company Group, interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and any client, customer, vendor or supplier, or any similar business relationships, of the Company Group. Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as a passive investment, securities of any other Person if Executive does not, directly or indirectly, own 1%, in the aggregate, of any class of securities of such other Person; provided further, that during the Employment Term, such exception shall only apply with respect to publicly traded securities. For purposes of this Agreement, (A) “Restricted Area” shall mean within fifty (50) miles of any “Jersey Mike’s” store or office location in the United States, as well as any foreign country, state, province or territory in which the Company Group operates or conducts business or, as of the effective date of Executive’s termination, has plans to operate or conduct business in the future, in each case, at any time during the Restricted Period, (B) “Restricted Business” shall mean (i) any business which derives at least ten percent (10%) of its gross annual revenue from the sale of any Competing Products, (ii) any business, activity, enterprise or venture where Executive devotes the majority of Executive’s business time, skill or efforts to the establishment or development of, or operations related to, any Competing Product, and (iii) the following businesses: Subway, Jimmy John’s, Firehouse Subs, Potbelly Subs, Planet Subs, McAlister’s Deli, Schlotzky’s, Arby’s, Panera Bread, and Mr. Goodcents (including, in each case, any affiliates of such businesses), and (C) “Competing Products” means (i) sandwiches (including, without limitation, submarine-style, deli-style sandwiches or wraps) and (ii) any other food- or beverage-based products that any member of the Company Group sells during the course of Executive’s employment or has taken substantial steps towards developing

during Executive’s employment if, in the case of clause (ii) only, such products represent more than five percent (5%) of the Company Group’s gross annual revenue at any point during Executive’s employment with the Company Group. Executive acknowledges that the geographic restrictions set forth in this Section 6(a) are reasonable and necessary to protect the goodwill of the business conducted by the Company Group.

(c) Customer Non-Solicitation; Non-Interference. During the Restricted Period, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other Person, (i) solicit or attempt to solicit business from franchisees, business partners, vendors, suppliers, area directors, distributors, licensees, licensors or other business relations of the Company Group, (ii) interfere or attempt to interfere with the Company Group’s business relationship with its business partners, vendors, suppliers, franchisees, area directors, distributors, licensees, licensors or other business relations (including by making any disparaging statements about the Company Group), or (iii) submit, solicit, encourage or discuss any proposal, plan or offer to acquire an interest in any of the Company Group’s identified potential acquisition targets which are known to Executive or were otherwise identified during Executive’s Employment Term.

7. Intellectual Property.

(b) Disclosure of Prior Inventions. Executive has identified on Exhibit II all inventions, ideas, and expressions of ideas relating in any way to the Restricted Business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company Group (“Prior Inventions, Ideas, and Expressions of Ideas”), and Executive represents that such list is complete. Executive agrees that Executive will not incorporate, or permit to be incorporated, such Prior Inventions, Ideas, and Expressions of Ideas in any Company Group Intellectual Property without the Company’s prior written consent. If there is no such list on Exhibit II, Executive represents that Executive has made no such Prior Inventions, Ideas, and Expressions of Ideas at the time of signing this Agreement.

8. Confidential Information.

(b) For purposes of this Agreement, “Confidential Information” includes all non-public information (whether a Trade Secret or not and whether proprietary or not) relating to the Company Group’s business, and its owners (including Blackstone Inc. and its affiliates) or their family members, that the Company Group either treats as confidential, is of value to the Company Group, or is important to the Company Group’s business and operations, including but not limited to the following specific items: Trade Secrets, actual or prospective customers and customer lists; sales; actual and prospective pricing; rebate information; products; know-how; recipes; proprietary food preparation techniques; industrial engineering; manufacturing processes, methods and techniques; research and development; designs, patents, trademarks, copyrights and any other intellectual property; information systems and software; business plans, budgets, forecasts and projections; negotiations and contracts; financial statements; loan agreements; raw materials, raw material usage and raw material costs; all cost and expense data regarding any area of the Company Group’s business; marketing strategies; information regarding the specific needs and requirements of the Company Group, its customers, vendors and suppliers; employment and personnel information, benefits and benefit plans and employee compensation; licenses; licensors; real and personal property leases and lease terms; legal matters; non-public information relating to the Company Group’s owners and their family members; any other non-public business information regarding the Company Group, including but not limited to any information or documents labeled “Confidential” or “Secret;” or any information, data or documents for which a reasonable person would know is of a confidential or proprietary nature, including but not limited to this Agreement and the negotiations leading to it.

Confidential Information does not include information that:

(i)

Executive can demonstrate was already in the public domain when it was disclosed to Executive; or

(ii)

Becomes part of the public domain under circumstances other than Executive’s direct or indirect unauthorized act or omission.

10. Miscellaneous.

Executive’s employment with the Company Group, with the exception of any applicable prior invention assignment. In addition, if the Company Group is or becomes a party to one or more agreements with Executive related to the matters subject to Section 6, Section 7, and Section 8, such other agreement(s) shall remain in full force and effect and continue in addition to, and not in lieu of, this Agreement, including, without limitation, any covenants pertaining to confidentiality, nondisclosure, non-competition, intellectual property, non-solicitation and non-disparagement applicable to Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(h) Compliance with Code Section 409A.

receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest.


	If to the Company:

	Jersey Mike’s Franchise Systems, Inc. 2251 Landmark Place Manasquan, New Jersey 08736 Attention: General Counsel

	with a copy to (which shall not constitute notice)

	c/o Blackstone Inc. 345 Park Avenue New York, New York 10154
	Attention:	Michael Staub
		Devon Rinker
	Email:	[email address]

	and

	c/o Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017
	Attention:	Gregory T. Grogan
		[email address]

	If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

(j) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider or that could restrict the ability of Executive to perform Executive’s duties hereunder. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement and related equity-based award agreements.

(i) Executive becomes aware of any claims that may be filed or threatened against the Company Group or its affiliates, other than as may be filed by Executive and (ii) to the extent Executive is legally permitted, if Executive is asked to assist in any investigation of the Company Group or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company Group or its affiliates with respect to such investigation, and shall not do so unless legally required.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


JERSEY MIKE’S FRANCHISE SYSTEMS, LLC


/s/ Charlie Morrison
By:	Charlie Morrison
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


EXECUTIVE


/s/ Scott McLester
Scott McLester

Exhibit 10.14

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated August 23, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Betsy Mercado (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief People Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment to commence on September 29, 2025 (the “Effective Date”).

1. Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall commence employment with the Company for a period commencing on the Effective Date, on the terms and subject to the conditions set forth in this Agreement and until terminated in accordance with Section 5 of this Agreement (the “Employment Term”). Executive acknowledges and agrees that Executive’s employment with the Company is at-will. Executive further acknowledges and agrees that nothing in this Agreement gives Executive the right to remain an employee of the Company or any member of the Company Group (as defined below).

2. Position, Duties, Authority, Principal Work Location and Policies.

(a) During the Employment Term, Executive shall serve as the Chief People Officer of the Company. In such position, Executive shall have such duties, functions, responsibilities and authority as assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer of the Company.

(d) Executive’s employment is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time.

3. Compensation.

(b) Annual Bonus. During the Employment Term, Executive shall participate in the Company’s annual bonus program and shall be eligible to earn an annual bonus award (an “Annual Bonus”), with a target amount equal to 60% of Base Salary. The Annual Bonus shall be determined based on the achievement of certain performance objectives in a given year, as determined by the board of managers of Jersey Mike’s HoldCo, LLC (such entity, “HoldCo” and such board, the “Board”); provided, however, that for fiscal year 2025 Executive shall receive a guaranteed Annual Bonus in an amount equal to the sum of (x) 60% of the Base Salary (but pro-rated for Executive’s partial year of employment) and (y) $173,250 (the “Minimum 2025 Bonus”). Any Annual Bonus earned under this Section 3(b) (including the Minimum 2025 Bonus) shall be paid to Executive within two and one-half months after the end of the applicable fiscal year, provided that Executive remains employed by the Company in good standing through the applicable payment date and has not delivered a Notice of Termination (as defined below) prior to such payment date. No Annual Bonus shall be payable in respect of any fiscal year (or other performance period) (including the Minimum 2025 Bonus) in which Executive’s employment is terminated, except to the extent provided in Section 5.

4. Benefits.

(c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then‑prevailing business expense policy (which shall include, without limitation, appropriate itemization and substantiation of expenses incurred).

(d) Commuting and Relocation Expenses. For a period of up to six months following the Effective Date (the “Commuting Period”), the Company shall reimburse Executive for reasonable travel expenses incurred by Executive in connection with Executive’s commute between Executive’s primary residence in Ohio and the Company’s offices in Manasquan, New Jersey in order to carry out Executive’s duties and responsibilities under this Agreement (subject to appropriate itemization and substantiation of expenses incurred). Executive shall relocate to New Jersey prior to the six-month anniversary of the Effective Date, and, in connection with such relocation, the Company shall provide Executive with an additional lump sum cash amount based on the estimated amount of moving expenses for the relocation (with the specific terms and amount of such relocation payment to be discussed and mutually agreed upon by the parties hereto in good faith during the Commuting Period).

5. Termination.

(b) By the Company for Cause or by Executive without Good Reason.

prohibition of Executive from participating in any of the affairs of any member of the Company Group; (I) the violation by Executive of any law regarding employment discrimination or sexual harassment or any other act which subjects any member of the Company Group to payment or settlement of any claim on the basis of sex, age, race or other discrimination; or (J) material breach of this Agreement or any other agreement with any member of the Company Group (including, without limitation, any breach of the restrictive covenants of any such agreement) or material breach of any written policy of the any member of the Company Group. Whether or not an event giving rise to “Cause” occurs will be determined by the Board in its sole discretion.

(iii) If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A) Base Salary through the date of termination;

(iv) If Executive resigns for any reason other than Good Reason, provided that Executive will be required to comply with the Notice Period requirement in Section 5(a), Executive shall be entitled to receive the Accrued Rights. During the Notice Period, and subject to the following sentence, Executive shall continue to perform Executive’s duties and obligations under Section 2 hereto as reasonably requested by the Company. In lieu of all or any portion of the Notice Period, the Company, at its sole election, may elect either to (x) pay to Executive Base Salary in lieu of notice (in which case, Executive’s employment shall terminate on the date so elected by the Company) or (y) place Executive on “garden leave” (such period, if elected, the “Garden Leave Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) receive continued Base Salary and medical benefits, but will not be eligible to earn other compensation (including incentive compensation, commissions, or continued vesting in equity incentives or other awards). Following the effective date of termination due to Executive’s resignation for any reason other than Good Reason, except as set forth in this Section 5(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Nothing in this paragraph, including the provisions concerning any Garden Leave Period, is intended to alter or diminish any right or entitlement of the Executive to the Accrued Rights in accordance with the first sentence of this paragraph.

(A) the Accrued Rights;

(d) By the Company Without Cause (other than by reason of death or Disability); Resignation by Executive for Good Reason.

(A) the Accrued Rights;

(B) any Prior Bonus; and

(C) subject to Executive’s continued compliance with Section 6, Section 7, and Section 8 hereof, (i) an amount equal to 12 months of then-current Base Salary paid in equal monthly installments in accordance with the Company’s standard payroll practices; and (ii) if Executive timely elects continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company Group’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment pursuant to this Section 5(d)(i) (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (x) the 12-month anniversary of the date of termination, or (y) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income taxes, to pay the applicable portion of the monthly COBRA premium). Executive may choose to continue the Medical and Dental Benefits under COBRA at Executive’s own expense, if any, for the remainder of the period required by law.

Company Group. Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as a passive investment, securities of any other Person if Executive does not, directly or indirectly, own 1%, in the aggregate, of any class of securities of such other Person; provided further, that during the Employment Term, such exception shall only apply with respect to publicly traded securities. For purposes of this Agreement, (A) “Restricted Area” shall mean within fifty (50) miles of any “Jersey Mike’s” store or office location in the United States, as well as any foreign country, state, province or territory in which the Company Group operates or conducts business or, as of the effective date of Executive’s termination, has plans to operate or conduct business in the future, in each case, at any time during the Restricted Period, (B) “Restricted Business” shall mean (i) any business which derives at least ten percent (10%) of its gross annual revenue from the sale of any Competing Products, (ii) any business, activity, enterprise or venture where Executive devotes the majority of Executive’s business time, skill or efforts to the establishment or development of, or operations related to, any Competing Product, and (iii) the following businesses: Subway, Jimmy John’s, Firehouse Subs, Potbelly Subs, Planet Subs, McAlister’s Deli, Schlotzky’s, Arby’s, Panera Bread, and Mr. Goodcents (including, in each case, any affiliates of such businesses), and (C) “Competing Products” means (i) sandwiches (including, without limitation, submarine-style, deli-style sandwiches or wraps) and (ii) any other food- or beverage-based products that any member of the Company Group sells during the course of Executive’s employment or has taken substantial steps towards developing during Executive’s employment if, in the case of clause (ii) only, such products represent more than five percent (5%) of the Company Group’s gross annual revenue at any point during Executive’s employment with the Company Group. Executive acknowledges that the geographic restrictions set forth in this Section 6(a) are reasonable and necessary to protect the goodwill of the business conducted by the Company Group.

(c) Customer Non-Solicitation; Non-Interference. During the Restricted Period, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other Person, (i) solicit or attempt to solicit business from franchisees, business partners, vendors, suppliers, area directors, distributors, licensees, licensors or other business relations of the Company Group, (ii) interfere or attempt to interfere with the Company Group’s business relationship with its business partners, vendors, suppliers, franchisees, area directors, distributors, licensees, licensors or other business relations (including by making any disparaging statements about the Company Group), or (iii) submit, solicit, encourage or discuss any proposal, plan or offer to acquire an interest in any of the Company Group’s identified potential acquisition targets which are known to Executive or were otherwise identified during Executive’s Employment Term.

7. Intellectual Property.

(b) Disclosure of Prior Inventions. Executive has identified on Exhibit II all inventions, ideas, and expressions of ideas relating in any way to the Restricted Business or demonstrably anticipated research and development that were made by Executive prior to employment with the Company Group (“Prior Inventions, Ideas, and Expressions of Ideas”), and Executive represents that such list is complete. Executive agrees that Executive will not incorporate, or permit to be incorporated, such Prior Inventions, Ideas, and Expressions of Ideas in any Company Group Intellectual Property without the Company’s prior written consent. If there is no such list on Exhibit II, Executive represents that Executive has made no such Prior Inventions, Ideas, and Expressions of Ideas at the time of signing this Agreement.

8. Confidential Information.

result of any act or omission by Executive in violation of this letter; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process, or similar process, Executive shall (i) to the extent practicable and not prohibited by law, notify the Company promptly, and consult with and assist (to the extent practicable and not prohibited by law) the Company, at the Company’s expense, in seeking a protective order, (ii) in the event that such protective order is not obtained, or if the Company waives compliance with the terms hereof, disclose only that portion of the Confidential Information which is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof.

(b) For purposes of this Agreement, “Confidential Information” includes all non-public information (whether a Trade Secret or not and whether proprietary or not) relating to the Company Group’s business, and its owners (including Blackstone Inc. and its affiliates) or their family members, that the Company Group either treats as confidential, is of value to the Company Group, or is important to the Company Group’s business and operations, including but not limited to the following specific items: Trade Secrets, actual or prospective customers and customer lists; sales; actual and prospective pricing; rebate information; products; know-how; recipes; proprietary food preparation techniques; industrial engineering; manufacturing processes, methods and techniques; research and development; designs, patents, trademarks, copyrights and any other intellectual property; information systems and software; business plans, budgets, forecasts and projections; negotiations and contracts; financial statements; loan agreements; raw materials, raw material usage and raw material costs; all cost and expense data regarding any area of the Company Group’s business; marketing strategies; information regarding the specific needs and requirements of the Company Group, its customers, vendors and suppliers; employment and personnel information, benefits and benefit plans and employee compensation; licenses; licensors; real and personal property leases and lease terms; legal matters; non-public information relating to the Company Group’s owners and their family members; any other non-public business information regarding the Company Group, including but not limited to any information or documents labeled “Confidential” or “Secret;” or any information, data or documents for which a reasonable person would know is of a confidential or proprietary nature, including but not limited to this Agreement and the negotiations leading to it.

Confidential Information does not include information that:

(i) Executive can demonstrate was already in the public domain when it was disclosed to Executive; or

(ii) Becomes part of the public domain under circumstances other than Executive’s direct or indirect unauthorized act or omission.

individual files a lawsuit against the Company Group alleging that the Company Group retaliated against the individual because of Executive’s disclosure, Executive may disclose the relevant trade secret or confidential information to Executive’s attorney and may use the same in the court proceeding only if (i) Executive ensures that any court filing that includes the trade secret or confidential information at issue is made under seal; and (ii) Executive does not otherwise disclose the trade secret or confidential information except as required by court order.

10. Miscellaneous.

(c) Entire Agreement; Amendments. This Agreement (including, without limitation, the schedules and exhibits attached hereto) contains the entire understanding of the parties with respect to the employment of Executive by any member of the Company Group, and supersedes all prior agreements and understandings (including, without limitation, any offer of employment letter provided to Executive, and any verbal agreements or understandings) between Executive and any member of the Company Group regarding the terms and conditions of Executive’s employment with the Company Group, with the exception of any applicable prior invention assignment. In addition, if the Company Group is or becomes a party to one or more agreements with Executive related to the matters subject to Section 6, Section 7, and Section 8, such other agreement(s) shall remain in full force and effect and continue in addition to, and not in lieu of, this Agreement, including, without limitation, any covenants pertaining to confidentiality, nondisclosure, non-competition, intellectual property, non-solicitation and non-disparagement applicable to Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(h) Compliance with Code Section 409A.

calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (C) Executive’s right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit.


If to the Company:

Jersey Mike’s Franchise Systems, Inc.
2251 Landmark Place
Manasquan, New Jersey 08736
Attention: General Counsel

with a copy to (which shall not constitute notice)

c/o Blackstone Inc.
345 Park Avenue
New York, New York 10154
Attention:	Michael Staub
	Devon Rinker
Email:	[email address]

and

c/o Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention:	Gregory T. Grogan
	[email address]

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

(j) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider or that could restrict the ability of Executive to perform Executive’s duties hereunder. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement and related equity-based award agreements.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


JERSEY MIKE’S FRANCHISE SYSTEMS, LLC


/s/ Charlie Morrison
By:	Charlie Morrison
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

      EXECUTIVE

     

      /s/ Betsy Mercado

     

      Betsy Mercado

     

Exhibit 10.15

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Jersey Mike’s Franchise Systems, Inc. (the “Company”) and Peter Cancro (“Executive”) on November 8, 2024, and shall be effective as of the Effective Date (as defined below).

RECITALS:

WHEREAS, this Agreement (i) is being entered into in connection with the transactions contemplated by that certain Equity Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”) by and among Submarine Buyer LLC, a Delaware limited liability company, (“Purchaser”), the Company, Jersey Shore Construction LLC, a New Jersey limited liability company, Jersey Mike’s Inc., a Delaware corporation (the “Principal Seller”), and, with respect to certain sections therein, Executive, and (ii) shall be effective as of the Closing (as defined in the Purchase Agreement) (the “Effective Date”);

WHEREAS, Executive currently serves as the Chief Executive Officer of the Company; and

WHEREAS, effective upon and subject to the Closing, the Company desires to continue to employ Executive as its Chief Executive Officer, and Executive desires to accept such continued employment, in each case, on the terms hereof.

1. Term of Employment. Subject to the provisions of Section 5 of this Agreement, Executive shall continue employment with the Company for a period commencing on the Effective Date and ending on the first anniversary of the Effective Date on the terms and subject to the conditions set forth in this Agreement (such period, the “Employment Term” and the end of such period, the “Employment Term End Date”). If the transactions contemplated by the Purchase Agreement are not consummated for any reason, this Agreement shall not become effective, shall have no force or effect, and shall be null and void ab initio.

2. Position, Duties, Authority, Principal Work Location and Policies.

(a) During the Employment Term, Executive shall serve as the Chief Executive Officer of the Company. In such position, Executive shall have such duties, functions, responsibilities, and authority consistent with Executive’s position and title and as assigned to Executive by the board of directors of the Company (the “Board”). Executive shall report directly to the Board. Executive shall also serve as Chairman of the board of managers of HoldCo (as defined in Purchase Agreement) (such board, the “Parent Board”) during the Employment Term.

(b) Executive will devote substantially all of Executive’s business time and best efforts to the performance of Executive’s duties to the Company and its subsidiaries (the “Company Group”) (excluding periods of approved time off or leave of absence) and will not engage in any other business activities that could conflict with Executive’s duties or services to the Company Group or otherwise materially affect the performance of Executive’s duties to the Company; provided, however, that the foregoing shall not prevent Executive from (i) serving on the board of directors (and board committees) of non-profit organizations and, with the prior written approval of the Parent Board, serving on the board of directors (and board committees) of other for-profit organizations; (ii) participating in charitable, civic, educational, professional, community or industry affairs; and (iii) managing Executive’s passive personal investments, so long as such activities do not, in the aggregate, interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict.

(c) Executive’s employment and service as a member of the Parent Board is subject to all the terms and conditions of the Company Group’s policies and codes of conduct as in effect from time to time.

3. Annual Compensation. During the Employment Term, Executive shall be paid annual compensation (“Annual Compensation”) at the rate of $3,000,000 per year, payable in regular installments in cash in accordance with the usual payment practices of the Company Group.

4. Benefits.

(c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder and service on the Parent Board (“Business Expenses”) in accordance with its then-prevailing business expense policy and, to the extent such Business Expenses relate to travel, in accordance with the Company’s travel policy (as may be in place from time to time) (which policies shall include, without limitation, appropriate itemization and substantiation of expenses incurred).

(d) Reimbursement for Aircraft Use. During the Employment Term, the Company and Executive acknowledge that the Executive will use the aircraft owned by Farnborough LLC to travel for business purposes. During the Employment Term, the Company shall reimburse Executive at cost for Executive’s use of such aircraft for business purposes, subject to receipt by the Company of appropriate documentation regarding such expenses. The cost to use the aircraft shall be charged on an hourly basis at a rate of $6,000 per hour of flight time, subject to compliance with all applicable laws and regulations.

5. Termination.

(a) The Employment Term and Executive’s employment hereunder shall terminate automatically upon the Employment Term End Date, but may be terminated earlier (A) automatically upon Executive’s death or Disability, (B) by the Executive upon at least ninety (90) days’ advanced written notice to the Company of such resignation (the “Notice Period”), or (C) by the Company for Cause (as defined below), with immediate effect. Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company.

(b) Consequences of Termination.

(i) Accrued Obligations. If Executive’s employment is terminated for any reason, Executive shall be entitled to receive the following benefits (the “Accrued Obligations”): (A) any accrued Annual Compensation earned through the date of Executive’s termination of employment, (B) reimbursement, within 60 days following receipt by the Company of Executive’s claim for such reimbursement (including appropriate supporting documentation), for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to Executive’s termination; provided, that such claims for such reimbursement are submitted to the Company within 90 days following the date of Executive’s termination of employment; and (C) such Employee Benefits (other than with respect to annual or quarterly bonuses, incentive plans and severance benefits), if any, to which Executive may be entitled, payable in accordance with the terms and conditions of plan, program and policies.

(ii) Additional Provisions on Resignation. In the event of Executive’s resignation, during the Notice Period, and subject to the following sentence, Executive shall continue to perform Executive’s duties and obligations under Section 2 hereto as reasonably requested by the Company. In lieu of all or any portion of the Notice Period, the Company, at its sole election, may elect either to (x) pay to Executive Annual Compensation in lieu of notice (in which case, Executive’s employment shall terminate on the date so elected by the Company) or (y) place Executive on “garden leave” (such period, if elected, the “Garden Leave Period”). If such Garden Leave Period is elected by the Company, then during the Garden Leave Period, Executive shall (x) remain an employee of the Company but not be required to perform any duties for the Company or attend work and (y) be eligible for continued Annual Compensation and medical benefits, but no other compensation, including no incentive compensation, commissions, or continued vesting in equity incentives or other awards (if any).

(i) Severance. If Executive’s employment is terminated by the Company for any reason (other than as a result of Executive’s death or Disability or resignation) prior to the Employment Term End Date, Executive shall be entitled to receive, in addition to any Accrued Obligations, the following severance benefits (the “Severance Benefits”), subject to Section 5(c)(ii): (A) the remaining amount of Executive’s Annual Compensation that would have been paid through the Employment Term End Date had Executive continued to be employed through the Employment Term End Date, payable in substantially equal installments in accordance with the payroll practices of the Company through the Employment Term End Date (commencing on

the first payroll period following the Release Effective Date (as defined below)), and (B) if Executive timely elects continuation of Executive’s medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s coverage and participation under the Company’s medical and dental benefit plans in which Executive was participating immediately prior to termination of employment (“Medical and Dental Benefits”) shall continue at the same cost to Executive as the cost for the Medical and Dental Benefits immediately prior to such termination until the earlier of (i) Employment Term End Date and (ii) the date on which Executive becomes eligible for medical and/or dental coverage from Executive’s subsequent employer (it being understood that such continuation of coverage may be made by paying Executive a series of monthly payments sufficient, after payment of federal, state and local income tax, to pay the employer portion of Executive’s applicable monthly COBRA premium). For the sake of clarity, in the event Executive’s employment is terminated, Executive shall have no further rights to any compensation or any other benefits under this Agreement, except for the Accrued Obligations and, in the event Executive’s employment is terminated by the Company, the Severance Benefits in accordance with this Section 5(c).

(ii) Release. Notwithstanding any provision herein to the contrary, payment of the Severance Benefits is subject to (A) Executive’s execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”), within 60 days following the date of termination and (B) the expiration of any revocation period contained in such Release (the date the Release becomes irrevocable and effective, the “Release Effective Date”), and (C) continued compliance with the Restrictive Covenant Agreement (as defined below). Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the 60-day period following the date of termination begins in one calendar year and ends in a second calendar year, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day (regardless of when the Release is delivered), after which any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(d) Notice of Termination; Board/Committee Resignation. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) pursuant to Section 5 of this Agreement shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the board of managers or comparable governing bodies (and any committees thereof) of any other Company Group member (excluding the Parent Board, unless such termination is a termination by the Company for Cause or as a result of Executive’s death or Disability).

(e) Suspension. If the Company has reasonable grounds to believe that an event constituting Cause may have occurred, the Company shall have the right to suspend any or all of Executive’s duties, functions, responsibilities or authorities, or require Executive to take “garden leave” for such reasonable period and on such terms as it considers appropriate, including a requirement that Executive shall not be present on the Company’s premises or contact any of its suppliers, clients, franchisees, business relations, customers or staff. Any suspension and/or garden leave pursuant to this Section 5(e) will be on full pay, and Executive’s benefits under this Agreement will continue to be provided.

(f) Definitions. For purposes of this Agreement:

(i) “Cause” shall mean (A) any breach by Executive of any of Executive’s material obligations under this Agreement, the Restrictive Covenant Agreement (as defined below), or any other written agreement between Executive and any other member of the Company Group or any written policy of the Company Group; (B) Executive’s failure, refusal, or inability to substantially perform the duties reasonably required of Executive as an employee or service provider of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nobo contendere to, (1) a felony or (2) other crime involving fraud or moral turpitude (or any other crime relating to the Company Group which is, or could reasonably be expected to be, materially injurious to the Company Group); (D) Executive’s theft, dishonesty or other misconduct; (E) Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset of the Company Group (including, without limitation, Executive’s unauthorized use or disclosure of the Company Group’s confidential or proprietary information); (F) any act(s) constituting employment discrimination or sexual harassment; or (G) Executive’s use of illegal drugs, or Executive’s abuse of alcohol or prescription drugs, that impairs Executive’s ability to perform Executive’s duties or, as determined in the Parent Board’s sole discretion, otherwise makes Executive unfit to serve as an officer of the Company Group.

(ii) “Disability” shall mean any medically determinable physical or mental impairment resulting in Executive’s inability to engage in any substantial gainful activity, where such impairment can be expected to result in death or can be expected to last for a continuous period of inability to engage in any substantial gainful activity of not less than 12 months. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company).

6. Restrictive Covenant Agreement. Executive acknowledges and agrees that (a) Executive shall continue to comply with the terms of that certain Restrictive Covenant Agreement entered into as of the date hereof by and between Purchaser, on the one hand, and each of Executive and the Principal Seller on the other hand (the “Restrictive Covenant Agreement”), and (b) the provisions of the Restrictive Covenant Agreement shall survive the termination of Executive’s employment.

7. Miscellaneous.

(a) Indemnification; Directors’ and Officers’ Insurance. The Company shall indemnify and hold Executive harmless to the maximum extent permitted by applicable law from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by Executive from the Company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever (collectively, “Claims and Expenses”), which may be imposed on, incurred by or asserted at any time against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of any Company Group member, or Executive’s service in any such capacity or similar capacity with an affiliate of the Company Group or other entity at the request of the Company Group; provided, that Executive shall not be entitled to indemnification hereunder against any Claims and Expenses that are finally determined by a court of competent jurisdiction to have resulted from any act or omission that (i) is a criminal act by Executive or that Executive had no reasonable cause to believe was lawful or (ii) constitutes fraud, gross negligence or willful misconduct by Executive. The Company (or other Company Group member) will maintain directors’ and officers’ insurance providing coverage in such scope and subject to such limits as the Company determines, in its discretion, is appropriate.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws principles thereof that would direct the application of the law of any other jurisdiction.

(c) Jurisdiction; Venue. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the State of New Jersey over any suit, action or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the courts of New Jersey, federal or state. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 7(j).

(d) Entire Agreement; Amendments. This Agreement (including, without limitation, the schedules and exhibits attached hereto) contains the entire understanding of the parties with respect to the employment of Executive by any member of the Company Group, and supersedes all prior agreements and understandings (including, without limitation, any verbal agreements or understandings) between Executive and any member of the Company Group regarding the terms and conditions of Executive’s employment with the Company Group. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(e) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(f) Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided herein and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to any Company Group member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer (except as provided for in Section 5(c)(i)(B)), self-employment or other endeavor.

(g) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(h) Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or any parties of the business operations of the Company, or to any Company Group member. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

(i) Compliance with Code Section 409A.

(iii) Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (x) six months and one day after such separation from service and (y) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(j) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.


If to the Company:

Jersey Mike’s Franchise Systems, Inc.
2251 Landmark Place
Manasquan, New Jersey 08736
Attention:	Walter Tombs [email address]
	Jamie Kapalko
	[email address]

with a copy to (which shall not constitute notice)

c/o Blackstone Inc.
345 Park Avenue
New York, New York 10154
Attention:	Peter Wallace
	[email address]

and

c/o Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention:	Gregory T. Grogan
	[email address]

and with a copy to (prior to the Effective Date)

White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Attention:	Gregory Pryor
	[email address]

and

White & Case LLP
111 S Wacker Dr #5100
Chicago, Illinois 60606
Attention:	Jeff Gilson
	[email address]

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

(k) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider or that could restrict the ability of Executive to perform Executive’s duties hereunder. Executive agrees that the Company is relying on the foregoing representations in entering into this Agreement and related equity-based award agreements.

(l) Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving any Company Group member (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by any Company Group member. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, the applicable Company Group member shall (i) use its reasonable efforts to minimize interruptions to Executive’s personal and professional schedule and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses. Executive agrees to promptly inform the Company Group if (i) Executive becomes aware of any claims that may be filed or threatened against the Company Group or its affiliates, other than as may be filed by Executive and (ii) to the extent Executive is legally permitted, if Executive is asked to assist in any investigation of the Company Group or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company Group or its affiliates with respect to such investigation, and shall not do so unless legally required.

(m) Withholding Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(n) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The execution of this Agreement may be by actual, facsimile or electronic signature.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


JERSEY MIKE'S FRANCHISE SYSTEMS, INC.


/s/ Peter Cancro
By:	Peter Cancro
Title:	Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

      EXECUTIVE

     

      /s/ Peter Cancro

     

      Peter Cancro

     

Exhibit 10.16

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment (this “Amendment”) to the Agreement (as defined below), is made as of January 15, 2025, by and between Jersey Mike’s Franchise Systems, LLC (formerly known as Jersey Mike’s Franchise Systems, Inc.) (the “Company”) and Peter Cancro (“Executive”). Capitalized terms used herein but not otherwise defined have the meanings as set forth in the Agreement.

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated as of November 8, 2024 (the “Agreement”), and now desire to amend the Agreement as set forth herein;

WHEREAS, pursuant to Section 7(d) of the Agreement, the Agreement may be amended by written instrument signed by the Company and the Executive.

NOW, THEREFORE, the Agreement is hereby amended as follows:

Amendments.

Section 4(d) of the Agreement is hereby amended and restated as follows:

“Air Transportation Stipend. During the Employment Term, the Company and Executive acknowledge that Executive will use air transportation to travel from time to time for business purposes. During the Employment Term, the Company shall pay Executive a fixed amount of $166,666.66 per month, payable in arrears and pro-rated for any partial month of the Employment Term, in light of the business expenses incurred by him related to such air transportation.”

Except to the limited extent expressly modified by this Amendment, the Agreement shall remain and continue in full force and effect without modification hereby, and the Agreement, as amended by this Amendment, is hereby ratified and affirmed in all respects.

This Amendment may be executed by .pdf or facsimile signatures in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the Agreement as of the day and year first above written.


/s/ Peter Cancro		/s/ Peter Cancro

Jersey Mike's Franchise Systems, LLC		Peter Cancro

By:	Peter Cancro
Title:	President, Chief Executive Officer

Exhibit 10.17

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and between Jersey Mike’s Franchise Systems, Inc. (“JMFS”) located at 2251 Landmark Place, Manasquan, New Jersey, and Walter Tombs (“Employee”) of 1.410 Cortland Drive, Manasquan, New Jersey, 08736, for the mutual consideration set forth herein.

1. Title. Employee will serve as JMFS’s Chief Financial Officer, reporting to Peter Cancro, current JMFS Chief Executive Officer, the CEO’s designee or successor (“CEO”).

2. Duties. Employee will be responsible for the day-to-day financial operation of JMFS, with the advice and consent of the CEO, as well as for any other responsibilities as may be assigned by the CEO to Employee from time to time.

3. Salary. Employee will receive a minimum salary of $750,000.00 per year, payable in accordance with JMFS’s usual schedule for the payment of employees’ salaries. Upward salary adjustments may be made by the CEO thereafter for as long as Employee remains employed. Adjustments will be determined by the CEO’s view of Employee’s performance and conduct, plus JMFS’s performance, and anything else the CEO deems relevant.

Employee’s employment with JMFS will be for a ten (10) year term, unless Employee resigns, dies, is permanently disabled or the employment is terminated for the reasons described herein.

4. Bonuses.

(a) Sign-on award: As consideration for execution of this Agreement and without making any payments for franchise fees, buy-in fees or the like or escrowing any funds, Employee shall receive a 49% ownership interest in two Jersey Mike’s restaurants. The restaurants shall be identified by the CEO by _, 2016 and the ownership interests shall be granted by _, 2017. It is anticipated that ownership of the above-described restaurants has been or will be placed in limited liability companies created or to be created for that purpose, JMFS and CEO agree to prepare and execute whatever documents and to take whatever other steps may be necessary to fully and immediately vest Employee’s ownership interest in the restaurants. Employee’s ownership interest in the restaurants shall not be contingent on his continued, employment as CFO of JMFS. Employee will maintain the respective ownership interests following the cessation ‘of Employee’s employment and shall be free to grant or bequeath such interests to his spouse, children or heirs.

(b) Annual bonuses: For the duration of his employment by JMFS, Employee shall be eligible to receive an annual bonus. The decision to provide Employee with a bonus and the amount of any such bonus is at the sole discretion of the CEO. Generally, Employee’s bonus, if any, will be determined by the CEO, based on the CEO’s view of Employee’s performance and conduct, plus JMFS’s performance, and anything else the CEO deems relevant. All bonus and salary payments to Employee will be made less lawful deductions and withholdings.

5. Benefits. Employee will receive five (5) weeks of paid vacation each year from the inception of employment. Such vacation will not be accrued. Employee will be eligible for oth.er benefits., such as existing health and dental insurance plans, and 40l(k) plan pursuant to the tenns of each plan. Employee also shall be entitled to participate in such other benefit plans or programs as JMFS may make available to members of senior management. For the duration of this Agreement, including any renewal terms, JMFS shall pay 100% of the premiums for Employee’s health and dental insurance without contribution by Employee.

6. Representations. Employee represents he is not a party to any confidentiality, non-solicit, non-compete or other agreement that would prevent or limit him from working for JMFS.

7. Term and Termination of Agreement. The initial term of this Agreement is ten years (“Initial Term”), from July 1, 2016 through June 30, 2026. The Agreement may be terminated earlier:

(a) by Employee upon three months’ notice, with JMFS making payments for: (i) any earned but unpaid previous year’s bonus; (ii) any accrued but unused vacation days available under the terms of this Agreement; and (iii) any unreimbursed business expenses; or

(b) by JMFS for Cause, with no further obligation to Employee other than making payments for: (i) any earned but unpaid previous year’s bonus; (ii) any accrued but unused vacation days available under the terms of this Agreement; and (iii) any unreimbursed business expenses.

For the purpose of this Agreement, “Cause” shall mean:

1. Conviction for a felony involving the money or property of JMFS and resulting in material and demonstrable damage to the reputation and business of JMFS

2. ‘Willful breach of this Agreement or continued failure to perform duties hereunder following receipt of written notice from JMFS setting forth each of the alleged performance deficiencies in detail and affording an opportunity to cure over the succeeding thirty days. For purposes of this section, no act or failure to act by Employee shall be considered “willful” if such act is done by Employee in the good faith belief that such act is or was to be beneficial to JMFS, or such failure to act is due to Employee’s good faith belief that such action would be materially harmful to JMFS.

“Cause” shall not include (a) any acts or omissions consistent with the instruction of the Board, CEO or General Counsel of JMFS or in reliance upon the advice of professional consultants of JMFS, including accountants or attorneys; or (b) failure of JMFS or Employee to meet performance objectives or standards.

The Initial Term of the Agreement shall be automatically extended for successive one-year terms (the “Renewal Terms”) unless Employee receives written notice at least 90 days prior to the relevant anniversary date (June 30, 2026 being the first relevant anniversary date) of JMFS’s election not to renew the Agreement. If, during a Renewal Term, JMFS exercises its right to not renew the Agreement, Employee shall receive a severance payment of not less than six months of

the base salary amount in the preceding year. Nothing in this paragraph should be interpreted as granting JMFS or its acquirers, successors or assigns any right to terminate or non-renew the Agreement prior to expiration of the Initial Term except for “Cause” as set forth above.

8. Indemnification. If Employee is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or in any way relating to Employee’s status, acts, omissions, statements or service as an employee, officer, director or trustee of JMFS or to Employee’s ownership interest in any Jersey Mike’s restaurants, JMFS shall indemnify and hold Employee harmless to the fullest extent authorized by law, even if the claims are based on Employee’s actual or alleged negligence or misconduct. JMFS’ indemnity obligation shall include full reimbursement of Employee’s attorneys’ fees and costs as they become due and shall continue even if Employee is no longer employed by JMFS and shall inure to the benefit of Employee’s heir, executors and administrators. Also, JMFS shall arrange for Employee to be designated as an insured under its directors and officers and errors and omissions insurance policies for all acts or omissions arising out of his employment by JMFS and shall maintain such coverage following cessation of Employee’s employment.

9. Post-Employment Restrictions. Employee agrees always to maintain the confidence of the trade secrets and other business information of JMFS, its franchisees, vendors or business until such trade secrets or business information is in the public domain other than as a result of Employee’s breach of his confidentiality obligation. For one year following the termination of Employee’s employment for any reason, Employee will not directly or indirectly work for or own any entity or individual that competes with JMFS.

10. Successors. This Agreement is binding upon, and will inure to the benefit of, JMFS and its acquirers, successors and assigns. Any acquirers, successors and assigns shall be obligated to honor all of terms of this Agreement for the entire remainder of the ten-year Initial Term and any applicable Renewal Term and make all payments due to Employee hereunder. If there is a change in control of JMFS (including but not limited to appointment of a new CEO, a transfer of more than 50% of the stock of JMFS or a sale of a substantial portion of JMFS’ assets), JMFS shall remain obligated to honor all provisions of this Agreement and make all payments owed to Employee.

11. Section 409A of Internal Revenue Code. To the maximum extent permitted by law, this Agreement shall be interpreted in such a manner that the payments to Employee under this Agreement are either exempt from, or comply with, Section 409A of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (collectively “Section 409A”), including without limitation any such regulations or interpretive guidance that may be issued after the effective date of thi s Agreement, Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as defined in Section 409A as of the date of cessation of Employee’s employment, then, to the extent any payment under this Agreement resulting from Employee’s cessation of employment constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A) and to tire extent required by Section 409A, no payments due under this Agreement, as of the date of cessation of Employee’s employment shall, be made until file earlier of (i) the first date following the six month anniversary of Employee’s cessation of employment or (ii) Employee’s date of death; provided, however, that

any payments delayed during this six-month period shall be paid in the aggregate in a lump sum as soon as reasonably practicable following the six month anniversary of Employee’s cessation of employment,

12. Choice of Law and Forum. This Agreement shall be governed by the laws of the State of New Jersey. Employee and JMFS agree that the federal and state courts in New Jersey shall have the exclusive jurisdiction to resolve any disputes between them,

13. Entire Agreement. This Agreement sets forth the entire understanding between Employee and JMFS. No changes to this Agreement shall be effective unless made in a writing signed by Employee and JMFS.


EMPLOYEE:		JMFS:

		JERSEY MIKE’S FRANCHISE SYSTEMS, INC.
/s/ Walter Tombs /s/ Peter Cancro
Walter Tombs		Peter Cancro, CEO

Date:	5-13-16	Date:	5-16-16

Exhibit 10.18

TRANSITION AGREEMENT AND GENERAL RELEASE

THIS TRANSITION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made as of the 10th day of December, 2025 (the “Agreement Date”) by and among Walter Tombs, an individual (“Executive”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company (the “Company”), and, solely for purposes of Sections 4 and 5, Jersey Mike’s Management Aggregator LLC, a Delaware limited liability company (“Aggregator”). Reference is hereby made to that certain Employment Agreement entered into between the Company and Executive, dated as of May 13, 2016 (the “Employment Agreement”). In consideration of the payments and benefits described herein to be provided to Executive, the sufficiency of which is acknowledged hereby, Executive and the Company agree as follows:

1. Role Change; Separation From Employment. From the Agreement Date until the date the Company’s successor’s Chief Financial Officer commences employment (which is anticipated to be December 2, 2025) (the “CFO Transition Date”), Executive’s employment with the Company in the role of Chief Financial Officer shall continue (unless earlier terminated in accordance with the terms of the Employment Agreement). Effective as of the CFO Transition Date, Executive’s role as Chief Financial Officer of the Company and as an officer of the Company or any of its parents, subsidiaries or affiliates (as applicable) will cease, and Executive shall resign from such positions. However, the Company shall continue to employ Executive in a new role through January 1, 2026 (unless earlier terminated by the Company or by the Executive). Effective as of January 2, 2026 (the “Transition Date”), Executive’s employment with the Company shall be terminated and Executive shall no longer hold any positions with the Company or any of its parents, subsidiaries or affiliates (other than the new consulting role, as further described in Section 3 below). Executive agrees to execute and deliver to the Company such documents to effect such termination and other resignations described in this Section 1 as may be reasonably requested by the Company or its affiliates. Executive agrees and acknowledges that this Agreement constitutes the Company and Executive’s mutual agreement that (i) the Executive’s role as Chief Financial Officer shall cease on the CFO Transition Date and references to Executive’s role as Chief Financial Officer in the Employment Agreement shall no longer be applicable, (ii) the Employment Agreement and Executive’s employment with the Company shall terminate on the Transition Date (unless earlier terminated by the Company or by the Executive), and (iii) Executive is not entitled to and shall not receive severance benefits in connection with the cessation of Executive’s role as Chief Financial Officer on the CFO Transition Date or Executive’s termination of employment on the Transition Date. In the event Executive’s employment with the Company is terminated earlier than the Transition Date, the existing terms of the Employment Agreement shall continue apply (in lieu of those provided under this Agreement).

2. Continuing Duties and Compensation During Transition Employment Period. Between the CFO Transition Date and the Transition Date (or such earlier date that Executive’s employment with the Company is terminated) (the “Transition Employment Period”), Executive shall continue to be employed by the Company and shall perform substantial services to the Company during the Transition Employment Period (including transition services). During the Transition Employment Period, Executive shall (i) continue to receive Executive’s annual base salary at the same rate in effect as of the Agreement Date and (ii) remain eligible to participate in

the Company’s employee benefit plans to the same extent as Executive is eligible as of the Agreement Date, subject to the terms and conditions of such employee benefit plans as in effect from time to time. In addition, during the Transition Employment Period, the Company shall pay (or otherwise reimburse Executive for the cost of) Executive’s and Executive’s spouse and eligible dependents’ health care premiums under the Company’s group health coverage and continue to provide Executive with Executive’s car allowance (as in effect as of the date hereof) (“Car Allowance Benefit”).

3. Advisory Arrangement; Compensation for Services.

(a)

Provided that Executive remains employed by the Company through January 1, 2026, the Company agrees to retain Executive, and Executive agrees to serve, as a consultant during the period commencing on the Transition Date and continuing until January 16, 2027 (such period, the “Advisory Term”). During the Advisory Term, Executive shall, from time to time, if and as requested by the Company and/or the board of managers of HoldCo (the “Board”), provide consultation and transition services to the Company (including the successor Chief Financial Officer), as requested by Chief Executive Officer of the Company or the Board from time to time (the “Services”).

(b)

In exchange for the Services, Executive shall be compensated via a consulting fee during the Advisory Term (the “Advisory Fee”), which shall be paid to WCT Consulting, LLC, which is wholly owned by Executive, as follows:

(i) For the period commencing on Transition Date until June 30, 2026 (the “Initial Period”), a fee at a rate of $1,000,000 per annum (which reflects Executive’s current annual base salary), which such fee shall be paid to Executive in bi-weekly installments.

(ii) For the period commencing on July 1, 2026 until January 16, 2027, a fee equal to $500,000 (in total), which shall be paid to Executive in substantially equal bi-weekly installments during such period.

(c)

In addition, Executive shall receive the following benefits during the Advisory Term (“Advisory Term Benefits”):

(i) During the Initial Period, the Car Allowance Benefit, and

(ii) If Executive timely elects continuation of Executive’s medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay or otherwise reimburse Executive for the full cost of COBRA premiums during the Advisory Term (or until the date on which Executive becomes eligible for medical coverage from Executive’s subsequent employer, if earlier).

(d)

The Company shall also reimburse Executive for reasonable business expenses incurred during the Advisory Term; provided, that such expenses are submitted for reimbursement in compliance with the Company’s reimbursement policies.

(e)

The Company and Executive may terminate the Advisory Term at any time upon written notice to the other party. Upon termination of the Advisory Term by the Company without Cause (as defined in the Employment Agreement) prior to January 16, 2027 (the “Advisory Term Expiration Date”), the Company shall continue to provide the Advisory Fee and Advisory Term Benefits for the applicable time periods specified in Section 3(b) and Section 3(c) (as if Executive continued to provide the Services through the Advisory Term Expiration Date) (the “Advisory Termination Benefits”), subject to the Advisory Release Requirement (as described in Section 5 below). If the Advisory Term is terminated for any other reason, the Advisory Fee and Advisory Term Benefits shall immediately cease.

(f)

During the Advisory Term, Executive shall not be an employee of the Company. Executive shall have no authority to act as an agent of the Company, except on authority specifically so delegated, and Executive shall not represent to the contrary to any person. Executive shall not direct the work of any employee of the Company, or make any management decisions, or undertake to commit the Company to any course of action in relation to third persons. Although the Company may specify the reasonable results to be achieved by Executive and may reasonably control and direct Executive in that regard, the Company shall not control or direct Executive as to the specific manner by which such results are accomplished.

4. Equity.

(a)

The capitalized terms used, but not otherwise defined in this Section 4(a), shall have their respective meanings set forth in the Incentive Unit Subscription Agreement, by and between Executive, Aggregator and Jersey Mike’s HoldCo, LLC (“HoldCo”), dated as of August 8, 2025 (the “Incentive Unit Subscription Agreement”). Executive acknowledges and agrees that as of the date hereof, Executive holds 22,423,153 Class B Units in Aggregator (such units, the “Class B Units”) of which 7,474,384 are Time-Vesting Units and 14,948,769 of which are Performance-Vesting Units. Notwithstanding anything to the contrary in the Incentive Unit Subscription Agreement and subject to Executive’s satisfaction of the Employment Release Requirement (defined below), the following terms shall apply:

(i)

Upon termination of Executive’s employment with the Company on the Transition Date, any then-unvested Time-Vesting Units shall remain outstanding and eligible to vest during the Advisory Term in accordance with the time vesting schedule set forth in Section 1(a) in Schedule A of the Incentive Unit Subscription Agreement (as if Executive remained employed with the Company during such period), subject to Executive’s continued provision of Services through each applicable vesting date (the “Continued Vesting Benefit”). Upon termination of the Advisory Term, any remaining unvested Time-Vesting Units shall be forfeited for no consideration. For the sake of clarity, this Section 4(a)(i) is intended to provide Executive with the opportunity to vest in 40% of Executive’s Time-Vesting Units vest during the Advisory Term, subject to Executive’s continued provision of Services through each applicable vesting date.

(ii)

Upon the Transition Date, any unvested Performance-Vesting Units then held by Executive shall be cancelled and forfeited for no consideration.

(iii)

Any vested Class B Units (including any Time-Vesting Units that vest following Executive’s termination of employment with the Company) shall be subject to repurchase in accordance with Section 4.1(b) of the Incentive Unit Subscription Agreement.

Notwithstanding anything herein to the contrary, if Executive’s Services are terminated by the Company for Cause (as defined in the Employment Agreement) or Executive commits a Restrictive Covenant Violation, all Class B Units held by Executive as of such date (whether vested or unvested) shall be forfeited for no consideration.

(b)

Executive acknowledges and agrees that, as of the Agreement Date, Executive holds 1,000,000 Class A-2 Units in Aggregator (the “Class A Units”), which were issued pursuant to the Unit Subscription Agreement entered into between Executive, Aggregator and HoldCo, dated as of July 14, 2025 (the “Class A Subscription Agreement”). Aggregator agrees that the Call Option (as defined in the Class A Subscription Agreement) set forth in Section 5 of Class A Subscription Agreement shall not apply to the Class A Units, and Aggregator hereby waives its right to exercise the Call Option; provided that, the Aggregator shall retain the right to exercise the Call Option in the event (i) Executive’s Services are terminated for Cause or (ii) in the event a Restrictive Covenant Violation occurs, in each case, in accordance with Section 5.1(a) of the Class A Subscription Agreement.

(c)

In the event Executive’s employment with the Company is terminated earlier than the Transition Date, the existing terms of Equity Documents (as defined below) shall apply in lieu of this Section 4. “Equity Documents” shall mean (i) the Incentive Unit Subscription Agreement, (ii) the Class A Subscription Agreement, (iii) the Second Amended and Restated Limited Liability Company Agreement of HoldCo, dated as of January 16, 2025 and (iv) the Limited Liability Company Agreement of Aggregator, dated as of April 29, 2025.

(d)

Upon Executive’s death, any then-vested Class B Units and Class A Units shall be delivered to the executor or administrator of Executive’s estate or, if none, to the person(s) entitled to receive the Class B Units and Class A Units under Executive’s will or the laws of descent or distribution, in each case, subject to the applicable Permitted Transferee’s compliance with the applicable terms and conditions of the Equity Documents, including, but not limited to, Section 8.1 (Transfers) of the Incentive Unit Subscription Agreement and Section 9.1 (Transfers) of the Class A Subscription Agreement.

5. Release. The Continued Vesting Benefit shall be subject to Executive’s execution of a general release of claims (the “Release”) in the form attached as Exhibit A (and non-revocation of such Release) within 21 days following the Transition Date, and non-revocation thereof during the seven-day period following Executive’s execution thereof (the “Employment Release Requirement”). The Advisory Termination Benefits shall be subject to Executive’s execution of a general release of claims in a form to be provided by the Company, within 21 days following the Advisory Term Expiration Date, and non-revocation thereof during the seven-day period after execution thereof (the “Advisory Release Requirement”).

6. Taxes. The Company shall withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, to the extent required by applicable law. However, Executive agrees and

acknowledges that unless otherwise required by law, due to Executive’s status as an independent contractor as of and following the Transition Date, the Company will not make deductions for taxes from compensation paid to Executive in connection with Executive’s Services. Personal income and self-employment taxes for any compensation paid to Executive hereunder in connection with Executive’s Services shall be the sole responsibility of Executive. Executive agrees to indemnify and hold the Company and its affiliates harmless for any tax claims or penalties resulting from any failure by Executive to make required personal income and self-employment tax payments with respect to such compensation. Notwithstanding anything to the contrary, the Company makes no representations concerning Executive’s tax consequences under the Agreement under any federal, state or local tax law.

7. Restrictive Covenants.

(a)

Executive hereby reaffirms Executive’s restrictive covenant obligations set forth in Appendix A of the Incentive Unit Subscription Agreement and the Class A Subscription Agreement (collectively the “Restrictive Covenants”), and the Restrictive Covenants are incorporated herein by reference in their entirety.

(b)

Nothing in this Agreement shall prohibit Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosure relating thereto to any such Governmental Entity, that are protected under the whistleblower provisions of any such law or regulation provided that in each case (i) such communications and disclosures are consistent with applicable law and made in good faith and (ii) the information subject to such disclosure was not obtained by Executive through a communication that was subject to the attorney-client privilege, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to applicable state attorney conduct rules. Moreover, Executive does not need any prior authorization from (or to give prior notice to) the Company regarding any such communication or disclosure. Executive also acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

8. Company Property. On or as promptly as practicable after the Transition Date, Executive shall return to the Company Executive’s Company-issued technology, credit cards, electronic building access cards, keys and all other property of the Company. Executive shall not take or copy in any form or manner any Company files, financial information, lists of customers, prices, or any other confidential and proprietary materials or information of the Company or any of its subsidiaries or affiliates, except to the extent appropriate for the performance of the Services;

provided, that, on or as promptly as practicable following the end of the Advisory Term, Executive shall return to the Company, and shall not take or copy in any form or manner, any such materials or information.

9. No Admission. Nothing in this Agreement shall be construed to be or shall be admissible in any proceeding as evidence of an admission by the Company or Executive of any violation of the Company’s policies or procedures, or state or federal laws or regulations. This Agreement may be introduced, however, in any proceeding to enforce this Agreement or the Release. Such introduction shall be pursuant to an order protecting its confidentiality, except insofar as a court declines to enter any such order.

10. Confidentiality. The terms and conditions of this Agreement shall remain confidential as between the parties and professional advisers to the parties and neither of them shall disclose them to any other person, except as provided herein. Executive may disclose pertinent information concerning this Agreement to Executive’s attorney, tax advisor, financial planner, current spouse and adult children, provided they have been previously informed of and have agreed to keep confidential the terms of this Agreement.

11. Information. Executive agrees that, following the termination of Executive’s employment with the Company, Executive will cooperate with any reasonable request the Company may make for information or assistance with respect to any matter involving Executive during Executive’s period of employment.

12. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto regarding the cessation of Executive’s Chief Financial Officer role on the CFO Transition Date, the termination of Executive’s employment and the Company on the Transition Date, and Executive’s advisory role thereafter, and supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. This Agreement cannot be modified or amended except by a subsequent written agreement signed by Executive and an authorized officer/representative of the Company and Aggregator.

13. Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

14. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of New Jersey without regard to principles of conflict of laws.

15. Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

16. No Waiver. No waiver of any breach of any term or provision of this Agreement shall be construed to be, or shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

17. Reliance on Counsel. In entering this Agreement, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that they have read the Release and have had the opportunity to have the Release explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them.

18. Cooperation. All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Agreement and which are not inconsistent with its terms.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement this 10 day of December, 2025.

/s/ Walter Tombs


Walter Tombs



JERSEY MIKE'S FRANCHISE SYSTEMS, LLC


By:	/s/ Charlie Morrison
	Name: Charlie Morrison
	Title: Authorized Signatory


Solely with respect to Sections 4 and 5:

JERSEY MIKE'S MANAGEMENT AGGREGATOR LLC


By:	/s/ Charlie Morrison
	Name: Charlie Morrison
	Title: Authorized Signatory

Exhibit 10.21

MASTER FRANCHISE AND OPERATION AGREEMENT

between

JERSEY MIKE’S FRANCHISE SYSTEMS, LLC

and

JM SUBMARINES UK LTD

for

THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

Effective Date: December 31, 2025

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH : (I) NOT MATERIAL, AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

TABLE OF CONTENTS


			Page

1.	Preambles, Definitions and Organization of Master Franchisee		1

	1.A.	Preambles	1
	1.B.	Definitions and References	2
	1.C.	Organization of Master Franchisee	2
	1.D.	Brand Manager	2
	1.E.	Other Management Personnel	2

2.	Master Franchise and Operating and Territorial Rights and Obligations		2

	2.A.	Grant of Rights	2
	2.B.	Granted and Reserved Rights at Non-Traditional Venues	3
	2.C.	Territorial Rights of Master Franchisee	3
	2.D.	Reservation of Rights	3
	2.E.	Potential Development of Jersey Mike’s Restaurants Outside Territory	4

3.	Training. Guidance, Assistance, and Standards Compilations		4

	3.A.	Training Program and Expenses	4
	3.B.	Restaurant Opening Assistance	5
	3.C.	Ongoing Training	5
	3.D.	System Change Training	5
	3.E.	Continuing Guidance and Support	5
	3.F.	Standards Compilations	5
	3.G.	Master Franchisee’s Training Program	7

4.	Fees and Payments		7

	4.A.	Territory Fee	7
	4.B.	Restaurant Opening Fee	7
	4.C.	Royalty	7
	4.D.	Marketing Fee	8
	4.E.	Technology Fee	8
	4.F.	Payment Obligations	8
	4.G.	Interest and Administrative Fee	8
	4.H.	Withholding and Other Taxes	8
	4.I.	Currency and Method of Payment	9

5.	Obligation to Meet Development Schedule		10

	5.A.	Development Schedule	10
	5.B.	Obligation to Develop Master Franchisee Restaurants	10


	5.C.	Relocations and Closures	11

6.	Grant of Subfranchises and Support and Supervision of Subfranchisees		11

	6.A.	Subfranchise Agreements	11
	6.B.	Development Rights Agreements	12
	6.C.	Approval of Subfranchisees	13
	6.D.	Site Selection	13
	6.E.	Assistance to Subfranchisees	13
	6.F.	Enforcement of Agreements	14
	6.G.	Grant of Successor Subfranchise Agreements and Terms	14

7.	Development and Operation of Master Franchisee Restaurants		14

	7.A.	Site Selection	14
	7.B.	Restaurant Construction	14
	7.C.	Opening and Restaurant Addendum	15
	7.D.	Condition and Appearance of Master Franchisee Restaurants	15
	7.E.	Products and Services	16
	7.F.	Approved Products, Distributors, and Suppliers	16
	7.G.	System Standards	17
	7.H.	Modification of System	18
	7.I.	Pricing	18

8.	Legal Requirements		18

	8.A.	Responsibility for Compliance with Legal Requirements	18
	8.B.	Compliance with Franchising and Other Legal Requirements	18
	8.C.	Data Protection	19
	8.D.	Good Business Practices	20
	8.E.	Corrupt Practices	21
	8.F.	Anti-Terrorism Laws	21
	8.G.	Modern Slavery	21

9.	Advertising and Marketing		22

	9.A.	Market Introduction Expenditures	22
	9.B.	Local Marketing	22
	9.C.	Local Marketing Spending Requirement	23
	9.D.	Marketing Fee Payable to Franchisor	23
	9.E.	System Website	23
	9.F.	Franchisee-Operated Online Platforms	24
	9.G.	Social Media	25


10.	Records, Reports and Inspections		25

	10.A.	Records	25
	10.B.	Reports	25
	10.C.	Inspections	26
	10.D.	Audits	27

11.	Marks		27

	11.A.	Goodwill and Ownership of Marks	27
	11.B.	Registration of Marks	28
	11.C.	Limitations on Use of Marks	28
	11.D.	Infringement Claims	28
	11.E.	Discontinuance of Use of Marks	28

12.	Confidential Information, Innovations and Translations		29

	12.A.	Confidential Information	29
	12.B.	Innovations	30
	12.C.	Language and Translations	31

13.	Exclusive Relationship		31

14.	Transfer		31

	14.A.	Transfer by Franchisor	31
	14.B.	Transfer by Master Franchisee	32
	14.C.	Franchisor’s Right of First Consideration	33

15.	Termination of this Agreement		34

	15.A.	Termination by Franchisor	34
	15.B.	Termination of Rights for any Master Franchisee Restaurant	36
	15.C.	Additional Remedies	36

16.	Rights and Obligations Upon Termination or Expiration		37

	16.A.	Payment of Amounts Owed	37
	16.B.	Use of Intellectual Property	37
	16.C.	De-identification of Jersey Mike’s Restaurants	38
	16.D.	Assumption of Subfranchise Agreements	38
	16.E.	Covenant Not to Compete	39
	16.F.	Continuing Obligations	39
	16.G.	No Compensation	39

iii


17.	Relationship, Indemnification, and Insurance		40

	17.A.	Relationship of the Parties	40
	17.B.	No Liability for Acts of Other Party	40
	17.C.	Taxes	40
	17.D.	Indemnification and Defense	40
	17.E.	Insurance	41
	17.F.	No Commercial Agency; No Technology Transfer	42

18.	Enforcement		42

	18.A.	Severability and Substitution of Valid Provisions	42
	18.B.	Waiver of Obligations and Force Majeure	42
	18.C.	Costs and Attorneys’ Fees	43
	18.D.	Applying and Withholding Payments	43
	18.E.	Rights of Parties are Cumulative	44
	18.F.	Mediation	44
	18.G.	Arbitration	44
	18.H.	Governing Law	46
	18.I.	Consent to Jurisdiction	46
	18.J.	Waiver of Punitive Damages and Jury Trial	46
	18.K.	Binding Effect	47
	18.L.	Limitations of Claims	47
	18.M.	Construction	47
	18.N.	The Exercise of Franchisor’s Judgment	48
	18.O.	Further Assurances	48
	18.P.	No Recourse	48
	18.Q.	Governing Language	48

19.	Notices and Payments		48

20.	Representations, Warranties and Acknowledgments		49

21.	Contracts (Rights of Third Parties) Act 1999		50


EXHIBITS

Exhibit A	Definitions	A-1
Exhibit B	Basic Terms	B-1
Exhibit C	Master Franchisee Ownership and Brand Manager	C-1
Exhibit D	Form of Restaurant Addendum	D-1
Exhibit E	Marks	E-1

JERSEY MIKE’S

MASTER FRANCHISE AND OPERATION AGREEMENT

FOR THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

This Master Franchise and Operation Agreement (the “Agreement”) is effective as of ___December 31_____, 2025 (the “Effective Date,” regardless of the dates of the Parties’ signatures) by and between JERSEY MIKE’S FRANCHISE SYSTEMS, LLC, a Delaware (U.S.A.) limited liability company with its principal business address at 2251 Landmark Place, Manasquan, New Jersey 08736, U.S.A. (“Franchisor”), and JM SUBMARINES UK LTD, a company organized under the laws of the United Kingdom (“Master Franchisee”). Franchisor and Master Franchisee are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”

1. Preambles, Definitions and Organization of Master Franchisee

1.A. Preambles.

(1) Franchisor and its Affiliates have developed a method of granting franchises for, developing, operating, and marketing restaurants which are primarily identified by the Marks and use the System (collectively, “Jersey Mike’s Restaurants”). Jersey Mike’s Restaurants offer products, including Proprietary Products, for consumer consumption (but not resale) and use Franchisor’s (or its Affiliate’s) business system, business formats, methods, procedures, signs, designs, layouts, trade dress, standards, specifications, and Marks, all of which Franchisor (and its Affiliates) may improve, further develop, and otherwise modify from time to time (collectively, the “System”). “Proprietary Products” means the proprietary products, recipes, or formulations that Franchisor and its Affiliates have created and identified, and continue to create and identify, for the System.

(2) Franchisor and its Affiliates have developed, and Franchisor uses, promotes, and sublicenses, certain trademarks, service marks, and other commercial symbols in operating and marketing Jersey Mike’s Restaurants, including “JERSEY MIKE’S,” and Franchisor and its Affiliates may periodically create, use, and license or sublicense other trademarks, service marks, and commercial symbols for Jersey Mike’s Restaurants, all of which Franchisor and its Affiliates may modify from time to time (together with any phonetic, visual, or other equivalents or translations, collectively, the “Marks”).

(3) Master Franchisee has applied for the right to develop and operate Jersey Mike’s Restaurants, and to grant Subfranchises and Development Rights to Subfranchisees for Jersey Mike’s Restaurants, in the Territory, and Franchisor has approved Master Franchisee’s application relying on all of Master Franchisee’s representations, warranties, and acknowledgments in this Agreement.

1.B. Definitions and References. Any initially-capitalized terms not otherwise defined in this Agreement have the meanings given to them in Exhibit A.

1.C. Organization of Master Franchisee. Only Master Franchisee is authorized to act as the master franchisee of Jersey Mike’s Restaurants in the Territory, and otherwise to operate the business, under this Agreement. Master Franchisee must at all times faithfully, honestly, and diligently perform its obligations and fully exploit the rights granted under this Agreement.

1.D. Brand Manager. Concurrently with signing this Agreement, Master Franchisee must designate the individual listed on Exhibit C as the Brand Manager to act as Master Franchisee’s “Brand Manager.” The Brand Manager must exert substantially all of his or her business time and efforts to overseeing the JERSEY MIKE’S brand in the Territory, supervising Master Franchisee Restaurants and Subfranchisees, and fulfilling Master Franchisee’s obligations under this Agreement. The Brand Manager must also satisfactorily complete Franchisor’s Training Program under Section 3.A below. If the Brand Manager ceases to serve in such capacity, Master Franchisee must promptly designate a replacement Brand Manager who must satisfactorily complete the training that Franchisor then designates. The Brand Manager must be able to speak, read, and write the English language fluently.

1.E. Other Management Personnel. Master Franchisee agrees to hire, properly train, and maintain the number and level of management personnel required to perform Master Franchisee’s obligations under this Agreement, including with respect to developing, supervising, marketing, and operating Jersey Mike’s Restaurants in the Territory and properly supervising and training Subfranchisees. Master Franchisee must identify for Franchisor all such management personnel.

2. Master Franchise and Operating and Territorial Rights and Obligations

2.A. Grant of Rights.

(1) Direct Operating Rights. (a) Subject to this Agreement’s terms and conditions, Franchisor hereby grants to Master Franchisee the right (directly or through one or more subsidiaries) to: (i) directly develop and open Jersey Mike’s Restaurants in the Territory using the Marks and System; and (ii) own and operate each of those Jersey Mike’s Restaurants during the specific Restaurant Term for each such Jersey Mike’s Restaurant in compliance with this Agreement and in accordance with the System (the “Operating Rights”).

(b) As part of the Operating Rights granted under clause (a) above and as an additional minimum commitment under this Agreement, [******]

(2) Subfranchising Rights. Subject to this Agreement’s terms and conditions, Franchisor hereby grants to Master Franchisee the right: (i) during the Development Term (and thereafter as the Development Term may be extended), to grant Subfranchises and Development Rights for the development and operation of Jersey Mike’s Restaurants the physical premises of which are located in the Territory and which must be developed and opened before the Development Term ends; and (ii) for the remainder of the Term after the Development Term is terminated or expires (with all rights and obligations other than those that apply only during the Development Term), to continue to function as the master franchisee under the Subfranchise Agreements with Subfranchisees that are in force as of the last day of the Development Term, including by granting Successor Subfranchises to such Subfranchisees in accordance with this Agreement. Franchisor will, at the request of the Master Franchisee, provide appropriate forms of Subfranchise Agreements and relevant disclosure statements which Master Franchisee will have the right to modify to reflect applicable law and regulations and the particular terms agreed to with the Subfranchisee. [********].

2.B. Granted and Reserved Rights at Non-Traditional Venues. The Jersey Mike’s Restaurants that Master Franchisee and its Subfranchisees are permitted to develop and open to satisfy the Development Schedule include Restaurants to be located in or at Non-Traditional Venues. In addition, Franchisor may from time to time identify or otherwise learn of opportunities for Jersey Mike’s Restaurants to be located in or at Non-Traditional Venues and, if so, shall use reasonable efforts to facilitate those opportunities being offered to Master Franchisee for development and operation. Restaurants in Non-Traditional Venues will count toward Master Franchisee’s compliance with the Development Schedule. [*******].

2.C. Territorial Rights of Master Franchisee. Until the expiration or termination of the Development Term, neither Franchisor nor its Affiliates will operate, or authorize any other person or entity to operate, a Jersey Mike’s Restaurant the physical premises of which is located within the Territory.

2.D. Reservation of Rights. Franchisor (and all Affiliates it has from time to time) at all times will have the right to engage in any activities it deems (or they deem) appropriate that are not expressly prohibited by this Agreement, whenever and wherever it (or they) desire, including:

(1) establishing and operating, and granting other persons and entities the right to establish and operate, on any terms and conditions that Franchisor or any such Affiliate deems appropriate, Jersey Mike’s Restaurants (a) in or at any locations outside the Territory during the Development Term, and (b) in or at any locations within or outside the Territory following the expiration or termination of the Development Term;

(2) establishing and operating, and granting other persons and entities the right to establish and operate, on any terms and conditions that Franchisor or any such Affiliate deems appropriate, restaurants or any similar or dissimilar businesses that are not in any way identified by the Marks or the System [******] at any locations, whether within or outside the Territory;

(3) exercising all rights relating directly or indirectly to the Marks, and all products and services associated with any of the Marks, in connection with any methods of distribution, except as specifically set forth in Section 2.C. This includes providing, and granting other persons and entities the right to provide, products and services that are similar or dissimilar to, or competitive with, any products and services provided at Jersey Mike’s Restaurants, whether identified by the Marks or other trademarks or service marks, regardless of the method of distribution (including through other retail outlets) [******]; and

(4) acquiring (regardless of the form of transaction) the assets or Ownership Interests of, or being acquired (regardless of the form of transaction) by, one or more businesses providing products and services similar or dissimilar to those provided at Jersey Mike’s Restaurants, and franchising, licensing, or creating other arrangements with respect to those businesses once acquired, [*****].

2.E. Potential Development of Jersey Mike’s Restaurants Outside Territory. (a) Master Franchisee has the right to propose to Franchisor the potential development of Jersey Mike’s Restaurants outside the Territory in other European countries, provided, however, that Franchisor has no obligation to approve such a request at any time and, if it is willing to grant its approval, has the right to condition such approval on any terms it deems best in its sole judgment.

(b) [*******].

3. Training. Guidance, Assistance, and Standards Compilations

3.A. Training Program and Expenses.

(1) Before the first Master Franchisee Restaurant opens in the Territory, Franchisor will furnish, at the location(s) it chooses, which may be at facilities in the United States or at acceptable locations in the Territory, its standard initial management training program on the development and operation of Jersey Mike’s Restaurants in the United States (as Franchisor may periodically modify it, the “Training Program”) to Master Franchisee’s Brand Manager, other senior personnel, and the number of Master Franchisee Restaurant personnel that Master Franchisee considers reasonably necessary. All attendees must satisfactorily complete the Training Program, as determined by Franchisor. The Training Program is conducted in the English language, is focused on Jersey Mike’s Restaurant development and operation in the United States, and does not address any issues involved in franchising, subfranchising, developing, operating, or marketing Jersey Mike’s Restaurants that are specific to the Territory. [******]. Franchisor also has the right to require Master Franchisee’s senior management to attend any orientation or training programs addressing the Jersey Mike’s Restaurant system and potential differences in the U.S. and United Kingdom and Republic of Ireland markets.

(2) Master Franchisee must pay all travel, living, and related expenses and compensation of its personnel who attend the Training Program and any other training programs, conferences, and conventions that Franchisor (at its sole option) determines to provide to Master Franchisee and/or any Subfranchisees.

3.B. Restaurant Opening Assistance. As part of initial training, and subject to any travel restrictions imposed by any government authorities, Franchisor at its expense will send to the Territory—at the time, with the number of people (a minimum of two), for the number of new Master Franchisee Restaurants (which need not be more than four), and for the number of days (with a requirement of at least ten (10) days) Franchisor deems appropriate—an opening support team to assist Master Franchisee in opening a new Master Franchisee Restaurant in compliance with System Standards for Jersey Mike’s Restaurants. Master Franchisee must provide any assistance that Franchisor reasonably requests to secure the appropriate documentation for Franchisor’s personnel.

3.C. Ongoing Training. During the Term, Master Franchisee agrees to require the Brand Manager and its managerial and other employees timely to attend and successfully to complete all training that Franchisor designates as mandatory at the times and locations Franchisor designates.

3.D. System Change Training. If Franchisor implements a System Change, Franchisor has the right to require Master Franchisee’s Brand Manager and other personnel Franchisor designates to attend, within fifteen (15) days after announcement of the System Change, training for no more than one (1) week in the United States at Franchisor’s headquarters or at an operating Jersey Mike’s Restaurant. Master Franchisee must pay all travel and living expenses and compensation of its personnel who attend such System Change training (but no separate training fees will be charged).

3.E. Continuing Guidance and Support. Franchisor will provide such ongoing guidance and commercial and technical assistance during the Term as it deems appropriate (in its sole judgment but at a minimum consistent with the level of assistance provided by Franchisor to other franchisees) via e-mail and telephone consultations with Master Franchisee concerning the marketing, subfranchising, development, and operation of Jersey Mike’s Restaurants. As part of this assistance, Franchisor may furnish to Master Franchisee information on systems developed and implemented in, and/or products and services offered by, Jersey Mike’s Restaurants in the United States if Franchisor (in its sole judgment) determines the systems, products, and/or services would be useful for Jersey Mike’s Restaurants operating in the Territory. If Master Franchisee desires assistance from Franchisor in addition to that described above, and if Franchisor agrees to provide that assistance, Master Franchisee agrees to reimburse Franchisor for its related costs and expenses, including wages of Franchisor’s personnel.

3.F. Standards Compilations.

(1) Promptly after signing this Agreement, Franchisor will give Master Franchisee, for use during the Term, access to information and materials describing and detailing the System Standards for operating Jersey Mike’s Restaurants in the United States and which, at Franchisor’s option, also may contain additional information related to operating Jersey Mike’s Restaurants internationally (collectively, the “Standards Compilations”). Master Franchisee acknowledges that the Standards Compilations are focused primarily on Jersey Mike’s Restaurant development and operation in the United States and do not address any Legal Requirements or other issues involved in developing or operating Jersey Mike’s Restaurants that are specific to the Territory or any matters relating to subfranchising Jersey Mike’s Restaurants. The Standards Compilations may be

provided in written, electronic, or other tangible form, including being displayed on the System Website or another password-protected website. Master Franchisee must keep confidential any passwords and other digital identifications necessary to access the Standards Compilations through any media.

(2) Master Franchisee must submit to Franchisor for review any proposed modifications to the Standards Compilations, System, and/or System Standards that Master Franchisee believes are reasonably necessary to comply with Legal Requirements or for the commercial success of Jersey Mike’s Restaurants operating in the Territory. Franchisor will consider such proposed modifications in good faith, reject only those which it concludes (in its sole judgment) will harm or be inconsistent with the System or the JERSEY MIKE’S brand or the uniform image and operation of Jersey Mike’s Restaurants in the United States, and promptly notify Master Franchisee in writing whether it accepts or rejects any of the proposed modifications. Master Franchisee agrees to provide a copy of the Standards Compilations, as modified by Master Franchisee for use in the Territory (with Franchisor’s approval) according to the preceding sentence (collectively, the “Territory Standards Compilations”), to all Subfranchisees and appropriate Master Franchisee Restaurant personnel.

(3) Franchisor has the right to modify the Standards Compilations from time to time, and those modifications may require Master Franchisee to make corresponding changes to the Territory Standards Compilations. Within a reasonable time (not to exceed ninety (90) days) after receiving notice of any modifications of the Standards Compilations, Master Franchisee must submit to Franchisor the corresponding changes to the Territory Standards Compilations, which are subject to Franchisor’s review in accordance with Section 3.F(2). Master Franchisee also periodically during the Term may propose modifications to the approved Territory Standards Compilations in accordance with Section 3.F(2), which are subject to Franchisor’s prior approval in accordance with Section 3.F(2). Master Franchisee agrees to provide the modified Territory Standards Compilations to all Subfranchisees promptly after Franchisor approves them.

(4) Master Franchisee acknowledges and agrees that, despite participating in creating and modifying the Territory Standards Compilations, the Territory Standards Compilations are based on and derive from the Standards Compilations, the System, and the System Standards, the intellectual property rights to which are owned by Franchisor or its Affiliates. Therefore, Franchisor and its Affiliates will own all intellectual property, copyright and other rights, and title to and interest in the Territory Standards Compilations and the Standards Compilations. Upon Franchisor’s request, Master Franchisee must, and agrees to cause all individuals who participated in creating, modifying, or translating the Territory Standards Compilations to, execute written assignments and waivers to assign to Franchisor or its designate all intellectual property rights in those creations, modifications, and translations.

(5) Except for providing the Territory Standards Compilations to Master Franchisee Restaurant personnel and Subfranchisees pursuant to this Agreement and the applicable Subfranchise Agreement, Master Franchisee has no right to copy or disclose to any person or entity any part of the Territory Standards Compilations.

3.G. Master Franchisee’s Training Program. Master Franchisee must develop—or adapt Franchisor’s existing training program—and submit to Franchisor for its approval a detailed plan for the training program that Master Franchisee intends to provide to Subfranchisees, including the positions of the personnel who will provide such training. To assist Master Franchisee in developing this plan, Franchisor will provide Master Franchisee information regarding the Training Program for Jersey Mike’s Restaurants operating in the United States. Master Franchisee agrees to make all changes to its training plan that Franchisor reasonably requests and to provide initial and ongoing training to Master Franchisee Restaurant personnel and Subfranchisees in accordance with such plan (as approved by Franchisor). Master Franchisee agrees to submit to Franchisor for approval, prior to their implementation, any proposed changes to the approved training plan. Franchisor will own all intellectual property, copyright and other rights, and title to and interest in Master Franchisee’s training program. Upon Franchisor’s request, Master Franchisee must, and agrees to cause all individuals who participated in creating, modifying, or translating the training program to, execute written assignments and waivers to assign to Franchisor or its designate all intellectual property rights in those creations, modifications, and translations.

As part of Master Franchisee’s obligation to provide training to Master Franchisee Restaurant personnel and Subfranchisees, Master Franchisee agrees within the timeframe Franchisor specifies to complete to Franchisor’s satisfaction the necessary training and attain the minimum standards and benchmarks that Franchisor periodically specifies to designate a Master Franchisee Restaurant as a “Certified Training Restaurant” for the Territory. During the Term, Franchisor has the right to establish further training requirements, standards, and benchmarks that a Master Franchisee Restaurant must satisfy to attain or retain its designation as a Certified Training Restaurant. Master Franchisee must provide training to Subfranchisees as required under the Subfranchise Agreements at a Certified Training Restaurant in the Territory.

If, after inspecting a Jersey Mike’s Restaurant in the Territory, Franchisor determines in its sole judgment that any Subfranchisee (or any of its personnel) requires additional, corrective, or remedial training, then Master Franchisee agrees to require the applicable Subfranchisee to attend such training conducted by Master Franchisee at the Certified Training Restaurant.

4. Fees and Payments

4.A. [*******]

4.B. [*******]:

(1) [*****].

(2) [*****].

4.C. [*****]

(1) [*****].

(2) [******].

4.D. [*****]

4.E. Technology Fee. Franchisor has the right to require Master Franchisee to pay Franchisor a Technology Fee, consistent with a similar fee paid by Jersey Mike’s Restaurants operating in the United States, for each Jersey Mike’s Restaurant operating in the Territory (both Master Franchisee Restaurants and Subfranchisee Restaurants) for use of and access to any technology that Franchisor periodically chooses to make available (though without any obligation to do so) for Restaurants operating in the Territory.

4.F. Payment Obligations. Master Franchisee shall not be obligated to pay any royalties or fees hereunder with respect to any Restaurant in the Territory for any period that Restaurant is not in operation.

4.G. Interest and Administrative Fee. All amounts that Master Franchisee owes to Franchisor or its Affiliates under this Agreement or any related agreement will bear interest after their due dates at the rate of six percent (6%) per annum or the highest legal rate permitted by Legal Requirements, whichever is less. This Section is not Franchisor’s agreement to accept any payments after they are due or its commitment to extend credit to or otherwise finance the business Master Franchisee operates under this Agreement. Subject to cure rights of Master Franchisee, Master Franchisee’s failure to pay Franchisor and its Affiliates all amounts when due is grounds for termination of this Agreement notwithstanding the provisions of this Section.

4.H. Withholding and Other Taxes.

(1) Definitions. For purposes of this Agreement, “Withholding Taxes” means non-resident income withholding taxes on net realized income or other similar taxes imposed by the competent government authority in the Territory. “Credited Withholding Taxes” means Withholding Taxes the payment of which permits a U.S. taxpayer under the U.S. Internal Revenue Code of 1986, as amended, to claim for U.S. federal income tax purposes, without regard to its particular tax situation, a direct, indirect, or deemed paid foreign tax credit for taxes paid to a foreign country. “Local Taxes” means any Withholding Taxes that are not Credited Withholding Taxes. For the avoidance of doubt, Local Taxes do not include any U.S. federal and state income taxes payable by Franchisor with respect to any transactions or payments contemplated by or pursuant to this Agreement.

(2) Process for Withholding Tax Payments. If Master Franchisee is required to make any deduction or withholding on account of Withholding Taxes from any amount payable to Franchisor under this Agreement (collectively, “Taxable Amounts”), Master Franchisee must (a) take all all reasonable steps to mitigate or eliminate such Withholding Taxes (including but not limited to under the terms of any relevant double taxation treaty), and (b) remit the Withholding Taxes to the applicable government authorities within such timeframe which may be required by law in respect of the relevant Withholding Taxes. Master Franchisee must complete and file (as applicable) all forms that any applicable government authority requires with respect to Withholding Taxes (including in relation to the reduction or elimination of the same) and provide copies of those completed and filed (as applicable) forms to Franchisor.

Master Franchisee is responsible for, and must indemnify and hold harmless Franchisor and its Affiliates against, any penalties, interest, and expenses incurred by or assessed against Franchisor or its Affiliates as a result of Master Franchisee’s failure to pay Withholding Taxes or to remit them timely to the appropriate taxing authority. Master Franchisee agrees fully and promptly to cooperate with Franchisor to provide any information and records Franchisor requests in connection with any application by Franchisor to any taxing authority relating to Master Franchisee or this Agreement.

If this Agreement requires Franchisor to refund or Franchisor otherwise agrees to refund to Master Franchisee any Taxable Amounts, Franchisor is not required to refund any amounts which Master Franchisee withheld from such Taxable Amounts unless and until: (a) Franchisor receives a refund of those amounts from the applicable government and/or agency; (b) Franchisor utilizes a foreign tax credit which is directly attributable to those amounts on its United States federal income tax return which is accepted by the United States Treasury; or (c) the period within which such credit may be reduced or disallowed has expired.

(3) Deduction for Credited Withholding Taxes. If Master Franchisee is required to make any deduction or withholding on account of Credited Withholding Taxes from any amount payable to Franchisor under this Agreement, Master Franchisee may deduct such Credited Withholding Taxes from the amount payable to Franchisor.

(4) Local Taxes. Payments that Master Franchisee is required to make to Franchisor or its Affiliates pursuant to this Agreement will be the gross amount determined according to the applicable provision of this Agreement without deduction for any Local Taxes except as may be required by applicable law.

(5) Status of Franchisor. Franchisor confirms and represents to Master Franchisee that (a) Franchisor is a resident of the United States of America for the purposes of, and is entitled to the benefits of the double taxation convention between the United Kingdom and the United States of America in respect to all amounts payable to Franchisor pursuant to this Agreement, (b) Franchisor does not have any establishment in the United Kingdom or the Republic of Ireland, and (c) Franchisor will notify Master Franchisee immediately in the events the statements in (a) or (b) are to be correct and complete.

4.I. Currency and Method of Payment.

(1) Master Franchisee will, unless otherwise specified, make all payments to Franchisor or its Affiliates under this Agreement in U.S. Dollars. Any conversion will be based on the spot exchange rate at which British pounds can be converted to U.S. Dollars for transfer to the United States at the Approved Bank on the date of payment by Master Franchisee. All fees assessed in connection with converting currencies or transmitting payments will be borne by Master Franchisee.

(2) [******]. Master Franchisee agrees to sign all documents and otherwise comply with all procedures that Franchisor periodically specifies to implement Franchisor’s electronic funds transfer or other payment process, as Franchisor periodically

modifies it. Master Franchisee will bear all costs and expenses of transferring payments to, and depositing payments in, the bank of Franchisor’s choosing.

5. Obligation to Meet Development Schedule

5.A. Development Schedule. Master Franchisee agrees to comply with the Development Schedule in each Development Period. The Development Schedule is not Franchisor’s representation, express or implied, that the Territory can support, or that there are sufficient sites for, the number of Jersey Mike’s Restaurants specified in the Development Schedule. The Development Schedule reflects Master Franchisee’s minimum obligation in the Territory with respect to developing Jersey Mike’s Restaurants under this Agreement, and Master Franchisee may in accordance with this Agreement recruit Subfranchisees to develop and open more Jersey Mike’s Restaurants in the Territory than the Development Schedule requires. If the number of Jersey Mike’s Restaurants open and operating in the Territory (including Restaurants opened during the period, but closed for remodeling, relocation or other temporary reasons) in accordance with this Agreement (and Subfranchise Agreements, if applicable) at the end of any Development Period exceeds the cumulative Development Schedule for that Development Period, then the excess Jersey Mike’s Restaurants will be counted toward the minimum Development Schedule (i.e., minimum number of Jersey Mike’s Restaurants to be opened) for the next Development Period.

If Master Franchisee (i) has fully and timely complied with its development obligations during the Development Term, (ii) is not then in material default of its obligations under this Agreement (or, if Master Franchisee is then in material default, Master Franchisee fully cures the default in the manner and by the deadline reasonably required by Franchisor), and (iii) notifies Franchisor in writing at least ninety (90) days before the end of the Development Term (or, if applicable, a then-current Development Term) that it desires to extend or renew the Development Term in order to develop and/or grant Subfranchises for additional Jersey Mike’s Restaurants to be located in the Territory, the Development Term will be extended for an additional ten years on the terms determined through good faith negotiations between Franchisor and Master Franchisee with respect to the number of additional Jersey Mike’s Restaurants to be opened and developed in the Territory during the extended ten year term, which shall take into account the then market conditions in the Territory including (a) the number of Jersey Mike’s Restaurants in the Territory per capita, (b) target area for additional penetration, and (c) operational performances of existing Jersey Mike’s Restaurants in the Territory.

5.B. Obligation to Develop Master Franchisee Restaurants. Master Franchisee agrees that it or one of its Master Franchisee Subsidiaries (and not a Subfranchisee) must develop and operate, in compliance with this Agreement and the Development Schedule, [*****]. The remaining Jersey Mike’s Restaurants in the Territory may be opened and operated by Master Franchisee, one or more Master Franchisee Subsidiaries, a Subfranchisee, or a joint venture arrangement between Master Franchisee or a Master Franchisee Subsidiary and a Subfranchisee, provided that (in the case of the joint venture arrangement) Master Franchisee or a Master Franchisee Subsidiary maintains the right to exercise control or to direct the day-to-day development, operations, marketing, and management of such Jersey Mike’s Restaurant.

5.C. Relocations and Closures. Master Franchisee and its Master Franchisee Subsidiaries may not, and Master Franchisee will not permit any Subfranchisees to, relocate any Jersey Mike’s Restaurant in the Territory without complying with the site selection requirements and other applicable provisions of this Agreement and the applicable Subfranchise Agreement that apply to developing and opening a new Jersey Mike’s Restaurant. Master Franchisee acknowledges that the Development Schedule requires a minimum number of Jersey Mike’s Restaurants to be open and operating at the end of each Development period. If a Jersey Mike’s Restaurant closes temporarily for remodeling, relocation or other reasons (but with the reasonable intention of reopening) before the end of a Development Period, it will be counted as open and operating at the end of the Development Period. Master Franchisee agrees to give Franchisor reasonable advanced written notice before Master Franchisee (or its Master Franchisee Subsidiary) closes (whether permanently, temporarily, or for a relocation) any Master Franchisee Restaurant. In addition, Master Franchisee agrees to notify Franchisor promptly in writing upon receiving notice of any Subfranchisee’s intent to close any Subfranchisee Restaurant.

6. Grant of Subfranchises and Support and Supervision of Subfranchisees

6.A. Subfranchise Agreements.

(1) Franchisor and Master Franchisee will collaborate on preparing the form of Subfranchise Agreement to be used for Subfranchisee Restaurants operating in the Territory. Once an approved template form of Subfranchise Agreement has been prepared, Master Franchisee must use only that form of Subfranchise Agreement (subject to changes to the template upon which Franchisor and Master Franchisee agree from time to time and immaterial insertions or revisions) to offer and grant Subfranchises in the Territory. Master Franchisee periodically may propose modifications to the approved form of Subfranchise Agreement that, in Master Franchisee’s judgment, are reasonably necessary to comply with Legal Requirements or for the commercial success of Jersey Mike’s Restaurants operating in the Territory. Franchisor will consider such proposed modifications in good faith, reject only those which it concludes (in its reasonable judgment after consultation with Master Franchisee) are not reasonably necessary to comply with Legal Requirements and will substantially harm or be inconsistent with the System, the JERSEY MIKE’S brand, or the uniform image and operation of Jersey Mike’s Restaurants in the United States and/or internationally, and promptly notify Master Franchisee whether Franchisor accepts or rejects such proposed modifications. Franchisor also may periodically require Master Franchisee to modify its form of Subfranchise Agreement if Franchisor determines that such modifications are required to be consistent with the System, the JERSEY MIKE’S brand, or the uniform image of Jersey Mike’s Restaurants in the United States, provided that such changes are consistent with Legal Requirements. Master Franchisee will begin using that modified form of Subfranchise Agreement as soon as practical after receiving notice from Franchisor.

(2) If Master Franchisee desires to sign any Subfranchise Agreement with any Subfranchisee that materially varies from the then-current approved form, Master Franchisee agrees to submit that Subfranchise Agreement to Franchisor for prior review and approval. Franchisor will consider such proposed variations in good faith, reject only those which it concludes will harm or be inconsistent with the System, the JERSEY

MIKE’S brand, or the uniform image and operation of Jersey Mike’s Restaurants in the United States, and promptly notify Master Franchisee whether Franchisor accepts or rejects such proposed variations. Master Franchisee may not permit any person or business entity (other than a Master Franchisee Subsidiary in accordance with this Agreement) to develop or operate a Jersey Mike’s Restaurant in the Territory other than pursuant to a signed Subfranchise Agreement in the form approved by Franchisor and may not make or agree to any material changes to any Subfranchise Agreement without Franchisor’s prior written consent.

(3) Notwithstanding Master Franchisee’s rights under Sections 6.A(1) and (2), the Parties acknowledge that under all Subfranchise Agreements signed for the Territory:

(a) [*****];

(b) [*****];

(d) [******];

(e) the term of the Subfranchise Agreement will expire ten (10) years after the Opening Date (as the term is defined in the Subfranchise Agreement). [******]; and

(f) Franchisor will be named as a third-party beneficiary under the Subfranchise Agreement and will have the independent right and authority to enforce any or all of Master Franchisee’s rights and the Subfranchisee’s obligations under the Subfranchise Agreement.

Master Franchisee may not require Subfranchisee to pay any fees or amounts to Master Franchisee or its Affiliate that are not specifically set forth in the Subfranchise Agreement without the Franchisor’s prior approval.

6.B. Development Rights Agreements. Master Franchisee may, at its option, sign Development Rights Agreements with prospective Subfranchisees (or their Affiliates) for Jersey Mike’s Restaurants to be operated in the Territory according to this Section 6.B. Before entering into any Development Rights Agreement, Master Franchisee must submit to Franchisor for its prior review and approval Master Franchisee’s proposed form of Development Rights Agreement. Subject to immaterial revisions and revisions reasonably necessary for compliance with Legal Requirements and other items appropriate for the Territory, Master Franchisee may use only the approved form of Development Rights Agreement to offer and grant Development Rights in the Territory. Master Franchisee may not grant any Development Rights that extend past, or permit Subfranchisees to open Subfranchisee Restaurants after, the expiration of the Development Term.

6.C. Approval of Subfranchisees. Master Franchisee may enter into Subfranchise Agreements and Development Rights Agreements only with Subfranchisees or prospective Subfranchisees whom Franchisor has approved as satisfying Franchisor’s then stated criteria for Jersey Mike’s Restaurant operators in the Territory, including financial, managerial, experience, operational, and similar requirements. Master Franchisee must, upon Franchisor’s request, deliver to Franchisor for its review and approval such materials and information that Franchisor reasonably requests for each prospective Subfranchisee (including any prospective transferee under an existing Subfranchise Agreement or Development Rights Agreement) with whom Master Franchisee desires to enter into a Subfranchise Agreement or Development Rights Agreement. Master Franchisee may not sign any Subfranchise Agreement or Development Rights Agreement with any Subfranchisee or prospective Subfranchisee (including any prospective transferee under an existing Subfranchise Agreement) without Franchisor’s approval, which Franchisor will not unreasonably withhold, condition, or delay; provided that, if Franchisor does not approve or reject a prospective Subfranchisee within ten (10) days after receiving the required information, Master Franchisee may proceed to enter into the relevant Agreement.

6.D. Site Selection. Each site for a Subfranchisee Restaurant must meet Franchisor’s then-current and promulgated site selection criteria for Jersey Mike’s Restaurants, including criteria for demographic characteristics; traffic patterns; parking; character of neighborhood; competition from, proximity to, and nature of other businesses; other commercial characteristics; and the proposed site’s size, appearance, and other physical characteristics. Master Franchisee must, upon Franchisor’s request, deliver to Franchisor for Franchisor’s review and approval a complete site report and other materials and information Franchisor reasonably requests for each proposed site for a Subfranchisee Restaurant. The applicable Subfranchisee may not sign a lease or sublease for the site at which it intends to open and operate a Subfranchisee Restaurant without Franchisor’s prior approval of such site, which Franchisor will not unreasonably withhold or delay. Franchisor also has the right to review all key lease terms before a Subfranchisee may sign a lease for a site. Master Franchisee acknowledges that, if Franchisor recommends or gives Master Franchisee information or approval regarding a site, it is not a representation or warranty of any kind, express or implied, of the site’s suitability for a Jersey Mike’s Restaurant. Franchisor’s recommendation or approval indicates only that Franchisor believes the site meets its then-acceptable criteria.

6.E. Assistance to Subfranchisees. Master Franchisee agrees diligently and continuously to support and assist Subfranchisees as required under this Agreement and Subfranchise Agreements. Master Franchisee must provide all services and assistance to Subfranchisees in connection with their development and operation of Jersey Mike’s Restaurants and may not transfer, delegate, or subcontract any aspect of those services or assistance without Franchisor’s approval. Master Franchisee is responsible for ensuring that each Subfranchisee Restaurant is constructed and developed in compliance with Franchisor’s System Standards and all Legal Requirements, lease requirements, and other restrictions. Master Franchisee will be the lone party to each required Subfranchise Agreement to be signed with each Subfranchisee.

6.F. Enforcement of Agreements. Master Franchisee agrees diligently and continuously to monitor and enforce each Subfranchisee’s compliance with the System Standards, the Territory Standards Compilations, and the Subfranchise Agreement and to help Subfranchisees correct any perceived deficiencies in operation. Franchisor has the right to inspect each Jersey Mike’s Restaurant in accordance with this Agreement, and Master Franchisee must specify that Subfranchisees allow Franchisor to inspect their respective Subfranchisee Restaurants. Master Franchisee also must inspect each Jersey Mike’s Restaurant operating in the Territory at least four (4) times each calendar year (or more frequently if Franchisor requests) and conduct follow-up inspections at Franchisor’s request in accordance with the review standards that Franchisor periodically specifies to determine the applicable Subfranchisee’s compliance with the Subfranchise Agreement. Master Franchisee agrees to give Franchisor copies of all inspection reports and all other information and documents that Franchisor requests, including information and documentation relating to any Subfranchisee’s non-compliance. Master Franchisee may not amend any Subfranchise Agreement in any material respect (whether directly or indirectly through any other contract or course of dealing), or agree to any waiver of any of Master Franchisee’s material rights or any Subfranchisee’s material obligations under any Subfranchise Agreement, without Franchisor’s prior approval. Master Franchisee shall reasonably comply with all directions and instructions from Franchisor relating to enforcing each Subfranchise Agreement and consult with Franchisor before terminating a Subfranchise Agreement. Upon any termination, Master Franchisee shall reasonably enforce all post-termination obligations of a Subfranchisee under the Subfranchise Agreement.

6.G. Grant of Successor Subfranchise Agreements and Terms. Master Franchisee may grant Subfranchises and Successor Subfranchises during the Development Term following the Subfranchising Effective Date, and may grant Successor Subfranchisees during the remainder of the Term after the Development Term expires, in accordance with this Agreement’s terms and conditions.

7. Development and Operation of Master Franchisee Restaurants

7.A. Site Selection. Each site for a Master Franchisee Restaurant in the Territory must meet Franchisor’s then-current site selection criteria for Jersey Mike’s Restaurants. Master Franchisee must comply with the provisions of Section 6.D above with respect to sites and leases for Master Franchisee Restaurants.

7.B. Restaurant Construction. Franchisor will provide Master Franchisee mandatory and suggested specifications and layouts for a Jersey Mike’s Restaurant, which might include recommendations and/or requirements for dimensions, design, image, interior layout, decor, FF&E, furniture, equipment, and color scheme. Master Franchisee acknowledges that those specifications and layouts are focused on Jersey Mike’s Restaurant development in the United States generally and do not address any Legal Requirements, market conditions, or other issues involved in developing Jersey Mike’s Restaurants that are specific to the Territory. Master Franchisee is responsible for preparing all required construction plans and specifications for each proposed Master Franchisee Restaurant and ensuring those plans and specifications comply with all Legal Requirements, lease requirements, and other restrictions.

7.C. Opening and Restaurant Addendum.

(1) Restaurant Opening. On or before each Master Franchisee Restaurant’s Opening Date, Master Franchisee must: (1) secure all financing required to develop and operate the Master Franchisee Restaurant; (2) obtain all permits and licenses required to construct and operate the Master Franchisee Restaurant; (3) construct all required improvements to the site and develop the Master Franchisee Restaurant in compliance with this Agreement and all Legal Requirements; (4) purchase or lease and install all required FF&E, furniture, and equipment; and (5) purchase an opening inventory of required, authorized, and approved products, materials, and supplies. Master Franchisee must notify Franchisor promptly in writing upon opening each Master Franchisee Restaurant in accordance with Section 10.B(4).

(2) Restaurant Addendum. Before any Master Franchisee Restaurant’s Opening Date, Master Franchisee must prepare and deliver to Franchisor a signed “Restaurant Addendum” for that Master Franchisee Restaurant in a form that Franchisor periodically specifies. The form of Restaurant Addendum in effect on the Effective Date is Exhibit D. Master Franchisee’s right to operate any approved Master Franchisee Restaurant will begin when Franchisor signs and delivers to Master Franchisee the applicable Restaurant Addendum and will expire on the tenth (10th) anniversary of the Opening Date of the Master Franchisee Restaurant (the “Restaurant Term”). Master Franchisee will have the right [*****] if, as of the end of the Restaurant Term or [***]: (i) Master Franchisee notifies Franchisor in writing that it elects to acquire a successor Restaurant Term at least six (6) months, but not more than twelve (12) months, before the end of the Restaurant Term or the then-current successor Restaurant Term (as applicable) and (ii) Master Franchisee has complied with all of its obligations under this Agreement and all other agreements with Franchisor and its Affiliates throughout the then-current Restaurant Term.

7.D. Condition and Appearance of Master Franchisee Restaurants.

(1) No part of any Master Franchisee Restaurant may be used for any purpose other than operating a Jersey Mike’s Restaurant in compliance with this Agreement. Master Franchisee must maintain the condition and appearance of each Master Franchisee Restaurant, its FF&E, and the site (including any parking area) in accordance with System Standards. In addition to those obligations:

(a) during the sixth (6th) year of each Restaurant Term for each Master Franchisee Restaurant, Master Franchisee must spend the amounts reasonably necessary in connection with the following actions to update the Restaurant: (i) thorough cleaning, repainting, and redecorating of the interior and exterior of the Master Franchisee Restaurant’s site; (ii) interior and exterior repair of the site as needed; and (iii) repair or replacement, at Franchisor’s direction, of damaged, worn-out, or obsolete FF&E.

(b) At least once every ten (10) years, Master Franchisee must spend the amounts reasonably necessary to remodel and refresh the Master Franchisee Restaurant’s and the site’s appearance, branding, layout, and/or design, and/or replace a material portion of the FF&E, in order to meet Franchisor’s then-current requirements for new similarly-situated Jersey Mike’s Restaurants.

(2) In addition to the general maintenance required under Section 7.D(1) above, Master Franchisee must make such significant changes to the Master Franchisee Restaurant as are necessary to implement any System Change that Franchisor specifies from time to time. Master Franchisee will have up to (i) ninety (90) days to implement a System Change that will cost up to [*****] per Master Franchisee Restaurant and (ii) one hundred twenty (120) days to implement a System Change that will cost more than [******] per Master Franchisee Restaurant.

7.E. Products and Services. Master Franchisee agrees that each Jersey Mike’s Restaurant in the Territory will offer all products and services that Franchisor periodically specifies as being mandatory. In addition, a Jersey Mike’s Restaurant may offer, sell, provide, or otherwise distribute any products or services that Franchisor has not disapproved. Master Franchisee must ensure that Master Franchisee Restaurants and Subfranchisee Restaurants are able to serve the then-current Jersey Mike’s Restaurant menu in the Territory. Franchisor will review additional menu items suggested by Master Franchisee from time to time. Franchisor will not unreasonably withhold its approval of such items if those changes do not negatively affect the brand. Franchisor has the right, in its sole judgment, to develop and incorporate new menu items or alternatives appropriate for the Territory and consistent with items offered in the United States. Master Franchisee agrees to use best efforts to incorporate all new additions to the system as Franchisor directs.

7.F. Approved Products, Distributors, and Suppliers. Franchisor reserves the right periodically to designate and approve standards and specifications for, and the suppliers, distributors, and/or manufacturers of, the FF&E, Proprietary Products, and other products and services that Franchisor periodically authorizes for use at or sale by Jersey Mike’s Restaurants. Master Franchisee must purchase or lease, and require Subfranchisees to purchase or lease, all FF&E, Proprietary Products, and other products and services for Jersey Mike’s Restaurants only according to the System Standards and, if Franchisor requires, only from suppliers, distributors, or manufacturers that Franchisor reasonably designates or approves.

If Master Franchisee wants to purchase or lease any FF&E or other products or services from a supplier or distributor that Franchisor has not yet approved (for FF&E or other products and services that must be purchased or leased only from designated or approved suppliers, distributors, or manufacturers), Master Franchisee must follow Franchisor’s supplier approval standards.

Franchisor and Master Franchisee will work together to identify suppliers of FF&E, Proprietary Products, and other products and services for Jersey Mike’s Restaurants that are located in the Territory, which suppliers Franchisor agrees to review and approve in accordance with this Section 7.F and Franchisor’s supplier approval standards. After Franchisor provides such approval, Master Franchisee is solely responsible for ensuring the quality and control of distribution in the Territory.

7.G. System Standards. Master Franchisee agrees that complying with all applicable System Standards, whether reflected in the Territory Standards Compilations or otherwise, is the essence of this Agreement and essential to maintain the common identity and reputation of Jersey Mike’s Restaurants to preserve the goodwill of the Marks, the System, and all Jersey Mike’s Restaurants. At all times during the Term, Master Franchisee must develop, maintain, and operate all Master Franchisee Restaurants in compliance with each applicable System Standard, as Franchisor periodically modifies and supplements them in its sole judgment. System Standards may regulate any aspect of a Jersey Mike’s Restaurant’s development, operation, and maintenance, including, without limitation, any one or more of the following:

(1) standards and requirements for training restaurant employees and providing competent and courteous service to restaurant customers (provided that Master Franchisee is solely responsible for all hiring, firing, and disciplinary decisions, supervising employees, scheduling employees, and the employees’ terms and conditions of employment);

(2) participation in and requirements for technology initiatives, sales, promotional, public relations, advertising and/or marketing programs, and materials and media used in these programs;

(3) standards and requirements for establishing and operating the Local Website, Mobile App, and other supporting technology capabilities;

(4) the design and appearance of the Jersey Mike’s Restaurant and its FF&E;

(5) minimum and required standards and specifications for products, equipment, materials, supplies, and services that the Jersey Mike’s Restaurant uses and/or sells, including ingredients and methods of preparing food and beverage products, and offering and selling Proprietary Products and branded products at the Jersey Mike’s Restaurant;

(6) use and display of the Marks and required signage and postings, including notices of independent ownership on signs, employee handbooks, and other materials;

(7) issuing and honoring gift certificates, gift cards, stored-value cards, and similar items and participating in other promotions, including any customer loyalty programs and promotions that Franchisor periodically specifies;

(8) accepting credit and debit cards and other payment systems; and

(9) any other aspects of developing, operating, and maintaining Jersey Mike’s Restaurants that Franchisor determines to be useful to preserve or enhance the efficient operation, image, or goodwill of the Marks and Jersey Mike’s Restaurants.

System Standards will not include any employment-related policies or procedures and will not dictate or regulate the terms and conditions of employment for Master Franchisee’s employees. Any information Franchisor provides (whether in the Standards Compilations or otherwise) concerning employment-related policies or procedures, or relating to the terms and conditions of employment for Master Franchisee’s employees, is for optional use.

Although Franchisor retains the right to establish and periodically modify the System and System Standards, Master Franchisee retains responsibility for the day-to-day management and operation of Master Franchisee Restaurants and implementing and maintaining System Standards at those Master Franchisee Restaurants.

7.H. Modification of System. Because complete and detailed uniformity under many varying conditions might not be possible or practical, Franchisor reserves the right to vary the System and/or System Standards for any Jersey Mike’s Restaurant or group of Jersey Mike’s Restaurants based upon the peculiarities of any conditions or factors that Franchisor considers important to its operations. Master Franchisee has no right to require Franchisor to grant Master Franchisee a similar variation or accommodation.

7.I. Pricing. Master Franchisee generally has the right to establish the prices that it and Subfranchisees will charge for the products and services sold to the public at and from Jersey Mike’s Restaurants; provided, however, that Franchisor reserves the right, subject to Legal Requirements, to require Franchisee to comply with pricing guidelines or recommendations Franchisor specifies from time to time.

8. Legal Requirements

8.A. Responsibility for Compliance with Legal Requirements. Master Franchisee is solely responsible for ensuring that its Subfranchise Agreements, the Territory Standards Compilations, the System, the System Standards applicable to Master Franchisee and/or Subfranchisees, and all other aspects of developing and operating Jersey Mike’s Restaurants in the Territory (including all marketing or advertising materials received from Franchisor or any of its Affiliates) comply in all respects with all Legal Requirements. Master Franchisee must notify Franchisor promptly in writing if Master Franchisee reasonably believes that any provisions of the Subfranchise Agreement, the Territory Standards Compilations, the System, or the System Standards violate any Legal Requirement. Franchisor and Master Franchisee then will negotiate in good faith to determine any necessary changes to any provisions. Master Franchisee may not implement any changes to any provisions without Franchisor’s approval.

8.B. Compliance with Franchising and Other Legal Requirements. Master Franchisee must operate its business under this Agreement in full compliance with all Legal Requirements. Master Franchisee must secure and maintain in force in its name all required registrations, government approvals, licenses, permits, and certificates relating to its conduct of business under this Agreement. Master Franchisee (at its sole expense) is solely responsible and liable for complying with all Legal Requirements in connection with its activities under this Agreement, including any Legal Requirements relating to offering and granting Subfranchises and Development Rights in the Territory. At Franchisor’s option, Master Franchisee must submit to Franchisor for its prior approval all materials that Master Franchisee intends to use in connection with offering or granting Subfranchises and Development Rights before using them or filing them with any government agency. Master Franchisee may not use, file, or register any such materials that Franchisor has not approved.

8.C. Data Protection. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, and processing will all be given the meanings as set out in the Data Protection Laws.

(1) Master Franchisee agrees to: (a) comply with the Data Protection Laws; (b) comply with all of Franchisor’s requirements regarding the Data Protection Laws as set forth in the System Standards; (c) refrain from putting Franchisor or its Affiliates in breach of any of the Data Protection Laws; (d) do and execute, or arrange to be done and executed, each act, document, and thing necessary or desirable to keep Franchisor and its Affiliates in compliance with any of the Data Protection Laws; and (e) permit Franchisor and its Affiliates to use, in compliance with applicable Data Protection Laws, any data or other information they gather concerning Master Franchisee, its Affiliates, its Owners, its Subfranchisees, and customers of Jersey Mike’s Restaurants in connection with the establishment, operation, and franchising of Jersey Mike’s Restaurants under the System by Franchisor and its Affiliates (“Shared Personal Data”).

(2) Each Party is an independent Controller with respect to the processing of Personal Data, and each will be individually and separately responsible for complying with the obligations that apply to it as a Controller under any applicable Data Protection Laws and in relation to its processing of Personal Data.

(3) Without limiting the generality of the foregoing, Master Franchisee agrees to ensure that (a) Shared Personal Data has been collected lawfully, and (b) it has procured all legally-required consents from Data Subjects for the processing of their Personal Data (including, as applicable, with respect to the transfer of their Personal Data to Franchisor and the further processing of such data by Franchisor in accordance with applicable Data Protection Laws).

(4) To the extent Master Franchisee shares information with Franchisor that includes Personal Data, Master Franchisee agrees to exercise all commercially-reasonable efforts to ensure that the Shared Personal Data is accurate and up-to-date at the point of transfer to Franchisor.

(5) To the extent Master Franchisee shares information with Franchisor that includes Personal Data, and that transfer of Personal Data to outside of the United Kingdom would be prohibited by applicable Data Protection Laws:

(a) Franchisor (as importer for its own part and on behalf of its Affiliates) and Master Franchisee (as exporter) enter into the international data transfer agreement issued under Section 119A of the UK Data Protection Act 2018 (“IDTA”), which is incorporated by reference into this Agreement. For the purposes of the IDTA, the Parties confirm that Part 1 (Tables): (i) Table 1 (Parties and signatures) and Table 2 (Transfer Details) shall be populated with information of the Parties as set out in this Agreement; and (ii) for Table 3 (Transferred Data), transferred data shall be the Shared Personal Data, and the purpose shall be as described in Section 8.C.(1) above;

(b) Franchisor will comply, and will procure that any non-UK Affiliates will comply, with the terms of the IDTA in relation to any Shared Personal Data disclosed or transferred to it; and

(c) if the IDTA is replaced, amended, revoked, or declared invalid, the Parties will work in good faith to promptly take such steps as may be required to ensure an adequate level of protection (as required by applicable Data Protection Laws) for any Shared Personal Data held in locations outside of the United Kingdom.

(6) Each Party agrees to assist the other in complying with all applicable requirements of the Data Protection Laws. Without limitation, each Party agrees to: (a) consult with the other Party about any notices given to Data Subjects in relation to the Shared Personal Data; (b) promptly inform the other Party about the receipt of any Data Subject rights request; (c) where requested, provide the other Party with reasonable assistance in complying with any Data Subject rights request; (d) where requested, provide reasonable assistance to the other Party at its own cost in responding to any request from a Data Subject and ensuring compliance with its obligations under the Data Protection Laws with respect to security, Personal Data Breach notifications, data protection impact assessments, and consultations with the Information Commissioner or other regulators; and (e) notify the other Party without undue delay upon becoming aware of any breach of the Data Protection Laws, which includes without limitation any Personal Data Breach impacting Shared Personal Data.

(7) If Master Franchisee reasonably believes or suspects there has been a notifiable Personal Data Breach, Master Franchisee agrees to take such steps at its sole cost and expense as are necessary and pursuant to Legal Requirements to contain, remedy, and otherwise mitigate the effects of such an incident or occurrence. Master Franchisee is responsible for and agrees to indemnify and hold harmless Franchisor and its Affiliates against all actions, claims, demands, costs, expenses, liabilities, loss, damages, or other monetary relief brought, made, or awarded against or incurred by Franchisor or its Affiliates as a result of Master Franchisee’s processing of Personal Data (within the meaning of applicable Data Protection Laws) in breach of Data Protection Laws.

8.D. Good Business Practices. Master Franchisee must at all times and in all dealings with Franchisor, public officials, and other third parties adhere to high standards of honesty, integrity, fair dealing, and ethical conduct and refrain from any business or advertising practice that might injure the business of Franchisor or Master Franchisee or the goodwill associated with the Marks or any Jersey Mike’s Restaurant. Master Franchisee must notify Franchisor within thirty (30) days after the commencement of any action, suit, or proceeding, or the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which might adversely affect the operation or financial condition of Master Franchisee, any Jersey Mike’s Restaurant, or Master Franchisee’s business under this Agreement.

8.E. Corrupt Practices. Master Franchisee represents it has a copy of, and is familiar with, the United States Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-2 (the “FCPA”), and the purposes of the FCPA, in particular, the FCPA’s prohibition of payments or gifts of any item of value, either directly or indirectly, by a company organized under the laws of the United States of America or any of its states to an official, employee, or officer of, or person acting in an official capacity for, a government or international organization for the purpose of influencing any action or decision, inducing him or her to use his or her influence with the government or organization in any manner contrary to his or her position, or creating an improper advantage to assist a company in obtaining or retaining business for, with, or in that country or organization or directing business to any person. Master Franchisee further represents that it is familiar and will comply with the United Kingdom Bribery Act 2010, including its provisions prohibiting both active and passive bribery and its broader scope covering commercial bribery and failure to prevent bribery by associated persons. Master Franchisee will take no action, and will ensure that none of its Affiliates or Subfranchisees or any of its or their respective agents or representatives take any action, that would constitute a violation of the FCPA, the United Kingdom Bribery Act 2010, or any other applicable anti-corruption laws. Further, Master Franchisee represents that it and its Affiliates do, and agrees that it and they will, comply with all relevant Legal Requirements against corrupt business practices, money laundering, and facilitating or supporting persons who conspire to commit acts of terror against any person or government.

8.F. Anti-Terrorism Laws. Master Franchisee represents and warrants that neither Master Franchisee nor any of its Affiliates, nor any of its or their direct or indirect Owners, officers, directors, or employees, is a Specially Designated National or Blocked Person. “Specially Designated National or Blocked Person” means any person (1) designated by the U.S. Department of Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (2) described in Section 1 of the U.S. Executive Order 13224, issued September 23, 2001, or (3) otherwise identified by any government or legal authority as a person with whom Franchisor or its Affiliates, or Master Franchisee or its Affiliates, are prohibited from transacting business. A listing of such designations and the text of the Executive Order currently are published under the internet website address, www.ustreas.gov/offices/enforcement/ofac. Master Franchisee represents and warrants that neither it nor any of its Affiliates is directly or indirectly owned (in whole or in part) or controlled by the government of any country that is subject to a United States embargo, and Master Franchisee and its Affiliates do not act directly or indirectly on behalf of the government of any country that is subject to a United States embargo. Master Franchisee must notify Franchisor in writing promptly of the occurrence of any event which causes any of the representations and warranties in this Section 8.F to be incorrect at any time during the Term. Master Franchisee may not grant any Subfranchise to any Subfranchisee who is, or whose direct or indirect Owners, officers, directors or employees are, a Specially Designated National or Blocked Person.

8.G. Modern Slavery. Master Franchisee agrees:

(1) That it will, and will cause Subfranchisees and any individuals or entities whom Master Franchisee engages (with Franchisor’s approval) to perform its obligations under this Agreement to: (a) comply with all Legal Requirements relating to slavery, servitude, forced or compulsory labor, or human trafficking, including the Modern Slavery Act 2015 as amended or replaced from time to time (collectively, “Anti-Slavery Laws”);

(b) not do or omit to do any act or thing which constitutes or might constitute an offense under any Anti-Slavery Law; and (c) not knowingly employ or engage in any practices which constitute or might constitute an offense under any Anti-Slavery Laws and not knowingly appoint or contract with any individual or entity who has been convicted of or prosecuted in any jurisdiction in relation to an offense or alleged offense under any Anti-Slavery Laws.

(2) To provide Franchisor with reasonable assistance and information as it reasonably requires from time to time to: (a) meet any legally binding obligation to perform any activity required by any government, regulatory entity, or agency in any relevant jurisdiction for the purpose of complying with any applicable Anti-Slavery Laws; and (b) prepare a slavery and human trafficking statement as required by Section 54 of the Modern Slavery Act 2015 and to include the matters referred to in Section 54(5) of that Act.

9. Advertising and Marketing

9.A. Market Introduction Expenditures. Master Franchisee agrees to implement for each Master Franchisee Restaurant, and to cause each Subfranchisee to implement for each of its Subfranchisee Restaurants, a market introduction advertising and promotional program in accordance with the requirements in the Territory Standards Compilations, System Standards, and, if applicable, the Subfranchise Agreement, pursuant to which Master Franchisee must spend in connection with the opening of each Master Franchisee Restaurant, and cause each Subfranchisee to spend in connection with the opening of each Subfranchisee Restaurant, at least the equivalent in British pounds of [*****]. The cost of free or promotional sandwiches and other products may be credited against the required market introduction expenditures.

9.B. Local Marketing. Master Franchisee is responsible for creating and implementing all advertising, marketing, promotional, customer relationship management, public relations, and other brand-related programs and materials relating to Jersey Mike’s Restaurants in the Territory (collectively, “Marketing Materials”) according to the applicable Subfranchise Agreement and any System Standards that Franchisor periodically issues. All Marketing Materials must be completely factual, conform to high standards of ethical advertising, and comply with all Legal Requirements. Master Franchisee agrees at its sole cost and expense to obtain all applicable rights and permissions to use all Marketing Materials in the Territory. At Franchisor’s option, Master Franchisee must submit to Franchisor any Marketing Materials that Master Franchisee proposes to use or authorize for use in the Territory and may not use or authorize the use of any Marketing Materials that Franchisor has objected to in writing within fifteen (15) days after submission. Franchisor will own any and all intellectual property and other rights in the Marketing Materials. Master Franchisee agrees to sign (and require any applicable third-party vendors to sign) and deliver any instruments and documents that Franchisor periodically requires to evidence and permit Franchisor to obtain sole and exclusive ownership of all intellectual property and other rights to the Marketing Materials.

9.C. Local Marketing Spending Requirement. Commencing one (1) year after each Master Franchisee Restaurant and Subfranchisee Restaurant opens for business, each such Restaurant must spend during each calendar year at least [*****] during that year to market, advertise, and promote the Restaurant. The cost of free or promotional sandwiches and other products may be credited toward satisfying this obligation.

9.D. Marketing Fee Payable to Franchisor. The Marketing Fee that Master Franchisee must pay to Franchisor under Section 4.D above will be used to help cover (and reimburse) the costs (including Franchisor’s internal costs) that Franchisor and its Affiliates incur (and in the past has incurred) in creating, developing, producing, and implementing various advertising, marketing, public relations, and other brand-enhancement materials, programs, and activities (including digital and social media) (collectively, “Franchisor Programs”) to increase the visibility of, and promote the sale of products and services at, all Jersey Mike’s Restaurants operating in the United States (and, in Franchisor’s sole judgment, internationally). Franchisor has no obligation to account to Master Franchisee for its use of the Marketing Fee or to ensure that Jersey Mike’s Restaurants operating in the Territory benefit directly or pro rata based on payments of Marketing Fees. In return for the payment of the Marketing Fee, Franchisor will give Master Franchisee—for its own use and for use by Subfranchisees—copies of or access to such Franchisor Programs that Franchisor deems appropriate. While Franchisor has no obligation to create, develop, produce, or implement any Franchisor Programs for Master Franchisee or for use in the Territory, Franchisor agrees to collaborate with Master Franchisee to adapt such Franchisor Programs for use by Franchisee and/or its Subfranchisees in the Territory.

9.E. System Website. Franchisor or one or more of its designees may maintain one or more websites to advertise, market, and promote Jersey Mike’s Restaurants, the products and services they offer and sell, and/or the Jersey Mike’s Restaurant franchise opportunity (each, a “System Website”). If Franchisor maintains a System Website that promotes Jersey Mike’s Restaurants in the Territory, then Master Franchisee must give (or require its Subfranchisees to give) Franchisor the information and materials that Franchisor requests from time to time to develop, update, and modify the information on Jersey Mike’s Restaurants in the Territory that Franchisor determines to include on the System Website (the “Local Content”). By providing (or facilitating Subfranchisees’ provision of) such information and materials to Franchisor, Master Franchisee will be representing to Franchisor that they are accurate and not misleading and do not infringe upon any third party’s rights. Franchisor will own any and all intellectual property and other rights in the System Website, any Local Content, and all information they contain (including the domain name or URL for all webpages, the log of “hits” by visitors, and any personal or business data that visitors supply). Upon Franchisor’s request, Master Franchisee must, and agrees to cause all individuals who participated in creating, modifying, or translating the Local Content to, execute written assignments and waivers to assign to Franchisor or its designate all intellectual property rights in the Local Content.

Franchisor periodically may update and modify the System Website (including any Local Content). Master Franchisee must notify Franchisor whenever any Local Content changes or is not accurate. Franchisor will update or add Local Content that Franchisor approves at reasonable intervals that Franchisor determines. Master Franchisee acknowledges that Franchisor has final approval rights over all information on the System Website (including Local Content). Franchisor may implement and periodically modify System Standards relating to the System Website.

Franchisor may remove any or all Local Content on the System Website if Master Franchisee is not in full compliance with this Agreement or if the applicable Subfranchisee is not in compliance with its Subfranchise Agreement. Franchisor may permanently remove Local Content from the System Website upon this Agreement’s expiration or termination. Franchisor also may, at its option, discontinue any or all System Websites at any time.

Nothing in this Section 9.E limits Franchisor’s right to maintain websites other than the System Website or to offer and sell merchandise or services bearing the Marks from the System Website, another website, or otherwise over the Internet without payment or obligation of any kind to Master Franchisee or any Subfranchisee.

9.F. Franchisee-Operated Online Platforms. Master Franchisee may at its option develop and launch, and thereafter operate, according to this Section 9.F, (1) a website readily accessible to consumers in the Territory (“Local Website”) and/or (2) a mobile phone application that customarily operates on a mobile phone, iPad, tablet, or other hand-held device (the “Mobile App” and, together with the Local Website, the “Franchisee-Operated Online Platforms”), focused on marketing and promoting Jersey Mike’s Restaurants in the Territory. Developing and operating the Franchisee-Operated Online Platforms will be at Master Franchisee’s sole cost. In addition to the Local Website, the System Website, the Mobile App, and Social Media (defined below), Master Franchisee and its Affiliates may (either alone or in conjunction with others) develop, maintain, or authorize any website or other online presence, or other electronic medium (such as kiosks and other interactive properties or technology-based programs), that mention or describe Master Franchisee, its Affiliates, or any Jersey Mike’s Restaurants in the Territory or display any Mark, provided that Franchisor has been given at least thirty (30) days prior notice of such use and Franchisor has not reasonably objected to such use.

Master Franchisee agrees to obtain Franchisor’s prior written approval for any domain and software app names relating to any Franchisee-Operated Online Platform and to permit Franchisor or its designee, at Franchisor’s option, to register such domain name(s) or software app name(s) in its own name. Franchisor will own any and all intellectual property and other rights in any Franchisee-Operated Online Platform. Upon Franchisor’s request, Master Franchisee must, and agrees to cause all individuals who participated in creating, modifying, or translating any Franchisee-Operated Online Platform to, execute written assignments and waivers to assign to Franchisor or its designate all intellectual property rights in the Franchisee-Operated Online Platform. Master Franchisee agrees to comply with any System Standards that Franchisor periodically issues with respect to the Franchisee-Operated Online Platforms, including rules relating to designated functions and hyperlinks to the System Website and other websites. Master Franchisee agrees to obtain all necessary rights and licenses to use all artwork, photographs, text, and other intellectual property used on or in conjunction with the Franchisee-Operated Online Platforms. If Franchisor requests, Master Franchisee must deliver to Franchisor for Franchisor’s review and approval any Franchisee-Operated Online Platform content or other related materials and information Franchisor requests.

Master Franchisee agrees not to use any Franchisee-Operated Online Platform to accept or fulfill orders for any goods or services or otherwise to engage in electronic commerce or any other method of distribution, except in compliance with all related System Standards. Each Franchisee-Operated Online Platform must contain a privacy policy that complies with Legal Requirements

and the System Standards, and Master Franchisee must comply with that privacy policy and other Legal Requirements relating to personal information that visitors to the Franchisee-Operated Online Platforms provide.

9.G. Social Media. Master Franchisee agrees to comply, and to cause its Subfranchisees to comply, with any and all System Standards and other guidelines that Franchisor periodically specifies relating to the use of Social Media that reference or relate directly or indirectly to the Marks or any Jersey Mike’s Restaurant, which may include requirements to participate, or prohibitions on participation, in various forms of Social Media. “Social Media” means webhosted applications and any similar or successor technologies that permit the exchange of information and facilitate discussion of ideas through user-generated submissions and currently includes blogs, wikis, common social networks like Facebook, professional networks like LinkedIn, live blogging tools like X (formerly Twitter), virtual worlds, file, audio, and video sharing sites like Instagram, and other similar or successor social networking or media sites or tools.

10. Records, Reports and Inspections

10.A. Records. Master Franchisee agrees to maintain and preserve at its principal office full, complete, and accurate records and reports relating to the development and operation of Jersey Mike’s Restaurants in the Territory and Master Franchisee’s performance of its obligations under this Agreement, including records and information relating to Subfranchisee applications and other materials provided to prospective Subfranchisees in connection with offering and granting Subfranchises, site reports, inspection and supervisory reports relating to the development and operation of Jersey Mike’s Restaurants and compliance with Subfranchise Agreements, copies of leases and Subfranchise Agreements for each Jersey Mike’s Restaurant in the Territory, records reflecting the financial condition and performance of Master Franchisee and Subfranchisees, and such other records and reports that Franchisor periodically specifies. If Franchisor requires, Master Franchisee must maintain these records and reports on forms or in formats that Franchisor periodically designates.

10.B. Reports. Master Franchisee agrees to deliver to Franchisor in the electronic and/or written format that Franchisor periodically specifies:

(1) within thirty (30) days after their full execution, copies of all Subfranchise Agreements signed by Master Franchisee and the applicable Subfranchisee;

(2) within thirty (30) days after the end of each calendar month, reports of the Gross Receipts of each Jersey Mike’s Restaurant then open and operating in the Territory as of the end of the previous calendar month;

(3) within forty-five (45) days after the end of each quarter of Master Franchisee’s financial year, a report of the number of Jersey Mike’s Restaurants opened, closed, and under development in the Territory during the immediately preceding quarter, along with a short description of the status of any Jersey Mike’s Restaurant then under development;

(4) promptly after any Jersey Mike’s Restaurant in the Territory opens for business to the public, a report notifying Franchisor that such Jersey Mike’s Restaurant has opened in the Territory;

(5) within one hundred twenty (120) days after the end of Master Franchisee’s financial year, Master Franchisee’s annual financial statements. [*****], or before such financial year if Master Franchisee fails to comply with any obligation under this Agreement (and to cure that failure within the applicable timeframe after notice from Franchisor), Franchisor has the right to require that Franchisee’s annual financial statements be audited (at Franchisor’s expense) in accordance with the Legal Requirements by an independent public or chartered accountant.; and

(6) within thirty (30) days after Franchisor’s request, such other data, reports, information, financial statements, and supporting records relating to Jersey Mike’s Restaurants or Master Franchisee’s and Subfranchisees’ operations that Franchisor periodically specifies.

Master Franchisee agrees to certify or validate each report and financial statement in the manner that Franchisor periodically specifies. Franchisor has the right to disclose data derived from these reports, including by creating and circulating reports on the financial results of Jersey Mike’s Restaurants in the Territory and/or some or all other Jersey Mike’s Restaurants. Master Franchisee agrees immediately to report to Franchisor any events or developments which might have a significant or material adverse impact on Master Franchisee’s performance under this Agreement or the goodwill associated with the Marks and Jersey Mike’s Restaurants.

10.C. Inspections.

(1) To determine whether Master Franchisee and the Master Franchisee Restaurants in the Territory are complying with this Agreement and all System Standards, Franchisor and its designated agents and representatives have the right at all times and without prior notice to Master Franchisee: (i) to inspect any Master Franchisee Restaurant in the Territory; (ii) to observe, photograph, videotape, and otherwise monitor the operation of any Master Franchisee Restaurant in the Territory (including so-called “mystery shopping”) for consecutive or intermittent periods; and (iii) to engage in discussions with Master Franchisee’s personnel or customers. Master Franchisee agrees to cooperate with Franchisor and its designated agents and representatives fully with respect to these activities, including by providing appropriate personnel of Master Franchisee to accompany or otherwise assist Franchisor in exercising these rights. If Franchisor exercises any of these rights, it will use commercially reasonable efforts not to interfere unreasonably with any Master Franchisee Restaurant’s operation.

(2) Without limiting the generality of Section 10.C(1), Master Franchisee agrees to permit, and to cause the Subfranchisees to permit, four (4) times each calendar year, a food safety and quality audit (a “Food Safety and Quality Audit”) to be conducted by a food safety and quality auditor designated by Franchisor (a “Food Safety and Quality Auditor”), at Franchisor’s cost and expense. Master Franchisee agrees that it and each Subfranchisee will comply with all applicable Legal Requirements relating to food safety,

including all relevant laws, regulations, and standards. In addition, Master Franchisee agrees to achieve and maintain, and to ensure that each Subfranchisee achieves and maintains, at least the minimum score/rating prescribed by the Food Safety and Quality Auditor. The Food Safety and Quality Auditor will work with Master Franchisee to ensure there are effective systems in place to maximize the appropriate levels of food safety, quality, freshness, sanitation and handling, and general cleanliness at the Master Franchisee Restaurants and the Subfranchisee Restaurants. Master Franchisee agrees, within fifteen (15) days after receiving the report from each Food Safety and Quality Audit, to give Franchisor a copy of such report.

10.D. Audits. Franchisor may at any time during Master Franchisee’s business hours, and with at least [*****] prior notice to Master Franchisee, examine and copy Master Franchisee’s business, bookkeeping, and accounting records, tax records and returns, and other records relating to Master Franchisee’s business conducted under this Agreement (excluding any records or information relating to Master Franchisee’s employees). Master Franchisee agrees to cooperate fully with Franchisor’s representatives and/or any independent accountants Franchisor hires to conduct any such inspection or audit. If any audit discloses an understatement of any Jersey Mike’s Restaurant’s Gross Receipts, Master Franchisee must pay Franchisor, within thirty (30) days after receiving the audit report, the Royalties, Marketing Fees, and any other amounts due on the amount of the understatement, plus interest and administrative fees (in the amount described in Section 4.G) from the date originally due until the date of payment. If Franchisor reasonably determines that an additional audit is necessary due to Master Franchisee’s failure to furnish reports, supporting records, or other information as required, or to furnish these items on a timely basis, or if Franchisor’s examination reveals a Royalty or Marketing Fee understatement exceeding five percent (5%) of the amount that Master Franchisee actually reported to Franchisor for the period examined, Master Franchisee agrees to reimburse Franchisor for the full cost of its audit, including legal fees and independent accountants’ fees, plus the travel expenses, room and board, and compensation of Franchisor’s employees and representatives. These remedies are in addition to Franchisor’s other remedies and rights under this Agreement and Legal Requirements.

11. Marks

11.A. Goodwill and Ownership of Marks. Master Franchisee acknowledges and agrees that Franchisor’s Affiliate owns all rights in and to the Marks and all related goodwill. Master Franchisee’s right to use the Marks is derived solely from this Agreement and limited to operating the business under this Agreement in accordance with and subject to all System Standards and all restrictions contained in this Agreement. Master Franchisee’s unauthorized use of any Mark is a breach of this Agreement and an infringement of Franchisor’s (and its Affiliates’) rights in and to the Marks. All usage of the Marks by Master Franchisee or any Subfranchisee, and any goodwill established by that use, will inure to the exclusive benefit of Franchisor and its Affiliates. This Agreement does not confer any goodwill or other interests in the Marks upon Master Franchisee, other than the right to use the Marks in compliance with this Agreement. All provisions of this Agreement relating to the Marks apply to any additional and substitute trademarks and service marks that Franchisor periodically authorizes Master Franchisee to use.

11.B. Registration of Marks. Master Franchisee may not, and agrees to ensure that Subfranchisees do not, directly or indirectly, either alone or in conjunction with others, challenge or take any action directly or indirectly to cause or assist with a challenge to the validity or ownership of the Marks or obstruct the efforts of Franchisor or its Affiliates with respect to their exclusive ownership or registration of the Marks. As of the Effective Date, Franchisor’s Affiliate has validly registered in the Territory the Marks listed on Exhibit E. Franchisor or its Affiliate will bear all costs and expenses associated with registering the Marks. Except as specifically set forth in this Section 11.B, Franchisor is not making, and Master Franchisee acknowledges that it has not received, any representations or warranties, express or implied, with respect to the status of any registrations or registration applications or otherwise relating to the validity or use of the Marks in the Territory.

11.C. Limitations on Use of Marks. Master Franchisee must use the Marks, and require its Subfranchisees to use the Marks, only in the manner that Franchisor periodically specifies. Master Franchisee may not, and agrees not to permit its Subfranchisees to, use the Marks: (1) as part of any company or other legal business or trade name; (2) with any prefix, suffix, or other modifying words, terms, designs, or symbols or in any modified form; (3) in connection with the performance or sale of any unauthorized services or products; (4) as part of any domain name, electronic address, or metatag or otherwise in connection with any website or other electronic medium without Franchisor’s written approval; or (5) in any other manner that Franchisor does not expressly authorize in writing. Master Franchisee may not, and agrees not to permit any Subfranchisee to, use or attempt to register any other trademarks, service marks, or other commercial symbols in connection with subfranchising (with respect to Master Franchisee) or developing or operating (with respect to Master Franchisee and Subfranchisees) Jersey Mike’s Restaurants.

11.D. Infringement Claims. Master Franchisee must immediately notify Franchisor of any apparent challenge (actual or threatened) to Master Franchisee’s or any Subfranchisee’s use of any Mark or any claim by any other person or entity of any rights in any Mark or a confusingly or deceptively similar trademark or service mark (each, an “Infringement Claim”). Master Franchisee may not, and agrees to require its Subfranchisees not to, communicate with any person other than its or their counsel, Franchisor, and Franchisor’s counsel with respect to any Infringement Claim. Franchisor (or its Affiliate), at its sole option, will determine whether to take action with respect to any Infringement Claim and, if it decides to take any action, has the sole decision as to what action to take and the exclusive right to control any settlement, litigation, arbitration, administrative proceeding, or other disposition arising from any Infringement Claim (and to retain any costs or damages awarded as a result of any such Infringement Claim in full). Master Franchisee agrees, and agrees to cause Subfranchisees, to execute any and all instruments and documents, render such assistance, and take such action as may, in the opinion of Franchisor’s counsel, be necessary or advisable to protect and maintain the interests of Franchisor and its Affiliates in the Marks.

11.E. Discontinuance of Use of Marks. Franchisor may, in its sole judgment, require Master Franchisee and/or any or all Subfranchisees to modify or discontinue using any Mark and/or use one (1) or more additional or substitute trademarks. Master Franchisee agrees promptly to comply, and to cause its Subfranchisees promptly to comply, with Franchisor’s directions. Franchisor has no obligation to reimburse Master Franchisee or any Subfranchisee for any expenditures Master Franchisee or any Subfranchisee incurs to modify or discontinue the use of a Mark or to adopt substitutes for discontinued Marks, including any expenditures relating to

replacing advertising or promotional materials or changing signs or for any loss of goodwill related to a discontinued Mark.

12. Confidential Information, Innovations and Translations

12.A. Confidential Information. Franchisor and its Affiliates possess (and will continue to develop and acquire) certain confidential and proprietary information relating to developing, operating, and/or franchising Jersey Mike’s Restaurants (“Confidential information”), including:

(1) site selection criteria and methodologies;

(2) building and other designs, methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, and knowledge and experience used in developing and operating Jersey Mike’s Restaurants, including information in the Standards Compilations, the Territory Standards Compilations, and System Standards;

(3) market development plans and other plans for marketing and developing Jersey Mike’s Restaurants;

(4) marketing research and promotional, marketing, advertising, public relations, customer relationship management, and other brand-related materials and programs for Jersey Mike’s Restaurants;

(5) knowledge of specifications for and suppliers of, and methods of ordering, certain FF&E, Proprietary Products, and other products that Jersey Mike’s Restaurants use and/or sell;

(6) knowledge of the operating results and financial performance of Jersey Mike’s Restaurants outside the Territory;

(7) graphic designs and related intellectual property; and

(8) any other information Franchisor reasonably designates from time to time as confidential or proprietary.

Master Franchisee acknowledges and agrees that, by signing this Agreement, it will not acquire any interest in any Confidential Information, other than the right to use and sublicense certain Confidential Information that Franchisor periodically designates in its activities under this Agreement according to the System Standards and this Agreement’s other terms and conditions. Master Franchisee’s use of any Confidential Information in another business constitutes an unfair method of competition with Franchisor and its Affiliates and licensees. Franchisor and its Affiliates own all right and title to and interest in the Confidential Information. The Confidential Information is proprietary, includes trade secrets, and is disclosed to Master Franchisee only on the condition that Master Franchisee agrees, and Master Franchisee does agree:

(a) not to use any Confidential Information in any other business or capacity, whether during or after the Term;

(b) to keep the Confidential Information absolutely confidential, both during the Term and thereafter for as long as the information is not in the public domain;

(c) not to make unauthorized copies of any Confidential Information disclosed in writing or other tangible or intangible form;

(d) to adopt and implement all reasonable procedures that Franchisor periodically designates to prevent unauthorized use or disclosure of Confidential Information, including restricting its disclosure to Master Franchisee’s personnel and to Subfranchisees (and their personnel) needing to know such Confidential Information to perform their obligations under this Agreement or the applicable Subfranchise Agreement, and using confidentiality agreements with those having access to Confidential Information. Franchisor has the right to regulate the form of agreement and to be a third-party beneficiary of that agreement with independent enforcement rights;

(e) not to sell, trade, or otherwise profit in any way from the Confidential Information, except during the Term using methods Franchisor approves; and

(f) to impose and enforce all of these restrictions and obligations on all Subfranchisees.

“Confidential Information” does not include information, knowledge, or know-how that is or becomes generally known in the restaurant industry (without violating a duty or obligation to Franchisor or its Affiliates) or that Master Franchisee knew from previous business experience before Franchisor provided it to Master Franchisee (directly or indirectly) or before Master Franchisee began training. If Franchisor includes any matter in Confidential Information, anyone claiming that it is not Confidential Information must prove that the exclusion in this paragraph is fulfilled.

12.B. Innovations. Master Franchisee agrees that all ideas, concepts, methods, techniques, and products conceived or developed during the Term by Master Franchisee, any of its Affiliates, any Subfranchisee, or any of their respective agents, employees, or representatives relating directly or indirectly to the System or the development, marketing, or operation of Jersey Mike’s Restaurants (collectively, “Innovations”) are deemed to be Franchisor’s property, part of the System, and works-made-for-hire for Franchisor. To the extent any Innovation does not qualify as a work-made-for-hire for Franchisor, by this paragraph Master Franchisee hereby assigns ownership of that Innovation, and all intellectual property and other rights to and in the Innovation, to Franchisor and further agrees upon reasonable request by Franchisor to sign (and require any applicable Subfranchisee to sign) and deliver any instruments and documents, provide such assistance, and perform such other acts that Franchisor periodically requires to evidence and permit Franchisor to obtain sole and exclusive ownership of all intellectual property and other rights to the Innovation. Franchisor has no obligation to compensate any person or entity for such Innovation. Master Franchisee may not use, or permit any Subfranchisee or any other person or entity to use, any Innovation, whether in connection with Master Franchisee’s business under this Agreement, any Jersey Mike’s Restaurant, or otherwise, without obtaining Franchisor’s prior written approval.

12.C. Language and Translations. All forms of Subfranchise Agreements, Standards Compilations, Territory Standards Compilations, materials and information concerning prospective Subfranchisees, marketing plans and training plans, and other documents that Franchisor delivers to Master Franchisee, or that Master Franchisee delivers to Franchisor, under this Agreement will be in the English language. If required by Franchisor or any Legal Requirement, or deemed necessary by Master Franchisee, Master Franchisee will at its own expense translate any such document(s) into the language(s) used in the Territory. Before using it, Master Franchisee agrees to submit to Franchisor for its approval the translated version of any such document or any other document that is otherwise subject to Franchisor’s approval under this Agreement. Master Franchisee agrees to make any changes to the translated documents that Franchisor reasonably specifies. Franchisor will own all copyrights and other intellectual property rights in and to the English versions and any translations of any such documents. Upon Franchisor’s request, Master Franchisee must, and agrees to cause all individuals who participated in any translation to, execute written assignments and waivers to assign to Franchisor or its designate all intellectual property rights in those translations.

13. Exclusive Relationship

Master Franchisee and the Owner of a [*****] equity interest in Master Franchisee, agree that, during the Term, Master Franchisee, such Owner and each officer and director of Master Franchisee, will not:

(a) have any direct or indirect, controlling or non-controlling Ownership Interest — whether of record, beneficial, or otherwise — in a Competitive Business (as defined on Exhibit A hereto means [*****], provided that this restriction will not apply to the ownership of shares of a class of securities listed on a stock exchange representing less than three percent (3%) of the number of shares of that class of securities issued and outstanding;

(b) perform services as a director, officer, manager, employee, consultant, representative, or agent for a Competitive Business (as defined on Exhibit A) located or operating in the Territory; or

(c) directly or indirectly loan any money or other thing of value, guarantee any other person’s loan, or lease any real or personal property to any Competitive Business (as defined on Exhibit A) located or operating in the Territory or any Affiliate, owner, director, officer, manager, employee, or agent of any Competitive Business (as defined on Exhibit A) located or operating in the Territory.

[*****]

14. Transfer

14.A. Transfer by Franchisor. Franchisor has the right to change its ownership or form and/or to assign this Agreement and any other agreement to a third party without restriction and without notice to or consent from Master Franchisee. After Franchisor assigns this Agreement to a third party that expressly assumes this Agreement’s obligations, Franchisor no longer will have

any performance or other obligations under this Agreement. That assignment will constitute a release and novation with respect to this Agreement, and the new owner-assignee will be liable to Master Franchisee as if it had been an original party to this Agreement. Specifically and without limiting the foregoing, Master Franchisee agrees that Franchisor has the right to sell its assets (including this Agreement), the Marks, or the System to a third party; offer its ownership interests privately or publicly; merge, acquire other business entities, or be acquired by another business entity; and/or undertake a refinancing, recapitalization, leveraged buyout, securitization, or other economic or financial restructuring.

14.B. Transfer by Master Franchisee. The rights and duties that this Agreement creates are personal to Master Franchisee and its Owners, and Franchisor has entered into this Agreement in reliance upon the individual and collective character, skill, aptitude, attitude, business ability, and financial capacity of Master Franchisee and its Owners. Therefore, Master Franchisee and its Owners agree that:

(1) [*****]; and

(2) no obligations, rights, or interest of Master Franchisee in (a) this Agreement, (b) any of Master Franchisee’s assets (other than in the ordinary course of business), (c) any Master Franchisee Restaurant, or (d) any Subfranchise Agreement, may be transferred without Franchisor’s prior written approval. [******].

[******]

Any transfer without Franchisor’s approval constitutes a breach of this Agreement, will be of no force or effect, and will convey no rights or obligations at all.

Master Franchisee agrees to notify Franchisor, and to provide Franchisor such information regarding any proposed transfer that Franchisor requests, at least one hundred twenty (120) days before the proposed effective date of the transfer covered by this Section 14.B (although this does not mean that Franchisor has approved or must approve the proposed transfer) and to reimburse Franchisor for all reasonable expenses (including attorneys’ fees) Franchisor incurs in evaluating, documenting, and approving or disapproving a proposed transfer under this Section 14.B.

In this Agreement, the term “transfer,” whether or not capitalized, includes any voluntary, involuntary, direct, or indirect assignment, sale, gift, or other disposition and includes the following events, whether they impact Master Franchisee (or its Owners) directly or indirectly:

(a) transfer of record or beneficial ownership of any Ownership Interest or the right to receive all or a portion of Master Franchisee’s profits or losses or any capital appreciation relating to Master Franchisee, any Master Franchisee Restaurant, or any Subfranchise Agreement (whether directly or indirectly);

(b) a merger, consolidation, or exchange of Ownership Interests, issuance of additional Ownership Interests or securities representing or potentially representing Ownership Interests, or a redemption of Ownership Interests;

(c) any sale or exchange of voting interests or securities convertible to voting interests or any management agreement or other agreement granting the right to exercise or control the exercise of the voting rights of any Owner or to control Master Franchisee or the operations or affairs of Master Franchisee’s business, any Master Franchisee Restaurant, or any Subfranchise Agreement;

(d) transfer of a direct or indirect Ownership Interest or other interest in Master Franchisee, this Agreement, any Subfranchise Agreement, any Master Franchisee Restaurant, or any FF&E in a divorce, insolvency, or entity dissolution proceeding or otherwise by operation of law;

(e) if one of Master Franchisee’s Owners dies, transfer of a direct or indirect Ownership Interest or other interest in Master Franchisee, this Agreement, any Subfranchise Agreement, any Master Franchisee Restaurant, or any FF&E by will, declaration of or transfer in trust, or under the laws of intestate succession; or

(f) the grant of a mortgage, charge, pledge, collateral assignment, lien, or security interest in any Ownership Interest or other interest in Master Franchisee, this Agreement, any Master Franchisee Restaurant, or any Subfranchise Agreement; foreclosure upon or attachment or seizure of any Subfranchise Agreement; or Master Franchisee’s transfer, surrender, or loss of the possession, control, or management of all or any material portion of the operation of Master Franchisee’s business, any Master Franchisee Restaurant, or any Subfranchise Agreement.

14.C. Franchisor’s Right of First Consideration.

(1) During this Agreement’s Term, if Master Franchisee or any of its Owners desires to pursue the sale or transfer of (a) this Agreement or (b) a controlling Ownership Interest in Master Franchisee (each, a “Covered Transaction”), Master Franchisee must give Franchisor written notice of such desire (the “Notice of Intent”), and wait for Franchisor’s written response, before Master Franchisee or any of its Owners or representatives is permitted to begin discussions or negotiations with any other party, including prospective purchasers and investment advisors. The Notice of Intent must include the proposed form of the Covered Transaction and the proposed price or price range for the Covered Transaction. Franchisor will have forty-five (45) days after receiving the Notice of Intent (the “Consideration Period”) to consider pursuing the proposed Covered Transaction. Master Franchisee and its Owners must send Franchisor such information about the proposed Covered Transaction and Master Franchisee that Franchisor requests, including preliminary due diligence materials that Franchisor deems necessary to assess whether to pursue the proposed Covered Transaction.

(2) If Franchisor is interested in pursuing the proposed Covered Transaction, Franchisor will send Master Franchisee written notice of such interest (the “Notice of Interest”) by the end of the Consideration Period. If Franchisor sends Master Franchisee the Notice of Interest, then for a period of forty-five (45) days from the date of the Notice of Interest (the “Negotiation Period”), Master Franchisee and its Owners will negotiate in good faith exclusively with Franchisor regarding the proposed Covered Transaction. For the avoidance of doubt, the Notice of Interest will trigger the exclusive Negotiation Period but will not create a binding commitment on either Master Franchisee or Franchisor to complete a Covered Transaction unless and until a definitive agreement is executed by the applicable parties. During the Negotiation Period, Master Franchisee and its Owners and their respective agents and representatives may not directly or indirectly encourage, solicit, initiate, or continue discussions or negotiations with, or otherwise approach, any other party concerning any proposed Covered Transaction, and Master Franchisee must send Franchisor such information that Franchisor requests to complete its due diligence investigation.

(3) If Franchisor does not provide Notice of Interest by the end of the Consideration Period, or if Franchisor does provide Notice of Interest by the end of the Consideration Period but Master Franchisee and its Owners fail after good-faith negotiations to reach agreement with Franchisor on a proposed Covered Transaction by the end of the Negotiation Period, then Master Franchisee and its Owners will have the right to seek to enter into a Covered Transaction with a third party involving the same ownership interests or assets identified in the Notice of Intent, provided that (i) Franchisor consents to the Covered Transaction with the third party (as described in Section 14.B above), (ii) the price for the sale to the third party is [***] of the price offered in the last proposal made to Franchisor, and (iii) if Franchisor approves the proposed Covered Transaction (although without any obligation to do so), the transaction is consummated [***]. If the proposed Covered Transaction is not consummated [***], then the provisions of this Section 14.C will once again apply, and the proposed Covered Transaction must once again be offered to Franchisor for a new Consideration Period.

(4) [***]

15. Termination of this Agreement

15.A. Termination by Franchisor. Franchisor has the right, at its option but subject to Legal Requirements, to terminate this Agreement and all of Master Franchisee’s rights under this Agreement, effective upon delivery of written notice of termination to Master Franchisee, if:

(1) Master Franchisee fails to comply with the Development Schedule by the end of any Development Period and does not cure such failure by the end of the immediately-following Development Period;

(2) Master Franchisee or any of its Owners has made or makes a material misrepresentation or omission in acquiring any of the rights or operating the business under this Agreement;

(3) Master Franchisee or any of its Owners makes or attempts to make an assignment or transfer in violation of this Agreement;

(4) Master Franchisee or any of its Affiliates, or any of its or their respective Owners, is convicted of (a) a serious crime involving moral turpitude or (b) any other crime or offence that is of sufficient seriousness as to be triable only on indictment at the Crown Court;

(5) Master Franchisee or any of its Affiliates, or any of its or their respective Owners, seeks to register any Mark anywhere in the world, makes any unauthorized use of the Marks, or knowingly makes any unauthorized use or disclosure of any part of the Standards Compilations, Territory Standards Compilations, or other Confidential Information;

(6) Master Franchisee or an Owner of a [*****] in Master Franchisee breaches Section 13;

(7) Master Franchisee violates any material Legal Requirement applicable to the business conducted under this Agreement and does not begin to correct the violation immediately, and correct the violation completely within thirty (30) days, after Master Franchisee has received notice (whether from Franchisor or any other person or entity) of the violation;

(8) Master Franchisee violates any health, safety, or sanitation law or regulation, violates any System Standard as to food handling, cleanliness, or health and sanitation, or if the operation of any Master Franchisee Restaurant presents a health or safety hazard to its customers or the public, and Master Franchisee does not cure such default within seven (7) days following notice from Franchisor or a relevant government agency;

(9) Master Franchisee fails on three (3) or more separate occasions within any twelve (12) consecutive-month period to comply with any one or more obligations under this Agreement, unless these failures are corrected after Franchisor delivers written notice to Master Franchisee and whether these failures involve the same or different obligations under this Agreement;

(10) any Master Franchisee Restaurant in the Territory is operating in violation of any Legal Requirement or in a manner that is dangerous or unsafe to the public, or the applicable Subfranchisee is in violation of any provision of its Subfranchise Agreement, and in any such event Master Franchisee fails to correct any such condition (including, if applicable, by terminating the applicable Subfranchise Agreement and enforcing its post termination covenants) as soon as is reasonably practical, but in any event within thirty (30) days after Master Franchisee first learns of the condition;

(11) Master Franchisee fails on two (2) or more separate occasions within any six (6) consecutive-month period, or on three (3) or more separate occasions within any thirty-six (36) consecutive-month period, to comply with the same obligation under this Agreement, unless those failures are corrected after Franchisor delivers written notice to Master Franchisee;

(12) Master Franchisee makes an assignment for the benefit of creditors, or admits in writing its insolvency or inability to pay its debts generally as they become due, or its liabilities exceed its assets; Master Franchisee consents to the appointment of a receiver, trustee, or liquidator of all or the substantial part of its property; any Master Franchisee Restaurant, any Subfranchise Agreement, or any of Master Franchisee’s assets is attached, seized, subjected to a writ or distress warrant, or levied upon, unless the attachment, seizure, writ, warrant, or levy is vacated within thirty (30) days; any order appointing a receiver, trustee, or liquidator of Master Franchisee is not vacated within thirty (30) days following the order’s entry; or Master Franchisee files a voluntary petition in bankruptcy or for relief under any present or future law relating to bankruptcy, files any pleading seeking any reorganization, liquidation, or dissolution under any law, admits or fails to contest the material allegations of any such pleading filed against it, or is adjudicated a bankrupt or insolvent;

(13) Master Franchisee fails to pay Franchisor (or its Affiliate) any amounts due, whether arising under this Agreement or any other agreement, and does not correct the failure within thirty (30) days after Franchisor delivers written notice of that failure to Master Franchisee; or (14) Master Franchisee or its Affiliate fails to comply with any other provision of this Agreement or any mandatory System Standard and does not correct the failure within thirty (30) days after Franchisor delivers written notice of that failure to Master Franchisee.

Franchisor and Master Franchisee acknowledge and agree that the occurrence of any event listed above constitutes just cause for Franchisor’s termination of this Agreement and that a court order will not be required to give effect to any termination of this Agreement or any other exercise of Franchisor’s rights or remedies under this Agreement.

15.B. Termination of Rights for any Master Franchisee Restaurant. Without limiting Franchisor’s rights and remedies under Section 15.A, Franchisor has the right to terminate Master Franchisee’s right to operate any Master Franchisee Restaurant, effective upon delivery of written notice of termination to Master Franchisee, if any of the events described in Section 15.A involves or otherwise relates to that Master Franchisee Restaurant. [*****].

15.C. Additional Remedies. Upon the occurrence of any event in Section 15.A, Franchisor has the right, at its option and instead of terminating this Agreement under Section 15.A, to elect to take any or all of the following actions without terminating this Agreement:

(1) temporarily suspend or permanently terminate Master Franchisee’s right to grant additional Subfranchises and Development Rights, in which event Master Franchisee will be obligated to continue providing all services and performing all obligations to Subfranchisees under all effective Subfranchise Agreements;

(2) terminate Master Franchisee’s right to develop additional Master Franchisee Restaurants in the Territory; and/or

(3) temporarily suspend or permanently terminate Master Franchisee’s right to develop new Jersey Mike’s Restaurants in all, or any geographic area that is part, of the Territory.

Without limiting the generality of the foregoing, if (a) Master Franchisee expressly breaches the Territory Standards Compilations, (b) there are any breaches by Master Franchisee that materially, adversely impact Franchisor’s reputation, and/or (c) there are any breaches by Master Franchisee that give rise to violations of health and safety requirements set forth in this Agreement or in accordance with Legal Requirements, Franchisor has the right to require Master Franchisee’s Brand Manager and other Master Franchisee personnel whom Franchisor designates to retrain in accordance with Section 3.C and to meet with Franchisor’s senior leadership.

16. Rights and Obligations Upon Termination or Expiration

16.A. Payment of Amounts Owed. Master Franchisee agrees to pay within ninety (90) days after this Agreement expires or is terminated, or on any later date that the amounts due are determined, all amounts owed to Franchisor or its Affiliates under this Agreement or any related agreement which then are unpaid.

16.B. Use of Intellectual Property. When this Agreement expires or is terminated for any reason:

(1) Master Franchisee must take all action required to cancel all fictitious or assumed name or equivalent registrations relating to its use of the Marks and, at Franchisor’s option, assign to Franchisor (or its designee) or cancel any electronic address, domain name or website, or rights maintained in connection with any search engine that directly or indirectly associate Master Franchisee or any Jersey Mike’s Restaurant in the Territory with Franchisor, the Marks, the System, or the network of Jersey Mike’s Restaurants;

(2) Master Franchisee and its Owners may not directly or indirectly at any time or in any manner: (a) use any Mark, any colorable imitation of a Mark, any trademark, service mark, or commercial symbol that is confusingly similar to any Mark, or other indicia of a Jersey Mike’s Restaurant in any manner or for any purpose; or (b) use for any purpose any trade dress, trade name, trademark, service mark, or other commercial symbol that indicates or suggests a connection or association with Franchisor or the network of Jersey Mike’s Restaurants;

(3) Master Franchisee must immediately cease using any Confidential Information in any business or otherwise and return to Franchisor all Standards Compilations, Territory Standards Compilations, and any other confidential materials that Franchisor has made available in tangible form for use under this Agreement, and Master Franchisee and its Owners may not sell, trade, or otherwise profit in any way from any Confidential Information at any time; and

(4) Master Franchisee agrees to cause all Subfranchisees whose Subfranchise Agreements are not assigned to Franchisor or its assignee pursuant to Section 16.D below to comply with the obligations in (1) through (3) above and in Section 16.C(1) through (3) below and any other post-termination obligations under the applicable Subfranchise Agreements.

16.C. De-identification of Jersey Mike’s Restaurants. Upon the closing of any Jersey Mike’s Restaurant in the Territory, Franchisor’s delivery of written notice under Section 15.B with respect to any Master Franchisee Restaurant, or the expiration (without the grant of a Successor Subfranchise) or termination of any Subfranchise Agreement, or after this Agreement expires or is terminated for any reason with respect to all Jersey Mike’s Restaurants in the Territory, Master Franchisee must (or cause the applicable Subfranchisee to):

(1) immediately post a temporary notice or sign at the Jersey Mike’s Restaurant entrance announcing that the Restaurant will no longer operate as a Jersey Mike’s Restaurant and otherwise stop identifying the Restaurant as a Jersey Mike’s Restaurant or as part of the network of Jersey Mike’s Restaurants;

(2) within five (5) days thereafter, remove and destroy all exterior and interior signs, advertising, marketing, and promotional materials, forms, and other documents containing any of the Marks or otherwise identifying or relating to a Jersey Mike’s Restaurant; and

(3) within thirty (30) days thereafter, make such alterations as Franchisor reasonably specifies to distinguish the Restaurant and its assets clearly from their former appearance as a Jersey Mike’s Restaurant and from other Jersey Mike’s Restaurants in order to prevent a likelihood of public confusion and otherwise take the steps that Franchisor specifies to de-identify the Restaurant, including permanently removing all Marks and trade dress from the Restaurant’s walls and FF&E and altering the Restaurant’s color scheme, layout, and other aspects of the trade dress associated with the System.

16.D. Assumption of Subfranchise Agreements.

(1) Upon the expiration or termination of this Agreement for any reason, Franchisor has the right, in its sole judgment, to assume (or have its designee assume) any or all of the then-existing Subfranchise Agreements. Master Franchisee agrees to comply with such instruction from Franchisor, and to assign the relevant Subfranchise Agreement(s) to Franchisor (or its designee) accordingly (and execute all documents that Franchisor reasonably requires to implement such assignment), within thirty (30) days after receiving Franchisor’s notice or as Franchisor otherwise instructs.

(2) Any such assignment and assumption will not relieve Master Franchisee of any obligation or liability accrued to the relevant Subfranchisee before the date of the assignment and assumption. Neither Franchisor, its Affiliates, any individual or entity that Franchisor designates to assume Master Franchisee’s responsibilities under the assigned Subfranchise Agreements, nor any successor subfranchisor for the Territory will, under any circumstances, assume or be liable for Master Franchisee’s obligation, performance,

or liability under this Agreement or any Subfranchise Agreement arising before the effective date of termination or expiration.

16.E. Covenant Not to Compete. Upon expiration or termination of this Agreement for any reason, Master Franchisee and each person then owning [*****] in Master Franchisee agree that, for two (2) years beginning on the effective date of termination or expiration (subject to extension as provided below), neither Master Franchisee, nor such owner, will:

(1) have any direct or indirect, controlling or non-controlling Ownership Interest, whether of record, beneficial, or otherwise, in a Competitive Business (as defined on Exhibit A) located or operating in the Territory, provided that this restriction will not apply to the ownership of shares of a class of securities listed on a stock exchange representing less than three percent (3%) of the number of shares of that class of securities issued and outstanding;

(2) perform services as a director, officer, manager, employee, consultant, representative, or agent for a Competitive Business (as defined on Exhibit A) located or operating in the Territory;

(3) directly or indirectly loan any money or other thing of value, guarantee any other person’s loan, or lease any real or personal property to any Competitive Business (as defined on Exhibit A) located or operating in the Territory or any Affiliate, owner, director, officer, manager, employee, or agent of any Competitive Business (as defined on Exhibit A) located or operating in the Territory; or

(4) divert or attempt to divert any actual or potential business or customer of any Jersey Mike’s Restaurant to any Competitive Business (as defined on Exhibit A) located or operating in the Territory.

The time period during which these restrictions apply will be automatically extended, with respect to all persons that this Section 16.E covers, for each day during which any person covered by this Section 16.E is not complying fully with this Section 16.E.

16.F. Continuing Obligations. All of Franchisor’s and Master Franchisee’s obligations under this Agreement which expressly or by their nature survive this Agreement’s expiration or termination will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until such obligations are satisfied in full or by their nature expire.

16.G. No Compensation. After this Agreement expires or is terminated for any reason, Master Franchisee will not be entitled to receive any compensation or payment from Franchisor, whether for actual, consequential, indirect, special, or incidental damages, costs, or expenses, whether foreseeable or unforeseeable (including labor claims or loss of profits, investments, or goodwill), any and all rights to which Master Franchisee hereby waives and disclaims. Master Franchisee acknowledges that any enhancement of goodwill or customer base of Franchisor or the Jersey Mike’s brand will be mainly attributable to the Marks, the Confidential Information, and the System, as well as the continuing support of Franchisor, and that Master Franchisee has no right to compensation for any contribution it might have made to such enhancement of goodwill or customer base.

17. Relationship, Indemnification, and Insurance

17.A. Relationship of the Parties. This Agreement does not create a fiduciary relationship between Franchisor and Master Franchisee, they are and will be independent contractors, and nothing in this Agreement is intended to make either Party a general or special agent, joint venturer, joint employer, partner, or employee of the other for any purpose. Master Franchisee agrees to identify itself conspicuously in all dealings with others as a master franchisee and licensee of Franchisor and conspicuously and prominently to place such other notices of independent ownership on such forms, business cards, and other materials as Franchisor periodically requires. Neither Party has any right to create any obligation on behalf of the other except as expressly provided in this Agreement.

17.B. No Liability for Acts of Other Party. Franchisor and Master Franchisee agree not to make any express or implied agreements, warranties, guarantees, or representations, or incur any debt, in the name or on behalf of the other or represent that their respective relationship is other than franchisor and master franchisee. Franchisor will not be obligated for any damages to any person or property directly or indirectly arising out of the business Master Franchisee conducts under this Agreement.

17.C. Taxes. Subject to Section 4.H, Franchisor has no liability for any sales, value added, withholding, use, service, stamp duty, occupation, excise, gross receipts, income, property, payroll, or other taxes, whether levied upon this Agreement, Master Franchisee, one or more Jersey Mike’s Restaurants in the Territory, Master Franchisee’s property, or Franchisor, in connection with the business conducted by Master Franchisee (except any taxes that Franchisor is required by law to collect from Master Franchisee with respect to purchases from Franchisor and Franchisor’s U.S. income taxes). Payment of all such taxes is Master Franchisee’s responsibility.

17.D. Indemnification and Defense.

(1) Master Franchisee agrees to indemnify and hold harmless Franchisor, its Affiliates, and its and their respective Owners, directors, officers, employees, agents, representatives, successors, and assignees (the “Indemnified Parties”) against, and to reimburse any one or more of the Indemnified Parties for, all Losses (defined below) directly or indirectly arising out of or relating to: (a) the development or operation of any Jersey Mike’s Restaurant in the Territory; (b) the business Master Franchisee conducts under this Agreement; (c) Master Franchisee’s breach of this Agreement; (d) Master Franchisee’s or any Subfranchisee’s noncompliance or alleged noncompliance with any Legal Requirement; or (e) claims alleging either intentional or negligent conduct, acts, or omissions by Master Franchisee, any Subfranchisee, or any of their contractors (or any of their employees, agents, or representatives), or by Franchisor or its Affiliates (or its or their contractors or any of its or their employees, agents, or representatives), subject to Section 17.D(3). “Losses” means any and all losses, expenses, obligations, liabilities, damages (actual, consequential, or otherwise), and reasonable defense costs that an Indemnified Party incurs, including accountants’, arbitrators’, attorneys’, and expert witness’ fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation, arbitration, or alternative dispute resolution, regardless of whether litigation, arbitration, or alternative dispute resolution is commenced.

(2) Master Franchisee agrees to defend the Indemnified Parties against any and all claims asserted or inquiries made (formally or informally), or legal actions, investigations, or other proceedings brought, by a third party and directly or indirectly arising out of or relating to any matter described in Sections 17.D(1)(a) through (e) above (collectively, “Proceedings”), including those alleging the Indemnified Party’s negligence, gross negligence, willful misconduct, and/or willful wrongful omissions. Each Indemnified Party has the right, at Master Franchisee’s expense, to defend and otherwise respond to and address any claim asserted or inquiry made, or Proceeding brought, that is subject to this Section 17.D (instead of having Master Franchisee defend it as required above), and to agree to settlements or take any other remedial, corrective, or other actions, all of which defense and response costs and other Losses will be Master Franchisee’s sole responsibility, subject to Section 17.D(3). An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its Losses, in order to maintain and recover fully a claim against Master Franchisee, and Master Franchisee agrees that a failure to pursue a recovery or mitigate a Loss will not reduce or alter the amounts that an Indemnified Party has the right to recover from Master Franchisee under this Section 17.D. Master Franchisee’s obligations under this Section 17.D will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination.

(3) Despite Section 17.D(1), Master Franchisee has no obligation to indemnify or hold harmless an Indemnified Party, and Franchisor will reimburse Master Franchisee, for any Losses (including costs of defending any Proceeding under Section 17.D(2)) to the extent they are determined in a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction to have been caused solely and directly by the Indemnified Party’s willful misconduct or gross negligence, so long as the claim to which those Losses relate is not asserted on the basis of theories of vicarious liability (including agency, apparent agency, or joint employment) or Franchisor’s failure to compel Master Franchisee to comply with this Agreement. However, nothing in this Section 17.D(3) limits Master Franchisee’s obligation to defend Franchisor and the other Indemnified Parties under Section 17.D(2).

17.E. Insurance. Master Franchisee agrees to maintain insurance necessary to comply with all Legal Requirements and maintain general liability and other insurance that Franchisor reasonably specifies against claims for bodily and personal injury, death, and property damage and other losses caused by or occurring in connection with Master Franchisee’s conduct of business under this Agreement. Master Franchisee must maintain this insurance under one or more policies containing minimum liability and types of coverages appropriate in the Territory. Each insurance policy must name Franchisor and its Affiliates as additional insureds, contain a waiver of all subrogation rights against Franchisor, its Affiliates, and their successors and assigns, and provide for thirty (30) days’ prior written notice to Franchisor of any policy’s material modification, cancellation, or expiration. Master Franchisee agrees to furnish to Franchisor annually a copy of the certificates of insurance or other evidence Franchisor periodically requests to demonstrate that such insurance coverage is in force. Franchisor has no obligation to specify types or amounts of insurance coverage for Master Franchisee and no liability to Master Franchisee if it does not do so or if the minimum types or amounts of insurance coverage Franchisor specifies are insufficient.

17.F. No Commercial Agency; No Technology Transfer. The Parties expressly recognize and agree that this Agreement does not constitute a technology transfer or commercial agency under any law, statute, or regulation in force (if any) that regulates the transfer of technology, commercial agencies, concession contracts, or contracts between a “supplier” and a “distributor,” “commercial agent,” “agent,” or “representative” (collectively, the “Commercial Agency Law”). Accordingly, Master Franchisee agrees not to register this Agreement under any Commercial Agency Law, even if such registration is available, without Franchisor’s prior written consent.

18. Enforcement

18.A. Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary in this Agreement (including in Section 18.G), each Section, subsection, paragraph, term, and provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to or in conflict with any applicable present or future Legal Requirement in a final, unappealable ruling issued by any court, agency, or arbitrator with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other portions of this Agreement, which will continue to have full force and effect and bind the Parties. If any covenant restricting competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, Master Franchisee and Franchisor agree that the covenant will be enforced to the fullest extent permissible under the Legal Requirements and public policies applied in the jurisdiction whose law determines the covenant’s validity. If any provision in this Agreement restricting mediation or arbitration is deemed unenforceable for any reason, but would be enforceable if modified, Franchisor and Master Franchisee agree that the provision will be enforced to the fullest extent permissible under the Legal Requirements and public policies applied in the jurisdiction whose law determines the provision’s validity. If any applicable and binding Legal Requirement of any jurisdiction requires more notice than this Agreement requires of termination or of Franchisor’s refusal to enter into a successor agreement, or if, under any applicable and binding Legal Requirement of any jurisdiction, any provision of this Agreement or any System Standard is invalid, unenforceable, or unlawful, the notice and/or other action required by the Legal Requirement will be substituted for the comparable provisions of this Agreement, and Franchisor may modify the invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. Master Franchisee agrees to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.

18.B. Waiver of Obligations and Force Majeure. Franchisor and Master Franchisee may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice to the other or another effective date stated in the notice of waiver. However, no interpretation, change, termination, or waiver of any of this Agreement’s provisions will bind Franchisor unless in writing and signed by one of its officers and specifically identified as an amendment to this Agreement. No modification, waiver, termination, rescission, discharge, or cancellation of this Agreement will affect the right of any Party to enforce any claim or right under this Agreement, whether or not liquidated, which occurred before the date of such modification, waiver, termination, rescission, discharge, or cancellation. Any waiver Franchisor grants will be without prejudice to any other rights Franchisor has, will be subject to its continuing review, and may be revoked at any time and for any reason, effective upon delivery to Master Franchisee of ten (10) days’ prior written notice.

Franchisor and Master Franchisee will not be deemed to waive or impair any right, power, or option this Agreement reserves (including Franchisor’s right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before the Term expires) because of any custom or practice at variance with this Agreement’s terms; Franchisor’s or Master Franchisee’s failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other’s compliance with this Agreement, including any System Standard; Franchisor’s waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other master franchisees or licensees of Jersey Mike’s Restaurants; the existence of master franchise or license agreements containing provisions different from those contained in this Agreement; or Franchisor’s acceptance of any payments due from Master Franchisee after any breach of this Agreement. No special or restrictive legend or endorsement on any payment made to Franchisor will be a waiver, compromise, settlement, or accord and satisfaction. Franchisor is authorized to ignore any legend or endorsement, which will have no effect.

Neither Franchisor nor Master Franchisee will be liable for loss or damage or be in breach of this Agreement if Franchisor’s or Master Franchisee’s failure to perform obligations results from: (1) compliance with the orders, requests, regulations, or recommendations of any government which do not arise from a violation or alleged violation of any Legal Requirement; (2) acts of God; (3) fires, pandemic, extreme weather conditions, strikes, embargoes, war, acts of terrorism or similar events, or riot; or (4) any other similar event or cause. Any delay resulting from these causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable, except that these causes will not excuse payment of amounts owed at the time of the occurrence or payment of amounts due afterward. Notwithstanding the foregoing, if any such cause continues for more than one hundred eighty (180) days, Franchisor has the right to terminate this Agreement in its entirety. Under no condition do any financing delays or difficulties, or difficulties in finding acceptable sites for Jersey Mike’s Restaurants, excuse the failure to perform or delay in performance by Master Franchisee of its obligations under this Agreement.

18.C. Costs and Attorneys’ Fees. If Franchisor incurs expenses due to Master Franchisee’s failure to pay when due amounts owed to Franchisor or otherwise to comply with this Agreement, Master Franchisee agrees, whether or not Franchisor initiates a legal proceeding (and, in the event either Franchisor or Master Franchisee does initiate a legal proceeding, if Franchisor prevails in such proceeding), to reimburse Franchisor for any costs and expenses that Franchisor incurs, including reasonable accounting, attorneys’, arbitrators’, and related fees.

18.D. Applying and Withholding Payments. Despite any designation Master Franchisee makes, Franchisor has the right to apply any of Master Franchisee’s payments to any of Master Franchisee’s past due indebtedness to Franchisor (or its Affiliates). Franchisor has the right to set off any amounts Master Franchisee or its Affiliates owe to Franchisor or its Affiliates against any amounts Franchisor or its Affiliates might owe to Master Franchisee or its Affiliates, whether in connection with this Agreement or otherwise. Master Franchisee may not withhold payment of any amounts owed to Franchisor or its Affiliates on the grounds of its or their alleged nonperformance of any of its or their obligations under this Agreement or any other agreement.

18.E. Rights of Parties are Cumulative. Franchisor’s and Master Franchisee’s rights under this Agreement are cumulative, and their exercise or enforcement of any right or remedy under this Agreement will not preclude their exercise or enforcement of any other right or remedy under this Agreement which either of them is entitled by law to enforce.

18.F. Mediation. Franchisor and Master Franchisee acknowledge that, during the Term, disputes might arise regarding their relationship, rights, and obligations under this Agreement. To facilitate resolution of these disputes, Franchisor and Master Franchisee agree that, during the Term, before commencing an arbitration or judicial action, Franchisor and Master Franchisee will submit any dispute arising from or relating to this Agreement or the relationship between the Parties (except as provided below) for non-binding mediation. The mediation will occur in the city where Franchisor’s headquarters are then located and be conducted by one (1) mediator under the then-current International Mediation Rules of the International Centre for Dispute Resolution (“ICDR”). Any statements a person makes during the mediation will not be admissible in any subsequent litigation or arbitration proceeding. Franchisor and Master Franchisee will each bear its own costs and expenses for the mediation and share equally the costs of any independent third parties or fees required for the mediation. If the dispute is not resolved within forty-five (45) days after the mediator is appointed, Franchisor or Master Franchisee has the right to pursue a dispute resolution mechanism other than mediation according to this Agreement’s terms.

The provisions of this Section 18.F will not apply to any dispute relating to the Marks or to Master Franchisee’s failure to pay amounts owed to Franchisor or its Affiliates or to comply (or to ensure its Subfranchises comply) with the System Standards. Also, despite this Section 18.F, Franchisor and Master Franchisee each have the right in a proper case to seek and obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction.

18.G. Arbitration. All controversies, disputes, or claims between Franchisor (and its Affiliates and its and their respective Owners, officers, directors, managers, agents, and employees, as applicable) and Master Franchisee (and its Affiliates and its and their respective Owners, officers, directors, managers, agents, and employees, as applicable) arising out of or related to:

(1) this Agreement or any other agreement between Master Franchisee and Franchisor or any provision of any of such agreements (including this Section 18.G);

(2) Franchisor’s relationship with Master Franchisee;

(3) the scope and validity of this Agreement or any related agreement or any provision of any of such agreements (including the scope and validity of the arbitration obligations under this Section 18.G, which Master Franchisee and Franchisor acknowledge are to be determined by an arbitrator and not a court);

(4) any Subfranchise Agreement, any related agreement, or any provision of any Subfranchise Agreement or any related agreement; or

(5) any System Standard (collectively, “Disputes”) will be submitted for arbitration to the ICDR. Except as otherwise provided in this Agreement, such arbitration proceedings will be conducted in the English language before one (1) neutral arbitrator and in accordance with the ICDR’s then-current rules of commercial arbitration for international arbitrations. Arbitration proceedings will be held at a suitable location to be chosen by the arbitrator within ten (10) miles of Franchisor’s then-current principal business address. The arbitrator has no authority to choose a different hearing locale. All matters within the scope of the U.S. Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) will be governed by it and not by any state or foreign arbitration law.

The arbitrator has the right to award or include in his or her award any relief which he or she deems proper in the circumstances, including money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief, and attorneys’ fees and costs, provided that: (i) the arbitrator will not have authority to declare any Mark generic or otherwise invalid; and (ii) except for punitive, exemplary, and other forms of multiple damages available under U.S. federal law or owed to third parties which are subject to indemnification under Section 17.D, Franchisor and Master Franchisee waive to the fullest extent permitted by law any right to or claim for any punitive, exemplary, or other forms of multiple or enhanced damages against the other and agree that, in the event of a dispute between them, the Party making a claim will be limited to equitable relief and to recovery of any actual damages it sustains. The arbitrator’s award and decision will be conclusive and bind all Parties, and judgment upon the award may be entered in any court of competent jurisdiction.

Franchisor and Master Franchisee agree to be bound by the provisions of any limitation on the period of time within which claims must be brought under this Agreement or applicable law, whichever expires first. In connection with any such arbitration proceeding, each of Franchisor and Master Franchisee must submit or file any claim that would constitute a compulsory counterclaim (as defined by the then-current Rule 13 of the U.S. Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding will be barred. The arbitrator may not consider any settlement discussions or offers that might have been made by either Master Franchisee or Franchisor.

Franchisor and Master Franchisee agree that arbitration will be conducted on an individual basis and not on a joint, collective, representative, or class-wide basis and that only Franchisor (and its Affiliates and its and their respective Owners, officers, directors, managers, agents, and employees, as applicable) and Master Franchisee (and its Affiliates and its and their respective Owners, officers, directors, managers, agents, and employees, as applicable) may be the parties to any arbitration proceeding described in this Section 18.G. No such arbitration proceeding may be consolidated with any other arbitration proceeding involving Franchisor and/or any other person or entity. Notwithstanding the foregoing or anything to the contrary in this Section 18.G or Section 18.A, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a Dispute that otherwise would be subject to arbitration under this Section 18.G, then Franchisor and Master Franchisee agree that this arbitration clause will not apply to that Dispute and that Dispute will be resolved in a judicial proceeding in accordance with this Section 18 (excluding this Section 18.G).

Despite this Section 18.G, Franchisor and Master Franchisee each have the right in a proper case to seek and obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction, provided that the Parties must contemporaneously submit the Dispute for arbitration on the merits according to this Section 18.G. The provisions of this Section 18.G are intended to benefit and bind certain third party non-signatories and will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination.

18.H. Governing Law. Except to the extent governed by the U.S. Federal Arbitration Act or other U.S. federal law, all Disputes will be governed by the laws of the State of New Jersey, U.S.A., without regard to its conflict of laws rules, except that any law regulating the offer or sale of franchises, business opportunities, or similar interests or governing the relationship between Franchisor and Master Franchisee will not apply unless its jurisdictional requirements are met independently without reference to this Section 18.H.

18.I. Consent to Jurisdiction. Subject to the mediation and arbitration obligations in
Sections 18.F and 18.G, each Party agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, will be the state or federal courts of the State of New Jersey, U.S.A. With respect to any such court action, each Party hereby: (1) irrevocably submits to the personal jurisdiction of such courts; (2) consents to service of process; (3) consents to venue; and (4) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Each Party further agrees that the state and federal courts of the State of New Jersey, U.S.A. are convenient forums for any Dispute arising under this Agreement or as a result of their relationship and that no Party may raise as a defense that such courts are not convenient forums. Notwithstanding the foregoing, Franchisor has the right to bring an action for a temporary restraining order or for temporary or preliminary injunctive relief, or to enforce an arbitration award, in any court in the jurisdiction in which Master Franchisee or any of its Owners resides or any of Master Franchisee’s assets are located.

18.J. Waiver of Punitive Damages and Jury Trial. EXCEPT FOR PUNITIVE, EXEMPLARY, AND OTHER FORMS OF MULTIPLE DAMAGES AVAILABLE TO ANY PARTY UNDER U.S. FEDERAL LAW OR OWED TO THIRD PARTIES WHICH ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 17.D, FRANCHISOR AND MASTER FRANCHISEE (AND ITS OWNERS) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE, EXEMPLARY, OR OTHER FORMS OF MULTIPLE DAMAGES AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN THEM, THE PARTY MAKING A CLAIM WILL BE LIMITED TO EQUITABLE RELIEF AND TO RECOVERY OF ANY ACTUAL DAMAGES IT SUSTAINS.

FRANCHISOR AND MASTER FRANCHISEE (AND ITS OWNERS) IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM.

18.K. Binding Effect. This Agreement is binding upon Franchisor and Master Franchisee and each of their respective executors, administrators, heirs, beneficiaries, and permitted assigns and successors in interest. Subject to Franchisor’s rights to modify the Standards Compilations, System Standards, and System, this Agreement may not be modified except by a written agreement signed by both Master Franchisee and Franchisor.

18.L. Limitations of Claims. EXCEPT FOR CLAIMS ARISING FROM MASTER FRANCHISEE’S NON-PAYMENT OR UNDERPAYMENT OF AMOUNTS IT OWES TO FRANCHISOR OR MASTER FRANCHISEE’S INDEMNIFICATION AND RELATED OBLIGATIONS TO FRANCHISOR UNDER SECTION 17.D, ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FRANCHISOR’S RELATIONSHIP WITH MASTER FRANCHISEE WILL BE BARRED UNLESS AN ARBITRATION OR JUDICIAL PROCEEDING IS COMMENCED IN THE PROPER FORUM WITHIN TWO (2) YEARS FROM THE DATE ON WHICH THE PARTY ASSERTING THE CLAIM KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM.

18.M. Construction. The preambles and exhibits are a part of this Agreement, which, together with any riders or addenda signed at the same time as this Agreement, constitutes Franchisor and Master Franchisee’s entire agreement and supersedes all prior and contemporaneous oral or written agreements and understandings between Franchisor and Master Franchisee relating to this Agreement’s subject matter. There are no other oral or written representations, warranties, understandings, or agreements between Franchisor and Master Franchisee relating to this Agreement’s subject matter. Any policies that Franchisor adopts and implements from time to time to guide Franchisor in its decision-making are subject to change, are not a part of this Agreement, and do not bind Franchisor. Except as provided in Sections 17.D and 18.G, nothing in this Agreement is intended or deemed to confer any rights or remedies upon any person or entity not a party to this Agreement, including any Subfranchisee.

References in this Agreement to Franchisor, with respect to all of its rights and all of Master Franchisee’s obligations to Franchisor under this Agreement, include any of Franchisor’s Affiliates with whom Master Franchisee deals in connection with the business Master Franchisee conducts under this Agreement. If two (2) or more persons are at any time the owners of the rights under this Agreement, whether as partners or joint venturers, their obligations and liabilities to Franchisor will be joint and several. “Person” (whether or not capitalized) means any individual, corporation, limited liability company, general or limited partnership, unincorporated association, cooperative, or other legal or functional entity.

The headings of the Sections, subsections, and paragraphs are for convenience only and do not define, limit, or construe their contents. Unless otherwise specified, all references to a number of days mean calendar days and not business days. The words “include” and “including” and words of similar import will be interpreted to mean “including, but not limited to,” and the terms following such words will be interpreted as examples, and not an exhaustive list, of the appropriate subject matter. Whenever a Party’s consent, approval, or acceptance is required under this Agreement, such consent, approval, or acceptance will not be deemed provided unless it is in writing (which may include electronic means). This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed and delivered will be an original, but all the counterparts will together constitute one and the same instrument which will only be deemed executed when counterparts executed by each of the Parties are delivered.

18.N. The Exercise of Franchisor’s Judgment. Franchisor has the right to operate, develop, and change the System and System Standards in any manner that is not specifically prohibited by this Agreement. Whenever Franchisor has reserved in this Agreement a right to take or to withhold an action, or to grant or decline to grant Master Franchisee a right to take or omit an action, Franchisor will act reasonably and will not unreasonably withhold its approval of any of Master Franchisee’s actions or requests.

18.O. Further Assurances. Master Franchisee agrees, and will cause Subfranchisees, from time to time upon Franchisor’s request to execute, acknowledge, and deliver all such further instruments and documents, and take such other actions, as are reasonably required to effectuate the purposes of this Agreement.

18.P. No Recourse. No past, present, or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership, or management, vendor, service provider, agent, attorney, or representative of Franchisor or any of its affiliated entities will have any liability for any obligations or liabilities under this Agreement or for any claim based on, in respect of, or by reason of the transactions this Agreement contemplates.

18.Q. Governing Language. This Agreement originally is written in the English language, and all questions of interpretation of this Agreement will be resolved by reference to the same as written in English. MASTER FRANCHISEE REPRESENTS THAT IT (AND ITS REPRESENTATIVES IN THIS MATTER) UNDERSTANDS THE ENGLISH LANGUAGE AND THAT IT HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS AGREEMENT AS WELL AS ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.

19. Notices and Payments

All written notices, reports, and payments permitted or required to be delivered by this Agreement will be deemed so delivered: (a) at the time delivered by hand; (b) one (1) business day after transmission by computer transmission if the sender has confirmation of a successful transmission, or (c) five (5) business days after being placed in the hands of a commercial courier service for prepaid express delivery. All such notices, reports, and payments must be addressed to the parties as follows:

      If to Franchisor:

      JERSEY MIKE’S FRANCHISE
SYSTEMS, LLC
[***]

      If to Master Franchisee:

      JM SUBMARINES UK LTD
[***]
With a copy to
McDermott Will & Schulte
[***]

     

Any Party may change the address for delivery of all such notices and reports by providing notice according to this Section. For purposes of this Agreement, the term “business day” excludes Saturdays, Sundays, and official holidays in both the United States generally and in the Territory.

20. Representations, Warranties and Acknowledgments

To induce Franchisor to sign this Agreement and grant Master Franchisee the rights under this Agreement, Master Franchisee (on behalf of itself and its Owners) represents, warrants, and acknowledges to Franchisor that:

(a) Master Franchisee has independently investigated the Jersey Mike’s Restaurant franchise opportunity and recognizes that, like any other business, the nature of the business of acting as a master franchisee for Jersey Mike’s Restaurants will evolve and change over time.

(b) Investing in the business contemplated by this Agreement involves business risks, and Master Franchisee’s business abilities and efforts are vital to its success.

(c) Master Franchisee has not received or relied upon, and Franchisor expressly disclaims making, any representation, warranty, or guaranty, express or implied, as to the revenues, profits, or success of Master Franchisee’s business or any Jersey Mike’s Restaurant. Any models or similar financial information that Franchisor or its representatives provided to Master Franchisee or its Affiliates (or its or their agents) before the Effective Date were intended solely for informational purposes, are not statements of fact, might not be accurate for use in the Territory, and do not constitute any representation, express or implied, that Master Franchisee or any Subfranchisee can or should expect to achieve those results or similar results. Master Franchisee is not relying on any such models or similar financial information in signing this Agreement, making any other decision, or taking any other action.

(d) Any information Master Franchisee has acquired from other Jersey Mike’s Restaurant licensees or franchisees regarding their sales, profits, or cash flows is not information obtained from Franchisor, and Franchisor makes no representation about that information’s accuracy.

(e) Master Franchisee has no knowledge of any representations made about the Jersey Mike’s Restaurant master franchise opportunity by Franchisor, its Affiliates, or any of its or their officers, directors, Owners, or agents that are contrary to this Agreement’s terms and conditions.

(f) In all of their dealings with Master Franchisee, Franchisor’s Owners, officers, employees, and agents act only in a representative, and not in an individual, capacity and business dealings between Master Franchisee and them as a result of this Agreement are only between Master Franchisee and Franchisor.

(g) All statements Master Franchisee has made and all materials it has given Franchisor in acquiring the rights under this Agreement are accurate and complete, and Master Franchisee has made no misrepresentations or material omissions in obtaining the rights under this Agreement.

(h) Master Franchisee’s execution of, and performance of its obligations under, this Agreement do not conflict with or violate any Legal Requirement or agreement applicable to Master Franchisee or any of its Affiliates.

(i) Master Franchisee’s execution and delivery of, and performance of its obligations under, this Agreement have been duly authorized by all necessary company action.

21. Contracts (Rights of Third Parties) Act 1999

With the exception of any Affiliate of Franchisor for the time being, which has the right to enforce any term of this Agreement that is expressly intended to benefit it, a person who is not a party will have no right under the Contracts (Rights of Third Parties) Act 1999 (“CRTPA”) to enforce any term of this Agreement. For the avoidance of doubt, Franchisor and Master Franchisee (in writing through their authorized representatives) are entitled to amend or vary this Agreement’s terms without having to seek permission of a third party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective on the Effective Date.


FRANCHISOR			MASTER FRANCHISEE

JERSEY MIKE'S FRANCHISE SYSTEMS, LLC, a Delaware (U.S.A.) limited liability company			JM SUBMARINES UK LTD, a company organized under the laws of the United Kingdom

By:	/s/Charlie Morrison		By:	/s/Peter Canero

Name:		Charlie Morrison	Name:		Peter Canero

Title:		CEO	Title:		CEO

Date:		11/19/2025	Date:		12/01/2025

EXHIBIT A

TO THE JERSEY MIKE’S MASTER FRANCHISE AND OPERATION AGREEMENT FOR THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

[REMAINDER OF EXHIBIT OMITTED]

A-1

EXHIBIT B

TO THE JERSEY MIKE’S MASTER FRANCHISE AND OPERATION AGREEMENT FOR THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

[REMAINDER OF EXHIBIT OMITTED]

B-1

EXHIBIT C

TO THE JERSEY MIKE’S MASTER FRANCHISE AM) OPERATION AGREEMENT FOR THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

[REMAINDER OF EXHIBIT OMITTED]

C-1

EXHIBIT D

TO THE JERSEY MIKE’S MASTER FRANCHISE AND OPERATION AGREEMENT FOR THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

[REMAINDER OF EXHIBIT OMITTED]

D-1

EXHIBIT E

TO THE JERSEY MIKE’S MASTER FRANCHISE AND OPERATION AGREEMENT FOR THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

[REMAINDER OF EXHIBIT OMITTED]

E-1

Exhibit 21.1

Jersey Mike’s Subs Inc. has requested confidential treatment of this registration statement and associated

correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

LIST OF SUBSIDIARIES

The following entities are subsidiaries of Jersey Mike’s Subs Inc. as of the time of this offering, excluding certain subsidiaries that, in the aggregate as a single subsidiary, do not constitute a significant subsidiary.


Name	Jurisdiction of Organization or Incorporation
Jersey Mike's Holdco, LLC	Delaware
Jersey Mike’s MidCo I, LLC	Delaware
Jersey Mike’s MidCo II, LLC	Delaware
Jersey Mike’s Franchise Systems, LLC	Delaware
JM SPV Guarantor, LLC	Delaware
Jersey Mike’s Funding, LLC	Delaware
A Sub Above, LLC	Delaware
JM’75, LLC	Delaware
Jersey Mike’s Holdings Canada LTD	Canada
JM Gift Card Operating Co LLC	Virginia
Jersey Shore Construction LLC	Delaware

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated April 10, 2026, relating to the financial statements of Jersey Mike’s Subs Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

      /s/ Deloitte & Touche LLP

     

      Morristown, New Jersey

     

      July 2, 2026

     

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated April 10, 2026, relating to the financial statements of Jersey Mike’s HoldCo, LLC. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

      /s/ Deloitte & Touche LLP

     

      Morristown, New Jersey

     

      July 2, 2026

     