FRANCHISE DISCLOSURE DOCUMENT

Doctor’s Associates LLC

A Florida Limited Liability Company
325 Sub Way, Milford, Connecticut 06461
Phone: 1-800-888-4848
[email protected]
www.subway.com

As a Subway® franchisee, you will sell foot-long and other sandwiches, salads and other food items from a
retail establishment.

The initial investment necessary to begin operation of a Subway® franchise ranges from $222,050 to $506,900
($182,550 to $373,900 for a non-traditional location). This sum includes an estimated $22,370 to $44,830 that
must be paid to us or our affiliate.

This disclosure document summarizes certain provisions of your franchise agreement and other information in
plain English. Read this disclosure document and all accompanying agreements carefully. You must receive
this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any
payment to, franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no
government agency has verified the information contained in this document.

You may wish to receive your disclosure document in another format that is more convenient to you. To discuss
the availability of disclosures in different formats, contact Joe Richardson of the Franchise Development Team
at 325 Sub Way, Milford, CT 06461, (800) 888-4848, [email protected].

The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure document alone
to understand your contract. Read all of your contract carefully. Show your contract and disclosure document
to an advisor, like a lawyer or an accountant.

Buying a franchise is a complex investment. The information in this disclosure document can help you make
up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which
can help you understand how to use this disclosure document, is available from the Federal Trade Commission.
You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW,
Washington, D.C. 20580. You can also visit the FTC’s home page at www.ftc.gov for additional information.
Call your state agency or visit your public library for other sources of information on franchising.

There may also be laws on franchising in your state. Ask your state agencies about them.

Issuance Date: April 25, 2022

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 How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on how to find more
information:

QUESTION WHERE TO FIND INFORMATION

How much can I earn? Item 19 may give you information about outlet
sales, costs, profits or losses. You should also
try to obtain this information from others, like
current and former franchisees. You can find
their names and contact information in Item 20
or Exhibit B.

How much will I need to invest? Items 5 and 6 list fees you will be paying to the
franchisor or at the franchisor’s direction. Item
7 lists the initial investment to open. Item 8
describes the suppliers you must use.

Does the franchisor have the fincal ability to Item 21 or Exhibit C includes financial
provide support to my business? statements. Review these statements carefully.

Is the franchise system stable, growing, or Item 20 summarizes the recent history of the
shrinking? number of company-owned and franchised
outlets.

Will my business be the only Subway® business Item 12 and the “territory” provisions in the
in my area? franchise agreement describe whether the
franchisor and other franchisees can compete
with you.

Does the franchisor have a troubled legal Items 3 and 4 tell you whether the franchisor or
history? its management have been involved in material
litigation or bankruptcy proceedings.

What’s it like to be a Subway® franchisee? Item 20 or Exhibit B lists current and former
franchisees. You can contact them to ask about
their experiences.

What else should I know? These questions are only a few things you
should look for. Review all 23 Items and all
Exhibits in this disclosure document to better
understand this franchise opportunity. See the
table of contents.

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 What You Need To Know About Franchising Generally

Continuing responsibility to pay fees. You may have to pay royalties and other fees even if you
are losing money.

Business model can change. The franchise agreement may allow the franchisor to change its
manuals and business model without your consent. These changes may require you to make
additional investments in your franchise business or may harm your franchise business.

Supplier restrictions. You may have to buy or lease items from the franchisor or a limited group of
suppliers the franchisor designates. These items may be more expensive than similar items you
could buy on your own.

Operating restrictions. The franchise agreement may prohibit you from operating a similar
business during the term of the franchise. There are usually other restrictions. Some examples may
include controlling your location, your access to customers, what you sell, how you market, and
your hours of operation.

Competition from franchisor. Even if the franchise agreement grants you a territory, the
franchisor may have the right to compete with you in your territory.

Renewal. Your franchise agreement may not permit you to renew. Even if it does, you may have to
sign a new agreement with different terms and conditions in order to continue to operate your
franchise business.

When your franchise ends. The franchise agreement may prohibit you from operating a similar
business after your franchise ends even if you still have obligations to your landlord or other
creditors.

Some States Require Registration

Your state may have a franchise law, or other law, that requires franchisors to register before
offering or selling franchises in the state. Registration does not mean that the state recommends the
franchise or has verified the information in this document. To find out if your state has a registration
requirement, or to contact your state, use the agency information in Exhibit H.

Your state also may have laws that require special disclosures or amendments be made to
your franchise agreement. If so, you should check the State Specific Addenda. See the Table of
Contents for the location of the State Specific Addenda.

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 Special Risks to Consider About This Franchise

Certain states require that the following risk(s) be highlighted:

1. Out-of-State Dispute Resolution. The franchise agreement requires you to resolve disputes with
the franchisor by arbitration and/or litigation only in Connecticut. Out-of-state arbitration, or litigation
may force you to accept a less favorable settlement for disputes. It may also cost more to arbitrate or
litigate with the franchisor in Connecticut than in your own state.

Certain states may require other risks to be highlighted. Check the “State Specific
Addenda” (if any) to see whether your state requires other risks to be highlighted.

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 MI DAL 04/22

NOTICE-STATE OF MICHIGAN

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE

SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE
IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE
ENFORCED AGAINST YOU:

(a) A prohibition on the right of a franchisee to join an association of franchisees.

(b) A requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which
deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee, after
entering into a franchise agreement, from settling any and all claims.

(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term except
for good cause. Good cause shall include the failure of the franchisee to comply with any lawful provision of
the franchise agreement and to cure such failure after being given written notice thereof and a reasonable
opportunity, which in no event need be more than thirty (30) days, to cure such failure.

(d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the
franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee’s
inventory, supplies, equipment, fixtures and furnishings. Personalized materials which have no value to the
franchisor and inventory, supplies, equipment, fixtures and furnishings not reasonably required in the conduct
of the franchise business are not subject to compensation. This subsection applies only if: (i) the term of the
franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise or other agreement from
continuing to conduct substantially the same business under another trademark, service mark, trade name,
logotype, advertising or other commercial symbol in the same area subsequent to the expiration of the
franchise or the franchisee does not receive at least 6 months advance notice of franchisor’s intent not to renew
the franchise.

(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally available to
other franchisees of the same class or type under similar circumstances. This section does not require a
renewal provision.

(f) A provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude
the franchisee from entering into an agreement, at the time of arbitration, to conduct arbitration at a location
outside this state.

(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except
for good cause. This subdivision does not prevent a franchisor from exercising a right of first refusal to
purchase the franchise. Good cause shall include, but is not limited to:

(i) The failure of the proposed transferee to meet the franchisor’s then current reasonable qualifications
or standards.

(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.

(iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.

(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to
cure any default in the franchise agreement existing at the time of the proposed transfer.

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 (h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely identified
with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of first
refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing
and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the
right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has
breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner
provided in subdivision (c).

(i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer
its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing
the required contractual services.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY
GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY
THE ATTORNEY GENERAL.

Please be advised that the franchisor is not subject to the escrow provisions in the section of the Michigan
Franchise Law. Therefore, there are no statements as to the rights of the franchisee in this regard.

Any questions regarding this notice or the Michigan Franchise Act should be directed to: Consumer
Protection Division, 670 Williams Building, 525 W. Ottawa St., Lansing, MI 48909 (517) 373-7117 or
Doctor’s Associates LLC, in care of Legal Notice Administrator-Legal Department, Franchise World
Headquarters, LLC, 325 Sub Way, Milford, CT 06461-3059.

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ITEM TABLE OF CONTENTS PAGE
1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES ..................................... 1
2. BUSINESS EXPERIENCE .................................................................................................................................. 10
3. LITIGATION ....................................................................................................................................................... 28
4. BANKRUPTCY ................................................................................................................................................... 29
5. INITIAL FEES ..................................................................................................................................................... 29
6. OTHER FEES ...................................................................................................................................................... 35
7. ESTIMATED INITIAL INVESTMENT ............................................................................................................. 51
8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ............................................................... 56
9. FRANCHISEE’S OBLIGATIONS ...................................................................................................................... 64
10. FINANCING ........................................................................................................................................................ 66
11. FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING ................... 70
12. TERRITORY ....................................................................................................................................................... 86
13. TRADEMARKS ................................................................................................................................................. 88
14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ............................................................... 90
15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS..... 91
16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ....................................................................... 93
17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION .................................................. 94
18. PUBLIC FIGURES .............................................................................................................................................. 102
19. FINANCIAL PERFORMANCE REPRESENTATIONS .................................................................................... 102
20. OUTLETS AND FRANCHISE INFORMATION ............................................................................................... 102
21. FINANCIAL STATEMENTS ............................................................................................................................. 114
22. CONTRACTS ...................................................................................................................................................... 114
23. RECEIPTS ........................................................................................................................................................... 114
EXHIBITS
A Franchise Agreement C Audited Financial Statements for the Fiscal Years Ended
A-1 Franchise Agreement Rider December 31, 2021, 2020, and 2019
A-2 Owner’s Statement D Sublease
A-3 Sub Shop/2000™ Software License Agreement D-1 Franchisor Lease Rider
A-3-1 SubwayPOS® End User License Agreement D-2 Lease Amendment
A-3-2 Subway® Payment Manager Software End User License D-3 Sublicense
Agreement D-4 Subconcession Agreement
A-4 Walmart® Rider D-5 Sub Contract
A-4-1 Walmart® Addendum E Intent to Sublease
A-4-2 Sub-Sublease Form for Walmart® F Pre-Authorized Bank Form
A-5 Auntie Anne’s® Rider G-1 Renewal Addendum
A-5-1 Auntie Anne’s® Addendum G-2 Transfer Addendum
A-6 NEXCOM Rider H State Agencies
A-6-1 NEXCOM Addendum I Agents for Service of Process
A-7 AAFES Rider J Operations Manual Table of Contents
A-7-1 AAFES Addendum K DAL Promissory Note and Security Agreement
A-8 MCCS Rider L Litigation
A-8-1 MCCS Addendum M Franchisee Privacy Notice
A-9 Co-Brand Location Rider N Social Media Guidelines
A-10 Dual Location Test Rider O General Release
B List of Subway® Franchises as of December 31, 2021 P State Addenda
B-1 List of Subway® Outlets with Multiple Ownership Changes Q Franchise Disclosure Questionnaire
during same Fiscal Year for Years 2021, 2020, and 2019 R Business Developers
B-2 List of Subway® Franchisees who Ceased Operating during S State Effective Dates
the Fiscal Year ended December 31, 2021

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 Item 1
THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES

To simplify language in this Disclosure Document, “we”, “us”, “DAL” or “Doctor’s Associates” means Doctor’s
Associates LLC, the franchisor. “You” means the person(s) or entity that is granted the franchise, as well as all parties
who own any interest in an entity that is the franchisee.

The Franchisor, Its Parent, Predecessor, and Affiliates.

Franchisor and its Predecessor

We are a Florida limited liability company, doing business as “Subway”. We converted from a Florida corporation to a
Florida limited liability company on October 29, 2018, and changed our name to “Doctor’s Associates LLC”. Under
Florida law, we are still the same entity that existed before the conversion. Our address is 325 Sub Way, Milford,
Connecticut 06461. Our agents for service of process are disclosed in Exhibit I. As of December 31, 2021, we have sold
38,878 franchises, of which 21,147 are open and 104 are in development. We previously offered plush toy business
franchises from 1982 to 1983 but did not sell any. Aside from the plush toy business, we have not offered franchises in
any other line of business. We have no predecessors.

Parents

We have the following parents, all of which share the principal address of 325 Sub Way, Milford, Connecticut, 06461:

Name Parent Status

Subway US SUSH is our direct parent company and a wholly owned subsidiary of SSH.
Holdings, LLC
(“SUSH”)
Subway System SSH is a wholly owned subsidiary of SWH.
Holding, LLC,
(“SSH”)
Subway SWH is a majority owned subsidiary of SWI.
Worldwide
Holdings, LLC
(“SWH”)
Subway SWI is our ultimate parent company.
Worldwide, Inc
(“SWI”)

Affiliates

We are affiliated with the following companies that provide goods, services, or both, to us, our franchisees, our affiliates,
or our affiliates’ franchisees: all share the same principal business address of 325 Sub Way, Milford, Connecticut 06461.

Name Products and/or Services Provided

Subway IP LLC SIP is the owner and licensor of the Subway® trademark, and all recipes, formulas, food
(formerly known preparation procedures, business methods, business forms, and business policies (the
as Subway IP “System”). SIP licenses the System to us to develop Subway® restaurants in the United States
Inc.) (“SIP”) and its territories.

Subway SFAFT provides advertising services to Subway® franchisees, administers the advertising
Franchisee contributions paid by franchisees in the United States and its territories, and interacts with local
Advertising Fund advertising fund entities around the world that are associated with the Subway® brand.
Trust Ltd.
(“SFAFT”)

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 Name Products and/or Services Provided
Franchise World FWH provides services to us, our franchisees, our affiliated franchisors and their franchisees,
Headquarters, including processing franchise sales paperwork, research and development, marketing
LLC (“FWH”) franchises, franchisee training, retail technology, POS System support, restaurant design, legal
and accounting services. FWH also provides services to our affiliate leasing entities and
Subway® franchisees around the world, including negotiating, administering, and renewing
leases/licenses for restaurant premises.

FWH FWHT is the owner of SubwayPOS®, the point of sale computer based software required for
Technologies, use in Subway® restaurants. FWHT granted us the right to license the SubwayPOS® software to
LLC (“FWHT”) you through a licensing agreement.

Subway MyWay, Subway MyWay administers the Subway MyWay® loyalty and rewards program and the
LLC (“Subway settlement fund associated with the program.
MyWay”)

Subway Real SRE holds prime leases that are subleased or sublicensed to franchisees for the operation of
Estate, LLC Subway® restaurants.
(“SRE”)

Subway Realty, In limited circumstances, SRL holds prime leases that are subleased or sublicensed to
LLC (“SRL”) franchisees for the operation of Subway® restaurants.

SBD Ventures, SBDV may enter into the master lease agreements for non-traditional locations and may
LLC (“SBDV”) sublease or assign the right to operate these locations to franchisees.

Subway SR leases restaurant premises and may enter into a Sublease with you.
Restaurants, LLC
(“SR”)

Subway SSS leases restaurant premises and may enter into a Sublease with you.
Sandwich Shops,
LLC (“SSS”)

Fred & Peter’s F&P is the owner of Avon.

Real Estate, A
General
Partnership
(“F&P”)

Avon Colorado, Avon leases a restaurant location to a franchisee.

LLC (“Avon”)

193 Whalley Whalley Ave leases a restaurant location to a franchisee.

Avenue Realty,
Inc. (“Whalley
Ave”)

3171 Amwiler Amwiler leases a restaurant location to a franchisee.

Road Realty,
LLC
(“Amwiler”)

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 Name Products and/or Services Provided
Subway Payment SPS manages credit card payments and gift cards.
Services, LLC
(“SPS”)

None of the foregoing affiliates offer franchises in any line of business nor do they conduct the type of business operated
by franchisees.

SIP or a licensed affiliate licenses the following affiliates to use the Subway® System and to offer restaurant franchises
or sublicenses. These affiliates may offer franchises through separate Disclosure Documents. None of the following
affiliates have offered franchises in any other line of business.

Name Type of Entity Principal Franchises Offered (and Services Provided, if

Business Address Applicable)
Subway Partners, Curacao limited Pietermaai SPCV offered and sold franchises and also granted
C.V. (“SPCV”) partnership 23Willemstad, sublicenses to our affiliates to license Subway®
Curaçao restaurants all over the world, outside of the United
States, Canada and Australia prior to 1999. SPCV no
longer offers or sells franchises and all franchises sold
by SPCV were assigned to SIBV, SPCCV, and SSF.

Subway Partners Colombian C/o Mario Felipe SPCCV offered and sold franchises and also granted
Colombia C.V. branch of SPCV Tovar Socio, sublicenses to our affiliate to license Subway®
(“SPCCV”) Paniagua & restaurants in Colombia prior to 2021. SPCCV no
Tovar Abogados longer offers or sells franchises and all franchises sold
S.A., Calle 107 A by SPCCV were assigned to SSCS.
No. 11A – 69,
Bogotá D.C.,
Colombia
Subway Systems Colombian C/o Mario Felipe SSCS is licensed by SIBV to offer and sell franchises
Colombia S.A.S. simplified stock Tovar Socio, in Colombia and is the successor to SPCCV. As of
(“SSCS”) company Paniagua & December 31, 2021, 541 franchises were sold, of
Tovar Abogados which 236 are open and 4 are in development.
S.A., Calle 107 A
No. 11A – 69,
Bogotá D.C.,
Colombia

Subway Systems Singaporean 8 Temasek Blvd., SSSPL began franchising in 2020. It sells franchises
Singapore Pte. private company Suntec Tower 3, for Subway® restaurants in Singapore, and subleases
Ltd. (“SSSPL”) limited by shares Level 35-01, restaurant premises to Subway® franchisees in
Republic of Singapore. On January 2, 2020, SIBV assigned all of
Singapore its existing franchise agreements in Singapore to
038988 SSSPL. As of December 31, 2021, 192 franchises
were sold, of which 122 are open and 9 are in
development.

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 Name Type of Entity Principal Franchises Offered (and Services Provided, if
Business Address Applicable)
Subway Netherlands IJDOCK 27 – 9th SIBV began franchising in 1998. SIBV was granted a
International limited liability Floor license from SIP to offer and sell franchises all over
B.V. (“SIBV”) company 1013 MM the world, except in the United States, Canada,
Amsterdam, Australia, Colombia, and Brazil. SIBV granted a
Netherlands. sublicense to our affiliates, SSF and SRMS to offer
licenses for Subway® restaurants in South Africa and
China respectively. As of December 31, 2021, 16,462
franchises were sold, of which 7,610 are open and
462 are in development.

Subway Canadian C/o Windermere SFSC began franchising in 1987. SFSC offers and
Franchise corporation Registry, 3489 sells franchises for Subway® restaurants in Canada,
Systems of Allan Drive SW, leases equipment to Subway® franchisees in Canada,
Canada, ULC Edmonton, and sometimes owns and operates Subway®
(“SFSC”) Alberta, T6W restaurants in Canada that had been previously
3G9, Canada franchised. As of December 31, 2021, 4,217
franchises were sold, of which 2,899 are open and 41
are in development.

Subway Systems Western Premises Part SSA began franchising in 1987. The company sells
Australia Pty. Australian Level 9, franchises for Subway® restaurants in Australia. As of
Ltd. (“SSA”) private company Transport House, December 31, 2021, 1,913 franchises were sold, of
limited by shares 230 Brunswick which 1,201 are open and 15 are in development.
Street, Fortitude
Valley,
Queensland
4006, Australia
Sandwich and South African 8 Eybers Street, SSF began franchising in 1997. It sells franchises for
Salad Franchises private company Farrarmere, Subway® restaurants in South Africa. As of December
of South Africa limited by shares Benoni, 1501, 31, 2021, 78 franchises were sold, of which 2 are
(Pty.) Ltd. South Africa open and 0 are in development.
(“SSF”)
Subway Systems Brazilian limited C/o JM Silveira& SSB began franchising in 1998. It sells franchises for
do Brasil Ltda. partnership Associados, Subway® restaurants in Brazil. As of December 31,
(“SSB”) Rua Hungria No. 2021, 2,860 franchises were sold, of which 1,590 are
514, 7th Floor, open and 45 are in development.
Suite 71, 01455-
000 – São Paulo
– SP, Brazil

Subway Shanghai wholly Unit 2701- SRMS began franchising in 2019. SRMS offers and
Restaurant foreign owned 02&09-10 Office sells franchises for Subway® restaurants in China, and
Management entity Tower I of Grand it also owns and operates six Subway® restaurants. On
(Shanghai) Co. Gateway 66, July 3, 2020, SIBV assigned all of the 653 existing
Ltd. (“SRMS”) No.1, Hongqiao and active franchise agreements in China to SRMS
Road, Xuhui (out of a total of 990 franchises sold by SIBV in
District, China). On July 3, 2020, SIBV assigned all of the
Shanghai existing and active franchise agreements in China to
SRMS . As of December 31, 2021, 1,397 franchises
were sold, 481 of these are open and 51 are in
development.

4
QB\66116920.8
We disclose the following companies that now offer, or have offered, franchises in the United States, unless otherwise
indicated, as our affiliates.

PFG Ventures is an Ohio limited partnership doing business under the name “ProForma” or “PFG Ventures” (“PFG
Ventures”). PFG Ventures is a partnership that sells franchises for a brand named ProForma® which specializes in the
sale and distribution of printed business products, including business forms, commercial printing, advertising supplies,
and related business supplies. We and our affiliates recommend, but do not require, that Subway® franchisees purchase
supplies from PFG Ventures’ franchisees. PFG Ventures’ address is 8800 East Pleasant Valley Road, Independence,
Ohio 44131. As of December 31, 2021, PFG Ventures sold 1,857 franchises, and of the total franchises sold by ProForma
and PFG Ventures, 567 are open, and 0 are in development.

Although we do not consider PFG Ventures to be an affiliate, we disclose it because our Founders, Dr. Peter Buck and
the late Fred DeLuca, directly or indirectly invested in them (including successors in interest). However, neither of the
Founders have been officers or directors of PFG Ventures, and we do not represent that they, or we, do or did, control
it.

The Franchisor’s Business. We offer and sell franchises for Subway® restaurants for locations in the United States and
its territories. Though our current policy is to establish all restaurants as franchises, sometimes we may own or operate
restaurants previously owned by franchisees until we find a new franchisee. You must purchase through us or lease from
us substantially all major items of equipment for your restaurant. We have limited real estate holdings, which include
the location of one Subway® restaurant that we lease to a franchisee.

We are not engaged in any other business.

The Subway® Restaurant Franchise. Under the Franchise Agreement (the “Franchise Agreement”), which is Exhibit
A, we offer qualified purchasers the right to establish and operate, from a single location, a retail establishment preparing
and selling foot-long, six-inch, flat bread, and specialty sandwiches, salads, wraps, and other food items. All foot-long
sandwiches are required to measure at least 12 inches in length. All six-inch sandwiches are required to measure at least
6 inches in length. The sandwich categories include cold cuts, seafood, steak, pulled pork, chicken and meatballs. Guests
may choose from a variety of breads, cheeses, vegetables, seasonings, and condiments to make their custom-made
sandwich. The breakfast menu is required for all restaurants in the United States and its territories and features egg
sandwiches, bacon, sausage, muffins, juice, coffee and other breakfast items. The Franchise Agreement gives you the
right to operate the restaurant under the name and mark Subway® and other marks we designate. You must operate your
restaurant in accordance with the rules we establish, including those in the Operations Manual (the “Operations
Manual”), which we license from our affiliate and which our affiliate may revise at any time during the term of your
Franchise Agreement under any condition and to any extent which we consider necessary to meet competition, protect
trademarks, service marks, or trade names, or improve the quality of the product or service provided by Subway®
restaurants.

Programs and Non-Traditional Locations. We also sell franchises for non-traditional locations, as set forth in the table
and notes below. In addition, we offer programs to qualifying franchisees. If you meet our requirements and choose to
purchase a franchise for a non-traditional location, or if you qualify and choose to participate in one of our programs,
you may be required to sign a rider or addendum described in the table and notes below, which will amend the standard
form Franchise Agreement. Alternatively, we may require you to sign a concession or subconcession agreement.

The non-traditional locations and programs that we offer are as follows:

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 Program/Type of Addendum/Rider Description
Location
General Non- Franchise Agreement Examples of non-traditional locations include convenience stores,
Traditional Location1 Rider (Exhibit A-1) gasoline service stations, highway rest stops, department stores,
hospitals, parks, universities, schools, sports arenas, convention
centers, airports, theme parks, national parks, bus and railroad
terminals, military bases, business complexes, assisted
living/nursing homes and other similar locations. Typically, non-
traditional locations are full service restaurants and we license them
under our standard form of Franchise Agreement. In some cases,
we may waive all or a portion of the initial franchise fee and a
portion of the advertising fee and otherwise modify the Franchise
Agreement to address different conditions for a non-traditional
location

Community Franchise Agreement We have a program to establish franchises within facilities operated
Development Rider (Exhibit A-1) by organizations or individuals that offer support services within
Program Location1 the community in which they are located (“Community
Development Program”). Examples of these facilities include
places of worship, shelters, half way homes, rehabilitation centers,
community centers, and disaster relief centers. Under the
Community Development Program, you will operate a full-service
restaurant serving freshly prepared product located at one of these
facilities. The restaurant must be operated with the intent of
providing job training to individuals with barriers to employment.

School Lunch Franchise Agreement We have a program to establish franchises in elementary, middle,
Program Location1, 2 Rider (Exhibit A-1) or high schools. We will license school systems directly to a Food
Service Provider, or experienced individual Subway® franchisees.
State law restrictions may prevent a qualified Food Service
Provider from directly operating a particular school lunch location.
Under these circumstances, we may allow the Food Service
Provider to manage the school lunch location operated by a
qualified school lunch franchisee. Under the school lunch program,
you will operate a restaurant located in the school, serving freshly
prepared product. We will charge school lunch franchisees the
same non-negotiable royalty fee and advertising fees that apply to
other franchisees. If you are an individual, and not a school system
or institutional food service provider, you will establish the
restaurant in the school as a satellite and you will sign the Franchise
Agreement Rider.

School Lunch N/A We may give you permission to enter into an arrangement with a
Delivery Program3 school within a 20-minute drive from your restaurant’s location, for
Our approval the purpose of delivering freshly-prepared sandwiches for resale in
required only the school’s cafeteria. You and the school must enter into an annual
contract which we provide to you.

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 Program/Type of Addendum/Rider Description
Location
Military Base NEXCOM, AAFES Franchisees may be permitted to establish a restaurant at a site
Location1, 4 or MCCS Rider controlled by the Army and Air Force Exchange Service
(Exhibit A-6, A-7 or (“AAFES”), the Navy Exchange Service Command (“NEXCOM”)
A-8), if applicable or the Marine Corps Community Services (“MCCS”) which are
non-appropriated fund instrumentalities of the United States
Government. We may enter into an agreement with AAFES,
NEXCOM or MCCS for a specific location and subcontract the
right to establish a restaurant at that location to you. Alternatively,
one or more of our affiliates have entered into a system-wide
agreement with NEXCOM or MCCS which grants our affiliate the
right to subcontract sites to us so that we may subcontract them to
you.

Satellite Location5 Franchise Agreement We also offer to franchise qualified locations as satellite
Rider (Exhibit A-1) restaurants. Some satellites may operate under the mark Subway
EXPRESS™. A satellite location cannot be a full-service restaurant
and is intended to operate only with the support of an existing full
service Subway® restaurant (the “Base Restaurant”) licensed to the
same franchisee, unless we give specific written approval stating
otherwise. Generally, the satellite will not be able to bake bread,
prepare product, or have adequate storage capacity for product. It
may often be in a non-traditional location. Satellite restaurants may
be temporary, seasonal, operate with limited hours. The satellite
location usually has little or no seating and is for carry-out service
or delivery. To keep pace with market trends, we will consider
applications for different types of satellite locations upon written
request. We alone will determine whether your proposed location
and restaurant operations qualify for treatment as a satellite location
according to our policies.

Short-Term Satellite Franchise Agreement We have a program to establish satellite locations that will operate
Location6 Rider (Exhibit A-1) for a term of one year or less, with the option to renew for an
additional 1-year term, if mutually agreed upon by both parties.

Dual Location Test Dual Location Test We may deem a restaurant to be located close in proximity to
Site7 Rider (Exhibit A-10) another Subway® restaurant owned and operated by the same
franchisee a “Dual Location Test Site” so that the franchisee can
determine whether both restaurant locations should be operated
simultaneously. If we grant you a franchise for a Dual Location
Test Site, you may cease operation of the new or existing
restaurant, by means other than transfer or assignment, within one
year after the new restaurant opens. We will then cancel the
Franchise Agreement for the restaurant you cease to operate and
refund the franchise fee for the new restaurant. You will pay all
expenses and liabilities to terminate the lease for the restaurant that
you cease to operate.

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 Program/Type of Addendum/Rider Description
Location
Co-Branded Co-Brand Location We have entered into a co-branding agreement with Auntie Anne’s,
Locations8 Rider (Exhibit A-9) Inc. to permit qualified franchisees to establish AUNTIE ANNE’S®
stores in connection with their Subway® restaurants located in
Walmart® Rider certain Walmart and non-traditional locations, as approved by us.
(Exhibit A-4), if These co-brand opportunities are being offered to eligible
applicable franchisees on a limited basis.

Auntie Anne’s®
Rider (Exhibit A-5),
if applicable

Subway® Catering N/A All restaurants are required to participate in our basic catering
Program9 program. The catering menu features the following core items:
Our approval sandwich platters, Subway to Go!™ lunch box meals, cookie
required only platters, lemonade by the gallon, and toppings platters.You also
have the option to participate in ezOrdering, the white label online
ordering experience powered by ezCater.

Store Option N/A In addition to our core menu offerings, we have other product
Programs (“SOP”), options that fall under the SOP or MOP such as packaging
Marketwide Option Our approval materials, cleaning products and food items including but not
Programs (“MOP”), required only limited to pizza, cheese, mustard, soda, coffee, cookies, and pie. If
and Product we designate a product as a SOP item, we will approve restaurants
Innovation10 to use or sell the product on a restaurant-by-restaurant basis.
Individual franchisees make the decision on SOP items and these
decisions impact only their restaurant. If we designate a product as
a MOP item, we will approve restaurants to use or sell the product
by advertising markets. We designed the MOP program to promote
consistency of items throughout an advertising market. Under the
MOP policies, the Business Developers make decisions together
that impact all restaurants in the entire market.

Note 1:

We may enter into and negotiate Franchise Agreements with large institutional-type franchisees and Food Service
Providers that operate non-traditional locations. Examples of large institutional-type franchisees include convenience
store operators, food service management companies, large institutions (currently defined as entities which provide their
own food services with the number of outlets and net worth we determine appropriate), cooperatives, hospitals, non-
profit corporations, colleges, other schools, foundations, or governmental agencies or entities. A Food Service Provider
is a company that is either privately owned or publicly traded; is not government owned, supported or operated; provides
contract foodservice and/or concession foodservice; meets certain minimum accounts and annual revenue levels on a
consolidated basis as we set from time to time. We will not negotiate with individual franchisees who do not represent
large institutional accounts, chains, cooperatives, hospitals, non-profit corporations, colleges, other schools,
foundations, or governmental agencies or entities.

In view of the different conditions encountered in operating these locations, we have to modify our Franchise Agreement
to afford ourselves and our franchisees the opportunity to compete in this type of market. We may also agree on certain
variations to the Franchise Agreement, to accommodate differences in corporate operations and expansion goals. Some
areas that may change include, but may not be limited to:

1. Timing of reporting sales by the franchisee;

2. Timing and method of payments of royalties and advertising charges;
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3. Location of arbitration hearings;
4. The applicability of noncompetition clauses;
5. Commitment to maintain the form of Franchise Agreement for future purchases;
6. Limitation on overall expenses for advertising;
7. Execution of Franchise Agreement with corporation or other entity;
8. Training for the Director of Food Services and the restaurant Manager (new Managers may be required to take the
training course);
9. Elimination of the need for our affiliate to lease the premises due to your current control of the location;
10. Sale of additional franchises at the reduced franchise fee even if all existing restaurants are not in substantial
compliance (as defined in the Operations Manual), if at least 90% of the existing restaurants are in substantial
compliance;
11. Locking in of the franchise fee for additional franchises for a number of years or restaurants;
12. Permission for the franchisee to use a different POS System designed for their multiple operations;
13. Waiver of certain future amendments to the Franchise Agreement;
14. A fixed term without automatic renewal.

The Franchise Agreement for these locations consists of our standard form of Franchise Agreement and the Franchise
Agreement Rider, which amends the standard form of Franchise Agreement. In some circumstances, we may allow you
to establish a satellite or non-traditional location in an airport terminal, theme park, or national park location and you
will also sign the Franchise Agreement Rider. However, the satellite location will not be approved if the Base Restaurant
is not located in the same airport terminal, theme park, or national park. Due to the limited value of traditional advertising
for these locations, their advertising contribution is lower than the standard contribution for advertising.

An airport terminal is defined as a building at an airport where passengers transfer between ground transportation and
the facilities that allow them to board and disembark from airplanes. In certain instances where the franchise is to be
located in an airport concession operated by a qualified Airport Concession Disadvantaged Business Entity (“ACDBE”),
we may allow the franchisee to assign the Franchise Agreement to the qualified ACDBE. In the event that the franchise
is no longer located within the airport concession the ACDBE would be required to assign the franchise agreement back
to the franchisee.

A theme park location is defined as an amusement or similar park which meets the following requirements: 1) offers a
collection of rides and/or other entertainment attractions; 2) is more elaborate than a simple city park or playground, as
it is meant to cater to entertaining large groups of people including, adults, teenagers, and small children and generally
uses architecture, signage, and landscaping to help convey the feeling that people are in a different place or time; 3) is
a permanent and not a temporary facility; 4) charges a fee for admission; and 5) has at least 400,000 visitors per year.

A national park location is defined as an area of land declared or owned by a government, set aside for human
recreation and enjoyment, animal and environmental protection, and restricted from development.

Note 2:

We may also negotiate with governmental and institutional franchisees purchasing a franchise for a school lunch
location, but not with individual franchisees. We may negotiate areas, such as the choice of governing law, insurance,
and indemnification provisions, to address the needs of school boards, school districts, and municipalities.

Note 3:

To qualify for the School Lunch Delivery Program you must have owned and operated a Subway® restaurant for at least
6 months and your restaurant must be in substantial compliance (as defined in the Operations Manual). Additionally,
you must have established a pre-authorized account and all of your accounts with us must be current. If you are a school
lunch delivery franchisee, you may have to modify the food items you offer for sale and buy food products approved
for the School Lunch Program in order to satisfy nutritional requirements. This program is not related to the School
Lunch Program discussed earlier in this Item.

Note 4:

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If you choose to locate your restaurant at an AAFES, NEXCOM or MCCS location, you may be required to receive an
AAFES, NEXCOM or MCCS Addendum to this Disclosure Document (as applicable) and you may be required to
execute an AAFES, NEXCOM or MCCS Rider to the Franchise Agreement (as applicable) which amends the standard
form of Franchise Agreement. Contact the FWH Development Team for more information about these locations,
including when an addendum or rider may be applicable.

If your restaurant will be located on a military base, and the franchisee will be a government entity, then solely for the
purpose of accommodating state sovereignty, we may negotiate the following requirements of the franchise agreement:
waiver of the franchise fee for additional sites on the same military base, arbitration, the venue of the site for settlement
of disputes, waiver of trial by jury, and the limitation on liability. Generally, these requirements will not be negotiated
with an individual or with a non-government entity establishing a restaurant at a military base.

Note 5:

You may establish a satellite restaurant only if you already operate a Base Restaurant near the proposed satellite location.
Your proposed Base Restaurant and all other restaurants that you own must be in substantial compliance (as defined in
the Operations Manual) and there must be no material defaults under any of your Franchise Agreements. You must also
otherwise qualify under our rules. We grant the franchise for a satellite restaurant separately and under a different
agreement from the franchise for the Base Restaurant that will support the satellite location. If we approve the location,
we will enter into a new and separate Franchise Agreement with you licensing the satellite location only. The Franchise
Agreement for a satellite location consists of our standard form of Franchise Agreement and the Franchise Agreement
Rider. The Franchise Agreement Rider amends and supplements the standard form of Franchise Agreement. In some
circumstances, we may allow you to establish a satellite location in a non-traditional location, and you must also sign
the Franchise Agreement Rider.

Note 6:

The Franchise Agreement for a short-term satellite location consists of our standard form of Franchise Agreement and
the Franchise Agreement Rider, which amends the standard form of Franchise Agreement.

Note 7:

Non-traditional locations are not eligible to be “Dual Location Test Sites” at this time. The Franchise Agreement for a
short-term satellite location consists of our standard form of Franchise Agreement and the Franchise Agreement Rider,
which amends the standard form of Franchise Agreement.

Note 8:

We may negotiate agreements with other third parties and will give you the information on any additional co-branding
opportunities. You must review your lease to determine if there are any restrictions that would prevent you from
operating your Subway® restaurant in connection with a third party franchisor’s concept. You must make your own
inquiries about the third party franchisor and franchise. You will receive a separate Disclosure Document from the third
party franchisor and if your co-brand location is approved, you will enter into a franchise agreement with the third party
franchisor, which may have different terms than your Franchise Agreement with us. You will operate the other concept
as a direct franchisee of the third party franchisor. You will pay to the third party franchisor a franchise fee, royalty,
advertising fee, and other charges due under the terms of your franchise agreement with the third party franchisor. You
may pay these fees to us as collection agent if provided in the third party franchisor’s franchise agreement.

You will sign the Co-Brand Location Rider to address the different conditions inherent in operating a co-brand location.
If you are interested in a co-brand location, please review Exhibit A-7 carefully so you will be familiar with how the
Co-Brand Location Rider will affect your Franchise Agreement with us. You grant us a release under the Co-Brand
Location Rider with respect to a co-brand location. Each franchisor will be separately responsible to you under its own
franchise system. The third party franchisor may pay us all or a portion of certain fees for services we may provide. You
may also pay us directly under the Co-Brand Location Rider a continuing fee between 0% to 8% of your sales from the

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other franchised concept. We will determine the continuing fee, if any, after we finalize the master agreement with the
third party franchisor.

Note 9:

To participate in the ezOrdering, you must opt-in for catering on the Restaurant Management Portal.

Opt-In
1. Login to the Restaurant Management Portal
2. In Restaurant Management Portal, go to Restaurants > Digital Settings > Order Settings > Program Participation
3. Enable Catering Program Participation in Restaurant Management Portal
4. Within 48 hours you will receive an email from ezCater with additional steps to complete the process including
submitting your ACH information and signing the Franchisee Agreement
5. After the required information is submitted to & processed by ezCater, your restaurant will appear on the
ezOrdering website within 10 business days

Opt-Out
1. Login to the Restaurant Management Portal
2. In Restaurant Management Portal go to Restaurants > Order Settings > Program Participation
3. Disable Catering Program Participation in Restaurant Management Portal
4. Within 24hours your location will be removed from ezOrdering

If you participate, you will be charged a fee equal to 5% ezOrdering commission for each catering order and
approximately 2.75% for credit card processing. These fees may change and other fees may be charged in connection
with the catering program in the future.

Note 10:

Voting procedures may be required depending on the expense impact of the MOP decision. If your market or franchisees
throughout the country do not elect to offer the MOP item, then you may not offer it unless you were offering the item
before the cutoff date or we grant you a waiver. You must review your lease to determine if there are any restrictions
that would prevent you from preparing or selling any SOP or MOP items at your location. You will have additional
investment costs. In the future, we may implement a Region Option Program and you will be responsible for any
associated costs, but as of the date of this Disclosure Document, details on any such program are still forthcoming.

You may be permitted to offer other products, not designated as SOP or MOP, with our prior written approval, provided
you are in compliance with your Franchise Agreement and meet certain other qualifications. Some of these offerings
may be test programs. Examples of other products may include, but are not limited to: smoothies, ice cream,
bakery/coffee (such as donuts, muffins, cookies, cinnamon rolls and coffee), and snacks (such as pretzels, nachos, ice
cream novelties and hot dogs). Any additional products must meet our standards and specifications. The length of time
you may be approved to offer an additional product will vary. You will pay royalty and advertising charges on the sale
of any additional items from your restaurant. You cannot sell a product that we approve for another franchisee without
our written permission and you cannot expect us to grant you the right to offer any additional products, even if you meet
our requirements. We reserve the right to offer our own branded products in the future under a separate license that may
require you to pay an additional license fee, or to offer them as separate franchises that do not have to be operated in
connection with a Subway® restaurant.

As these other products are new, and we may have limited or no experience with them, you assume the risk of the failure
of any of these products. You are responsible for all costs associated with offering any of these other products, which
may include, but not be limited to, costs for additional equipment and inventory, signage, and counter space. You will
have to review your lease to make sure you can prepare and sell the additional products. You will also have to review
local regulations to make sure they allow the expanded menu and do not require additional permits or impose other
requirements.

***********

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If you are interested in a non-traditional, satellite, community development, school lunch, military base or co-branded
locations, or a dual location test site, or if you are interested in the School Lunch Delivery Program, Subway® Catering
Program, SOP, MOP or Product Innovation programs, you should read the rider for these locations and programs (as
applicable) and this disclosure document carefully. These riders amend the standard form franchise agreement in several
very important respects. We set out the disclosure differences regarding the licensing of these locations and programs
in the relevant Items. Except where we point out these differences, references throughout this Disclosure Document to
a restaurant and a Franchise Agreement also apply to a non-traditional location, a satellite location, a community
development location, a school lunch location, and the Franchise Agreement for these locations.

***********
In addition to business laws and regulations, your restaurant is subject to federal, state, and local regulations and
guidelines governing the food service industry, including those established by the Food and Drug Administration, the
United States Department of Agriculture, the National Restaurant Association, and other food industry organizations.
You must be familiar with these regulations, as well as federal, state, and local laws regarding health and consumer
protection, food preparation, baking, handling, storage, “Truth in Menu” concerning menu item names and product
labeling, nutritional claims, compliance with the federal Americans With Disabilities Act, privacy laws, and compliance
with the federal Fair Labor Standards Act and other local labor regulations. You will also be subject to the rules
established by the Federal Trade Commission, along with regulations enacted by certain states. Local zoning rules may
limit where you can locate a restaurant and may affect design features, including the building facade and signs. You
should be aware that federal, state, and local environmental laws may affect the disposal of waste materials and
packaging, and may require that you have a permit as a water provider. Local law may require your participation in a
waste recycling or diversion program, for which you may have to register and make ongoing fee payments.

On a case-by-case basis we may grant a waiver to serve alcoholic beverages in your restaurant. If a waiver is granted to
allow your restaurant to serve alcoholic beverages you will be responsible for obtaining all necessary licenses and
permits, and you will have to know the laws and regulations governing the sale of these items including but not limited
to: minimum age restrictions for purchasers and employees who sell, special training requirements, and regulations on
the hours of sale for these products. You may be required to obtain additional insurance coverage, which may increase
your premium payments, if you are permitted to serve alcohol in your restaurant.

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-
19”) a pandemic. Local rules and regulations enacted in response to the COVID-19 pandemic may affect restaurant
operations by, for example, limiting some restaurants to take out or delivery services only while the temporary measures
are in effect. They may also place limits on permitted hours of operations and require you to put in place additional
safety measures for your employees and guests, among other changes. You must comply with all applicable laws, rules
and orders of any government authority concerning the outbreak and your response. We have adjusted, and will continue
to adjust, certain aspects of our system standards and operations in response to the pandemic.

We have a privacy notice for franchisees, attached as Exhibit M, which outlines the purpose for collection and use of
personal information that we collect from individuals in accordance with various laws in the United States concerning
privacy. The privacy notice may be amended from time to time and is available to you on our website
www.Subway.com.

People primarily between the ages of 16 to 50 purchase the menu items sold in Subway® restaurants. You may not sell
any items to another vendor for resale without our prior written consent. You will have to compete with other
restaurants, and food outlets, including franchisees of non-affiliated and affiliated franchise chains and other Subway®
restaurants.

Item 2
BUSINESS EXPERIENCE

The following individuals are our officers and/or directors, and/or officers and/or directors of one or more of our
affiliates required to be disclosed in this Item. Some of the individuals listed below were our employees prior to the
formation of FWH. On January 1, 2010, FWH began providing services to us and our affiliates, and all of our employees

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became employees of FWH. Some of the individuals below may also be directors or officers, or both, of other
franchising companies offering Subway® franchises affiliated with us, or affiliated service or real estate leasing
companies, or may provide services or advice to these affiliates listed in Item 1. If not specified, each position listed
below is based in Milford, Connecticut.

President and Chief Executive Officer of SWI; President of FWH: John Chidsey
Mr. Chidsey has served as President and Chief Executive Officer of SWI and President of FWH since November 2019.
Prior to that, Mr. Chidsey served as Chief Executive Officer of Burger King Holdings, Ltd from April 2006 until April
2011. Since 2011, Mr. Chidsey has been investing in several public and private companies, and currently serves on the
board of directors of several organizations.

President of North America for FWH: Trevor Haynes

Mr. Haynes has served a Trustee of SFAFT since April 2020, as President of North America for FWH since November
2019, Vice President of FWH since November 2019, President of FWHT since December 2018, President of DAL and
SIP since May 2018. Previously, Mr. Haynes served in the following positions for an interim period: President of SWI
from October 2018 to November 2019 and Chief Executive Officer and President of FWH from May 2018 to November
2019. He also served as Chief Business Development Officer for FWH from October 2017 to November 2019. Prior to
that, he was Vice President of Operations for FWH from October 2015 to October 2017, and Director of Global
Restaurant Operations from January 2014 to October 2015. Prior to joining FWH, he was employed by our affiliate,
Subway Realty Limited, as a Country Director for the United Kingdom from July 2009 to December 2013 and by our
affiliate, SSA, as a Territory Manager in Australia from June 2006 to July 2009.

Treasurer of SWI; Vice President and Treasurer of SIP, DAL, Subway MyWay, FWHT and FWH; Trustee of SFAFT;
Chief Financial Officer for FWH: Ben Wells
Mr. Wells has served as Trustee of SFAFT since April 2020, as well as Treasurer of SWI and Vice President and
Treasurer of SIP, DAL, FWHT and FWH and President and Treasurer of Subway MyWay since January 2020. He has
served as Chief Financial Officer for FWH since December 2019. Prior to joining FWH, Mr. Wells served as Chief
Financial Officer for Burger King Corporation from May 2005 to March 2011. Between 2009 and 2015, he served on
the Board of Trustees for William Woods University as head of the Resource (Finance and Audit) Committee and also
on the Board of Trustees for Canisius College as a member of the finance committee and as head of the audit committee,
including a term as Vice Chairman. He also performed consulting services from July 2016 to February 2019.

Trustee of SFAFT; Chief Operating and Insights Officer for FWH: Michael Kappitt
Mr. Kappitt has served as Trustee of SFAFT since April 2020 and Chief Operating and Insights Officer since March
2020. Previously he was employed by Bloomin’ Brands as President of Carrabba’s Italian Grill from March 2011 to
February 2020. Prior to that, he served as Chief Marketing Officer of Burger King from September 2002 to January
2011.

Vice President and Secretary for DAL; Senior Vice President of Business Transformation for FWH: John Scott
Mr. Scott has served as Vice President and Secretary for DAL since April 2020, and as the Senior Vice President of
Business Transformation for FWH and Vice President of FWH since March 2020 and Vice President and Secretary of
Subway MyWay since April 2020. Previously, he was employed as the Chief Transformation Officer for FWH from
July 2019 to March 2020 and the Vice President of Sustainability and Quality for FWH from September 2017 to July
2019. Prior to that, he was self-employed by Carmichael Supply Chain Consulting from September 2016 to September
2017 and worked as Chief Supply Officer for The Chef’s Warehouse from May 2013 to September 2017. He also
previously worked for PepsiCo as Senior Director, Global Procurement from April 2005 to May 2013.

Chief Legal Officer for FWH; Secretary of SWI; Vice President and Secretary of SIP and FWHT: Ilene Kobert
Ms. Kobert has served as Secretary of SWI, Vice President and Secretary of SIP and FWHT since April 2020, and as
Chief Legal Officer since February 2020. Previously, she was a shareholder at Greenberg Traurig, LLP from September
2011 through January 2020, and a Director and Senior Attorney at Burger King from September 2009 through
September 2011.

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Chief Information Security Officer for FWH: Will Thornhill
Mr. Thornhill has been Chief Information Security Officer for FWH since January 2019. Previously, he was employed
by H.R. Berkley as Head of Global Information Security Operations from July 2017 to August 2018, by Bank of America
as Chief of Staff for Information Security Operations from May 2014 to June 2017, and by the Teachers Insurance and
Annuity Association of America- College Retirement Equities Fund, as Head of Global Information Security Operations
from January 2012 to May 2014.

Chief Information Officer for FWH: Donagh Herlihy

Mr. Herlihy has served as our Chief Information Officer since May 2021. Previously, he was employed as the Executive
Vice President – Digital and Chief Information Officer of Bloomin’ Brands, Inc. in Tampa, FL from September 2014
to January 2020.

Global Chief Marketing Officer for FWH: Carrie Walsh

Mrs. Walsh has served as Global Chief Marketing Officer since January 2022. She served as Chief Marketing Officer
of North America from October 2019 until January 2022. Previously, she was employed as Senior Vice President of
Michaels Stores, Inc. from 2016 to September 2019 and as Senior Vice President of Marketing for the Susan G. Komen
for the Cure® Advocacy Alliance from 2015 to 2016. Between 2012 and 2015, she was employed by YUM! Brands,
Inc. as Vice President of National Marketing for Pizza Hut, US and then as Chief Marketing Officer for Pizza Hut, US.

Director of Leasing for FWH: Andrew J. Cool

Mr. Cool has served as Director of Leasing for FWH since April 2021 and Director of Subway Realty Pty. Ltd. (“SRPL”)
since January 2022. He also currently serves in director or officer roles with several of our affiliates that own real estate.
Mr. Cool was previously employed by International Coffee & Tea, LLC (dba The Coffee Bean & Tea Leaf®) as Director
of Asset Management from April 2014 to April 2021.

Senior Vice President of Subway Market Operations: Weldon Spangler

Mr. Spangler has served as the Senior Vice President of Subway Market Operations since June 2020. Previously he was
employed by Lift Brands as Chief Executive Officer from September 2019 to June 2020. Prior to that, he was employed
by Papa Murphy’s Intl. as President and Chief Executive Officer from July 2017 to July 2019. Prior to that, he was
employed by Dunkin’ Brands as Senior Vice President of Baskin Robbins from October 2015 to June 2017.

Senior Vice President of Development for FWH: Steve Rafferty

Mr. Rafferty has served as Senior Vice President of Development since February 2021. Previously, he was employed by
Dunkin Brands Inc. as Senior Director of Franchising Development from July 2012 to February 2021. Prior to that, he
was employed by Burger King Corporation as Vice President of Franchising and Business Development from April 2003
to Feburary 2011.

Senior Vice President of Operations for FWH: Stephen England

Mr. England has served as Senior Vice President of Operations for FWH since August 2020. Previously, he was
employed by B. Good LLC as Chief Operating Officer from July 2017 to August 2020. Prior to that he was employed by
Dunkin Brands Inc. as Vice President of Operations from September 2011 to July 2017.

Senior Manager, Development Administration of FWH: Christine Leblond

Ms. Leblond has served as Senior Manager, Development Administration since August, 2020. Previously, she was
employed by Johnny Rockets Group, Inc. in Wilbraham, Massachusetts as Manager, Legal Services from March, 2018
to August, 2020. Prior to that she was employed by Restaurant Brands International in Miami, Florida as Senior
Manager, Franchise Contract Manager from August, 2014 to July, 2017.

Director of Leads and Franchise Sales for FWH: Ursula Lane

Ms. Lane has served as the Director of Leads and Franchise Sales since April 2021. Previously, she was employed by
Checkers Drive-In Restaurants, Inc. in Tampa, Florida, from January 2014 until April 2021 where she served as the
Director of Franchise Recruitment from 2019 to 2021 and prior to that as the Senior Manager of Franchise Recruitment.

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Franchise Sales Representative of FWH: Joe Richardson, Jr.
Mr. Richardson has been Franchise Sales Representative of FWH since June 2016. From July 2015 to June 2016 he
was employed as a General Manager for Smashburger and from January 2009 through July 2015 he was employed as a
Manager for Schnipper’s Quality Kitchen.

Senior Director of Non-Traditional for FWH: Chris Kennedy

Mr. Kennedy has served as Senior Director of Non-Traditional since November 2019. Prior to that, he served as Vice
President of Operations for Next Level Burger from May 2018 to October 2019, as Vice President of Operations for
Ninety Rock Management from October 2016 to May 2018, and as Director of Franchise Performance for Restaurant
Brands International from August 2011 to September 2016.

Director of New Business Development of FWH: Allison Morrow

Ms. Morrow has served as Director of New Business Development since February 2020. She was previously the
Assistant Director of New Business Development from May 2011 to February 2020.

Director of Global Accounts of FWH: Renee Borders

Ms. Borders has served as the Director of Global Accounts since November 2021. Prior to that, she served as Strategic
Account Manager for T-Mobile in Bellevue, WA, from April 2019 to October 2021. From July 2013 to April 2019, she
was the Channel Strategy Manager for Sprint in Overland Park, KS.

Global Account Manager of FWH: Dan Vermilya

Mr. Vermilya joined Doctor’s Associates in August 1986. Mr. Vermilya became a Global Account Manager in March
2005.

Global Account Manager of FWH: Dominic Contessa

Mr. Contessa has been a Global Account Manager since February 2017. He was employed by FWH as a Non-Traditional
Assistant from August 2016 to January 2017 and as a Buyer for Franchisee Shipping Center Co., LLC (our former
affiliate, now dissolved) from June 2011 to August 2016.

Global Account Manager of FWH: David Strawhince

Mr. Strawhince has been a Global Account Manager since April 2021. Prior to that, he was the Senior Manager of Store
Operations for Staples, Inc. from July 2017 to July 2020, and the Manager, Store Operations for Staples, Inc. from
February 2016 to July 2017, both in Framingham, MA.

Global Account Manager of FWH: John Edmonds

Mr. Edmonds has been a Global Account Manager since October 2019. Prior to that, he was the National Operations
Integration Manager for Chef’s Warehouse in Ridgefield, CT from September 2016 to September 2019.

***********

FRANCHISE BROKERS/BUSINESS DEVELOPERS

Business Developers are franchise brokers. We have engaged Business Developers whose duties include franchise sales,
site location assistance, training, and operational assistance to franchisees. Business Developers also make
recommendations as to whether prospective franchisees in their territories should be granted franchises and we take
their recommendations into consideration. We generally recruit Business Developers from existing franchisees. We pay
Business Developers a portion of amounts we collect from franchisees as payment for their services, including
approximately one-half of the initial franchise fee, and up to one-third of royalties, transfer fees and extension fees. We
also pay them approximately one-third of any fees we receive from a third-party franchisor and any co-brand continuing
fees, if they provide services for the other concept. We may also pay them bonuses and penalize them depending upon
whether they are ahead or behind their development schedules for establishing restaurants in their areas. We prohibit
Business Developers from making any representations of sales or profits to you. Additionally, we require Business
Developers to abide by all federal and state laws in the performance of their duties. Business Developers are independent
contractors and not employees of ours or our affiliates. Business Developers may be independently elected to the board
of independent franchisee organizations such as the Independent Purchasing Cooperative - North America (“IPC”). We

15
QB\66116920.8
and our affiliates disclaim responsibility for any acts or statements made by Business Developers contrary or in addition
to the disclosures made in this Disclosure Document, or in the Franchise Agreement, the Operations Manual, or related
contracts.

Exhibit R contains the name, contact information, contract number(s), and a description of the servicing territory for
each Business Developer for DAL in the United States and its territories, as of the effective date of this Disclosure
Document.

Item 3
LITIGATION

Other than these 90 actions and the 13 franchisor-initiated actions disclosed in Exhibit L, no other litigation is
required to be disclosed in this Item. We estimate that the franchisees we or our affiliates filed actions against in
connection with the franchise relationship constitute about 0.9% of the franchisees operating Subway® restaurants
globally.

Item 4
BANKRUPTCY

No bankruptcy is required to be disclosed in this Item.

Item 5
INITIAL FEES

All franchise fees are payable in full when you sign the Franchise Agreement. All fees are fully earned when
received and are not refundable, except as described below.

Initial Franchise Fees

The following table and notes describe the initial franchise fees:
Type of Fee Amount Description
Standard $15,000 This is the standard franchise fee for a Subway® restaurant franchise for all first-
Franchise Fee1 time franchisees except: (i) qualified United States Armed Forces Veterans (“US
Veterans”) as stated below, or (ii) a qualified Subway® restaurant franchisee of
our affiliates, or (iii) those purchasing under our School Lunch or Community
Development Programs, or (iv) those purchasing for a qualified Non-Traditional
location.

Reduced Fee $7,500 We offer the reduced franchise fee of $7,500 for the purchase of additional
for Additional restaurants to qualified existing franchise owners operating restaurants in
Franchises2, 3, 4 substantial compliance (as defined in the Operations Manual) and with no
material defaults under any of their Franchise Agreements with us.

Reduced Fee $7,500 We offer the $7,500 reduced franchise fee to qualified Subway® franchisees of
for Affiliate our affiliates that offer Subway® franchises. To qualify, we must approve you
Company and you must be in substantial compliance (as defined in the Operations Manual)
Subway® with no material defaults under any of your Franchise Agreements with our
Franchise affiliates that offer Subway® franchises.
Owners And
Business
Developers2, 4

16
QB\66116920.8
 Type of Fee Amount Description
Reduced Fee $7,500 We offer the reduced franchise fee to qualified honorably discharged U.S.
for U.S. Veterans purchasing their first franchise.
Armed
Forces2, 4

Reduced Fee $7,500 You will pay the reduced franchise fee if you are purchasing a franchise for a non-
for Qualified traditional location and: 1) you are an approved convenience store operator, a food
Non- service management company, or other company that provides its own food
Traditional services and you meet certain qualifications regarding number of outlets and net
Locations2, 4, 5 worth as we may require from time to time; 2) you are a cooperative, foundation,
a qualified non-profit charity, hospital, university, college, other school, or an
Indian nation, or governmental agency or entity; or 3) you are purchasing your
franchise for a non-traditional location we approved to be located in a portion of
an existing facility you own, lease or otherwise control under a management
agreement and you are a franchisee in good standing of a nationally branded
gasoline or convenience store retailer.

Add-on Fee $3,750 If you qualify for the reduced fee and you want to add an individual owner who
is not already a Subway® franchisee, you must also pay the add-on fee in
addition to the reduced fee. We may change or eliminate this add-on fee in the
future. We will waive the add-on fee if you are adding your parent, child, or
spouse as an owner.

Satellite $5,000 This is the initial franchise fee for a satellite restaurant; however, this fee will be
Franchise Fee6, waived if your satellite will be located in the same facility as your Base Restaurant.
8

Short-Term $1,000 This is the initial franchise fee if the satellite will be in operation for a term of 1
Satellite year or less (“short-term”).
Franchise Fee7,
8

Note 1:

We may offer financing for franchisees purchasing a franchise for a restaurant to be located in a low-density market.
We may stop or modify any loan programs we offer at any time.

Note 2:

If you do not qualify for the reduced fee, you must pay the full fee of $15,000. If you qualify for the reduced franchise
fee when you sign the Franchise Agreement, but any of your existing restaurants are out of substantial compliance (based
upon your most recent restaurant evaluation) when your restaurant opens, you must pay us the $7,500 balance of the
full franchise fee.

You may not sell, transfer, or assign a franchise you purchase at a reduced fee unless you sell it in conjunction with an
open and operating restaurant associated with that franchise. We may change the amount of the initial franchise fee,
including eliminating or reducing the discount.

Note 3:

Certain large institutional-type franchisees who may buy over 50 franchises negotiated the right to buy additional
franchises at the former rate of $2,500, but there are certain time limits and quantity limits for them to buy at this lower
rate. They must also meet the reduced fee requirements.

17
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Note 4:

If any of these representations are not true when your restaurant opens (based upon the most recent restaurant
evaluation), you agree to pay the full initial franchise fee. If we do not approve your location within 90 days after you
sign the Franchise Agreement, we may cancel your Franchise Agreement and refund your initial franchise fee.

Note 5:

If you own an oil company that has at least 50 locations and you convert an existing sandwich shop business you created,
own and operate at your facility into a Subway® restaurant, we will waive the initial franchise fee.

To qualify to purchase additional franchises for non-traditional locations at the reduced franchise fee, at least 90% of
the Subway® restaurants you operate must be in substantial compliance (as defined in the Operations Manual), and you
must follow all operating policies and procedures for the other chain at the location where you will establish your
restaurant. There must also be no material defaults under any of your Franchise Agreements with us.

Note 6:

We may refund the satellite franchise fee if we terminate the Franchise Agreement after 90 days because we or our
designated affiliate does not obtain a lease or license for the premises which contains basic economic terms (for example
rent, square footage, and length of term), previously consented to by you, and offer you a Sublease or Sublicense.
However, this refund will not be issued if: 1) you fail to sign a Sublease or Sublicense that was previously consented to
which contains basic economic terms; 2) if it is your fault we disapprove the location or we cannot obtain the lease or
license; or 3) you attend training and receive a copy of the Operations Manual in electronic form. The term of the
Satellite Franchise Agreement will be from the date of the Franchise Agreement until the expiration or termination of
the Base Restaurant Franchise Agreement, with the right for additional 20-year renewals in line with the Base Restaurant
Franchise Agreement term. There is no renewal fee.

Note 7:

The term of the Franchise Agreement for a short-term satellite location is 1 year or less from the date of the Franchise
Agreement Rider or until the termination or expiration of the Base Restaurant Franchise Agreement, whichever occurs
sooner. If your Base Restaurant Franchise Agreement has not expired, you may renew the short-term satellite location
for an additional 1 year term for a renewal fee of $1,000.

Note 8:

If, with our approval, you choose to convert your satellite to a full restaurant and terminate your Franchise Agreement
for the satellite, we may credit the initial franchise fee you paid. We will not allow credit for expired or terminated
Franchise Agreements for the satellite. To qualify for the credit, you must be in substantial compliance (as defined in
the Operations Manual) and you must comply with any necessary upgrades or additional requirements to establish a full
restaurant at the satellite location.

***********

We may offer incentives of up to $1,000 per referral to existing franchisees if they refer a first-time franchisee who
purchases a franchise through a new sale or transfer. If the purchase is via a transfer, the referring franchisee may not
be an owner of the restaurant to be transferred. In order to receive the referral bonus, the referring franchisee must be
named by the new franchisee as his or her referral source when he or she purchases the franchise. We may also offer to
credit franchisees for their qualifying airfare or mileage up to $1,500 if they visit our offices in Milford, Connecticut,
and then purchase a franchise during their visit, subject to compliance with disclosure requirements and other policies.
We may change the amount of these incentives, including eliminating or reducing the credit for the cost of the airfare
or mileage. This incentive is not valid for travel related to attending training.

18
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Any of the fee arrangements and incentive programs described in this Item 5 may be modified or discontinued from
time to time in our sole discretion.

We do not charge an initial franchise fee for our School Lunch Program or the Community Development Program. We
do not charge an initial franchise fee if you purchase an existing Restaurant as a transfer, but you or the transferor must
pay the transfer fee.

Under the School Lunch Program, we will franchise (1) a school system directly, (2) an institutional food service
provider, or (3) an existing individual Subway® franchisee, to operate a Subway® restaurant located in a school.

You must open your school location within 6 months after you sign your school lunch Franchise Agreement. If you are
not the school board, school district, or municipality controlling the school location, within 6 months after you sign your
Franchise Agreement you must sign a contract, license, or lease, giving you the right to operate the restaurant, or your
Franchise Agreement will automatically terminate. You must identify a location for the school lunch restaurant and
your proposed operation plan before you sign the Franchise Agreement. The term of the Franchise Agreement for a
school lunch location is a period of 5 years, with the right for additional 5-year renewals, with no renewal fee. If you
are an individual franchisee, you must establish the restaurant in the school as a satellite location.

Under the Community Development Program, franchisees may establish franchises within facilities operated by
organizations or individuals that offer support services within the community in which they are located. Examples of
these facilities include places of worship, shelters, half way homes, rehabilitation centers, community centers, and
disaster relief centers. Your restaurant must be operated with the intent of providing job training to individuals with
barriers to employment. You must identify a location for your restaurant and your proposed operation plan before you
sign the Franchise Agreement.

Refund Policy. We do not refund any of the initial franchise fees except as stated above or under the following
circumstances: 1) you purchase a franchise for a location where we will allow you to enter into a lease or license directly
with the landlord and we do not grant final approval of the location within 90 days after you sign the Franchise
Agreement; or 2) you purchase a franchise for a dual location test site and you do not obtain a Sublease or Sublicense
in accordance with our requirements; or 3) you purchase an existing restaurant and apply the franchise fee of your
current, unused franchise toward the transfer fee (if you apply the franchise fee of your unused franchise to pay a transfer
fee, you will sign a release terminating the unused franchise), we may dismiss you from the training program, cancel
your franchise agreement and refund one-half of your franchise fee.

***********
Other Initial Fees

The following table and notes describe various other initial fees:

Type of Fee Amount Description

Extension Fee1 $1,000 If you sign the standard Franchise Agreement, you will have 12 months to open
your restaurant or Franchise Agreement will expire. You may request in writing
and we may grant you in writing an extension to open your restaurant. You will
pay to us the extension fee and will sign our then-current form of Franchise
Agreement.

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 Type of Fee Amount Description
Location Fees, $2,050 - If you enter into a Sublease for the premises you will pay our affiliate $50 as a
Deposits and $14,500 nonrefundable fee for administrative costs to record the master lease. In addition,
Rent2 you will be responsible for all other costs we incur to record the master lease,
including but not limited to, recording fees, recording taxes, conveyance fees and
conveyance taxes. We estimate that these costs may range from $50 to $2,500,
depending upon your state and local laws. These fees are nonrefundable.

You must pay a deposit of 2 months' rent when you sign the Intent to Sublease,
representing one month's rent and one month's security deposit. We estimate that
the security deposit will cost approximately $2,000 to $12,000. If you are required
to sign a Sublicense for the location, you may be required to pay an advancement
fee when you sign the Intent to Sublicense. If the landlord does not require the
security deposit, we or our designee will return the money to you.

Equipment $90,000 – You will purchase all furniture, equipment and décor through the approved IPC-
Purchase and $180,000 managed ordering systems, you must pay the cost of the furniture, equipment and
Applicable décor charged by the manufacturer or distributor before the allowance of any
Charges3 trade discounts, plus the cost of all taxes, duties, freight charges and other
applicable amounts.

Menu Board $8,725 – You must purchase your initial supply of menu board translites from us or
Translites, $14,725 SFAFT, unless we designate otherwise. The estimated cost for menu board
Promotional translites is $125. You must also buy decals and replacement menu board
and translites from us or SFAFT, and certain operational items from the supplier we
Operational designate. The estimated cost is less than $600 and is nonrefundable. Once
Items available, you may have the option to purchase digital menu boards typically
consisting of four television screens, media players, HDMI cables, and menu
content management services from us, an affiliate or a designated supplier. The
estimated cost to purchase and install the digital menu boards are $8,000 to
$14,000. Ongoing licensing fees and support fees may apply. In the future, we
may require you to purchase digital menu boards.

Training $100 If you register for and fail to attend the training program, or if you cancel a
Cancellation registration for the training program with less than 10 business days' notice, you
Fee must pay the nonrefundable cancellation fee.

Purchase Price Varies If you are purchasing a company or affiliate-owned restaurant, you must sign a
of a Company Franchise Agreement and pay the initial franchise fee that applies to you. You
or Affiliate- must pay the purchase price in cash or by certified check. Financing is available
Owned for some of the purchase price.
Restaurant4
POS System $57/mo. You are required to use a computer-based point-of-sale system (the “POS
Hardware System”) which must be obtained from an approved POS hardware vendor.
Costs5 Currently, our approved hardware vendor is Hewlett Packard (“HP”). We may
change hardware vendors, or approve one or more additional hardware vendors in
the future. You are required to enroll in the hardware-as-a-service component of
our Restaurant Technology as a Service (“RTaaS”) program with HP to obtain a
POS System. We estimate the cost of the base package in the RTaaS program to
be $57 per month, exclusive of tax and shipping charges, which must be paid to
us, our affiliate or designee.

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 Type of Fee Amount Description
Software $636.80 for You are also required to use point of sale software and web applications that we
License Fees6 SubShop/2000 designate in all of your new and existing restaurants. SubwayPOS® is the required
software, except for co-branded locations. Certain non-traditional locations may
also be exempt from this requirement. Currently, only co-branded locations will
be offered licenses for the Sub Shop/2000™ software (including any additional
necessary software or modules) in lieu of the SubwayPOS® software.

These Software License Fees must be paid to us, our affiliate or designee.

Payment $241.44 for the You will pay $241.44 USD for the P400 payment terminal, or if you purchase a
Terminal Fees7 P400 payment franchise location the P400 payment terminal in the location should be part of the
terminal; purchase.

$225 for the Certain non-traditional locations are required to use a Vx520 terminal for
gift card only processing gift card transactions only.
Vx520
terminal;

$241.44 for the All new and existing restaurants are required to purchase the P400 payment
P400 payment terminal from our approved vendor.
terminal

$313.56 for the The kit includes the cables, power cord, and countertop cradle.
P400 kit

These Payment Terminal Fees must be paid to us, our affiliate or designee.

Note 1:

The extension fee is due when you sign our then-current form of Franchise Agreement and is nonrefundable. If you are
granted an extension, you will have an additional year to open your restaurant with no right to any further extensions.
The term of your franchise will then be for the full number of years granted in the replacement Franchise Agreement
and you will have no right to any additional extensions. This description of the extension fees also applies if you sign a
Franchise Agreement Rider to open a satellite restaurant in a non-traditional location. We may change or eliminate the
extension procedures in the future.

The extension fee does not apply to school lunch locations, satellite locations operating in locations other than non-
traditional locations, or short-term satellite locations. These locations must be opened within the timeframes set forth
in the Franchise Agreement Rider and will have no right to any extension.

Note 2:

For certain non-traditional locations, you may need to sign a concession or subconcession agreement. If your restaurant
is a school lunch location, you may enter into the contract, license, or lease directly with the entity controlling the school.

Note 3:

You may experience delays and have higher costs if you seek approval to purchase directly from vendors or from
vendors not currently approved. Supply chain challenges and escalating raw material and freight costs have caused
material increases in the costs of Equipment, Furniture & Décor.

Note 4:

21
QB\66116920.8
The purchase price for these restaurants vary greatly in price. In 2021, we sold 70 restaurants ranging in price from $1
to $90,000 and our affiliates sold 16 restaurants ranging in price from $1 to $63,390. The purchase price does not
represent your total initial investment for these restaurants and may only the costs of existing physical assets, such as
leasehold improvements, equipment, signs, any security systems, inventory and supplies. You may have to purchase,
finance, or lease required equipment that is not included in the purchase price. You may have to spend additional
money to bring the restaurant into compliance with the Operations Manual. We may offer incentives to franchisees
purchasing company- or affiliate-owned restaurants that we believe have below average sales. These incentives may
include but are not limited to: 1) financing by us or an affiliate for all or a portion of the purchase price at variable terms;
or 2) under certain conditions, an obligation in the purchase agreement for us or our affiliate to repurchase the restaurant
from the franchisee if the franchisee chooses to terminate the transaction. Under these circumstances, we or our affiliate
will not repurchase the restaurant unless it is in substantial compliance as defined in the Operations Manual and the
franchisee has maintained or exceeded the Average Unit Volume (AUV) of sales reported for the 12 months prior to our
or our affiliate's acquisition of the restaurant from the previous owner.

Note 5:

Additional hardware and services may be added to this base package as the program evolves and/or the technology
needs of the brand expand, which may result in additional costs. Additional packages at varying monthly rates may also
be offered in the future. These charges do not include the costs to obtain the payment terminal to process credit and
debit card payments as well as gift card and loyalty transactions, discussed below in this Item 5. Under the RTaaS
program, we may act as collection agents for HP and collect fees you owe through your pre-authorized account. You
will also be responsible for any costs you incur in connection with the transition from the current POS System you use
to the POS System you obtain under the RTaaS program. All POS software required as of the date you obtain your POS
System under the RTaaS program will be pre-installed on your POS System.

Note 6:

The license fee for the SubShop/2000™ software is $636.80, which includes the initial fees for the following additional
software: TeamViewer or other remote management software, the Subway® Payment Manager software, and Progress
DBMS software). In the future, co-branded locations will be required to discontinue their use of the Sub Shop/2000™
software in favor of the SubwayPOS® software. There may also be additional fees for software support calls made after
the initial installation.

In the future, we may approve additional software vendors and may charge additional fees for any such future software
that we require. You will be required to comply with such changes.

Note 7:

You must use the payment terminal and barcode reader we require for use with your POS System to participate in the
required Subway® Card Program, Remote Ordering Program and integrated credit/debit, contactless and mobile device
payment options. Certain non-traditional locations are required to use a Vx520 terminal for processing gift card
transactions only.
***********
We may collect taxes from you that the law requires you to pay. You will pay or reimburse use for payment of any Sales
Tax or other tax imposed by law on the franchise fee, royalty, advertising fees, and any other amounts payable under
the Franchise Agreement, whether assessed on you or on us. We will pass on to you taxes we must pay directly to any
taxing authority.

THIS SPACE LEFT INTENTIONALLY BLANK

22
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 Item 6
OTHER FEES

OTHER FEES*
Type of Fee Amount Due Date Remarks
Royalty 8% of total gross sales Payable weekly See Note 1
Advertising 4.5% of total gross sales Payable weekly See Note 2
Audit Overdue Amount After billing See Note 3
Fees for Unpaid Balances Interest charge of 12% (or When payment is more than See Note 4
maximum rate allowed by law one week late
where your restaurant is
located) per annum on amount
you owe
Late fee of 10% or (or When payment is more than See Note 4
maximum rate allowed by law one week late
where your restaurant is
located) per annum of amount
you owe may be charged
$50 When you default on See Note 4
payments because you
change banks without
notice
$20 Bounced check or pre- See Note 4
authorized draft
Costs of collection, including When we or our affiliate See Note 4
lawyers’ fees incur the expense
Transfer 50% of our then-current When you submit your See Note 5. Certain
franchise fee (currently, request to transfer reductions may apply
$7,500), plus $3,000 for any depending upon the nature
satellite of the transfer.

Location Rent/License Fee $1,000 - $6,000 per month, Payable monthly on 1st day Security deposit/Advance
estimated of the month; security Fee paid to leasing affiliate
deposit on signing of Intent or landlord (in our
to Sublease or Intent to discretion); monthly rent
Sublicense or when paid to leasing affiliate or
required by landlord if landlord/licensor (in our
leased directly. discretion). See Note 6
Equipment Purchase and Cost of equipment plus buffer When you place order See ITEM 5 and ITEM 7
Freight Charges to cover freight charges, taxes,
and other costs
Insurance $1,200 - $5,000 per year When you sign lease, See Note 7
license, Sublease or
Sublicense
Indemnification All liability, damages and When incurred by us or See ITEM 7
costs, including lawyers’ fees, other indemnified party
incurred.
Noncompete Violation $15,000 for each competing Upon competition See Note 8
business plus 8% of its gross
sales
Confidentiality Violation Our damages Upon violation See Note 9
Trademark Violation $250 per day Upon violation See Note 10

23
QB\66116920.8
Type of Fee Amount Due Date Remarks
Limited Time Offering and Costs vary, depending on the Varies At this time, payable to the
Auto Shipment product to be shipped IPC. See Note 11
Dispute Resolution Half of arbitration fee, except Your share of the See Note 12
you will pay the whole fee arbitration fee will be due
plus costs, including lawyers’ upon invoicing from the
fees, management preparation third party
time, and travel expenses if
you withhold money from us
or an affiliate
If you breach the provisions of You will pay our expenses
the Franchise Agreement or the expenses of a person
regarding mandatory you name improperly when
arbitration, or restrictions on we request when you
damages or against whom you violate the provisions of the
can arbitrate, or the proper Franchise Agreement
forum for an action, you will
pay our expenses and the
expenses of anyone you name
improperly, including lawyers’
fees; you will be liable for
abuse of process
Probationary Case Due upon your signing the
Management Fee - $500 probationary agreement or
Probationary Extension Fee - extension
$250
Interim Order Case Due upon your signing the
Management Fee - $250 interim order
Litigation Expense Fee to Due upon sale of your
permit sale of restaurant – 5% restaurant
of gross consideration
received for sale of restaurant,
not to exceed $5,000
Co-Brand Continuing Fee 0%-8% of total gross sales of a Payable weekly See Note 13
co-brand concept
Fees Charged by Co-Brand Fees and rates set by third Payable weekly when your We may act as collection
Franchisor party co-brand franchisor royalty to us is due agent for third party co-
brand franchisor. See Note
13 and ITEM 1
Optional Restaurant Listing $100 for each 90 day period When you list your We may waive this fee.
Service restaurant for sale with our Paid by pre-authorized
Help Sell Program check or electronic funds
transfer
Restaurant Technology Fee $35 per month, subject to FWH may withdraw these
future increases fees from your pre-
authorized account with us.
See Note 14

24
QB\66116920.8
Type of Fee Amount Due Date Remarks
Monthly
Progress DBMS (Co-branded This software is only used
locations only) in conjunction with the
$47 annual fee, payable to a Payable each year starting Sub Shop/2000™ software
third party, subject to future when you license the
changes software
Fees for Continued use of Sub These fees apply to co-
Shop/2000™ brand locations or other
locations with a waiver of
$400 annual maintenance fee, Payable annually, on the requirement to use the
subject to future changes anniversary of the license SubwayPOS® software, if
you continue to use the
$15 approximate menu Payable monthly, per Sub Shop/2000™ software
management fee, subject to terminal after the SubwayPOS®
future changes software becomes require
for your restaurant.
Required Payment Options Payment Processing Fees:

-Adyen Acquirer Fee per Varies, when a guest pays Once you sign a Merchant
transaction: Authorization Fee for products at your Services Agreement with
is $0.005; Capture Fee is restaurant using a credit or Adyen and receive the new
$0.005; Refund Fee is $0.01, debit card P400 payment terminal,
subject to future changes the Acquirer Fee will be
paid to Adyen for card-
-Network and Interchange present transactions
Fees vary depending on card (excluding scan and pay).
brand and type of Network and Interchange
transaction. Typical Network fees are paid to Adyen;
and Interchange fees for Adyen passes the Network
required credit card brands fee to the applicable Credit
range from $.22 per Card brand (Visa, MC, and
transaction to 2.4% of the total Discover) and the
transaction amount plus $0.10; Interchange fee to the card
subject to future changes holder’s bank. We may
receive a referral fee. See
- Chargeback Fee is $1.50 per Note 15
chargeback for transactions
processed through Adyen

25
QB\66116920.8
Type of Fee Amount Due Date Remarks
Payment Terminal Fees

- P400 terminal kit is

approximately $327.80
(includes cable, power cord,
countertop cradle, key
injection and countertop stand;
shipping and handling not -Available for purchase
included) from our approved terminal
vendor
-$2.30 monthly terminal
software fee

Subway® Card Fees -Initial fee of approximately As directed by VPS Paid to VPS. See Note 15
$60 to $140

-Redemption Fee equal to

2.5% of each transaction
amount that applies when
Subway® Card is redeemed

-Additional Subway® Card

supply costs $0.10 per card,
$.06 per envelope and $20 per
display

-Vx520 payment terminal fee

of $250 (for certain non-
traditional locations only)

Subway MyWay® Rewards -1.9%, subject to any annual Payable weekly We or FWH will withdraw
Program adjustments, of the gross sales, these fees from your DAL
for each transaction made by a pre-authorized account.
Subway MyWay® Rewards See Note 15
program member at your
restaurant
POS System Hardware-as- Approximately $57 per month When you sign up We may collect fees you
a-Service Fees owe to the vendor on
behalf of the vendor. See
ITEM 7 and ITEM 11 and
Note 20

26
QB\66116920.8
Type of Fee Amount Due Date Remarks
Digital Menu Board $155 per month Payable monthly The digital menu board
Hardware-as-a-Service Fee package includes four 49”
professional grade high
bright displays, dual media
players for redundancy and
high temperature, media
player software license and
upgrades, network
hardware and security,
shipping, professional
installation by appointment
during off-peak hours,
project management and
reporting, 24x7x365
support desk, and second
business day field service
and repair.
Digital Menu Board CapEx CapEx charges are as follows: Payable monthly For franchisees who do not
Option qualify for credit terms or
For a 4-Screen Indoor Digital choose accordingly, they
Menu Board: $8,200 per may purchase all
restaurant components and software
For a 3-Screen Indoor Digital required for an indoor
Menu Board: $7,650 per digital menu board,
restaurant installation and operational
For a 2-Screen Indoor Digital services.
Menu Board: $7,150 per
restaurant

In all cases: $39 per month

Other Technology and Varies as we implement Varies We or FWH may withdraw

Digital Initiatives various new technology and fees from your DAL pre-
digital initiatives. Usually paid authorized account on
to a third party behalf of us or a third
party. See Note 15
Taxes and Other Fees Varies by State Payable when fee is due See Note 16
ServSafe Certification $50 every two years When you apply for and/or Fee paid directly to
renew certification ServSafe or the National
Restaurant Association.
This certification is
currently optional, but you
and/or one of your
employees may be required
to have and maintain this
certification in the future.
Training Fee and Costs No training fee for two Payable at the time of Payable to us. See Note 17
persons; $7,500 for any training registration, if
additional persons trained. applicable.

On or after June 1, 2020, you Payable when your

must pay all costs for any of employee attends the
your restaurant employees or course
managers to complete certain
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Type of Fee Amount Due Date Remarks
required online training
courses

Catering None; unless you participate in Payable weekly when a Paid to a third party. See
the online catering program guest places an order with Note 18
powered by ezCater in which the call center or website to
case a commission equal to be fulfilled by your
approximately 5% of each restaurant
catering order will be charged
plus approzimately 2.75% of
each catering order will be
allocated toward credit card
processing
Subway Listens Program None, except each guest Varies See Note 19
receipt redeemed for two
cookies or a 20-ounce drink
will cost you approximately
$0.38 per redemption
Restaurant Excellence $125 per revisit, subject to Varies Paid to a third party. See
Visits Revisit Fee increase by 3% per year Note 21.

Effective January 1, 2022, the

Revisit Fee will increase to
$128.75 per revisit (subject to
increase by 3% per year).
Legacy Support Fee $200 per month of Monthly, as assessed Paid to us or our affiliate to
noncompliance cover our cost of non-
compliance if you do not
comply with our
technology standards and
specifications, fail to return
hardware, fail to upgrade
systems, fail to allow
access in a timely manner,
install unauthorized
software, or attempt to
hack or circumvent our
software.

*The table above and the following notes are a general summary only. You can only obtain a full understanding of the
Subway® franchise system and the costs involved by reading all franchise documentation completely, and obtaining
independent legal, accounting, and business advice in relation to your proposed investment. Certain State and Federal
legislation may affect the respective rights and liabilities under the various agreements to which you and we are both
party. We may collect taxes from you that the law requires you or us to pay. These imposed fees are nonrefundable,
except we may refund a portion of the transfer fee. They are payable to us or to others as noted. These fees are the
same for all persons currently acquiring a franchise except as noted below.

Note 1. Royalty Fee. “Gross sales” includes all sales of every kind made from your restaurant. Gross sales do not
include any amounts you collect for state or local sales taxes. If your restaurant is in a non-traditional or school lunch
location and you are selling other items from the premises, the Franchise Agreement Rider may help define gross sales
subject to the royalty. The royalty is the same for all persons currently acquiring a franchise. The royalty is payable to
us and is nonrefundable. We may pay up to one-third of collected royalties to third parties who assist with the
development of our franchise system, including Business Developers. The royalty is payable weekly and is due on or
before the Friday following the close of the business week which is usually Tuesday. You must submit signed forms to
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allow us to deposit drafts against your bank account for the full amount of the weekly accruals of royalties, advertising
fees, and other amounts you will owe us. We may establish a marketing assistance fund that may be used to conduct
marketing analyses and related activities regarding specific restaurants located in the vicinity of certain non-traditional
locations. We may place a portion of the royalty fees received from Subway® restaurant locations developed by large
companies operating 100 or more locations into this fund which will be administered jointly by us and the company
developing the locations.

Note 2. Advertising Fees. You must pay us 4.5% of gross sales of your restaurant for advertising. The advertising fee
is nonrefundable and we will deposit that money into SFAFT or such other marketing fund(s) as we shall designate from
time to time. At any time, franchisees may temporarily or permanently increase the advertising percentage for either the
country or any market by a 2/3 vote on the basis of one vote for each operating restaurant. Contact your Business
Developer to determine if your market has approved a temporary increase in the advertising percentage. Company- or
affiliate-owned restaurants pay advertising fees and have a vote on advertising fund matters.

Certain satellite restaurants and other non-traditional restaurants, certain qualified Food Service Providers, and certain
franchisees paying advertising fees under their leases, may each qualify to pay a reduced advertising fee ranging from
1.25% to 2% of gross sales. In these instances, franchisees may have limited voting rights on increases to the advertising
percentages. We and SFAFT have the right to re-evaluate whether a restaurant continues to meet the criteria and may
determine that a location no longer qualifies as a submarket. In such case, you will be required to pay the full advertising
fee of 4.5% plus any local advertising voted on by the local market. See the Franchise Agreement Rider attached as
Exhibit A-1.

The advertising fee is the same for anyone currently buying a franchise, except as stated above. Any advertising fee
voted by a local market is uniform for all franchisees in that market; except that certain older Franchise Agreements do
not contain the requirement that the franchisee contribute additional advertising funds and several large institutional-
type franchisees negotiate limitations on their overall expenses for advertising. Advertising fees are due weekly at the
same time as the royalty fees.

Note 3. Audit Fees. If we determine, after conducting an audit, that you under-reported gross sales by more than 2%
of your reported sales, you will pay us the Royalty, advertising contributions and other charges due on the gross sales
that were not reported, all costs provided in Section 16.E of the Franchise Agreement, plus interest and the late fees (the
“Overdue Amount”). This charge covers the damages we suffer for your under-reporting, which is injurious and
prejudicial to the Subway® system, the trademarks, and the goodwill associated therewith. If you fail to submit all of
your information to be audited, we may estimate your sales and charge you based upon the estimate. However, we will
not impose this charge if you can show that you fully completed all of our control sheets in an accurate manner each
week and that your under-reporting was due solely to employee theft that could not be detected with our control systems.
We may also terminate your Franchise Agreement if you fail to properly report gross sales for any calendar year.

Note 4. Late Payment Fees. We may change or eliminate these fees.

Note 5. Transfer Fee. A transfer is the sale or other conveyance of any portion of your rights under the Franchise
Agreement to another party, including the addition or removal of an individual from the Franchise Agreement. You will
pay the standard transfer fee of $7,500. If you own a satellite restaurant, you must transfer the Franchise Agreement for
the satellite restaurant to the same buyer who purchases the Base Restaurant and the Base Restaurant’s Franchise
Agreement. In limited circumstances, we may allow a transfer of only the satellite restaurant and satellite Franchise
Agreement if in our determination there is a good business reason to do so. You must pay a transfer fee of $3,000 for
the transfer of the satellite Franchise Agreement (or $1,000 if the satellite will be established for one year or less) and a
separate transfer fee for the transfer of the Base Restaurant. The transfer fee is payable when you submit a request for
transfer.

If you or the buyer cancels the transfer before we have issued the Consent-to-Transfer, we will refund the entire transfer
fee. However, if the Consent-to-Transfer has already been issued and you or the buyer cancel the transfer at any point
thereafter, or we cancel the transfer because you and the buyer failed to complete the transfer within sixty (60) days
after the Consent-to-Transfer was issued, the full transfer fee will be retained by us. We may allocate a portion of any

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refund of the transfer fee toward any past due amounts owed to us by the party that tendered the transfer fee under the
terms of their Franchise Agreement.

Notwithstanding the above, if the transfer is cancelled for any reason and the buyer attended any portion of our training
course, the full transfer fee will be retained by us as full and final payment for the training given to the buyer. Any
transfer fee being refunded in connection with the foregoing will be refunded to the party that tendered the transfer fee.

If you and the buyer mutually wish to reactivate a transfer that was cancelled, and we approve the reactivation, in
addition to the transfer fee, a $1,500 US per restaurant reactivation fee ($750.00 US per Satellite, if any) is required.
We will apply any portion of the initial transfer fee paid which was not refunded or applied to outstanding amounts
owed to us toward the transfer fee of the reactivated transfer. The transfer will not be reactivated until all monies and
documents required to complete the transfer are received by us.

In limited circumstances, a reduction in the transfer fee may apply, as outlined below.
• If you transfer your Franchise Agreement to your spouse or child, or add your spouse or child to your Franchise
Agreement, we may reduce the transfer fee to $3,750 plus $1,500 for any satellite location (or $500 for any
satellite that will be established for one year or less).
• If the buyer(s) is an existing Subway® franchisee, the standard transfer fee may be discounted by 25%. This
discount may also apply if you add one or more individuals to the Franchise Agreement, and each individual
added to the Franchise Agreement is an existing franchisee.
• If the buyer is an existing Subway® franchisee that is purchasing 4 or more Subway® franchises from the same
seller at the same time, then we may discount the standard transfer fee by 25% for the first 3 franchises and by
50% for any of the remaining franchises.
• If the buyer will be a new Subway® franchisee, and is purchasing 4 or more Subway® franchises from the same
seller at the same time, the standard franchise fee will apply for the first 3 franchises, but the transfer fee for
any remaining franchises may receive a discount of 50%.
• If (i) you are an individual and you transfer ownership of any of your Restaurants from yourself to an entity you
control in a single transaction, (ii) you are an entity and you add or remove one of your owners, or (iii) you are
an entity and you transfer ownership among your existing owners, then the transfer fee will be reduced as
follows:
o For Restaurants 1 – 5: $2,500 per Restaurant
o For Restaurants 6 – 10: $2,000 per Restaurant
o For Restaurants 11 and subsequent: $1,500 per Restaurant

We may change, modify or eliminate any reduction in the transfer fee at any time.

You may use the franchise fee of a current, unused franchise that you own toward the payment of a transfer fee, provided
the unused franchise is in the same Business Developer territory as the restaurant you are transferring. If not, the
Business Developer from the territory of the unused franchise must approve the allocation of the franchise fee to the
transfer fee. You will sign a release terminating the unused franchise and will receive back any portion of the franchise
fee that we do not apply to the transfer fee and any other money you owe us. If the applied franchise fee is not enough
to cover the transfer fee and any other money you owe us, you will pay the difference.

You must pay all related registration fees, taxes, and preparation costs for the filing, including lawyer’s costs, to the
extent we can require you to do so under local law. You must cancel, and then the buyer must obtain, or you must
transfer to the buyer, any permits, licenses, registrations, certifications or other consents required for leasing,
constructing, or operating the restaurant. We are authorized to cancel any permits, licenses, registrations, certifications
or other consents that you do not cancel within a reasonable time. Any costs for cancellation will be borne by you.

Your final purchase agreement with the buyer for the location must meet our requirements. We will not become involved
in the sale of any real estate included or contemplated in your sale terms. We will not be responsible for any loss or
gain resulting from any sale, failure to sell or delay of the sale of the real estate. Any such loss or gain shall be incidental,
consequential, contingent and not part of the transfer of your restaurant and the Franchise Agreement.

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Note 6. Location Rent. You pay rent for your restaurant to our leasing affiliate or the landlord of the premises (at our
discretion), under either, at our option, a Sublease you enter into with our designated affiliate or a direct lease you enter
with the landlord. If you enter into the Sublease, it may contain a rental rate and terms different from the master lease
between the landlord and our affiliate, and we or our leasing affiliate may keep the difference between the rent under
the master lease and the sublease. Each of your owners will sign and deliver to our affiliate a guarantee of the payment
obligations under the Sublease. Our leasing affiliate will require you to personally guarantee the sublease. The landlord
under a direct lease may also require you to personally guarantee the lease and may require a right of first refusal if you
want to transfer your restaurant. Our affiliate may assess late payment fees and other costs arising from the
administration of the Sublease. Our affiliate has the same rights as the landlord on default to charge you for certain fees,
to carry out repairs and to recover costs. Any right of first refusal to purchase the restaurant property provided in the
master lease shall remain with our affiliate or its assignee.

In order to lease directly from the landlord in lieu of a Sublease, you must request in writing and we must approve in
writing the landlord’s form of lease, including any modifications, amendments, renewals or extensions of the lease. In
addition, you and the landlord must execute our Franchisor Lease Rider in a form substantially similar to Exhibit D-1.
You will sign the lease directly with the landlord and you will pay all costs associated with the lease.

In limited instances, we may enter into master agreements granting us a master license with the right to sublicense to
you the right to operate on the premises of a third-party licensor. Under this circumstance you would be required to enter
into a Sublicense for the location instead of a Sublease. We may also require you to sign a license for your restaurant,
in limited circumstances, where it would be inadvisable for you to sign a Sublease or where the premises for your
restaurant can only be licensed. For example, we may require you to sign a license instead of a Sublease if petroleum
products, controlled by another, are sold on the premises where your restaurant will be located. You will pay the licensor
either a fixed monthly fee or a fee based on the percentage of your gross sales depending upon the terms of the license.

For non-traditional locations such as truck stops and gas stations where there were or currently are fuel tanks or fuel
pumps located on the property, the policy of ours and our leasing affiliate is to enter into a Concession Agreement,
rather than a lease, to secure the location. A Concession Agreement may limit the liability of you, us and our leasing
affiliate in the event of an environmental disaster caused by petroleum products, such as a tank leak or fire. Under this
circumstance you would be required to enter into a Subconcession Agreement with our leasing affiliate for the location
instead of a Sublease. You will pay the Concessionor a monthly concession fee plus all costs associated with the
Concession Agreement.

In limited circumstances, our leasing affiliate may enter into a contract for premises, when required by the licensor of a
non-traditional location. Under this circumstance, we may also require you to sign a Subcontract with our leasing
affiliate and you will be required to pay all charges associated with the contract.

There are risks involved if your arrangements with a third party are short term. For example, if an oil company controls
the premises and you have only a 3-year agreement to operate a service station, your Franchise Agreement with us could
become valueless and you could lose your investment in the restaurant if the oil company does not renew its agreement
with you at the end of the three year period.

In some circumstances, we and/or our affiliate may earn a profit from your Sublease or Sublicense. You may have to
make payments directly to our affiliate for rent that is in excess of the cost of the lease as well as an initial fee to process
the lease. We or our affiliate may also keep all or a portion of any landlord or government payment for early termination
of the lease. This compensation may be partially attributed to lost royalties, loss of market penetration, extended down
time, and other factors associated with the termination of the lease.

In certain circumstances, we may permit you to own the real estate for your restaurant directly.

Note 7. Insurance. Your insurance costs may be higher depending upon the geographic location, construction of your
restaurant and claims history. Insurance payments must be made through Electronic Funds Transfer (“EFT”) directly
to the insurance carrier. If you are a school district, school board, or municipality buying a school lunch franchise and
you are not allowed by law to provide the required insurance coverage or indemnification, you must notify us before
you sign the Franchise Agreement. You must participate in any insurance program we specify. If you fail to meet our

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insurance requirements in violation of your Franchise Agreement, you will reimburse us for the reasonable costs we
incur to enforce this obligation. These costs include, but are not limited to, mediation and arbitration fees, court costs,
attorneys’ fees, management preparation time, witness fees, and travel expenses incurred by us or our agents or
representatives.

Note 8. Noncompete Violation. You cannot have any direct or indirect association with a competitive business, as
defined in the franchise agreement, located within 3 miles of any location where a Subway® restaurant operates or
operated in the prior year during the term of your Franchise Agreement and for 1 year after the termination, expiration
or transfer of your Franchise Agreement. These fees are nonrefundable. We modify these covenants for a non-traditional
or school lunch location.

Note 9. Confidentiality Violation. You agree not to disclose our trade secrets and confidential information, including
the contents of the Operations Manual.

Note 10. Trademark Violation. You agree to stop using the trademark Subway® and other marks and materials
associated with a Subway® restaurant, and to return whichever form of the Operations Manual you have in your
possession when your Franchise Agreement terminates or expires.

Note 11. Limited Time Offering Promotions and Auto Shipments. You may be required to carry certain ingredients,
products, packaging or smallwares for Limited Time Offering (“LTO”) promotions, and to use the ingredients, products
or packaging for these promotions until they are depleted at both the restaurant and distributor. Ingredients, products,
packaging and/or smallwares necessary for LTOs may be automatically shipped to you one or more times throughout
the duration of the LTO and you will be responsible for the costs of the shipment(s). In limited circumstances, other
required items may be automatically shipped with prior notice to you when necessary to provide the item(s) to restaurants
quickly and efficiently, and you will be responsible for the cost of the item(s) as well as the shipment(s).

Note 12. Dispute Resolution. For fee information concerning arbitration, you can call your local office of the American
Arbitration Association, American Dispute Resolution Center, or other arbitration agency (as applicable). You will also
have to pay your own costs related to the proceeding, including the costs of your own lawyer or other advisors as well
as travel expenses to Connecticut. You may also be liable to us for our collection costs, including lawyers’ fees. You
will pay our leasing company affiliate its costs for enforcing the Sublease or Sublicense, including lawyers’ fees and
legal costs, as additional rent/ licensing fees under the Sublease or Sublicense.

You will pay us a Probationary Case Management fee of $500 if you breach the provisions of the Franchise Agreement
and we settle with you and allow you to continue operation of your restaurant on the condition that you comply with the
terms of our probationary agreement. You will pay us an extension fee of $250 if we grant you an extension of the
probationary agreement. You will pay us an Interim Order Case Management fee of $250 if you breach the provisions
of the Franchise Agreement and we settle with you after arbitration has been filed to allow you to continue operation of
your restaurant on the condition that you comply with the terms of our interim order. You may also have to pay
additional fees as part of a settlement. If we commence arbitration against you for failure to comply with the Operations
Manual and we then approve the transfer of your restaurant, you may be required to pay us a Litigation Expense fee in
an amount equal to 5% of the gross consideration you receive from sale of your restaurant, not to exceed $5,000. These
fees cover our costs to enforce your obligations to meet our system standards.

You should read Section 24 of the Franchise Agreement carefully. It contains other important provisions concerning
dispute resolution including the requirement that arbitration be administered by the American Arbitration Association
or its successor (“AAA”) or the American Dispute Resolution Center or its successor (“ADRC”) at the discretion of the
party first filing a demand for arbitration. AAA will administer the arbitration in accordance with its administrative
rules (including, as applicable, the Commercial Rules of the AAA and the Expedited procedures of such rules). The
ADRC will administer the arbitration under its administrative rules (including, as applicable, the Rules of Commercial
Arbitration or under the Rules for Expedited Commercial Arbitration). If both the AAA and ADRC are no longer in
business, we and you will mutually agree upon an arbitration agency to administer the arbitration. If we and you cannot
agree on the administrative arbitration agency, then a court of competent jurisdiction will select the agency. Section 24
of the Franchise Agreement also provides a limitation that you can only seek relief from us and not any of our affiliates
or individuals associated with us or our affiliates. You must pay certain fees and costs for the arbitration. The provisions
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in the Franchise Agreement concerning arbitration and litigation do not apply to your Sublease, Sublicense or any other
agreement with us or our affiliates. Our designated affiliate may terminate your Sublease or Sublicense without us also
terminating your Franchise Agreement. This may render your Franchise Agreement valueless.

Section 24 also contains important provisions limiting your right to recover damages, including an exclusion for
incidental, exemplary, contingent, punitive or consequential damages, except where prohibited by governing law.

Note 13. Co-Brand Continuing Fee. We may charge you a co-brand continuing fee on your gross sales from a third
party franchisor. The fee will not be greater than 8% of gross sales from the third party franchisor, and will be the same
for all franchisees entering into direct franchise agreements with the third party. The percentage may vary for each third
party franchise concept. You will pay royalty and advertising fees due to a third party franchisor to us if the third party
franchisor directs you to.

Note 14. Software Maintenance Fees. Currently, if your restaurant is located in the United States, monthly Restaurant
Technology Fees for the SubwayPOS® software are covered by what is referred to internally as the “strategic fund”;
franchisees in the United States are not billed directly for the fee. In the future, we may change this funding structure
and charge you directly for a Restaurant Technology Fee. If your restaurant is located in a territory of the United States,
including but not limited to Guam, Northern Mariana Islands, Puerto Rico, and US Virgin Islands, you will pay a
monthly Restaurant Technology Fee of approximately $35. This monthly Restaurant Technology Fee may be subject to
change each year. We may withdraw these fees from your pre-authorized account with us. In addition to the Restaurant
Technology Fee, we reserve the right to impose a Digital Technology Fee in the future to cover our costs of development,
infrastructure and support of programs including our Subway® App, Online Ordering, Third-Party Delivery platform
support, Digital Menu Boards and Social Media Platforms.

When you use the SubwayPOS® software, you will be bound by the SubwayPOS® End User License Agreement in a
form substantially similar to Exhibit A-3-1. We may make changes to this license agreement at any time in order to keep
pace with advances in technology and other initiatives, and you may be required to agree to our then current form of
SubwayPOS® End User License Agreement in order to access required software updates.

At this time, you must use the SubShop/2000 ™ software at your co-branded location. You will pay a third party supplier
an annual licensing fee of $47 for the Progress DBMS database management software that is used in conjunction with
the SubShop/2000 ™ software. This fee may also increase, particularly as more restaurants worldwide transition to the
SubwayPOS™ software. If you use the Sub Shop/2000™ software, you will be bound by the Sub Shop/2000™ Software
License Agreement in a form substantially similar to Exhibit A-3. In the future, co-branded locations will be required
to discontinue their use of the Sub Shop/2000™ software in favor of the SubwayPOS® software. If you do not
discontinue your use of the of the Sub Shop/2000™ software within the time we permit, you will be required to pay us
a monthly menu management fee of $15 for each of your POS terminals and an annual maintenance fee of $400 to cover
our or our affiliate’s costs for providing software services to you for the Sub Shop/2000™ software. These costs may
increase. In no way is the assessment of these fees to be construed as permission from us to continue to use Sub
Shop/2000™ software in any restaurant without a waiver, nor will your payment of them relieve you from any default
under your Franchise Agreement for the restaurant in which you are not using the SubwayPOS™ software after it
becomes required for the restaurant.

If you would like updates/enhancements for your SubShop/2000™ software by disk or other medium, instead of
downloading the updates/enhancements from the intranet website, you must order the disk from us and pay the cost of
producing the disk, as well as a shipping and handling charge.

Support for the required software programs is available from our affiliate, FWH, for an additional fee. You are required
to use support software we designate unless you request and are granted a waiver. Currently, this software is BigFix
Endpoint Management Software (“BigFix”). We will use this software to remotely access your POS system with your
consent in order to maintain system security, perform routine system maintenance, provide technical support, increase
operational efficiency, install updates to software programs and/or applications, and install or remove software programs
and/or applications. If you receive a waiver, we or our affiliate may not be able to provide you with proper software
support, and we or our affiliate may charge you additional fees to provide you with any updates to the Sub Shop/2000™
software or SubwayPOS® software through alternative means.

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You are also required to use the Subway® Payment Manager (“SPM”) software in connection with offering integrated
credit/debit, contactless and mobile device guest payment options, Subway® Card Program and Subway MyWay®
Rewards Program. The initial license fee and any maintenance fees for the SPM software are included in the fees
reflected in the chart above.

Note 15. Required Guest Payment Options, Subway® Card Program, Subway MyWay® Rewards Program, and Other
Technology and Digital Initiatives. These fees represent the costs associated with the offering of integrated credit/debit,
contactless and mobile device guest payment options to your guests and your participation in the required Subway®
Card Program and Subway MyWay® Rewards Program. You will be required to participate in these programs and
payment options for all of your new and existing restaurants, unless we grant you a waiver.

You are required to use the integrated payment solution we designate, which includes use of a designated acquirer and
processor for payment processing services, in all of your new and existing restaurants, unless we grant you a waiver.

You will be required to purchase the P400 payment terminal from a third party we designate for a one-time fee of
$327.80. If you have technical issues with your terminal, our approved supplier may replace the terminal. If you fail to
return your terminal within a specified time (currently 25 days), then the supplier may charge us a fee (currently $149),
that we or our affiliate will pass on to you.

You must have a high-speed broadband connection that meets our standards and specifications to process card payments.
You are required to accept the following credit card and debit card brands, unless we grant you a waiver: VISA,
MasterCard, Discover and American Express. The Acquirer, Network, and Interchange fees will be charged for all credit
and debit card purchases regardless of whether they are made remotely through the remote order website, Subway®
mobile app or other payment app, or the catering call center (“Card Not Present Transactions”) or in-restaurant (“Card
Present Transactions”). The Network and Interchange fees vary depending upon the credit card or debit card brand and
type of transaction. These fees may be re-negotiated over time and are subject to change.

The Subway® Card Program is a required program that allows guests to load money on a stored value account and
redeem it for menu items. We estimate your total initial fees for the Subway® Card Program to be approximately $60
to $140 (initial Subway® Card inventory and envelopes). There may be additional costs for additional inventories of
Subway® Cards and envelopes. There may be additional fees for software/hardware support. Certain non-traditional
locations that have been granted a waiver of the POS System requirement and/or integrated payment solution
requirement must purchase a Vx520 payment terminal to process gift card transactions.

You are required to participate in the Subway MyWay® Rewards program administered by our affiliate, Subway
MyWay, LLC, for all of your new and existing restaurants, including AAFES, NEXCOM and MCCS locations. As of
the date of this Disclosure Document, your fees will be 1.9%, of the gross sales for each loyalty/reward transaction made
by a Subway MyWay ® Rewards program member at your restaurant, subject to any annual adjustments as stated in the
chart in this Item and below. You will be charged this fee on all loyalty/reward transactions made by a program member
for all of your new and existing restaurants. By way of example, if a Subway MyWay ® Rewards program member
spends $10 at your restaurant, you will pay to us a fee of up to $0.19. All Subway MyWay ® Rewards program fees will
be deposited into a settlement fund administered by Subway MyWay, LLC or another affiliate we designate. You may
also incur incidental charges for supplies associated with your participation in the program. For each loyalty/reward
purchase in which a $2 reward or a “Surprise Reward” reward is redeemed by a Subway MyWay ® Rewards program
member, you will be reimbursed for 30.9% of the cash value of a $2 Rewards and/or “Surprise Reward” redeemed for
that purchase. By way of example, if a Subway MyWay ®Rewards program member redeems $10 worth of $2 Rewards
or a “Surprise Reward” at the time of purchase, you will be reimbursed $3.09.

All redemption costs for the Subway MyWay® Rewards program will paid out from a settlement fund administered by
Subway MyWay, LLC or another affiliate we designate. The fees and reimbursement rates associated with the
loyalty/reward program are based on an average cost of goods sold for the US. We will review the average costs of
goods sold in the US on an annual basis. As a result, your fees and reimbursement rates for the loyalty/reward program
may change annually.

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We are developing new technology and digital initiatives to enhance the guest experience, improve the efficiency of
restaurant operations, and promote the Subway® brand. We may require you to implement some or all of these programs
and initiatives at your expense, within reasonable timeframes we impose. All requirements must be met by the
compliance date we establish. In addition to the programs described above in this Note 15, you must provide us with a
business email address and cellular phone number that you will use to receive electronic communications and calls from
us or our affiliate. Below is a list of other the technology and digital initiatives you may be required to implement and/or
invest in. This list is not exhaustive and will change as we and our affiliates expand and evolve our technology and
digital programs.

• a cloud-based storage solution; • a personal computer;

• acceptance of debit cards; • label printer;
• Subway® Pay; • tablet or iPad;
• SMS messaging or email campaigns; • wireless internet router;
• Social Media applications, software applications • hardware or software firewall;
and payment applications; • hand held devices;
• Mobile device management software; • E-learning;
• guest experience surveys; • Digital menu boards;
• biometric devices; • Subway® Radio or other music; and
• guest-facing WIFI; • Internet TV and LCD or plasma monitors.
• remote ordering kiosks;

You may be required to use a supplier we designate for any goods and services associated with these initiatives. We
estimate fees for the wireless internet router to be $15 to $25 per month and fees to provide free internet to your guests
to be $75 per month. You may be able to purchase the wireless internet router outright for approximately $600 to $750.
In the future, we may require you to invest in an internet and security package that will provide business class internet
services, a hardware or software firewall security system, and guest-facing WIFI. We estimate that the digital menu
boards will cost $8,000 to $14,000. We estimate that the purchase of a tablet, label printer and mobile device
management software may cost $700 to $1,000. These fees may also vary by region and may be higher based on product
availability and taxes. We cannot estimate the costs for other initiatives listed above as they are in the early stages of
planning and costs cannot be estimated at this time.

Note 16. Taxes and Other Fees. You will pay or reimburse us for payment of any Sales Tax or other tax imposed by
law on the Franchise Fee, Royalty, advertising fees, and any other amounts payable under your Franchise Agreement,
whether assessed on you or on us. Taxes may be payable to your state, county, or town. We, or another entity to which
you pay fees, will pass on to you the cost of any taxes we or the other recipient must pay directly to the taxing authority.

Note 17. Training Fee. There is no fee for two persons to attend the Training Program. A training fee of $7,500 will be
charged for any additional persons attending training. You must also pay all costs for any of your restaurant employees
or managers to complete in-restaurant certain required online training courses.

Note 18. Catering Program Fees. There is no fee for the basic catering program. However, if you participate in the
online catering program powered by ezCater, a fee of approximately 7.25% of each catering order will be charged to
cover commissions and includes credit card processing fees. This fee may change to reflect costs. We may make
additional modifications to the program and you will be responsible for any costs or fees associated with those
modifications.

Note 19. Subway Listens Program. You are required to participate in the Subway Listens program. Under the program,
guests will have the opportunity to fill out an online survey at a web address provided on their receipt. Upon completion
of the survey, the guest will be given a unique offer code to write on their receipt. Currently, the offer consists of two
free cookies or a 20-ounce fountain drink with the purchase of any sub, melt, wrap, bowl, or salad. Guests may redeem
this offer with their offer code and receipt at any Subway® restaurant. There are no fees to participate in the program
except that you will be responsible for the cost of the offer redeemed by the guest. Currently, the cost of the cookies or
drink redeemed by the guest is estimated at approximately $0.38 per offer redeemed. In the future, we may offer guests
different incentives, which may increase or decrease your costs.

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You may review guest survey results and key metrics for your restaurant online or in the guest experience app. You may
be required to respond to certain guest surveys with a specified period of time in accordance with the procedures outlined
in the Operations Manual.

Note 20. POS System Hardware-as-a-Service Fees. The amount in the chart represents the estimated cost of the base
package in the RTaaS program, exclusive of tax and shipping charges for one POS System. Additional hardware and
services may be added to this base package as the program evolves and/or the technology needs of the brand expand,
which may result in additional costs. Additional packages at varying monthly rates may also be offered in the future.

Note 21. Restaurant Excellence Visits. Our third-party provider will perform Restaurant Excellence Vists periodically
at your Restaurant to ensure compliance with our standards and specifications, to promote best practices and food safety
execution, and to assist with keeping up with industry trends. Franchisees are not charged for periodic visits; however,
if your Restaurant receives a “Fail” score from our provider, you will be charged the Revisit Fee. You will receive a
revisit until a passing score is achieved, and you will be charged the Revisit Fee for each revisit.

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 Item 7
ESTIMATED INITIAL INVESTMENT

Type of Expenditure Lower Mid Higher METHOD WHEN DUE TO WHOM

Amount Amount Amount OF PAYMENT
PAYMENT IS TO BE
MADE
Initial Franchise Fee $ 15,000 $ 15,000 $15,000 Lump sum When you sign Us
(1)(10) Franchise
Agreement
Real Property (2) 2,000 5,000 12,000 Lump sum When you sign Landlord
Intent to or Licensor
Sublease or See note 2
Sublicense, or
direct lease
Leasehold Improvements (3) 75,000 150,000 200,000 As incurred Pro rata during Vendor
For a Non-Traditional Location *40,900 *44,750 *77,000 construction
Equipment, Furniture and Décor 90,000 135,000 180,000 Lump sum When you place Vendor
(4) order
Optional Security System 2,450 2,850 3,550 Lump sum When you Vendor
(not including monitoring) place order
Freight Charges 8,000 10,400 14,000 Lump sum Prepaid when Carrier or
(varies by location) you order or on us
For a Non-Traditional Location *3,000 *3,800 *4,000 delivery
Outside signage (10) 2,000 4,000 8,000 Lump sum When you place Us
For a Non-Traditional Location *1,600 *4,000 *8,000 order
Opening Inventory 4,400 5,225 6,050 Lump sum Within 1 week Vendor
of opening
Insurance (5) 1,200 2,000 5,000 As incurred Before we will Vendor
order equipment
Supplies 500 900 1,300 As incurred Before opening Vendor
Training Expenses (6) 2,500 3,500 4,500 As incurred During training Hotel, etc.
(including travel & lodging)
Legal and Accounting 1,000 2,000 3,500 Lump sum Before opening Vendor
Grand Opening Advertising (9) 2,000 3,250 4,000 Lump sum Around initial Vendor
(10) opening or after
relocation,
remodel, and/or
transfer to a
new franchisee
Miscellaneous Expenses (7) 4,000 6,000 8,000 As incurred As required Vendor
(business licenses, utility
deposits,& small equipment)
Additional Funds - 12,000 26,000 42,000 As incurred As required Note 8
three months (8)
TOTAL (11) $222,050 $370,625 $506,900
For a Non-Traditional Location $182,550 $258,775 $373,900

All figures in this Item 7 are estimates only. Actual costs will vary for each franchisee and each location.

Certain non-traditional locations and locations operating within Walmart stores may participate in a co-brand
arrangement with AUNTIE ANNE’S® stores. If you are participating in one of these locations, there may be additional
costs and your initial investment costs may be higher.

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If you are offering our additional menu items under the Store/Marketwide Option Program described in Item 1, you will
have additional costs. We provide these costs below.

NOTES:

Note 1. Initial Franchise Fee. The initial franchise fee is $15,000. The initial franchise fee may be lower for additional
franchises or if you qualify for a reduced fee. We currently offer a discount of the franchise fee for qualified US Veterans
purchasing a franchise. We offer to finance $10,000 of the full $15,000 franchise fee if you are purchasing your first
franchise and you qualify under our minority loan program. We are currently waiving the initial franchise fee for satellite
locations located in the same facility as the Base Restaurant and for oil company retailers who have at least 50 units and
convert an existing sandwich business that they created, own and operate at their facility into a Subway® restaurant. The
initial franchise fee for a satellite location is $5,000 or $1,000 if the satellite location will be in operation for a shorter
term of one year or less.

Note 2. Real Property. We estimate this amount to be the deposit of 2 months’ rent payable when you sign the Intent
to Sublease or a direct lease with the landlord. This represents a security deposit of one month’s rent and payment of
one month’s rent. You may pay a significantly higher security deposit if our affiliate leasing corporation cannot obtain
a lease with a reduced security deposit or if you rent directly from a landlord under a direct lease rather than under a
Sublease. You make direct payments to the master landlord for anything due under the Sublease and master lease terms;
or, if you lease directly from the landlord, you will make direct payments to the landlord. This could vary if you use a
portion of the premises for other than a Subway® restaurant. Each of your owners will sign and deliver to our affiliate
a guarantee of the payment obligations under the Sublease. The master landlord under a Sublease, or landlord under a
direct lease, may require you to personally guarantee the lease. You will also pay $50 to our affiliate when you sign the
Sublease as a nonrefundable fee for administrative costs to record the lease. In addition, you will be responsible for any
additional costs associated with recording the lease. The $50 nonrefundable fee and additional costs are estimated in the
entry for Miscellaneous Expenses in this chart.

Under certain circumstances, your landlord or the licensor may require us or one of our affiliates to make rental payments
for your restaurant to them on your behalf. All rental payments and related charges we pay on your behalf will be
deducted from your pre-authorized account with us, which you agree to adequately fund for such payments when due.
Review the terms of your Sublease for circumstances where your rental payment may be refunded. In some cases, you
may sign a license or sublicense for your restaurant when the premises can only be licensed. Depending upon the terms
of the license, you may be required to pay the licensor an advance fee when you sign the license.

Real estate costs vary widely, but we estimate the typical monthly rent expense runs from $1,000 per month to a high
of $6,000 per month. The typical restaurant measures approximately 1,375 square feet, but some restaurants are as small
as 300 square feet and others as large as 2,000 square feet. Restaurants are in a wide range of locations, including strip
centers, enclosed malls, food courts, free standing buildings, downtown locations, and seasonal and non-traditional sites.
Factors such as these will affect your costs, which may be higher than our estimates.

In certain circumstances, we may permit you to purchase the real estate for your restaurant. If you choose to do so, and
if we permit you to do so, your initial real estate costs could be substantially higher, depending upon your financing
arrangement, including the amount of any down payment.

Note 3. Leasehold Improvements. We estimate these costs to be the costs to build out your restaurant in accordance
with the standards and specifications in the Operations Manual. Your local law may require use of a grease trap in your
restaurant. This may increase your leasehold improvement costs between $8,000 and $12,000 depending upon the
location of the grease trap.

We have recently unveiled a new restaurant décor design, “Fresh Forward”. The “Fresh Forward” décor is the required
décor and equipment package for all new restaurants and relocations. Existing locations are required to remodel to the
“Fresh Forward” décor and equipment package or an approved variation thereof, such as the “Fresh Start” décor and
equipment package, in accordance with the timeframe established in the Operations Manual. The cost of construction
and all décor elements and the cost of its installation in the restaurant shall be at your sole expense. This estimate does
not include costs to ship required décor elements.

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We are currently in the process of assessing costs to build-out a non-traditional location and a freestanding location with
a drive thru in accordance with the Fresh Forward décor, but as we are in the initial stages of this process, costs cannot
be estimated at this time. We anticipate that costs to build-out a non-traditional location will be higher than those
indicated in the chart above in this Item 7 but lower than the additional costs incurred in connection with the build-out
of a traditional location in accordance with the Fresh Forward décor. The costs to build out a free standing location with
a drive thru may be substantially higher than those indicated in the chart for a traditional location. We exclusively reserve
the right to modify any element of the Subway® restaurant décor and equipment package.

Note 4. Equipment. You must use an approved POS System in all of your new and existing restaurants, including satellite
restaurants. We may waive this requirement in limited circumstances on a case-by-case basis. We have negotiated with
Hewlett Packard (“HP”) and you are required to participate in the hardware-as-a-service component of the RTaaS
program to obtain the POS System from HP. Under the RTaaS program, we may act as collection agents for HP and
collect fees you owe through your pre-authorized account. We estimate the cost to obtain the POS System under the
base package of the RTaaS program to be approximately $54 per month, exclusive of tax and shipping charges.
Additional hardware and services may be added to this base package as the program evolves and/or the technology
needs of the brand expand, which may result in additional costs. Additional packages at varying monthly rates may also
be offered in the future. This amount does not include Sub Shop/2000™ initial license fee of $636.80 (applicable to co-
brand locations only) or the cost of the card reader or barcode reader. The required payment terminal costs are also not
included, and will vary; the P400 payment terminal is $237 (assuming you purchase it outright) and the Vx520 for
certain non-traditional locations processing gift card transactions only is $250. The barcode reader is an additional $170
or $180 if your restaurant has a drive-thru.

Note 5. Insurance. You must purchase the insurance we specify, which presently includes statutory Workers’
Compensation and Employers Liability as required by law, and comprehensive liability insurance, including products
liability and completed operations coverage in the minimum amount of $2,000,000 per occurrence/$4,000,000 general
aggregate. You must purchase business vehicle coverage, including hired and non-owned vehicle liability insurance, in
the minimum amount of $1,000,000. If applicable, you must also purchase owned vehicle liability coverage in the
minimum amount of $1,000,000. General liability coverage must be written on a per location basis. You must also
purchase the insurance required by the Master Lease and state law. If you lease equipment from us, you must purchase
property insurance and liability insurance covering the equipment and name us as loss payee. In addition to the foregoing
requirements, if you are permitted to sell alcohol at your restaurant, you must carry liquor liability insurance in the
minimum amount of $1,000,000 per location. Your insurance coverage must be primary and non-contributory, and you
must name us, our affiliates, SIP, the Business Developer, our agents, representatives, shareholders, directors, officers,
employees, and those of our affiliates and the Business Developer, the tenant corporation named in your Sublease or
Sublicense and your landlord as additional insureds unless otherwise directed. You must provide us with a copy of your
Certificate of Insurance when you return your signed Sublease or Sublicense or finalize your Lease or License. Your
insurance carrier must agree to give us prior written notice of termination, expiration, material modification, or
cancellation of your policy, or cancellation of us or any of the other entities or individuals in the preceding sentence as
an additional insured. We may change or increase your insurance requirements due to changes in experience, and you
must comply with the new requirements. The estimated cost is for one year for property, casualty and general liability
coverage, but does not include any Workers’ Compensation, Employment Practices Liability Insurance, health
insurance, or other benefits, or coverage for motor vehicles. Your insurance costs may be higher depending upon the
geographic location, construction of your restaurant and claims history. You must defend and indemnify us, our
affiliates, SIP, SFAFT, the Business Developer, our agents, representatives, shareholders, directors, officers, employees,
and those of our affiliates and the Business Developer against any claims that arise in or in connection with the operation
of your restaurant, regardless of cause or any fault or negligence. You must indemnify us and/or our affiliates against
any claim for which we and/or our affiliates have to indemnify the Master Landlord under the master lease for your
restaurant.

If you are a school board, school district, or municipality buying a franchise for a school lunch location, you must notify
us before you sign the Franchise Agreement if the law prevents you from providing the required insurance coverage or
indemnification. We may elect to amend your Franchise Agreement to delete the unlawful insurance coverage or
indemnification requirements.

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We have designated one or more approved insurance brokers and their associated carrier(s) from which you must buy
your insurance under our Gold Standard Insurance Program. We have negotiated to provide an insurance package,
including property and casualty, statutory Workers’ Compensation, general liability, business income, and additional
forms of insurance coverage for Subway® franchisees. At the brokers’ direction, the carriers will name all the additional
insureds your Franchise Agreement and Sublease or Sublicense, if any, requires and will also provide insurance
certificates to us and our real estate affiliate. You must make payments directly to your insurance carrier via EFT. If
you sign Franchise Agreement Rider, Part I, and your insurable interest in the facility in which the restaurant is located
is greater than the restaurant, subject to our written approval, you may maintain a program of self-insurance or buy your
insurance through your usual insurance broker or carrier. If there is another business operating on the premises where
your restaurant is located, we may allow you to buy your insurance from the broker or carrier that handles the insurance
for the other business. We may allow you to obtain your insurance from a source other than that approved under our
Gold Standard Insurance Program, provided the broker meets our requirements relating to Errors & Omissions coverage,
indemnification and reporting specifications and places your insurance with a carrier maintaining a rating of at least A-
/IX in Best’s Insurance Guide. Neither we, nor our affiliates receive any income from placing insurance coverage or
benefit plans with any insurance broker or carrier.

You must buy your insurance from the brokers and companies we designate and provide indemnification under our
current language for all of your restaurants.

Note 6. Training Expenses. You do not pay us a training fee but you will be responsible for all personal expenses for
the training, including transportation to Connecticut, lodging, meals, wages, and benefits for any of your employees.
We may substitute a local, shorter training program for school lunch franchisees but you may have local travel costs
depending on where you receive your training. We do not charge a separate training fee for school lunch franchises,
but we may do so for franchises purchased in the future, if we are waiving the initial franchise fee at that time.

Note 7. Miscellaneous Expenses. You must pay the cost of all permits, licenses, registrations, certifications, utilities,
or other consents required for leasing, constructing, or operating your restaurant. The $50 nonrefundable fee and any
additional costs associated with recording the lease that you pay to our affiliate are included in the total. You may have
to pay data use charges in connection with any wireless internet service and a transmission fee to transmit data from
your restaurant to our designated database. In addition to these expenses your municipality may assess impact fees on
your Subway® restaurant location. Impact fees are charges assessed by your municipality against new development
projects, such as your restaurant, in an attempt to recover the cost incurred by the municipality in providing the public
facilities required to serve the new development. Impact fees may vary among municipalities; however, we estimate
these fees to be between $5,000 and $25,000. These fees are nonrefundable.

In accordance with Nevada state law, you will be required to use an architect licensed in the state of Nevada for the
preparation of site specific drawings to be used in the new construction, alteration, and remodel of a Subway® restaurant
located in or contemplated in Nevada. If we do not designate your architect, the architect you use must be approved by
us and will be required to sign a non-disclosure agreement. You will be required to utilize the architect’s services for
the design and construction of your restaurant. The Store Design Department of FWH will have the right to approve or
disapprove any plans used in the construction of your restaurant. You will be solely responsible for all fees charged by
the architect. We estimate these fees to be between $1,500 and $3,000.

Note 8. Additional Funds. This is an estimate only of the range of initial start-up expenses for three months. These
expenses assume you lease your equipment from us, and include payroll costs but do not include royalty, advertising
fees, or food costs or any allowance for an owner’s draw. The actual amount of additional funds you will need to operate
for three months depends on a variety of factors, including the size and location of your restaurant, your own
management skill, economic conditions, competition in the area of your restaurant, the sales level reached during this
period, and other factors. We cannot estimate the operating results of your restaurant. We disclaim that by providing
these estimates of your costs we are making any representation that you will have any level of sales. The estimates are
of your costs only and do not reflect any offsetting sales revenue you may earn from operations to help pay these costs.
We do not make earnings claims. The estimate of Additional Funds for three months shown in the above chart is not
an estimate of working capital you will need, but relates only to certain expenses for the time period stated. The time
period of three months is not a representation of when you should expect to break even, if ever.

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Note 9. Opening Advertising. You must hold a grand opening sale within 4 to 8 weeks after the opening your restaurant
or a change in the ownership of your restaurant. In addition to new restaurants, this grand opening sale requirement
applies to all restaurants that relocate, remodel, or transfer to a new franchisee. If the transfer consists of an addition or
deletion of a name, the restaurant is not required to hold the sale. We recommend that you spend at least $2,000 on the
grand opening sale.

Note 10. Outside Signs. These costs do not apply to school lunch locations.

Note 11. Total. These figures are estimates of the complete investment for setting up a Subway® restaurant and
operating it for three months. It is possible to significantly exceed in any of the areas listed. Your costs could also be
substantially lower if you are purchasing a non-traditional, satellite or school lunch location. Some costs will vary in
relation to the physical size of the restaurant. A lower cost restaurant is one that will require fewer leasehold
improvements, less seating, and fewer equipment purchases. Moderate and higher cost restaurants may require
extensive interior renovations, extensive seating, and additional equipment. It may not be possible for you to construct
your restaurant at the location you selected at the lower or moderate total investment cost listed above. To avoid
excessive construction costs, we strongly recommend you choose contractors carefully by obtaining several competitive
bids before construction begins. The above figures do not include extensive exterior renovations or “key money” to the
master landlord. We have relied on our own experience of over 45 years in the restaurant business to compile these
figures.

In certain cases when you agree to buy an existing restaurant, we may require you to pay a deposit. The amount of the
deposit is usually a certain percentage of the purchase price and will vary depending on the amount of the purchase
price.

****************************************

Apart from: (1) providing financing of $10,000 of the full $15,000 franchise fee for certain first time franchisees under
our minority loan program; (2) entering into the master lease and subleasing the restaurant premises to you; and (3) loans
in connection with a Subway® restaurant, we and our affiliates do not offer assistance or financing to you directly or
indirectly. The above costs are not refundable, the location security deposit (depending upon the terms of the master
lease), and utility deposits (depending on the terms set by each local utility), as long as you are in compliance.

Additional Menu Items under the Marketwide Option Program. If you offer additional menu items under the
Marketwide Option Program described in Item 1, you will have additional investment costs. We estimate your additional
investment costs below for adding our own menu options. If you enter into a franchise agreement or a license with a
third party, the third party should provide you with the investment cost information for adding its products and concepts.

This chart is our estimate of your additional investment costs to offer our in-house additional menu programs. If your
advertising fund market has approved a menu program we designate as a Marketwide Option Program, or approves the
menu program in the future, you will have to make the investment associated with that menu program.

Costs to Add Additional Menu Items Under the Marketwide Option Program

SOUP1 OMELET
(Induction)
Leasehold Improvements $ - $200
(includes any outside signs)
Equipment (purchase not lease) 0 1,400
Freight Charges 50 200
Opening Inventory 260 200
Supplies 100 100
Opening Advertising (optional) 2,000 2,000
Miscellaneous Expenses 100 100
Additional Funds-3 months 100 1,000
(includes incremental labor)

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 TOTAL2 $2,610 $5,200
1
Equipment for the soup program is optional.
2
All costs are nonrefundable. See Item 10.

Actual costs will vary for each franchisee and each location. This additional information concerning additional
product lines is subject to the qualifications and notes mentioned above.

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 Item 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Approved Products and Services

You will purchase all required food, equipment, beverages, and other products or services typically used in Subway®
restaurants exclusively from an approved distribution center or another approved source, which could be us or our
affiliate, as we may designate. If there is not a designated distribution center or other approved source, you must purchase
or lease other food products, packaging materials, construction materials, equipment, items bearing the Subway®
trademark, and other products and materials required for the operation of your restaurant in accordance with our
specifications. Specifications are available upon request and include minimum standards for quality, construction,
economies of scale, name recognition, appearance, and function. We have written lists of approved items of food
products, packaging materials, cleaning products, construction materials, equipment, and Subway®-logoed items.

In the future, you may be required to order your food and beverage products, smallwares, and other supplies through an
approved web-based portal. You may buy certain items from any source as long as they meet our specifications and
provide proof of same upon our request. Products or services you use in your restaurant that have not been approved
by us must meet our minimum security standards. In some cases, we recommend manufacturers from whom you may
choose to purchase. We have also approved one or more suppliers (including manufacturers, distributors, distribution
centers, and other sources) as the required supplier for certain items and you must buy these items only from them unless
you request and subsequently receive approval from us to add another approved supplier for the item in accordance with
our quality control procedures. The amount of time it takes to receive approval from us may vary depending on the
item, but generally ranges from two months to one year. We may withhold approval for a substitute supplier for a
legitimate business purpose, including identification of the system with one recognized brand, obtaining volume price
benefits, or achieving uniform quality, procedures or systems.

We may change our specifications and supplier designations as a result of experience or changes in the marketplace or
law. We issue these changes to all franchisees. If you purchase a franchise for a school lunch location, you may have
to modify the menu items with different specifications in order to satisfy nutritional requirements.

Limited Time Offerings

Your choice of products and supplies, however, may be limited by the market in which you are located under the
Marketwide Option Program. You may be required to carry certain ingredients, products, packaging or smallwares for
Limited Time Offering (“LTO”) promotions, and to use the ingredients, products or packaging for these promotions
until they are depleted at both the restaurant and distributor. Ingredients, products, packaging and/or smallwares
necessary for LTOs may be automatically shipped to you one or more times throughout the duration of the LTO and
you will be responsible for the costs of the shipment(s). In limited circumstances, other required items may be
automatically shipped with prior notice to you when necessary to provide the item(s) to restaurants quickly and
efficiently, and you will be responsible for the cost of the item(s) as well as the shipment(s).

Approved Supplier and Product Criteria and Alternative Supplier Approval

We consider the manner in which we establish our standards and specifications, as well as our criteria for supplier
approval, to be confidential, and have no established policy to provide this information to franchisees or other
unapproved suppliers. We have developed a Gold Standard Program for certification of all food suppliers. A Gold
Standard is a detailed listing of every specification associated with the product. For example, the specifications for food
products include product size, product description, spice profile, slice weight, water content, nutritional profile, and
other components of a product analysis. The goal of the Gold Standard Program is to promote consistency across the
Subway® system, with all products within any category being virtually identical regardless of the supplier. All food
product suppliers must successfully complete an application process and may be required to submit product samples for
examination and testing. Gold Standard Certified food product suppliers will be subject to monitoring on a periodic or
ongoing basis. Prospective equipment and supplies vendors must meet or exceed our specifications for the equipment
or supplies. We may develop a Gold Standard for certain supplies. Equipment and supplies vendors may have to pay

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an application fee and submit samples. Standards and specifications for non-food products include minimum
requirements for weight, delivery, performance, warranties, design, and quality control. Approved suppliers are required
to pay any fees associated with any testing or auditing of their products, which may result in an upcharge on certain
products. Suppliers may also pay all or part of the costs to test new products. These costs include market research,
consumer interviews, the production of point-of-sale advertising materials and the production of television pieces.

If you want to purchase or lease equipment, packaging materials, supplies, or food products we have not approved, you
must notify us and receive approval to do so first. Suppliers must successfully complete our application and approval
process. We will advise you within a reasonable time whether the equipment, packaging materials, supplies, or food
product is approved. The amount of time it takes to receive approval from us may vary depending on the item, but
generally ranges from two months to one year. We may re-inspect and re-evaluate the facilities and products of any
previously approved supplier and may revoke its approval if we find the supplier fails to meet any of our standards and
specifications at any time.

Approved Suppliers

In any instances where we or our affiliate are an approved supplier, we or our affiliate, as applicable, may derive revenue
from your purchases. Otherwise, we and our affiliates do not derive revenue or profit from your purchases or leases but
reserve the right to do so in the future.

No current officers of DAL have any ownership interest in any approved supplier that provides goods or services to
Subway® franchisees, however, our franchisees and our Business Developers have interests in various approved
suppliers.

Equipment

Currently, we are the sole approved supplier for the majority of major items of equipment used in the restaurant. Except
as noted below, we act as an ordering and distribution agent and do not record the transaction as a sale by us to you, so
we do not report revenue on the sale. However, you may be required to pay an administrative ordering fee which we
will treat as revenue. If you purchase through us, you must pay us, by a certified or cashier’s check, the cost of the
equipment charged by the manufacturer or distributor before the allowance of any trade discounts, plus a buffer of 10%
of the cost to cover additional equipment or options you may order, as well as any sales tax, gross receipts tax, or similar
tax, delivery, or other additional charges. We may collect these taxes from you.

Real Estate

If you do not own an approved location or lease an approved location directly, then we either designate a real estate
leasing company affiliate to enter into the lease or license for the approved location and you sublet or sublicense from
our affiliate or we or the real estate leasing company affiliate own the premises and directly lease or license the premises
to you. If we or our affiliate act as landlord or licensor, we or our affiliate, as applicable, will derive rental revenues
and may retain a profit. If we or our affiliate act as sub-landlord or sub-licensor, we or our affiliate, as applicable, may
derive rental revenues and may retain a profit.

The Sublease and Sublicense impose all costs and obligations of the master lease or license on you (except that we
reserve the right to earn a profit under the sublease by charging amount in excess of amounts payable under the master
lease). We or our real estate leasing company affiliate may derive revenue from the charge of base rent, additional rent,
premiums, late payment fees, and other assessment costs and charges and can exercise the same rights as a landlord,
including, termination remedies and government payments. As of the issuance date of this Disclosure Document, we
have not charged rent.

In accordance with certain state law, including Nevada, you may be required to use an architect licensed in the state of
Nevada for the preparation of site-specific drawings to be used in the new construction, alteration, and remodel of
Subway® restaurants located in or contemplated in Nevada. You may be required to use the licensed architects that we
designate.

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POS System Hardware and Software

Currently, there is only one approved supplier for your POS system hardware. You are required to enroll in the
hardware-as-a-service component of our Restaurant Technology as a Service (“RTaaS”) program with HP to obtain a
POS System.

We and our affiliate, FWH, developed the SubwayPOS® software. FWHT is the only approved supplier and licenses it
to you with various third party components. Currently, there is no monthly software maintenance fee if your restaurant
will be located in the United States, but we may charge one in the future; however, if your restaurant is located in a
United States territory (not a state), we will charge you a monthly maintenance fee.

If you operate a co-branded location, we are the sole approved supplier for the Sub Shop/2000™ software (including
Sub Shop/2000™, Sub Shop/2000 HOME OFFICE™ System and Sub Shop/2000 In-Store HOME OFFICE Support™
software), which we will license to you. The license fee for the SubShop/2000™ software is $636.80, which includes
the license fees for the following additional software: TeamViewer or other remote management software, the Subway®
Payment Manager software, and Progress DBMS software). We are the approved vendor for the, and we will license
this software to you. We are in the process of phasing out the Sub Shop/2000™ software and will require a transition
to the SubwayPOS® software.

Our affiliate, FWH, will provide limited software support for Sub Shop/2000™ and full support for the SubwayPOS®
software. Support for Sub Shop/2000™ software may also be offered by various third parties. We will receive revenue
from the support FWH provides to Subway® franchisees worldwide through the FWH Technology Support Center.

The approved Subway® Payment Manager (“SPM”) software you must install and use to participate in the required
Subway® Card Program, and to offer the required integrated credit/debit, contactless and mobile device payment options
is only available from us. We will license the SPM software to you.

You are required to participate in the Subway MyWay® Rewards program administered by our affiliate, Subway
MyWay, LLC, for all of your new and existing restaurants, including AAFES, NEXCOM and MCCS locations. You
will be responsible for all costs associated with the program. As of the date of this Disclosure Document, your fees will
be 1.9% of the gross sales, in addition to incidental charges and subject to any annual adjustments, for each
loyalty/reward transaction made by a Subway MyWay® Rewards program member at your restaurant.

The approved service provider you must use to participate in the required Subway® Card Program is currently Value
Pay Services (“VPS”), a subsidiary of IPC. We may change the approved service provider from time to time.

You must obtain and use the payment terminal we designate to participate in the required Subway MyWay® Rewards
Program, Subway® Card Program, Remote Ordering Program and to offer the required integrated credit/debit,
contactless and mobile device payment options, which you may acquire from any approved supplier so long as it
conforms to our specifications. Currently, there is one approved acquirer and processor for payment processing services,
Adyen. The P400 payment terminal must be purchased from the third-party vendor we designate. We may change the
approved terminal and processor from time to time. If your restaurant has a drive-thru, you must purchase a barcode
reader from our approved supplier.

Currently, we have one approved supplier for catering call center services.

In-Store Broadcasting Network ("IBN") is the only approved vendor for Subway® Vision, an in-store media system
which includes promotional materials for the Subway® brand, third party advertisements and other entertaining
information for guests.

We and IPC, on the one hand, entered into an agreement with Coca-Cola North America, a division of the Coca-Cola
Company (“Coke”), on the other hand, designating Coke as the sole approved supplier of certain beverage products and
the equipment for those beverage products to franchisees. Under this agreement, you are obligated to enter into a
Participation Agreement with Coke, and serve only certain beverages licensed by Coke, subject to limited exceptions.
Franchisees of certain non-traditional locations and co-brand locations are exempt from this requirement.

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We currently designate only one approved supplier for purchasing or leasing the following products, materials, or
services. We have the right to change approved suppliers. This could result in additions to or deletions from the listings
below of products, materials, and services only available from a single source.

At present, we have only one approved supplier for each of the following items that you will buy frequently:
snacks/chips; beverages, including energy drinks and vitamin water; milk; coffee grounds, certain K-cup flavors; BBQ
Ribs; Meatballs (CA); Bacon (CA); Pepperoni (CA); Genoa Salami (CA); Roast Beef (CA); Shaved Steak (CA); Fish
Patty; Veggie Patty; Breakfast Sausages Patty; Croutons; Hot Pepper Relish; Giardinera; Hashbrowns; Applesauce;
Potato Bun (CA); Tortilla Wraps (NA); Egg White Omelet; Yellow Egg Omelet; Liquid Egg; Liquid Egg White;
Scrambled Egg Patty (CA); Cheese (all); Spices- Salt; Pepper; Oregano; Sauces (all); BBQ Sauce; Red Wine Vinegar;
Cream Cheese- Plain And Flavored; Jelly/Jams; Subway Fresh Fit for Kids™ premiums; Subway Fresh Fit for Kids™
bags; Paper Hot Cups/Lids; Lid and Soup Container; Salad Plate and Lid; Catering Trays & Lids; Straws; Cutlery Kit;
Sub Carrier; Napkins; Box Lunch; 4 Cup Carrier; Specialty Bag; Pouch Wrap; Plastic 30 oz. Cup; Subwrap; Hand
Sanitizer Dispensers; Hand Sanitizer; Sanitizer-Safe Wiper; Degreaser; Dish Detergent; Floor Cleaner; Glass &
Multisurface Cleaner; Restroom Cleaner SuperSan Sanitizer; Oven Cleaner; Antibacterial Hand Soap; Ice Clean Ice
Machine Cleaner; Sani 750 Ice Machine Sanitizer; Cube Ice Machine Cleaner; Squeeze Bottles; Bread Toppings; Gluten
Free Roll; English Muffin (CA); Biscuits; Muffins; Cinnamon Rolls; Brownies; Mustard; Ranch Dressing; and Olive
Oil Blend.

At present, we have only one approved supplier for each of the following items you will buy once or infrequently:
Sandwich Unit; Coffee Airpot; Dry-Storage; Wall Laminate; Sinks, Prep Table, Dough Retarder Cabinet; Menu Board;
Easy Slicer; Water Filtration System; Souffle Cups and Lids; T-Shirt Bags; 1/3 & 1/6 Pan Liner; 3 foot Sub Board;
Bread Measuring Equipment; Menu Board Translites (initial purchase and updated versions); Acrylic Cleaner; Blizzard
Low Temperature Cleaner; Board Bright Cutting Board Cleaner; Clear Liquid Drain Cleaner; De-Limer Lime and Scale
Remover; Stainless Steel Polish; Wipe Off Graffiti Remover; Integrated Credit/Debit Transaction Processor; Anti-Virus
Software; Credit Card Payment Processing Encrypted Mag Stripe Reader; Squeeze Bottles; Modular Soffit and Modular
Soffit Lights; office/training station, Coffee and iced tea brewer, iced tea urns, lighting, coolers, freezers, and bottled
beverage cooler. We estimate the purchase of these items from these sources will represent 14% to 30% of your total
purchases for the establishment of your restaurant, not including the shipping costs, sales tax, gross receipts tax or similar
tax. Some of these items may only be available through us from time to time.

If you have a school lunch location, you may have only one approved supplier for some food items.

We designate one or more approved insurance brokers and their associated carrier(s) under a Gold Standard Insurance
Program and you must purchase your general liability and Workers’ Compensation insurance from one of these brokers
and their associated carrier(s) unless permitted otherwise.

We designate suppliers for additional menu items and equipment offered under the optional Store Option Program and
Marketwide Option Program. Some of the equipment items for these programs may only be available for purchase
through us from time to time. Currently, there is one approved supplier for each of the following menu items and
equipment for these programs: omelet (including induction burners, pans, custom cutting board, small-wares).

SubSource, LLC, is an approved supplier of web-based software and services used in Subway® restaurants.

You must use only approved suppliers for third party delivery services. You must provide delivery services in
compliance with the Confidential Operations Manual and as we otherwise specify in writing from time to time, and you
must pay any commissions charged for their services.

Interests in Approved Suppliers

No officer owns more than a 20% interest in an approved supplier.

Purchasing Cooperative, Rebates and Negotiated Prices

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The IPC is a purchasing entity that works with us and our affiliates to approve suppliers and negotiate prices, discounts,
and other purchase and distribution arrangements for the benefit of Subway® franchisees throughout the system or in a
particular region. The IPC will not have any exclusive rights for the purchase of approved products. The IPC may earn
revenue in connection with the services it provides.

Upon signing the Franchise Agreement, IPC’s charter documents provide that you will automatically become a member
of IPC that has voting rights on a representative board (a “Member”) or an associate Member that benefits from Member
activities without voting rights (an “Associate Member”) of the IPC. You may opt out of being a Member or Associate
Member of the IPC by sending the IPC written notification, and purchase from other third-party vendors instead of from
IPC.

We and the IPC may negotiate agreements with approved suppliers, which may require contributions by the suppliers
for national or local advertising, research and development, equipment, technology and digital initiatives and other uses
benefiting franchisees. The amount of the contributions is usually determined as a specific amount of money per quantity
of product purchased by franchisees, or sometimes as a percentage of the supplier's dollar sales to franchisees of the
product. In some cases, these contributions are earmarked by a supplier for specific purposes, and we use the funds
accordingly. By way of example, suppliers that contribute to funds which benefit franchisees in the United States are
making contributions at approximately the following rates based on franchisee purchases: $0.03 - $0.10 per pound;
$0.18 - $1.00 per case; $0.052 per bag; $0.97 - $1.53 per gallon; or 2% to 37% of sales dollars. We and IPC reserve the
right to negotiate these arrangements and administer the contributions. There may be an upcharge on certain products
as a result of these arrangements.

We or SFAFT may allocate the advertising contributions to a specific region or market at our discretion and we and
SFAFT have no obligation to allocate all of the supplier contributions for advertising to any particular market. We
cannot quantify or guarantee any benefits to you as a result of any vendor contributions paid on your purchases from a
vendor or otherwise.

Vendors and suppliers may also contribute money to our Franchisee Education Fund. This fund is to be used for
Subway® franchisee educational and other purposes approved by us. The IPC will manage the solicitation of funds from
vendors and suppliers that have been collected from franchisee product purchases, which may reflect a markup. We
currently contribute any income, after expenses, from the annual Subway® convention into the Franchisee Education
Fund.

Contributions from suppliers, including manufacturers and distributors, may be negotiated on a local level with the funds
being used to promote advertising or some other use benefiting franchisees in the local market. We are not able to
provide specific information on any such local programs, but we believe that these suppliers make contributions at rates
similar to those previously discussed.

Suppliers may also pay booth fees, sponsorship fees and other fees to participate in franchisee trade shows or
conventions. These payments may subsidize our or our affiliate’s costs to hold a franchisee convention or field meeting.

We have an arrangement with a payment processing provider whereby we receive the following incentives based on
payment processing volume through our provider’s network at Subway® restaurants:
• For debit and prepaid transactions, we receive $0.014 per transaction.
• For debit interchange reimbursement fees, we receive a 0.10% incentive.
• For debit prepaid interchange reimbursement fees, we receive a 0.25% incentive.

We may negotiate other arrangements with suppliers, vendors, manufacturers or distributors. We or our designee may
receive the contributions we negotiate, or we may direct that any contributions we negotiate be placed into one or more
funds to be used for the benefit of franchisees. We cannot guarantee that you will benefit directly from any of these
contributions.

Overall Required Purchases

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The products or services we require you to purchase or lease from an approved supplier, or purchase or lease in
accordance with our standards and specifications, are referred to collectively as your “Required Purchases.” We estimate
that your Required Purchases will account for approximately 66.5% to 100% of all purchases and leases necessary to
open your restaurant, and approximately 29.5% to 37.5% of your annual costs to operate your restaurant. These
percentages will vary based on whether you lease or purchase equipment from us and whether you participate in optional
programs listed below.

Optional Program Required Purchases

If you choose to offer the following programs at the restaurant, the Required Purchases are as follows:
Soup: The Required Purchases of soup represent 15% of your total purchases in connection with establishing this menu
offering and 100% in continuing it.

Omelet: The Required Purchase of the required equipment package (including induction burners, pans, custom cutting
board, smallwares) may represent almost 30% of your total purchases in connection with establishing this menu offering
and 100 % in continuing it.

Derived Revenue

We will derive revenue from purchases you must make in connection with the operation of the restaurant as follows:

1. From direct purchases or payments made to us (used equipment, leased equipment, rental revenue, premium
charge, software licenses);
2. Rebates or purchase discounts from approved suppliers you must use.
We may designate ourselves as the sole approved supplier of any item in our discretion. During 2021, we derived
$181,279 in revenue from franchisee required purchases, which is approximately 0.063% of DAL’s total revenues of
$822,928,000.

The basis for the rebates paid by approved suppliers varies but approved suppliers are generally making contributions
at approximately the following rates based on required franchisee purchases: $0.03 - $0.10 per pound; $0.18 - $1.00
per case; $0.052 per bag; $0.97 - $1.53 per gallon; or 2% to 37% of sales dollars.

We also derive revenue from voluntary and involuntary contributions to various strategic funds, market research and
development, testing and equipment and purchase discounts from approved suppliers you are not required to use. We
collect and administer the contributions in our sole discretion. During 2021, we derived $46,369,166 in revenue from
these various contributions and discounts.

Our affiliates will derive revenue, and have derived revenue during 2021, from purchases you must make in
connection with the operation of the restaurant as follows:

1. FWHT received $11,976,973 in revenue from franchisee required purchases.

2. FWH collected $0 in voluntary fees, sponsorships and contributions made by vendors and suppliers that
supply items to you.
Except as described above, we and our affiliates do not derive revenue or profit from your required purchases or leases
but reserve the right to do so in the future.

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 Item 9
FRANCHISEE’S OBLIGATIONS

This table lists your principal obligations under the Franchise and other Agreements. It will help you find more
detailed information about your obligations in these agreements and in other Items of this Disclosure Document.

Obligation Section in Agreement Item in Franchise

Disclosure Document
a. Site selection and Franchise Agreement (“FA”) Section 4; Items 1, 6, 7, 8,
acquisition/lease Franchise Agreement Rider (“FAR”) Section I.D, II.D I.J, II.D, IV.F 11 and 12
Dual Location Test Rider (“DLTR”) Section D
Co-Brand Location Rider (“CBLR”) Section D
b. Pre-opening FA Section 5, 7, 10 Items 7, 8
purchases/leases FAR Section I.D, II.D, IV.F and 10
DLTR Section D
CBLR Section D
c. Site development and FA Section 5, 6, 7, 10 Items 6, 7, 8, 11
other pre- opening FAR Section I.D, I.a.A, II.D, II.E, IV.F, IV.G and 17
requirements DLTR Section D
CBLR Section D
d. Initial and ongoing FA Section 6, 10 Items 11 and 15
training FAR Section I.C, I.a.A, II.C, II.E, IV.F
e. Opening Section 6, 10 Items 7 and 11
FAR I.D, II.D
f. Fees FA Key Contract Data Page, Section 3, 4, 6, 10, 11, 13, 16, 18, 19, Items 5, 6, 7,
20, 21, 22, 23, 24 10 and 17
FAR Section I.D, I.G., I.H. I.I., III.A, IV.C, IV.F, IV.K, IV.M, IV.N
DLTR Section C, D
CBLR Section D, E
g. Compliance with FA Section 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 21, 22, 24 Items 8, 16 and 17
standards and policies FAR Section I.D, II.D, II.K, IV.B, IV.E, IV.F, IV.G,
/Operations Manual CBLR Section D
h. Trademarks and FA Section 5, 8, 15, 19, 23 Items 6, 13, 14
proprietary CBLR Section D and 17
information
i. Restrictions on products FA Section 9, 10, 11, 12, 14 Items 8 and 16
/services offered FAR Section I.F, II.H, IV.B, IV.G,
CBLR Section D
j. Warranty and guest FA Section 9, 10 Items 8 and 16
service requirements
k. Territorial development FA Section 4 Item 12
and sales quotas
l. Ongoing product FA Section 5, 7, 9, 10, 11, 12, 14, 19, 21 Item 8
/service purchases FAR Section I.B, I.F, II.H, IV.B, IV.G
CBLR Section D
m. Maintenance, appear- FA Section 5, 8, 9, 10, 12, 14, 19 Items 11 and 17
ance and remodeling
requirements
n. Insurance FA Section 9, 12, 19, 21 Items 6, 7 and 8
FAR Section I.D, II.G, IV.H,
CBLR Section D
o. Advertising FA Section 5, 9, 10, 12, 13, 14, 19 Items 6, 7 and 11
FAR Section III, IV.I,
CBLR Section D
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Obligation Section in Agreement Item in Franchise
Disclosure Document
p. Indemnification FA Section 20, 24 Items 6 and 7
FAR Section II.G
q. Owner’s participation/ FA Section 10 Items 11, 15
management/staffing and 19
r. Records and reports FA Section 16 Item 6
FAR Section I.G, II.I
CBLR Section D
s. Inspections/audits FA Section 8, 10, 13, 16 Items 6 and 11
FAR Section II.I
CBLR Section D
t. Transfer FA Section 17, 18 Items 6 and 17
FAR Section I.a.B, IV.M
CBLR Section D
Transfer Addendum, Exhibit G-2
u. Renewal FA Section 3 Item 17
FAR Section II.K, IV.K
Renewal Addendum, Exhibit G-1
v. Post-termination FA Section 8, 15, 19, 23 Items 6 and 17
obligations FAR Section I.F, II.H

w. Non-competition FA Section 19 Items 6, 15 and 17

covenants FAR Section I.F, II.H

x. Dispute resolution FA Section 24 Item 17

THIS SPACE LEFT INTENTIONALLY BLANK

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 Item 10
FINANCING

SUMMARY OF FINANCING OFFERED

Item Source Down Amount Term (Yrs) Interest Monthly Prepay Security Liability Upon Loss of Legal
Financed Payment Financed Rate Payment Penalty Required Default Right on
(At Max. (Note 1) Default
Loan)
Leased (Our Approx. Varies Varies Not Approx. Not Appli- See *Entire bal. *You lose
Space Designated $2,000 to Applicable $1,000 to cable Down due w/interest right to
Note 2 Affiliate) $12,000 (See $6,000 per Payment *Costs and enforce
Item 7) month (See *Depend legal fees Sublease
Item 7) s on *Termination
master of Sublease
lease *Default
under FA
Varies – in (Us) Negotiable Negotiable Negotiable Negotiable Varies None Varies Same as Same as
connection Franchise Fee Franchise Fee
with a One-time fee Above Above
Subway® of 1% of the
restaurant loan amount
Notes 3, 4 for any loan
guarantee we
make on
your behalf.

Note 1. All shareholders or other equity holders must guarantee your obligations under any financing arrangements.
See Item 15 and 17.

Note 2. If you enter into a Sublease or Sublicense for the restaurant premises, our designated affiliate will enter into the
master lease or license with the landlord. The landlord is usually an unrelated third party. The Sublease or Sublicense
(as applicable) incorporates the landlord’s form of lease or license, which will vary. You should read the master lease
or license (as applicable) and the Sublease or Sublicense (as applicable) carefully. You may also want to review these
documents with a lawyer. You must pay a security deposit, equal to two month’s rent, when you sign the Intent to
Sublease. The landlord may also require you to pay “key money”.

Under the Sublease or Sublicense, the costs and obligations of the master lease or license between our affiliate and the
landlord, are passed onto you, and we may earn a profit by charging you an amount in excess of these costs. When you
enter into the Sublease or Sublicense, our affiliate is not relieved from its obligations under the master lease or license.
Under a Sublease or Sublicense, you pay the rent or license fee for your restaurant to the landlord of the premises or to
our designated affiliate, at our option. See Sublease, Section 3 or Sublicense, Paragraph 6 (as applicable) and the
Franchise Agreement. You may have the right to prepay the lease without penalty; however, many lease agreements do
not allow payments to be made more than 1 or 2 months in advance. Under certain circumstances, your landlord or the
licensor may require us or one of our affiliates to make rental payments for your restaurant to them on your behalf. All
rental payments and related charges we pay on your behalf will be deducted from your pre-authorized account with us,
which you agree to adequately fund for such payments when due.

You may hold over at the end of the term of the Sublease only with the written consent of our affiliate. During such hold
over tenancy your rent will increase to an amount equal to 200% of the rent amount that existed immediately prior to
the expiration date of the Sublease. See Sublease Section 2.3.

Our leasing affiliate may earn a profit if you use a portion of the leased or licensed premises for any business other than
a Subway® restaurant. We and our affiliated leasing companies have an interest in compensation which often may
include, but is not limited to, lost royalties, loss of market penetration, extended down time and other factors associated
with the termination of a lease. We or our affiliate may also keep all or a portion of any landlord or government payment
for early termination of the lease. See Items 5 and 8 and Exhibits D and D-1. Our affiliate may assess late payment
fees and other costs arising from the administration of the lease. Our affiliate has the same rights as the landlord on
default to charge you for certain fees, to carry out repairs and to recover costs. You are responsible for all costs associated
with making alterations to the premises to conform to our then current image of the Subway® brand. In connection with
any such alterations exceeding $20,000, our affiliate may require you to obtain a surety bond in the amount equal to the
estimated cost of the alterations. You will be responsible for any costs associated with obtaining the surety bond.
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Each of your owners will sign and deliver to our affiliate a guarantee of the payment obligations under the Sublease.
The landlord may also require you to personally guarantee the lease or license.

The landlord may require a right of first refusal if you want to transfer your restaurant. The master lease may contain a
right of first refusal to purchase the property in which your restaurant operates. Our affiliate will not include with your
Sublease the ability to exercise this right to purchase the property. In the event your landlord elects to sell the property,
any right of first refusal to purchase the property shall remain with our affiliate. Our affiliate may assign its right of first
refusal to an assignee of its choosing, which may be an affiliate or your Business Developer. In the event our affiliate
or its assignee exercises its right of first refusal and purchases the property where your restaurant is located, our affiliate
or its assignee will become your landlord.

The individuals who sign the Franchise Agreement must also sign the Sublease and are personally liable for payments
under the Sublease. If you default under the provisions of the master lease or license, our affiliate may terminate the
Sublease on 10 days’ written notice, and you must surrender and leave the premises. See Sublease, Sections 1 and 5
and Sublicense Paragraph 4. A default under the Sublease or Sublicense is a default under your Franchise Agreement
(Franchise Agreement Section 22) and we may terminate your Franchise Agreement. Conversely, a default under your
Franchise Agreement will be a default under your Sublease or Sublicense (as applicable). See Sublease, Section 8 and
Sublicense Paragraph 4. In such case, our affiliate may evict you if you do not leave. Any action to enforce our affiliate’s
rights against you under the Sublease is not considered an arbitrable dispute under the Franchise Agreement, and is not
subject to arbitration required under the Franchise Agreement. See Franchise Agreement, Section 24. Under the
Sublicense, you and our affiliate waive trial by jury. See Sublicense, Paragraph 4. You will remain liable for payment
of the balance of the rent or license fee due under the master lease or license, and you will be liable for attorneys’ fees,
other legal and court costs that our affiliate may incur in enforcing the Sublease or Sublicense. See Sublease, Section 8
and Sublicense, Paragraph 4. Our affiliate may charge you interest on all past due amounts at the rate provided in the
Sublease, or in the master license if you sign the Sublicense. See Sublease, Section 3 and Sublicense Paragraph 4.

Note 3. The promissory note and security agreement permits us to declare the entire balance of the note due if you
default. The promissory note and security agreement you execute will be substantially similar to Exhibit K. We may
collect our reasonable costs of collection and lawyers’ fees, calculated as 15% of the unpaid loan balance. A default
under a note will also be a default under your Franchise Agreement and we may terminate your Franchise Agreement.
See Promissory Note and Security Agreement, Paragraph 10 and Franchise Agreement, Section 22. You may prepay
the note without penalty. You must pay the note in full if you wish to transfer your restaurant. See Franchise Agreement
Section 18. The note includes a general release of claims and grants to us a security interest which will be at our
discretion to determine and may be limited to the equipment or as much as all assets. You must execute pre-authorized
draft forms for your note payments.

Note 4. We may lend money to franchisees in connection with a Subway® restaurant. The terms and purposes of these
loans are negotiable and you will sign a promissory note and security agreement in the form of Exhibit K and described
in Note 3 above. In addition, we may guarantee a commercial loan with a third-party lender for a franchisee in
connection with a Subway® restaurant. There will be a one-time fee deducted from your pre-authorized account of 1%
percent of the loan amount for any loan guarantee we make on your behalf.

***************************************
We may change or eliminate these loan programs without any prior notice to franchisees. We and our affiliates did not
discount or assign to anyone (other than an affiliate) any franchisee notes, or commercial paper, prior to January 1, 1998.
When we and our affiliates do discount and assign the notes, and commercial paper to the third party, the third party
may be immune under the law to claims or defenses you may have against us or our affiliate, or the equipment
manufacturer.

We have approved HP to offer POS hardware-as-a-service to franchisees under the RTaaS program described in Item
5. You will enter into an agreement directly with HP to obtain the approved hardware, and we will collect fees you owe
to HP on HP’s behalf. We may approve other hardware vendors to lease the POS System hardware to you, or offer a
similar type of arrangement in the future, and we may collect any fees under the lease or similar arrangement on behalf
of the vendor.
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Whether, and on what terms, you can obtain financing from third parties will depend on a variety of factors, including
your own creditworthiness, the type of security you can offer, the policies of lending institutions, and the availability
and cost of commercial credit generally. You may not be able to obtain a loan. Except for payments made to us or our
affiliates under (i) Subleases or leases for constructed restaurants, and (ii) loans in connection with a Subway® restaurant,
we and our affiliates do not receive payments for the placement of financing or providing financing. We may receive
payments under the Sublease or Sublicense if you use a portion of the premises for any use other than a Subway®
restaurant, or under the lease or license if the lease or license is terminated early by the landlord or the government.
Except for the lease or license for your restaurant premises, we and our affiliates do not guarantee your obligations to
third parties. Also, you may lose your defenses against us and others in a collection action on a loan that is assigned, as
disclosed above. We do require you to sign a general release of claims as a condition of making a loan to you. The
master lease or license for your restaurant may contain a waiver of notice, confession of judgment, or a waiver of
defenses. Except as disclosed in this Item, we do not arrange financing from other sources.

Franchisees of the Subway® system are eligible for expedited and streamlined SBA loan processing through the
SBA’s Franchise Registry Program, www.franchiseregistry.com.

Item 11
FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING

Except as listed below, we are not required to provide you with any assistance.

Pre-Opening Obligations.

1. Initial training, at times and locations we designate (Franchise Agreement Section 6, Franchise Agreement
Rider Section I.C, II.C, II.E, IV.F, IX).

2. Approval of the location of your restaurant. Under the Franchise Agreement, you must operate your
restaurant only at a single site of which you and we both approve. You have sole responsibility for finding a location.
You may not be able to locate in a territory we grant to a franchisee with limited exclusivity rights. We will not
unreasonably withhold approval of a location you find. You must submit a location approval request describing the
proposed location. We will accept or reject the location within a reasonable time, providing reasons if we reject the
location. We have a site review procedure conducted at our sole option to address concerns regarding the positioning
of restaurants. Depending upon the results of the procedure, we may approve or disapprove a location or suspend
development. Our approval is not a guarantee of your success at the location. We consider the potential guest base in
the area when deciding whether to approve the location. Other factors we consider in site evaluation include traffic
patterns, proximity to strong population back-ups, visibility, and parking. In evaluating a site for a satellite location, we
also consider proximity of a proposed satellite restaurant to the Base Restaurant to allow proper servicing of the satellite
restaurant. See Franchise Agreement, Section 4; Franchise Agreement Rider Section I.C, II.D IV.F, V, VI).

3. If you do not own own an approved site or lease an approved site directly, then we provide assistance in the
negotiation of a lease, sublease, license, or sublicense by our affiliate leasing company after you confirm the restaurant’s
location by signing an Intent to Sublease (Exhibit E). After you sign the Intent to Sublease or Intent to Sublicense, our
leasing company affiliate assists us and you with negotiation of the lease or sublicense (as applicable) for your restaurant
and will sign the lease or license with the landlord or licensor (as applicable). You will then sign a Sublease or
Sublicense (as applicable) with our affiliate. The leasing and extension procedures vary or may not apply under our
programs for purchase of a specific location under the Franchise Agreement Rider. Our leasing affiliate may terminate
your Sublease if you breach the Sublease or materially breach the Franchise Agreement. See Franchise Agreement
Section 4; Franchise Agreement Rider Section Section I.C, II.D IV.F, V, VI). If our affiliate leasing entity enters into a
license for the restaurant premises, you will be required to execute a Sublicense instead of a Sublease.

4. Standards and specifications for the layout, design, appearance, and equipment for your restaurant. See
Franchise Agreement Section 5. The Operations Manual contains the standards and specifications.

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 5. A representative or Business Developer whom you may consult for advice and guidance concerning the
operation of your business, during their normal business hours. See Franchise Agreement Section 6.

6. Use of the Operations Manual and other materials for the operation of your restaurant. See Franchise
Agreement Section 9. The Operations Manual and other materials are strictly confidential and their use is subject to
Section 15 of the Franchise Agreement.

The typical length of time between the time you sign the Franchise Agreement, we approve your location, and you open
your business is 2 to 12 months. The factors that affect this time usually include difficulty of obtaining a satisfactory
site; ability to obtain a lease, financing, or building permits; zoning and local ordinances; weather conditions; shortages;
delivery and installation of equipment, fixtures, and signs; and your timetable.

Obligations After Opening. During the operation of the franchised business we will provide:

1. A representative or Business Developer whom you may consult for advice and guidance during their normal
business hours. See Franchise Agreement Section 6.

2. A program of assistance, including: (a) periodic consultations with our representative or Business Developer
in a location we designate and (b) written materials with new developments and techniques. See Franchise Agreement
Section 6.

Advertising Programs. We develop advertising programs and materials to promote the Subway® brand. We create
advertising programs designed to build restaurant sales and profits, promote the system’s identity, and produce
advertising materials for use by Subway® restaurant owners.

Advertising Fee. You will pay us the 4.5% advertising fee in accordance with the Franchise Agreement, except as noted
below. You must also contribute any amounts voted on by your local market as additional funds. We recommend you
set aside, at your sole option, an additional minimum of 2.5% of gross sales to be used for advertising geared specifically
to your restaurant. Any company or affiliate owned restaurants contribute to the Advertising Fund (defined below) on
the same basis as franchisees.

The advertising fee is the same for anyone currently buying a franchise, except as stated in Item 6.

Advertising Fund Administration. We will deposit your 4.5% advertising contribution into an advertising fund, which
contains all of the advertising contributions paid by franchisees in the United States, and which for accounting purposes,
is not considered a restricted account (the “Advertising Fund”). We and our designee may negotiate programs and
advertising contributions with suppliers, and specify that these advertising contributions be placed into the Advertising
Fund to be used solely for advertising. In limited circumstances, we or our affiliates may request a vendor to forward its
advertising contributions directly to advertising agencies or service providers for the purpose of providing advertising
services to franchisees.

SFAFT currently administers the Advertising Fund through a 3-member Board of Trustees that we our our affiliates
appoint. Those Trustees are all employees and/or officers of us or our affiliates, and the Board of Trustees does not
consist of franchisees.

SFAFT will disburse money from the Advertising Fund, including vendor contributions for advertising, to national and
local markets solely for advertising related expenses for the benefit of franchisees in conformance with our published
policies and procedures, except for the portion of vendor advertising contributions allocated to specific SFAFT
promotions. SFAFT will prepare an accounting summary of the Advertising Fund, which will be available upon written
request from a franchisee.

SFAFT was not formed to make a profit. If SFAFT has any income, SFAFT will use it solely for the collective
advertising and promotional benefit of the Subway® franchisees, and no part will benefit solely us or any individual
franchisee.

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Allocation and Use of Advertising Fund Contributions. The allocation of Advertising Fund contributions is determined
by SFAFT with input from us and the franchisee advisory board, in conformance with our policies and procedures.

Generally, your contributions to the Advertising Fund are allocated to three main areas: overhead or administrative
expenses, and national advertising. A portion of your advertising funds may also be used to fully or partially fund
advertising and marketing related brand initiatives, such as the Subway MyWay® Rewards Program. A small portion of
the advertising funds are occasionally used for local and regional promotions. SFAFT does not use any portion of the
advertising contributions to solicit new franchise sales. SFAFT plans to commit the advertising funds for advertising
for the upcoming year by the end of the fiscal year. Excess funds may be used for media placements or promotions for
the upcoming year.

During the last fiscal year of SFAFT ending on December 31, 2021, SFAFT spent approximately 73% of its total revenue
in the United States on U.S. network media placement, 16% on production of advertisements and other promotional
materials, 8% on administrative expenses, and 1 % on other advertising and marketing related activities such as loyalty
programs and technology initiatives. Total expenses for 2021 were approximately 100% of total revenues.

SFAFT may purchase advertising on radio and television, in newspapers, direct mail, free standing inserts, and other
advertising and promotional vehicles, on the national and local level. Advertising expenditures at the local level are
intended to benefit all franchisees within the local market and advertising expenditures at the national level are intended
to benefit all franchisees in the US.

In the future, we or one of our affiliates may commission the production of advertising materials, including television
commercials, which we or they will offer to franchisees on the national and local level. We and our affiliates do not
need permission from SFAFT to produce advertising materials. Generally, the costs for production of these materials
are included in the portion of Advertising Fund contributions allocated to overhead or administrative expenses.
However, in certain circumstances, we and our affiliates may charge a usage fee to franchisees to offset the costs of
production, which will be paid from the portion of Advertising Fund contributions allocated to national or local
advertising. Alternatively, we or our affiliates may allocate money from the vendor advertising contributions to a
national advertising fund to pay for all or a portion of the costs for these materials. In the last fiscal year, all of the
vendor contributions for advertising were allocated to SFAFT and we did not actively conduct any advertising campaign
except through our support of SFAFT.

Neither we nor SFAFT are obligated to advertise in the immediate vicinity of your restaurant; however contributions to
the Advertising Fund will be used for the benefit of all Subway® franchisees. We cannot quantify or guarantee any
benefits to you as a result of your contributions to the Advertising Fund or any vendor advertising contributions paid on
your purchases from a vendor. Disbursements from the Advertising Fund for various advertising and marketing related
brand initiatives may not benefit you in proportion to the amounts you contributed or that vendors contributed as a result
of your purchases from the vendor.

Franchisee Advisory Board. Franchisees that meet certain qualifications have the opportunity to be elected or appointed
to a franchisee advisory board. The SFAFT US Advisory Board functions in an advisory capacity and consults with and
advises us and SFAFT about advertising, marketing and promoting the Subway® brand nationally in the US.

All requirements, qualifications, and responsibilities with respect to Advisory Board Members are contained in the
Governance Manual and are subject to change and may be amended by us at any time.

Franchisee Created Advertising and Subway Fresh Fit for Kids™ Program. You may develop advertising materials for
your own use at your own cost. Individual restaurant advertising includes but is not limited to internet coupons, point
of purchase advertising materials, receipt advertising, fliers, billboards, team sponsorships, radio partnerships, cross
promotions with other retailers, etc. All advertising materials you develop must be approved by us prior to distribution
as provided in the Operations Manual. Any use of Social Media must comply with the Social Media Guidelines as
amended and as set forth in the Operations Manual. We have the power to approve or disapprove of any use of the
trademarks in advertising or developed by you. You must participate in, and comply with the requirements of, any sales,
marketing, advertising, and promotional programs we implement, and you must use only the materials and media for
these programs that we designate or otherwise expressly approve.

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If your restaurant is located in a market which offers the Subway Fresh Fit for Kids™ program you must purchase
premiums directly from the distributors we designate in connection with each promotion offered under the program.
The premiums may involve the promotion of a movie, or television program or may consist of other licensed property.
Typically, four premiums are featured within each Subway Fresh Fit for Kids™ promotion. As part of the overall
marketing strategy, SFAFT may offer other promotions with other premiums, which you may be required to purchase
from the distributors we designate.

Computer and Cash Register Systems. You must use an approved computer-based point-of-sale system system (“POS
System”) in all of your new and existing restaurants, with required software. We may waive this requirement for some
satellite restaurants, co-brand locations, and some non-traditional locations under certain circumstances. You must also
provide us with a business email address and cellular phone number that you will use to receive electronic
communications and calls from us or our affiliates. You must report and transmit sales and specified business
information to us electronically at weekly or other intervals we direct for all new and existing franchises that you own.
Data transmission requirements include but may not be limited to the following: all data generated at the point of sale,
including detailed sales transactions; name and title of employees; employee time punches; labor schedules; inventory;
and purchase orders for food distributors. You must also use our control systems to manage your business. We may
have independent access to your sales information, and you are required to connect your POS to our LiveIQ reporting
system, which transmits transactional data to us in near real-time.

During the term of the Franchise Agreement, you will be entering into software license agreements and consenting to
other technology programs/initiatives electronically in connection with the operation of your restaurant, if permitted by
local law. If more than one individual signs the Franchise Agreement, any one individual may accept software license
agreements and consent to technology programs/initiatives, like remote access to your POS System, on behalf of all
individuals named as franchisee on the Franchise Agreement. By virtue of such acceptance or consent by one of you, all
of you agree to be bound by it. You may delegate access to and configuration of your POS System to the manager of
your restaurant to permit the manager to configure your POS system for updates on your behalf. However, some POS
system updates may only be accessible by you.

You have a contractual obligation to upgrade or update your POS system to maintain full operational efficiency and to
keep pace with changing technology and updates to our requirements. We may, from time to time, remotely access your
POS System with your consent in order to maintain system security, perform routine system maintenance, provide
technical support, increase operational efficiency, install updates to software programs and/or applications, or install or
remove software programs and/or applications. In the event you wish to withdraw consent, you must follow the
procedures set out in the Operations Manual. If you withdraw consent, we will not be able to provide you with the
proactive support necessary to maintain the optimal functionality of your POS System, including your POS system
software.

Your POS software must be upgraded within 3 months of receiving notice of a required software update from us. If you
are using the SubwayPOS® software, updates will be sent and installed to your POS system automatically. If you are
using the SubShop/2000™ software, you must log on to the Subway® intranet website to download any required
update(s).

Approved POS System Hardware and Software. You are required to use a computer-based point-of-sale system (the
“POS System”) which must be obtained from an approved POS hardware vendor. Currently, our approved hardware
vendor is Hewlett Packard (“HP”). We may change hardware vendors, or approve one or more additional hardware
vendors in the future. You are required to enroll in the hardware-as-a-service component of our Restaurant Technology
as a Service (“RTaaS”) program with HP to obtain a POS System. We estimate the cost of the base package in the
RTaaS program to be $57 per month, exclusive of tax and shipping charges. Additional hardware and services may be
added to this base package as the program evolves and/or the technology needs of the brand expand, which may result
in additional costs. Additional packages at varying monthly rates may also be offered in the future. Under the RTaaS
program, we may act as a collection agent for HP and collect fees you owe through your pre-authorized account. You
will also be responsible for any costs you incur in connection with the transition from the current POS System you use
to the POS System you obtain under the RTaaS program.

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The POS System available from HP comes with Windows 10, Intel i5-6500 3.2GHz (quad-core) processor, 15’’
Projective Capacitive LCD Touch Screen, 32GB USB Flash Drive, 120GB Solid State Drive, 100/1000 Network
Card, Integrated fingerprint reader, Integrated Customer Display, Epson TM-T88V Receipt Printer, Powered USB
Cable, Media Cash Drawer with till insert and 2 keys, UPS Battery Backup, keyboard, mouse. We estimate that this
system will cost approximately $2,400 plus taxes and shipping. The report printer is a separate charge of $135. Optional
items are available at an additional cost and include USB modem, DVD/CD-ROM, and coin dispenser.

All HP POS systems include a 5 year on-site service warranty. The on-site service is available 7 days a week with a 4
hour response time once a problem is identified.

The specifications of the HP POS System will change as the manufacturer and software providers upgrade their products.
Future hardware standards must be met on the compliance date we impose.

The approved POS software (discussed below) is an additional cost, as outlined below; itmay come pre-installed on the
approved POS hardware, or, you may be required to obtain it separately through us.

Currently, we have approved the following POS software: SubwayPOS® software and Sub Shop/2000™ software.

• SubwayPOS® software: SubwayPOS® is the required POS software for all restaurants, except co-branded and
exempt non-traditional restaurants. The SubwayPOS® software is owned by our affiliate, FWH Technologies,
LLC (“FWHT”), and is licensed to you by us. We may derive revenue from doing so. If you use SubwayPOS®
software, you will be bound by the SubwayPOS® End User License Agreement in a form substantially similar
to Exhibit A-3-1. The SubwayPOS® End User License Agreement grants you the right to use the software on
one or more POS Systems in one or more of your Subway® restaurants, but you acknowledge you must acquire
a separate license to use the software on each POS system you operate. A license to use the SubwayPOS®
software may not be shared or used concurrently on separate POS systems. You may transfer all or part of your
rights under the SubwayPOS® End User License Agreement to another Subway® franchisee in good standing
with us with our prior written consent. We may make changes to the SubwayPOS® End User License
Agreement at any time in order to keep pace with advances in technology and other initiatives, and you may be
required to agree to our then current form of SubwayPOS® End User License Agreement in order to access
required software updates.

• Sub Shop/2000™ software: Licenses for the SubShop/2000™ software will only be offered to co-branded
locations. The Sub Shop/2000™ software was developed by Franchise Technologies, Inc. (“FTI”). We will
license the Sub Shop/2000™ software to you, and may derive revenue from doing so. Before you may place
an order for the Sub Shop/2000™ software, you must sign a disclaimer acknowledging certain limitations of
the software when used outside of the United States and Canada. If you use the Sub Shop/2000™ software,
you will be bound by the Sub Shop/2000™ Software License Agreement in a form substantially similar to
Exhibit A-3. The Sub Shop/2000™ Software License Agreement grants you the right to use and install one
copy of the software on a single POS System and may not be shared or used concurrently on separate POS
Systems. You may only transfer the rights granted by the Sub Shop/2000™ Software License Agreement
together with the sale or transfer of the POS System to another Subway® franchisee in good standing with us.
In order to do so, you must send us a written request to [email protected].

One individual listed on the Franchise Agreement or one representative on behalf of an approved entity franchisee may
accept the SubwayPOS® End User License Agreement or Sub Shop/2000™ Software License Agreement on behalf of
all individuals or the approved entity identified as franchisee on the Franchise Agreement. You must consult with all
such individuals or any necessary representatives of an approved entity franchisee before accepting to be bound by the
SubwayPOS® End User License Agreement or Sub Shop/2000™ Software License Agreement.

The SubwayPOS® and Sub Shop/2000™ software are used in conjunction with several software programs and
applications, including, but not limited to, front counter, Menu Manager, near-real time reporting (“Subway Live IQ™”),
workforce management (“Live IQ - Labor”), business intelligence (“SubwayIQ”), Dashboard, Subway® Payment
Manager software, Progress DBMS software, TeamViewer or other remote management software, remote access and
software deployment application (“BixFix Endpoint Management Software” or “BigFix”), and antivirus software

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(Akamai Enterprise Threat Protector and VMware Carbon Black). One or more of the software programs and/or
applications described above may only be used in conjunction with Sub Shop/2000™ software or SubwayPOS®
software. Also, one or more of these software programs and/or applications be owned by third parties and licensed to
one or more of our affiliates with the right to sublicense it to you.

For use of the Sub Shop/2000™ software (including any additional necessary software or modules) you will pay us an
initial license fee of $636.80, which includes the initial fees for the following additional software: TeamViewer or other
remote management software, the Subway® Payment Manager software, and Progress DBMS software. You will also
pay a third party supplier an annual licensing fee of $47 for the Progress DBMS database management software that is
used in conjunction with the SubShop/2000™ software. This fee may also increase, particularly as more restaurants
worldwide transition to the SubwayPOS® software.

Currently, if your restaurant is located in the United States, monthly maintenance fees for the SubwayPOS® software
are covered by what is referred to internally as the “strategic fund”; franchisees in the United States are not billed directly
for the fee. In the future, we may change this funding structure and charge you directly for a monthly maintenance fee.
If your restaurant is located in a territory of the United States, including but not limited to Guam, Northern Mariana
Islands, Puerto Rico, and US Virgin Islands, you will pay a monthly Restaurant Technology Fee of approximately $35.
This monthly Restaurant Technology Fee may be subject to change each year.

In the future, co-branded locations will be required to discontinue their use of the Sub Shop/2000™ software in favor
of the SubwayPOS® software. If you do not discontinue your use of the of the Sub Shop/2000™ software within the
time we permit, you will be required to pay us a monthly menu management fee of $15 for each of your POS terminals
and an annual maintenance fee of $400 to cover our or our affiliate’s costs for providing software services to you for
the Sub Shop/2000™ software. These costs may increase. In no way is the assessment of these fees to be construed as
permission from us to continue to use Sub Shop/2000™ software in any restaurant without a waiver, nor will your
payment of them relieve you from any default under your Franchise Agreement for the restaurant in which you are not
using the SubwayPOS™ software after it becomes required for the restaurant.

You must also install and use the approved Subway® Payment Manager (“SPM”) software which is only available from
us. We will license the SPM software to you. If you use the SubwayPOS® software, your use of the SPM software is
subject to the terms and conditions of the SubwayPOS® End User License Agreement. However, if you operate your
restaurant at a co-branded location and use the Subshop/2000™ software, you will be required to execute the Subway®
Payment Manager Software End User License Agreement electronically or by hard copy in a form substantially similar
to Exhibit A-3-2, in order to use the SPM software. One individual listed on the Franchise Agreement or one
representative on behalf of an approved entity franchisee may accept the agreement on behalf of all individuals identified
as franchisee on the Franchise Agreement or the approved entity franchisee. You must consult with all such individuals
or any necessary representatives of an approved entity franchisee before accepting to be bound by the Subway® Payment
Manager Software End User License Agreement. The Subway® Payment Manager Software End User License
Agreement grants you the right to use and install one copy of the software on a single POS System and may not be
shared or used concurrently on separate POS Systems. You may transfer all or part of your rights under the Subway®
Payment Manager Software End User License Agreement to another Subway® franchisee in good standing with us with
our prior written consent. We may make changes to the Subway® Payment Manager Software End User License
Agreement at any time in order to keep pace with advances in technology and other initiatives, and you may be required
to agree to our then current form of Subway® Payment Manager Software End User License Agreement in order to
access required software updates. We or an affiliate may earn a profit from the licensing of the SPM software.

You are required to participate in the Subway® Card and Remote Ordering programs. To support the Subway® Card
Program, you must obtain card services from Value Pay Services, LLC (“VPS”), a subsidiary of the IPC. You will pay
VPS an initial fee of $60 to $140, which includes initial Subway® Card inventory, envelopes and a Subway® Card
display. Additional Subway® Card supply costs about $0.10 per card, $.06 per envelope and $20 per display. Certain
non-traditional locations must purchase a Vx520 payment terminal to process gift card transactions. The cost of the
payment terminal is $250. You will pay VPS a redemption fee equal to 2.5% of each transaction amount in which the
Subway® Card was redeemed by a guest.

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You are required to accept credit/debit, contactless and mobile device payments. You are required to use the integrated
payment solution we designate, which includes use of a designated acquirer and processor for payment processing
services and integration of your payment terminal and bar code reader into your POS system, in all of your new and
existing restaurants, unless we grant you a waiver. We are in the process of transitioning to new payment terminals and
a new integrated credit/debit payment processor. The P400 payment terminals is required for use in all locations, except
certain non-traditional locations which are required to use a Vx520 terminal for processing gift card transactions only.

All new and existing restaurants are required to purchase the P400 payment terminal from our approved supplier.
Payment plans will vary depending on when you purchased the P400 payment terminal. Any new or existing restaurants
which purchase a Vx820 payment terminal after December 1, 2019 and prior to the date that the new P400 payment
terminals become available for your location will be charged 5 installments of $43 per month through August 2020 for
the P400 payment terminal and third party installation.

If you have not already purchased a Vx820 payment terminal by the time the new P400 payment terminals become
available in your area, you will pay the third party vendor we designate a one-time fee of $237 for the P400 payment
terminal. You may be required to purchase additional payment terminals from us if you have more than one POS
terminal at your restaurant.

We estimate the life cycle of a payment terminal is 5 years. You are required to update your payment terminal or
transition to a new payment terminal as we require to maintain operational efficiency and to keep pace with changing
technology and updates to our requirements or payment industry standards.

You will purchase the barcode reader from us for $170 or $180 if your restaurant has a drive-thru.

You are required to accept the following credit card brands, unless we grant you a waiver: VISA, MasterCard, Discover
and American Express. To process card payments, you must have a high-speed broadband connection that meets our
standards and specifications. If the transaction is processed through Adyen, you will pay Adyen an Acquirer Fee of
approximately $.010. You will also pay Adyen Network and Interchange Fees, which vary depending upon the credit
card brand and type of transaction. Typical Network and Interchange fees for the required credit card brands range from
$.22 per transaction to 2.4% of the total transaction amount plus an additional $.10 per transaction. Adyen will then
forward the Network Fee to the applicable credit card brand and the Interchange fee to the guest’s bank. The Acquirer,
Network, and Interchange fees will be charged for all credit and debit card purchases whether they are made remotely
through the remote order website, Subway® mobile app or other payment app, or the catering call center (“Card Not
Present Transactions”) or in-restaurant (“Card Present Transactions”). These fees may be re-negotiated over time and
are subject to change.

In the future, we may approve additional hardware and software vendors. We may charge additional fees for any such
future hardware and/or software that we require. You will be required to comply with such changes.

Approved PC-based POS System Hardware and Software Support: The FWH Technology Support Center (“Support
Center”) will provide limited hardware support, and Sub Shop/2000™ and SubwayPOS® software support. Hardware
support available from the Support Center for franchisees using the HP POS Systems with a current warranty is limited
to troubleshooting and/or an initial diagnosis of the hardware issue at which time you will be referred to HP Technical
Support. Please do not contact HP directly for hardware support issues until you have been instructed to do so by the
Support Center. The initial diagnosis of the hardware issue is provided free of charge for SubwayPOS® users. For Sub
Shop/2000™, support is available at the following rates:

Sub Shop/2000™ Support1,2

Monday – Friday , 7am- 9pm
1
First 2 minutes are free, $2.60 /minute
($26 minimum /$150 maximum)

1Critical incidents, such as the inability to ring up sales or process payments, will be given top priority for support. Critical incidents should be
addressed over the phone, by calling the FWH Technology Support Center. For non-critical incidents, franchisees should submit an incident
report ticket online.
2In the future, we may discontinue support for Sub Shop/2000™.

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We reserve the right to change this fee structure at any time. Your fees for software support will be higher if you do not
provide us with your consent to remotely access your POS System. Once SubwayPOS® is required for all co-branded
locations, support for SubShop/2000™ may be discontinued.

HP will provide hardware support to franchisees using an HP POS System during normal business hours from 9:00 AM
local time to 5:00 PM local time. Extended hours may apply. You may contact HP technical support at the number listed
on Subway® intranet site. Hardware support provided by HP is free of charge while the products are under warranty. If
a product is no longer under warranty, franchisees will be responsible for the full cost to replace any defective parts.

Subway MyWay® Rewards Program. You are required to participate in the Subway MyWay® Rewards program
administered by our affiliate, Subway MyWay, for all of your new and existing restaurants, including AAFES,
NEXCOM and MCCS locations. In order to participate, you must have a high speed internet connection and the
SubwayPOS® software. Guests who are members of the program will be able to earn and redeem tokens and rewards
that may be used toward purchases made at Subway® restaurants. Tokens are earned through member purchases and
bonus programs and promotions.

As of the date of this Disclosure Document, fees will be 1.9% of the gross sales, subject to any annual adjustments as
stated below, for each loyalty/reward transaction made by a Subway MyWay® Rewards program member at your
restaurant. You will be charged this fee on all loyalty/reward transactions made by a program member for all of your
new and existing restaurants. All Subway MyWay® Rewards program fees will be deposited into a settlement fund
administered by Subway MyWay, LLC or another affiliate we designate. You may also incur incidental charges for
supplies associated with your participation in the program. For each loyalty/reward purchase in which a $2 reward or a
“Surprise Reward” is redeemed by a Subway MyWay ® Rewards program member, you will be reimbursed for 30.9%
of the cash value of a $2 Rewards and/or “Surprise Reward” redeemed for that purchase. All redemption costs for the
loyalty card/reward program will be paid out from the settlement fund administered by Subway MyWay, LLC. The
fees and reimbursement rates associated with the loyalty/reward program are based on an average cost of goods sold for
the US. We will review the average costs of goods sold in the US on an annual basis. As a result, your fees and
reimbursement rates for the loyalty/reward program may change annually. Funds deposited into the settlement fund may
be used for promotional costs, and to support Subway MyWay® Rewards program innovation, technology & initiatives.

Subway® Remote Ordering Program. You are required to participate in the Subway® Remote Ordering Program to
accept and process individual orders for Subway® menu items from guests. The online ordering website and the Subway®
mobile application are managed by the FWH Technology Department and its subcontractors. Orders placed by guests
online or with the Subway® mobile application will be routed to the guest’s chosen restaurant. To participate in the
required Remote Ordering Program, you must review and download the Remote Ordering materials and ensure your
POS System and remote order menus are current and by keeping local items up-to-date. You must also display the
required signage and install external speakers for your POS hardware. Currently, there are no additional fees to
participate; however, you will incur credit card processing fees on these transactions. These processing fees will be
charged to you and collected by the credit card acquirer and processor we have designated on a monthly basis.

Confidential Operations Manual. You will have access to a copy of the Operations Manual in electronic form on the
Subway® intranet website. This electronic version will be updated periodically. We do not normally issue the Operations
Manual to prospective franchisees but will permit you to inspect the Operations Manual at FWH’s headquarters or at
your Business Developer’s office or elsewhere, upon your request, before you purchase the franchise.

We may modify the Operations Manual, unilaterally at any time during the term of your Franchise Agreement under
any condition and to any extent which we consider necessary, to meet competition, protect trademarks, service marks,
copyrights or trade names, or improve the quality of the product or service provided by the Subway® restaurant, if
modifications are applicable to all franchisees. We may have policies and procedures which apply only to certain
programs, such as satellite, non-traditional, school lunch, catering or the breakfast program, and these policies and
procedures do not apply to franchisees not participating in the program.

Training Programs. Before you open for business, you or your Designated Manager, and any other employees we
require pursuant to the Operations Manual, must successfully complete the Worldwide Training Program (the “Training
Program”) to our satisfaction. For most effectiveness, we recommend that you schedule your training as close to the

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restaurant opening as possible. If you are purchasing an existing restaurant through a transfer, we must approve your
transfer before the Global Learning and Development Department of FWH will register you for training. You must
attend training before the close of the transfer, unless we permit otherwise.

You may request permission from us for your restaurant manager to complete the Training Program alongside you or
your Designated Manager. Managers that attend training will receive a certificate from us indicating that they have
attended the Training Program as a non-owner.

If you do not have a Designated Manager successfully complete the Training Program, then you must successfully
complete it. Under these circumstances, you will be exempt from attending the Training Program if: 1) you are a current
franchisee purchasing an additional Subway® restaurant and previously passed training, 2) you are a former Subway®
franchisee but you passed training within the past 2 years, or 3) you are purchasing your first Subway® restaurant but
you successfully completed the Training Program less than 2 years ago and after serving as a Designated Manager.

Other than as outlined above, you may apply for a waiver of the Training program if you pass a Training Equivalency
Exam as detailed below and: 1) you are currently a franchisee purchasing an additional Subway® restaurant but have not
previously attended training, or 2) you are a former franchisee and you have not owned or operated a restaurant in 2 or
more years; or 3) you are purchasing your first Subway® restaurant but you successfully completed the Training Program
more than 2 years ago, after serving as a Designated Manager, as described below. If we grant you an exemption, you
will be required to complete the Sandwich Artistry Curricula and additional web-based training courses. These training
courses are located in the University of Subway® section of our Subway® intranet website and will account for
approximately 5 hours. Within 30 days of completing these courses, you will be required to pass a Training Equivalency
Exam which must be taken at your Business Developer’s or Subway Market Operations’ office. If you fail the Training
Equivalency Exam, you will be required to attend and successfully complete the Training Program.

If you sign the Franchise Agreement Rider, Part I.a, you or your Designated Manager and your Director of Food Services
or an equivalent individual (if a different person), or, if you sign the Franchise Agreement Rider, Part II, you or your
Designated Manager and your Manager of Cafeteria Services and the manager of the restaurant (if a different person)
(in each case, the “Manager”), must successfully complete a training program before opening the restaurant. If the
Manager is dismissed from the training program, you must appoint an individual to assume the position of the Manager
to successfully complete the training program within 30 days after we give you notice. If you replace the Manager of
the restaurant, the new manager must successfully complete the training program before assuming the position of
manager, or at least within 30 days after the new manager replaces the prior Manager. We or the Business Developer
may conduct the training program locally. Training will be at a location or at locations selected by the person providing
the training, which may include the city in which your restaurant will be located, or other Subway® restaurants, and may
include web-based courses. You understand and agree you will most likely not receive the training provided at the
Training Program and conducted at one of the training centers listed below. You agree the local, reduced training
program will satisfy our training obligation to you.

We do not charge a fee for the first two persons attending the Training Program prior to the transfer of ownership.
However, we charge a cancellation fee if you fail to participate in your scheduled training or if you cancel your
registration with less than 10 business days’ notice. For additional persons attending the Training Program, the training
fee is $7,500 per person. You are responsible for all of your personal expenses, and the personal expenses of your
Designated Manager, Director, Manager and/or designee (as applicable), including lodging, meals and costs and
transportation to and from the in-person and “on-the-job” training sites where you will train.

On or after June 1, 2020, your restaurant employees will be required to complete in the restaurant, the Sandwich Artistry
1 course and/or certain other training courses we designate from time to time. You will be responsible for all costs
incurred in connection with this requirement.

As part of the Training Program and after you purchase your franchise, we may require you to work at an existing
restaurant in your area for a minimum of 66 hours. You will be responsible for all personal expenses. Upon completion
of this work, you may be required to successfully complete a test or a course on the University of Subway®, or some
other assessment, as we direct. Your Business Developer/Director of Field Performance will schedule your training
shifts in an approved training restaurant. You must also complete and pass our prerequisite web based training courses
in order to progress in the Training Program, including, but not limited to: the Sandwich Artistry and Sandwich Artistry
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2 Curricula located in the University of Subway® section of our Subway® intranet website, which will account for 10
hours of training; brand training, which will account for 1 hour of training; and global anticorruption training, which
will account for 0.5 hours of training. In addition to the prerequisite web-based training courses, you must complete a
minimum 28 hours of pre-requisite in-restaurant training (included in the 66 hours referenced above).

You or your Designated Manager may be required to pass all our assessments, business plan reviews, during of the
training program, unless you are otherwise exempt. If you or your Designated Manager fail these assessments, you or
he/she will have the option to be reassessed, and, with respect to your Designated Manager, you may be required to send
a replacement within 30 days. If you or he/she fail the reassessment or opt not to take it, we may dismiss you from the
Training Program, cancel your Franchise Agreement and refund one-half of your franchise fee.

In order to successfully complete the Training Program, you or your Designated Manager must have: (i) 100%
participation in all components; (ii) an 80% final grade on all pre-requisite web-based training courses and the in-
restaurant component of the course; and (iii) an 80% average on all assessments. You or your Designated Manager will
be required to retake and successfully complete the Training Program if you or your Designated Manager fail to complete
the program to our satisfaction. We will not reimburse you for any incurred expenses, including travel expenses.

Those attending training will be provided with a copy of the Code of Business Conduct (the “CBC”) in the Training
Handbook emailed upon registration for Training, which trainees must sign. Alternatively, this can be downloaded as
part of the self-registration process. The CBC requires that all staff, students and guests act in a professional manner at
all times during the Training Program. Training attendees must adhere to the CBC while on our property, in training
restaurants, at area hotels and while attending any of our functions, dinners and social gatherings which might be
considered a Subway® sponsored event. We may dismiss you from the Training Program and terminate your Franchise
Agreement if you fail to act in accordance with the CBC. Your franchise fee will not be refunded under these
circumstances. We may dismiss your Designated Manager, Director of Food Services or Manager of Cafeteria Services
(as applicable) from the Training Program for failure to act in accordance with the CBC. In such an event, you will be
required to appoint an individual to assume the position and satisfy our training requirements within 30 days after we
give you notice. You or the Designated Manager that attends training must sign a confidentiality agreement.

We offer a portion of the Training Program either by way of online webinar or in-person which is led by our FWH
Trainers at our regional training centers. The “on-the-job” training site is a Subway® restaurant. You will be responsible
for your own transportation to and from the classroom, if applicable, and “on-the-job” training sites. Classroom work
accounts for approximately 15 hours, and you will have approximately 66 hours of on-the-job training at nearby
restaurants. You will also have from two to three hours of homework per evening. The full franchisee experience is a
combination of virtual training, access through our University of Subway platform, in restaurant training and classroom
coaching (currently classroom training is virtual).

We may modify the training courses from time to time. Any changes made to the training courses will be referenced in
the Operations Manual. The Training Program uses the Operations Manual, a course workbook, and other written
materials.

The Training Program is under the guidance of Judah Butler Sr., Manager of Global Learning & Development,
accompanied by a full-time trainer who conducts training sessions and field engagement. Mr. Butler has 7 years of total
training experience, including 5 with us. The minimum educational and experience requirements for these individuals
are a bachelor’s degree with training credentials or corporate training experience. Other members of FWH may assist in
the Training Program. Franchisees of the training restaurants and their managers conduct the on-the-job training. All
restaurant trainers must successfully complete the Training Program themselves and receive instruction in training
methods. Restaurant trainers also have at least 2 meetings and refresher training sessions annually.

The Training Program includes instruction in the following subjects:

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 TRAINING PROGRAM

Subject Hours of Prerequisite Hours of Hours of On-the-

Web-Based Training Facilitated Job Training
Courses Training
Sandwich Artistry Curricula 6.0 - -
Global Anti-Corruption 1.0 - -
Sandwich Artistry 2 Curricula 4.0 - -
Orientation Administration, Introduction & Goal Setting 1.0 - 1.5
SubwayPOS™ & Retail Technology 7.0 - -
Control Sheets Introduction, Mechanics & Analysis 3.5 1.0 -
Customer Experience & Thru-Put 2.5 - -
Leadership - 2.0 -
Scheduling Restaurant Employees 1.0 - -
WISR Introduction, Mechanics & Analysis 4.5 1.0 -
Goal Setting & Growth Mindset 2.0
Great Teams: Recruiting & Hiring 1.0 1.0 -
Great Teams: Developing Your Staff - 0.5 -
Great Teams: Motivating and Inspiring Employees 1.0 0.5 -
Restaurant Security & Video Surveillance 1.0 - -
Incident Management 1.0 - -
SubwayIQ & LiveIQ 1.0 - -
Food Ordering 1.0 - -
Store Marketing & Strategies for Business Growth - 2.0 -
Leadership - 2.0 -
Goal Setting - 1.0 -
Growth Mindset - 1.0 -
Reviews, general discussion - 1.0 4.0
Introduction to In-restaurant Training - - 0.5
In-restaurant Training - - 60.0
Assessments 5.0 - -
Total Hours 41.5 15 66.0

* Time spent on quizzes for web-based prerequisite training courses is accounted for in the appropriate subject listed above.

Note 1. Trainers rotate so you may have any one of them for a given subject.

Note 2. On-the-job training in local Subway® restaurants consists of 66 hours of instruction. On-the-job training allows
you to gain first-hand experience in sandwich preparation, restaurant maintenance and restaurant operations. There is
no specific time allocation by subject because this varies with the needs of each training group.

After you purchase your restaurant and successfully complete training, you and your staff may also be required to
complete additional courses on the University of Subway®. We or your Business Developer or Director of Franchise
Performance will notify you when additional courses become required.

We and our affiliates have offered in the past, and may offer in the future, additional training courses dealing with
management, paperwork, advertising systems, and multi-unit ownership. These courses are optional and given at the
regional training centers or may be available on the University of Subway®. Additional educational materials are
available to you and your employees on the University of Subway® and other sources, which include: the Subway
Conferencing System, In-restaurant Trainers Guides, and class room courses.

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Manager Training Opportunities for Non-Traditional Franchisees. If you are an institutional-type or other franchisee
signing the Franchise Agreement Rider, we may grant you permission to provide your own manager training program
which your Managers may complete in lieu of the Training Program. If you sign the Franchise Agreement Rider, the
option to train your Manager applies only to a second or subsequent franchise purchase; both the Director and Manager
must complete the Training Program in connection with your first franchise purchase. Your Manager must successfully
complete the Training Program or the training taught by the Certified Manager Trainer, whichever option applies, before
the restaurant opens.

If we determine in our reasonable judgment you are not operating your restaurant up to our standards set out in the
Operations Manual, we may required your current manager for your restaurant to attend remedial training within thirty
(30) days after we give you notice.

Non-Traditional Certified Manager Training Program: If you and/or your Manager are certified as a Certified Manager
Trainer, this certification remains valid so long as you or the Manager train a minimum of one manager per year. You
may then satisfy the training obligation in any of your subsequent Franchise Agreements by having your Certified
Manager Trainer train your other managers.

Your Business Developer or Director of Franchisee Performance may offer the Manager Training Course for restaurant
managers. At our option, this may satisfy the requirement to send your Manager to training. You will pay all personal
expenses, transportation, lodging and other expenses your manager will incur to attend an optional training program.
Please contact your Business Developer or Director of Franchisee Performance for more details concerning the costs
and classes offered for this optional program.

THIS SPACE LEFT INTENTIONALLY BLANK

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 Item 12
TERRITORY

You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own,
or from other channels of distribution or competitive brands we control.

You will not receive any territorial rights and there are no radius restrictions or minimum or maximum population
requirements which limit where we can license or open another Subway® Restaurant, unless otherwise provided under
applicable state law.

We do not presently intend to establish other franchises or company- or affiliate-owned outlets selling similar products
or services under a different trade name or trademark, but we reserve the right to do so. In the future, we may offer our
own branded product lines under a separate license. We may charge an additional license fee. We may establish units
as separate franchises not located within a Subway® restaurant. We and our affiliates have unlimited rights to compete
with you and to license others to compete with you. We and our affiliates retain the exclusive unrestricted right to
produce, distribute, and sell food products, beverages, and other products and services, under the Subway® mark or any
other mark, directly and indirectly, through employees, representatives, licensees, assigns, agents, and others, at
wholesale, retail, and otherwise, at any location, without restriction by any right you may have, and without regard to
the location of any Subway® Restaurant, and these other stores or methods of distribution may compete with the
Restaurant and may adversely affect your sales. We may use methods of distribution other than through a Subway®
restaurant location, including, but not limited to, a centralized call center, the Internet, catalog sales, telemarketing and
other direct marketing. You will not receive any compensation from us in connection with any such production,
distribution or sales. You do not have any right to exclude, control, or impose conditions on the location or development
of any Subway® restaurant, other restaurant, store or other method of distribution, under the Subway® mark or any other
mark.

Your franchise entitles you to operate only at and from one location you select and we approve. In limited circumstances,
due to difficulties in negotiating a lease with the landlord, the location you select may not be available to us or you and,
therefore, we will not provide approval for the location. In such an event, we may approve the landlord to operate at
that location. We will not grant you any options, rights of first refusal or similar rights to acquire additional franchises
within a particular market area or contiguous areas.

You may solicit and accept orders for approved products offered in your restaurant which may compete with other
Subway® restaurants. You may use Internet couponing, billboards and point of purchase advertising materials as a
method of direct marketing, but only with our prior written approval prior to distribution.

If the lease for your Restaurant terminates without your fault, or if the site is destroyed, condemned or otherwise rendered
unusable without your fault, or if in our judgment there is a change in character of the location of the Restaurant
sufficiently detrimental to its business potential to warrant its relocation, we will grant permission for relocation of the
Restaurant to a location and site acceptable to us. Any such relocation shall be at your sole expense and we shall have
the right to charge you for any costs incurred by us, and a reasonable fee, in connection with any such relocation of the
Restaurant. We consider the same factors in evaluating any relocation site as we do evaluating your initial site.

You have only 6 months to relocate and reopen a satellite restaurant under Part IV of the Franchise Agreement Rider. If
the satellite will be in operation for one year or less, you are not permitted to relocate the satellite restaurant under Part
IV of the Franchise Agreement Rider. If you purchase a school lunch franchise, you can relocate your restaurant only
within the same school or the same school district under Part II of the Franchise Agreement Rider. Under Section 24.H
of the Franchise Agreement, if the landlord terminates the lease or license (as applicable) for the premises and an
arbitrator or court determines you did not breach the Sublease or Sublicense (as applicable) but it was our fault or our
affiliate’s fault the landlord terminated the lease, then our obligation to you will be limited to the cost of your leasehold
improvements less depreciation using a 5-year life under the straight-line method. We will pay you this amount after
you relocate and reopen your restaurant. If the landlord terminates the lease and an arbitrator or court determines you
breached the Sublease or Sublicense or it was not our fault or our affiliate’s fault, then we will not have any obligation
to you relating to termination of the lease.

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 Item 13
TRADEMARKS

Prior to January 1, 2016, we were the owner of the System and the marks. Pursuant to a transfer agreement dated January
1, 2016, we assigned all rights, title and interest in and to the System, including the marks, to our affiliate, SIP. On
January 1, 2016, SIP entered into license agreement with us to use the System and the marks, and to license others to
use the System and the marks to develop Subway® restaurants in the US. Under the Franchise Agreement, we grant you
the right and license to use the name and mark Subway® which is owned by SIP, and other marks we designate. The
term “marks” means trade names, trademarks, service marks, and logos used to identify your restaurant or the goods or
services you offer. You may only use marks we designate for use with your restaurant, and you may use them only in
the manner we authorize and permit. The following is a list of the primary marks we may authorize you to use. SIP
owns all of the marks listed below. This list does not include all of the marks SIP owns. We may add or subtract from
this list. SIP has registered these marks and other marks with the United States Patent and Trademark Office on the
Principal Register, and has filed all required affidavits and renewals.

TRADEMARKS AND/OR SERVICE MARKS REGISTRATION NUMBER DATE

Subway® 1174608 10/20/1981
Subway® 1307341 11/27/1984
Subway® Logo (Contour Letter with color) 3774480 04/13/2010
Subway® Logo (Contour Letter no color) 3869196 11/02/2010
Subway® Logo (New Vis no color) 5358208 12/19/2017
Subway® Logo (New Vis yellow & white) 5358207 12/19/2017
Subway® Logo (New Vis yellow & green) 5373029 01/09/2018
Choice Mark Logo 5419414 03/06/2018
Choice Mark (white & yellow) 5703803 03/19/2019
Choice Mark (green & yellow) 5532005 07/31/2018
Choose Your Canvas® 5519719 07/17/2018
Color It With Flavor® 5519720 07/17/2018
Our Ingredients. Your Masterpiece.® 5519721 07/17/2018
Subway MyWay® 5476371 05/22/2018
Subway MyWay Rewards® Logo 5487732 06/05/2018

If you offer approved additional menu items you will have the right and license under the Franchise Agreement to use
any trademarks and service marks we may designate for the menu items and product lines. The right and license to use
any additional trademarks and service marks will terminate if we discontinue your right to participate in the program or
if we or SIP discontinue or modify the marks. We and SIP may require a separate license for the marks in the future,
which will terminate if we or SIP discontinue or modify the marks. We cannot guarantee you will have the right to use
the mark “Subway” in the US, or that you will not have to share use of the mark with third parties in the US. If we lose
the right to use or license, or both, the mark “Subway” or have to share use with a third party, we will have the option
and right to modify or discontinue use of the mark “Subway” and to adopt substitute marks. Our liability to you in this
case will be limited to your cost to replace signs and store advertising materials. We expressly disclaim all implied
warranties.

There are no effective material determinations of the United States Patent and Trademark Office, the Trademark Trial
and Appeals Board, the Trademark Administrator of any state or any court in the United States or its territories
concerning the material marks. There are no pending infringement, opposition, or cancellation actions concerning the
material marks in the United States or its territories. There is no pending material litigation involving the material marks
in the United States or its territories. There are no agreements currently in effect which significantly limit our right to
use or license the use of any mark in a manner material to the franchise. We do not know of any infringing uses that
could materially affect your use of the marks in any state.

We do not entitle you, at any time, either by implication or otherwise, to the Subway® marks or any other marks
associated with the system. You will not establish title by use, registration, or other means to similar or related names
and marks, including those you and all other franchisees generate while conducting business under the Subway® name.
You will not assist any third party or organization to register any Subway® marks or any marks associated with the

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system. You have limited and temporary rights and you agree you will not, after expiration or termination of your
Franchise Agreement, use the marks we licensed to you, directly or indirectly, for any purpose. If you violate this
provision, you may be liable to us for $250 per day. You will not contest the validity or ownership of any marks
associated with the system, and you may not register them. You must display the following notice in a prominent
place in your restaurant: “The Subway® trademarks are owned by Subway IP LLC and the independent franchised
operator of this restaurant is a licensed user of these trademarks.”

You will not register an Internet domain name containing the word “Subway” unless it complies with our Domain Name
Policy, as amended and as set forth in the Operations Manual. You will not establish a Social Media site unless it
complies with our Social Media Guidelines as amended and set forth in the Operations Manual. We may require you to
cancel or assign to us or SIP registration of your domain name or Social Media site if you fail to adhere to these
guidelines or we or SIP later determine that your domain name or Social Media site creates consumer confusion
regarding the marks or Subway® name. See Section 8 of the Franchise Agreement. “Social Media” as used in this
Disclosure Document means Internet-based applications which allow for the creation and exchange of user-generated
content including, but not limited to: blogs, microblogs, social networks, and photo and video sharing sites. At our
request, you must have any information we deem inappropriate and not to be in the best interest of the System removed
from any website or Social Media site.

You will use the marks in connection with your restaurant only as we permit and as provided in this Disclosure
Document, the Franchise Agreement or in the Operations Manual. You will not use the marks in a manner that degrades,
diminishes, or detracts from the goodwill associated with the marks nor will you use the marks in a manner which is
scandalous, immoral, or satirical. You agree to promptly change the manner of such use upon our request. You may not
use the word “Subway” as part of a corporate or other business name unless it is used in conjunction with the franchise
number or the restaurant address. If you no longer have a valid franchise agreement with us, you must remove the word
“Subway” from any corporate or other business name. Any sign face bearing the name Subway® will remain SIP’s
property even though you may have paid a third party to make the sign face. We will have the right to physically remove
any signage from your restaurant if we believe its removal is necessary to protect the goodwill associated with the marks.
You will not use, offer or sell to other franchisees any software applications or other technology products or services
which use the marks unless we approve in writing.

You may not dilute the marks in any way by engaging in advertising or improper behavior that may lessen the Subway®
system’s reputation. You will not make, publish, or endorse, directly or indirectly, any disparaging, libelous, or
defamatory statement or representation about us, our shareholders, officers, directors, employees, agents, our Affiliates,
business developers or the Subway® brand in any public or private forum. “Private forum” shall not include a private
forum open only to Subway® franchisees, business developers, and/or our shareholders, officers, directors, employees,
agents or Affiliates. At our request, you must remove or retract any disparaging, libelous or defamatory statement or
representation. However, you are not prohibited from sharing information in good faith with any prospective franchisees.

You must notify us immediately when you learn about an infringement of or challenge to your use of any mark. While
we do not have to defend you against a claim arising because of your use of the marks, we will reimburse you for your
liability if you used the marks in compliance with the Franchise Agreement. To receive reimbursement, you must notify
us of the proceeding promptly after you learn about it, cooperate with us and SIP to defend the proceeding, and allow
us or SIP to control the defense of the proceeding. We, SIP and any third party owner of the mark will have the exclusive
right to pursue any claims of trademark infringement against third parties. All the above referenced materials are owned
by SIP and are licensed to us for use in the United States.

You must modify or discontinue the use of a mark within a reasonable time after our notice to you of the modification
or discontinuance of the mark. If we modify or discontinue the use of a mark, whether in response to a third party’s
claim of infringement or otherwise, our only obligation will be to reimburse you for liability as described above. We are
not responsible for any other costs or expenses incurred by you in connection with the modification or discontinuance
of a mark, including your costs to replace signs and paper goods.

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 Item 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

There are no patents or pending patents that are material to the franchise.
We and SIP claim rights under copyright laws for various works, including printed matter, art work, menu boards,
advertising and promotional materials, instructional operating manuals, and the like, some of which we have filed or
registered copyrights for and other we have not. We do not consider any of these filed or registered copyrights material
to the franchise.

SIP owns proprietary rights to information related to the Subway® franchise system and the operation of a restaurant.
We license the Operations Manual from SIP. We will provide you, on loan, one copy of the confidential Operations
Manual in electronic form. SIP has not filed an application for registration of copyright in the Operations Manual but
does claim a copyright in its own works and we, SIP, and our affiliates treat the information in the Operations Manual
as proprietary and confidential trade secrets. The Operations Manual contains the components, requirements, duties,
standards, procedures, policies, and specifications pertaining to the Subway® franchise system and the operation of a
restaurant. You must treat the Operations Manual and the information in it, as well as other information we make
available to you, as highly confidential, in accordance with the Franchise Agreement. We make this information
available to you only because of the franchisor-franchisee relationship.

You must maintain all of ours, SIP’s, and our affiliates’ confidential or proprietary information as confidential, both
during and after the term of the Franchise Agreement. You may not at any time disclose the information you receive
from us to any person except individuals involved in the operation of your restaurant who have a need to know the
information. If you do disclose confidential or proprietary information in violation of the Franchise Agreement, you
will be liable to us for damages and we will seek injunctive relief. We do not represent or guarantee that all aspects of
the Subway® franchise system are exclusive to us or unique.

All improvements, developments, derivative works, enhancements, or modifications to the System and any confidential
information, ideas, slogans, marketing plans, advertising material, concepts, drawings, techniques, inventions (including
any resulting patent rights), innovations, trademarks, trade secrets, copyrights, works of authorship, and any other
protectable or proprietary interest in any similar intangible asset, relating to a Subway® Restaurant (collectively,
“Innovations”) made or created by you, your employees or your contractors, whether developed separately or in
conjunction with us, will be owned solely by us. Your employees and contractors will be bound by written agreements
assigning all rights in and to any Innovations developed or created by them to you. To the extent that you, your employees
or your contractors are deemed to have any interest in the Innovations, you will agree to assign all right, title and interest
in and to the Innovations to us. To that end, you will be required to execute, verify, and deliver any documents (including,
without limitation, assignments) and perform any other acts (including appearances as a witness) as we may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing our ownership rights in and
to the Innovations, and the assignment of them. In the event we are unable for any reason, after reasonable effort, to
secure your signature on any document needed in connection with the actions specified in this paragraph, you will
irrevocably designate and appoint us and our duly authorized officers and agents as your agent and attorney in fact,
which appointment will be coupled with an interest and will be irrevocable, to act for and on your behalf to execute,
verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this paragraph
with the same legal force and effect as if executed by you. The obligations described in this paragraph will survive any
expiration or termination of the Franchise Agreement.

We may, but are not obligated to, protect any patents or copyrights, to defend you against claims arising from your
authorized use of patented or copyrighted items. We may, but are not obligated to, take affirmative action if you notify
us of any infringement. If we do take any affirmative action, we solely retain the right to control any litigation. We may,
but are not obligated to, indemnify you for any expenses or damages resulting from a proceeding involving a patent,
patent application, or copyright used in the System. Any action described in this paragraph that we take is not contingent
upon your modifying or discontinuing the use of the subject matter covered by the patent or copyright. Unless we choose
to indemnify you as described in this paragraph, you are solely responsible for any damages and costs associated with
any modification or discontinuance of the use of any subject matter covered by the patent or copyright.

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 Item 15
OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

The Restaurant shall at all times be under your direct, on-premises supervision or that of a trained and competent
employee acting as full-time manager. In the event you operate more than one franchise, or in the event you do not
devote your full time to conducting the Restaurant business, we may require you to designate one or more competent
managers who have completed the training requirements to hold the position of full-time managers (each a “Designated
Manager”) for the Restaurant. You must, upon our request, keep us informed at all times of the identity of your
Designated Managers. We will make training available, as is necessary in our judgment, for all managers who you
designate. The Designated Manager is not required to own an equity interest in the franchise entity.

We may deal with the Designated Manager on the day-to-day operations of, and reporting requirements for the
restaurant. You must hire all personnel for your restaurant and are solely responsible for the terms of their work, training,
compensation, management, and oversight.

Your Designated Manager’s day-to-day tasks could include supervising employees, checking inventories, reviewing
sales and food costs, bookkeeping, and making reasonable efforts to ensure smooth and efficient operations. You must
keep your restaurant open within the hours specified in the Operations Manual, subject to local regulations, unless we
approve different hours in writing. If you operate a satellite restaurant, you may have more limited hours of operation.
We and you will agree to the hours and restaurant operation plan for a satellite location.

Even if you choose to employ a Designated Manager to supervise your restaurant, we strongly recommend you
personally devote a substantial amount of time to the franchised business.

You agree not to, and you agreed to cause your Designated Manager not to, disclose our confidential or proprietary
information during or after the term of the Franchise Agreement. You also agree, and your Designated Manager must
agree, not to have any direct or indirect association with a Competitive Business, as defined in the Franchise Agreement,
during the term of the Franchise Agreement and for 1 year after termination, expiration or transfer of the Franchise
Agreement within a three mile radius of where a Subway® restaurant operates or operated within the prior year. The
reference to a geographic area does not give you any territorial or other exclusive rights. Your principal owners must
sign a personal guaranty, guarantying all obligations you owe to us. The Designated Manager is not required to sign this
personal guaranty unless the Designated Manager is also your principal owner.

Item 16
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must operate the restaurant in strict compliance with all required methods, procedures, policies, standards and
specifications of the Subway® system in the Operations Manual and in other writings we issue. You must use the
restaurant premises only for the operation of a Subway® restaurant and you may not operate any other business at or
from the location without our prior written consent. You must offer and sell only those goods and services we have
approved. If your restaurant is in a non-traditional location like a convenience store or a school lunch location, the
Franchise Agreement Rider will clarify your Franchise Agreement to reflect that you sell other items.

You must offer all goods and services we designate as required for all franchisees. The Operations Manual states you
must at a minimum offer the basic Subway® menu. We must approve additional menu items. If you operate a school
lunch location, your menu will probably be more limited, as we and you will agree, and you may have to modify the
food items you offer and buy food products specially approved for the school lunch program to satisfy nutritional
requirements. We may authorize tests of new products or methods at company- or affiliate-owned or franchised
restaurants. Based upon the results of these tests, we may make changes in our menu. We reserve the right to designate
additional required or optional goods and services in the future and to withdraw any of our previous approvals. There
are no limits on our right to do so. You must comply with our new requirements. If you establish a third party
franchisor’s concept, you will sign the Co-Brand Location Rider (Exhibit A-9). We may modify or stop any co-branding
opportunities at any time. If both of us approve your co-brand location, you will operate the other concept as a direct
franchisee of the other franchisor. You will receive a Disclosure Document from the other franchisor and enter into a
direct franchise agreement with the other franchisor. You will sign a license or sublicense with the third party allowing

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you to offer a third party’s branded products. You may have to sign a test agreement to offer our additional menu items
that are under test. We do not have to permit all franchisees to offer the additional menu items that are under test. We
also designate some goods and services as optional programs for qualified franchisees. Current optional programs
include catering call center and local menu items. To offer optional goods or services, you must be in compliance with
your Franchise Agreement and the Operations Manual and meet any additional requirements we may have for the
program, including state or local licenses, training, marketing, and insurance. The Operations Manual and other written
or electronic materials we distribute contain written lists and requirements for optional programs.

We adopted the Marketwide Option Program (MOP), and Store Option Program (SOP) to promote consistency of items
offered for sale, including methods of preparation and presentation, throughout an advertising fund market or region.
You will make the decision for your restaurant on certain options categorized as SOP items. You will have to follow the
decision made for the market on items categorized as MOP, unless we grant you a waiver. Your lease may contain
restrictions or you may have space or other limitations that prevent you from participating in a program approved for
your market. If the investment cost to implement the item is less than $100 (not including the cost of product inventory),
the decision on MOP items will be made for the market by the favorable votes of both the local advertising advisory
board or SFAFT US Advisory Board and the Business Developer (or the Business Developers representing at least two-
thirds of the restaurants in the market or region). If the investment cost is $100 or more, the decision on the MOP items
will be made by the franchisees in the market. Certain MOP items have default selections. If a MOP item is not approved
by the market within 30 days of the introduction of the product, the default selection will become a required item until
the market makes a decision. If a MOP item does not win approval for the market, you may not implement the item in
your restaurant unless we grant you a waiver. If a program is under test however, the restaurants in the markets approving
the program will each need approval to implement the program. We permit exceptions to allow restaurants to continue
offering the program if it is not approved by their market. In the future, we may implement a Region Option Program
and you will be responsible for all costs, but as of the date of this Disclosure Document, details on any such program are
still forthcoming.

We do not impose any restrictions or conditions that limit your access to guests, but you may not sell any goods or
services to another vendor for resale without our consent. You may not sell goods or services except from your approved
location without our prior written consent. Under our school lunch program, you can sell only to students, faculty, staff,
and normal visitors, and not to the general public.

Item 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists important provisions of the franchise and related agreements. You should read these provisions in the
agreements attached to this Disclosure Document. The provisions of the Franchise Agreement (“FA”) (Exhibit A) apply
for any location, except as modified by the Franchise Agreement Rider (“FAR”) (Exhibit A-1).

THE FRANCHISE RELATIONSHIP

Provision Section in FA or FAR Summary

a. Length of the FA Section 3; 18.C Term is 20 years. We may terminate your Franchise Agreement
franchise term if we do not approve your location within 6 months after you
sign your Franchise Agreement.

However, if you purchase your Restaurant in connection with

a transfer, your initial term will be the remaining term under
the existing franchise agreement. See Transfer Addendum,
Exhibit G-2.
FAR Part I or II If Part I or II of the Franchise Agreement Rider applies, the
term is 20 years, but you must open for business within 2 years
or franchise terminates. We may grant you an extension. We
may terminate if we do not approve your location within 90
days after you sign your Franchise Agreement.
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 FAR Part II Term for a school lunch location is 5 years but you must sign
contract, license, or lease (if applicable) and open for business
within 2 years of franchise purchase or franchise terminates
with no right to any extension.
FAR Part IV Term for a satellite restaurant is from the date of the satellite
Franchise Agreement until the expiration or termination of the
Franchise Agreement for the Base Restaurant. You must sign
Sublease or Sublicense within 90 days of satellite franchise
purchase or the satellite Franchise Agreement expires, with no
right to any extension. If we allow you to operate a satellite
restaurant pursuant to Part I or II of the Franchise Agreement
Rider, you must open for business within 2 years after you sign
the satellite Franchise Agreement. The satellite Franchise
Agreement will automatically terminate, regardless of the
length of term remaining on the Franchise Agreement for the
Base Restaurant, if the lease for the satellite restaurant or Base
Restaurant expires or terminates. Either party may terminate
the satellite Franchise Agreement by notice if we or our
designee is not able to offer a Sublease or disapproves the
location within 90 days of franchise purchase.

Term for the satellite restaurant is for 1 year from the date of
the Franchise Agreement Rider for a Short Term Satellite
Restaurant or until the expiration or termination of the
Franchise Agreement for the Base Restaurant, whichever
occurs sooner. You must sign Sublease or Sublicense within
90 days of satellite franchise purchase or the satellite Franchise
Agreement expires, with no right to any extension. The
satellite Franchise Agreement will automatically terminate,
regardless of the length of term remaining on the Franchise
Agreement for the Base Restaurant, if the lease for the satellite
restaurant or Base Restaurant expires or terminates. Either
party may terminate the satellite Franchise Agreement by
notice if we or our designee is not able to offer a Sublease or
disapproves the location within 90 days of franchise purchase.

Dual Location Test Term is 20 years, but you must sign the Sublease for the Dual
Rider Location Test Site within 30 days after we or our designee
offers it or your Franchise Agreement expires with no right to
any extension. If we or our designee is not able to offer a
Sublease or disapproves the location after 1 year of franchise
purchase, we or you may terminate the Franchise Agreement.
We will refund the franchise fee unless it was your fault we
disapprove the location or we or our designee cannot offer you
a Sublease.
b. Renewal or extension FA Section 3 You will have the right to renew for an additional 20-year term
of the term provided that you meet certain criteria described below.
FAR Part II If you are in full compliance, you may renew for five years.

FAR Part IV Your franchise will automatically renew for additional 20 year
periods in line with the Base Restaurant Franchise Agreement
term, unless either party chooses not to renew and sends
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 written notice to the other at least 6 months prior to expiration.
We have the right to refuse to renew if you are not in full
compliance. If you dispute our notice of intent not to renew,
you must request to arbitrate the decision. Refer to Item 17.u.
for arbitration procedures.

Your franchise may be renewed for an additional 1 year term

by mutual agreement of the parties, provided you send written
notice at least 60 days prior to the expiration of the initial 1
year term. We have the right to refuse to renew if you are not
in full compliance. If you dispute our notice of intent not to
renew, you must request to arbitrate the decision. Refer to Item
17.u. for arbitration procedures.

c. Requirements for FA Section 3 In order to renew, you must (1) have complied with all material
franchisee to renew provisions of the Franchise Agreement; (2) maintain
or extend possession of the premises; (3) provide written notice of intent
to renew at least 12 months, but not more than 18 months, prior
to expiration of the term; (4) have satisfied all monetary
obligations; (5) you agree to execute our then-current form of
franchise agreement and pay the renewal fee; (6) comply with
our then-current qualifications and training; (7) execute a
Renewal Addendum in the form subtantially similar to Exhibit
G-1; and (8) execute a general release.
d. Termination by None You do not have the right to terminate the Franchise
franchisee Agreement, but if we do not cure a default within 60 days, you
can seek arbitration. See Section 22 of the Franchise
Agreement.
FAR Part I, II You may stop operating a school lunch location or a non-
traditional location at any time after 30 days’ notice.

e. Termination by None We may terminate only for good cause.

franchisor without
cause
FAR Part I We may terminate the Franchise Agreement for a non-
traditional location for any reason within 30 days after you sign
the Franchise Agreement.

f. Termination by FA Section 22 We can terminate if you default. See u. below.

franchisor with cause
g. “Cause” defined- FA Section 22.C You have 10 days to cure: failure to make payments of any
curable defaults amounts due to us or our affiliates for Royalty Fees,
Advertising Contributions, rents or other obligations owed to
us under any lease, purchases from us, our affiliates, suppliers,
or vendors, or any other amounts due to us or our affiliates

You have 30 days to cure: failure to comply with any other

agreement with us or one of our affiliates; or failure to comply
with any other provision of the Franchise Agreement, or any
specification, standard or operating procedure prescribed in
the Confidential Operations Manual or otherwise in writing
by us.
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 FAR Part IV A default under the Base Restaurant Franchise Agreement will
be a default under the satellite Franchise Agreement.

h. “Cause” defined- FA Section 22.B The Franchise Agrement will terminate automatically upon
non-curable defaults delivery of notice of termination to you, if you (or any of your
owners, officers, or key employees): (1) Fail to develop,
decorate, equip or open the Restaurant within the time period
required by, or fail to satisfactorily complete the training
program; (2) have made any material misrepresentation or
omission in your application for the franchise or in any report,
claim, request for reimbursement, impact survey or other
similar document submitted to us; (3) are convicted of or plead
no contest to: (i) a felony; or (ii) another crime or offense that
is likely to adversely affect your reputation or the reputation of
the System; (4) Make any unauthorized use, disclosure or
duplication of any portion of the Confidential Operations
Manual or duplicate or disclose or make any unauthorized use
of any trade secret or Confidential Information provided to you
by us; (5) Abandon or fail or refuse to actively operate the
Restaurant for 2 business days in any 12 consecutive month
period, unless the Restaurant has been closed for a purpose
approved by us or due to an act of God, or fail to relocate to an
approved premises within an approved period of time following
expiration or termination of the lease for the Premises; (6)
Surrender or transfer control of the operation of the Restaurant,
make an unauthorized direct or indirect assignment of the
franchise or an ownership interest in you or fail or refuse to
assign the franchise or the interest in you of a deceased or
disabled controlling owner thereof as herein required; (7)
Submit to us at any time during the Term any reports or other
data, information or supporting records which understate by
more than 3% the Royalty Fee for any period of, or periods
aggregating, 3 or more weeks, and you are unable to
demonstrate that such understatements resulted from
inadvertent error; (8) Become insolvent, is adjudicated as
bankrupt or insolvent, or become subject to similar
proceedings; (9) materially misuse or make an unauthorized
use of any Marks or commit any act which can reasonably be
expected to materially impair the goodwill associated with any
Marks; (10) Fail on 3 or more separate occasions within any 12
consecutive month period to comply with the Franchise
Agreement, or fail on 2 or more separate occasions within any
6 consecutive month period to comply with the same obligation
under this the Franchise Agreement; (11) Violate any health,
safety or sanitation law, ordinance or regulation or operate the
Restaurant in a manner that presents a health or safety hazard
to your customers or the public and do not begin to cure the
violation immediately and correct the violation within seventy
72 hours after receiving notice of such violation from us or any
other party, regardless of any longer period of time that any
governmental authority or agency may have given you to cure
such violation; (12) Create or allow to exist any condition in or
at the Restaurant, or in connection with the operation of the
Restaurant, that we determine to present an immediate health
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 or safety concern for the Restaurant customers or employees;
(13) Fail to pay any third-party, including the landlord of the
Premises, any amounts owed in connection with the Restaurant
when due, and you do not cure such failure within any
applicable cure period granted by such third-party; or (14)
Engage in any dishonest or unethical conduct which, in our
judgment, is reasonably likely to have an adverse effect on the
System, the Marks, the goodwill associated therewith, or our
interest therein.

FAR Part IV The satellite Franchise Agreement will automatically

terminate, regardless of the length of term remaining on the
Franchise Agreement for the Base Restaurant, if the lease for
the satellite restaurant or Base Restaurant terminates or
expires.
i. Franchisee’s FA Section 23 Obligations include de-identification (if you receive our
obligations written approval to close the restaurant); return of Operations
on termination/ Manual; automatic assignment of telephone numbers,
non-renewal cancellation of any Social Media accounts, domain names,
internet addresses, any permits, registrations, certifications or
other consents; and you must obtain a mutual release of the
lease from the landlord and pay all associated costs. Also see q
and Note 2 below, and Item 15. Your franchise rights revert to
us if you abandon or if we revoke the agreement. If we or our
affiliate terminate your Sublease, you must quit and surrender
the restaurant premises to your sublandlord, but you will be
liable for the balance of the rent due under the Sublease and the
master lease.
j. Assignment of FA Section 18 No restriction on our right to assign.
contract by franchisor
k. “Transfer” by FA Section “Transfer” shall includes the voluntary, involuntary, direct or
franchisee -definition indirect assignment, sale, gift, pledge or other transfer by you
or your owners of any interest in any of: (1) the Franchise
Agreement; (2) the ownership of you, (3) the Restaurant
owned by you, or (4) substantially all of the assets of the
Restaurant. An assignment, sale or other transfer shall include
any of the following events: (1) the transfer of ownership of
capital stock, voting stock (or security convertible to voting
stock) or partnership interest; (2) merger or consolidation or
issuance of additional securities representing an ownership
interest in you; (3) transfer of an interest in you, the Franchise
Agreement or the Restaurant owned by you in a divorce,
insolvency, corporate or partnership dissolution proceeding or
otherwise by operation of law; or (4) transfer of an interest in
the Franchise Agreement, the Restaurant owned by you or an
ownership interest of you in the event of the death of you or
any of your owners, by will, declaration of or transfer in trust,
or under the laws of intestate succession.

l. Franchisor approval FA Section 18.B We have the right to approve all transfers. We will not
of transfer by unreasonably withhold our consent to a transfer.
franchisee

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m. Conditions for FA Section 18.C You first offer to sell the restaurant to us, we fail to accept the
franchisor approval offer, buyer qualifies, you pay transfer fee, the purchase
of transfer agreement meets our standards and requirements, buyer
successfully completes training before the completion of the
sale (unless we permit otherwise), buyer is disclosed, signs
current agreement and signs current Sublease or Sublicense,
you pay all money due in full for all your restaurants, you are
not in default, you and the new franchisee sign a general release
(sample copy of release you will sign attached as Exhibit O),
you transfer the Operations Manual for the restaurant to the
new franchisee on the date of transfer, you bring the restaurant
into full compliance with the Operations Manual at or prior to
transfer, and you and the transferee execute a Transfer
Addendum in a form substantially similar to Exhibit G-2.
FAR Part IV You can only transfer a satellite restaurant and its Franchise
Agreement together with the Base Restaurant and its Franchise
Agreement to the same buyer, except in isolated circumstances
where there is a good business reason to allow transfer of only
the satellite restaurant and its Franchise Agreement, as
determined by us.
CBLR Section D You cannot transfer a restaurant and our Franchise Agreement
separately from your business licensed by the third party
franchisor and your Franchise Agreement with the third party.

n. Franchisor’s right of FA Section 18.D We can match any offer for your business within 30 days of
first refusal to your written offer to us. We will assign to a franchisee with
purchase franchisee’s limited exclusivity rights to a territory the first opportunity to
business exercise our option. If we and any franchisee with limited
exclusivity rights do not accept, you can sell to a third party,
subject to our transfer requirements, but you cannot sell at a
lower price or on better terms than what you offered to us.
FAR Part IV The option to repurchase applies to the Base Restaurant and
any satellite restaurant together. See m. above.
CBLR Section D The right of first refusal applies to the restaurant and the third
party franchisor’s concept. See m. above.
p. Death or disability of FA Section 18.E Upon your death or permanent disability or, if you are a
franchisee corporation, limited liability company or partnership, the
owner of 50% or more of the equity or voting control of you,
the executor, administrator, conservator or other personal
representative of such person will assign this Agreement or
interest in you to a third party approved in writing by us. This
disposition of the interest in you must be completed within a
reasonable time, not to exceed 12 months from the date of
death or permanent disability, and will be subject to all the
terms and conditions applicable to assignments contained in
Section 18 and elsewhere in the Franchise Agreement. Failure
to dispose of the Francihse Agreement or interest in you within
the required period of time will constitute a breach of the
Franchise Agreement. Pending disposition, we will have the

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 right to approve the management of the Restaurant owned by
you.
q. Non-competition FA Section 19 No direct or indirect association with a Competitive Business
covenants during the anywhere; if you breach you must pay $15,000 for each
term of the franchise business and 8% of gross sales and we may seek termination
of your Franchise Agreement, an injunction and/or damages.
You may not disclose any confidential or proprietary
information to any unauthorized person or we may seek an
injunction, damages or both.
FAR Part I and II No direct or indirect association with a Competitive Business
at your Facility or School, as applicable.
r. Non-competition FA Section 19 No direct or indirect association with a Competitive Business
covenants after the for 1 year after termination, expiration or transfer of the
franchise is Franchise Agreement within a 3 mile radius of where a
terminated or expires Subway® restaurant operates or operated within the prior year;
if you breach you must pay $15,000 for each business and 8%
of gross sales and we may seek an injunction and/or damages.
You may not disclose any confidential or proprietary
information to any unauthorized person or we may seek an
injunction and/or damages.
FAR Part I and II No direct or indirect association with a Competitive Business
for 1 year after termination, expiration or transfer of the
Franchise Agreement within your Facility. If you operate a
School Lunch Program Subway® Rstaurant, you may operate a
Competitive Business in a different school after termination
provided that you do not operate the Competitive Business as
a full retail outlet open to the public.
s. Modification of the FA Section 24.R The Franchise Agreement may be modified only by written
agreement agreement signed by both you and us. However, you
acknowledge and agree that we may modify the Confidential
Operations Manual and System Standards from time to time,
subject to the terms of this Agreement.
t. Integration/merger FA Section 24.N Only the terms of the Franchise Agreement are binding
clause (subject to state law), however, nothing in the Franchise
Agreement is intended to disclaim or waive any representations
in this Disclosure Document. Any other promises may not be
enforceable.
u. Dispute resolution by FA Section 24.K Except for certain claims we may bring, you must arbitrate in
arbitration or the forum noted in v. below, all disputes under the Franchise
mediation Agreement. Your claims are limited under Section 24.G and
24.H. The Franchise Agreement contains other important
provisions concerning dispute resolution.

v. Choice of forum FA Section 24.J Arbitration and any litigation will be held in the state of our
principal place of business (currently Connecticut), subject to
state law. The Franchise Agreement allows us to bring an
action for injunctive relief in any court having jurisdiction if
you breach the provisions of the Franchise Agreement
concerning use of the trademarks, or confidentiality, or the
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 covenants not to compete. You may not bring litigation in
court under the Franchise Agreement.
w. Choice of law FA Section 24.J Florida law applies, except the United States Arbitration Act
governs the arbitration provisions, subject to state law. This
provision will apply to any existing Franchise Agreement you
have.

A provision in the Franchise Agreement that terminates your franchise upon your bankruptcy may not be enforceable
under federal bankruptcy law (11 U.S.C., Sections 101 and following).
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 Item 18
PUBLIC FIGURES

We do not use any public figure to promote our franchise.

You do not have the right to use the name of a public figure in your promotional efforts or advertising without prior
written approval from us.

Item 19
FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential financial
performance of its franchises and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if
the information is included in the Disclosure Document. Financial performance information that differs from that
included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are
considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing
information about possible performance at a particular location or under particular circumstances.

We do not make any representations about a franchisee’s future financial performance or the past financial performance
of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such
representations either orally or in writing. However, if you are purchasing an existing outlet, we may provide you with
the actual records of that outlet. If you receive any other financial performance information or projections of your future
income, you should report it to the franchisor’s management by contacting: Steve Rafferty at [email protected],
1-800-888-4848 extension 4027 or email [email protected]. You may also contact the Federal Trade
Commission and the appropriate state regulatory agencies.

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 Item 20
OUTLETS and FRANCHISEE INFORMATION
Table No. 1
System wide Outlet Summary for years 2019 to 2021

Column 3 Column 4
Column 1 Column 2 Column 5
Outlets at the Start of Outlets at the End of
Outlet Type Year Net Change
the Year the Year

2019 24,798 23,799 -999

U.S. Franchised 2020 24,798 22,190 -2,608
2021 22,190 21,147 -1,043
2019 0 0 0
U.S. Company Owned 2020 0 0 0
2021 0 0 0
2019 24,798 23,799 -999
U.S. Total Outlets 2020 24,798 22,190 -2,608
2021 22,190 21,147 -1,043

*Restaurant counts from previous editions of this Franchise Disclosure Document have been revised slightly. Please see the footnotes at the end of
Table 3 below for additional detail.

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 Table No. 2
Transfer of Outlets from Franchisees to New Owners
(other than the Franchisor)
For years 2019 to 2021

Column 3
Column 1 Column 2 Number of
State Year Transfers
2019 22
Alabama 2020 22
2021 18
2019 0
Alaska 2020 0
2021 0
2019 35
Arizona 2020 6
2021 15
2019 16
Arkansas 2020 7
2021 24
2019 132
California 2020 55
2021 117
2019 60
Colorado 2020 5
2021 21
2019 12
Connecticut 2020 3
2021 12
2019 1
Delaware 2020 0
2021 0
2019 13
District of
2020 3
Colombia
2021 4
2019 108
Florida 2020 69
2021 54
2019 46
Georgia 2020 36
2021 56
2019 0
Guam 2020 0
2021 0
2019 8
Hawaii 2020 4
2021 11
2019 2
Idaho 2020 3

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 2021 17
2019 30
Illinois 2020 24
2021 26
2019 23
Indiana 2020 27
2021 35
2019 24
Iowa 2020 9
2021 23
2019 6
Kansas 2020 1
2021 1
2019 9
Kentucky 2020 5
2021 35
2019 21
Louisiana 2020 18
2021 21
2019 4
Maine 2020 5
2021 18
2019 52
Maryland 2020 15
2021 33
2019 12
Massachusetts 2020 6
2021 11
2019 38
Michigan 2020 21
2021 50
2019 20
Minnesota 2020 14
2021 84
2019 3
Mississippi 2020 3
2021 17
2019 14
Missouri 2020 15
2021 23
2019 1
Montana 2020 0
2021 6
2019 14
Nebraska 2020 4
2021 10
2019 21
Nevada 2020 8
2021 5
2019 26
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 New Hampshire 2020 8
2021 16
2019 8
New Jersey 2020 6
2021 6
2019 4
New Mexico 2020 6
2021 13
2019 48
New York 2020 17
2021 38
2019 41
North Carolina 2020 29
2021 57
2019 0
North Dakota 2020 1
2021 4
2019 0
N Mariana Islands 2020 0
2021 0
2019 70
Ohio 2020 36
2021 42
2019 10
Oklahoma 2020 10
2021 16
2019 21
Oregon 2020 18
2021 18
2019 50
Pennsylvania 2020 33
2021 39
2019 5
Puerto Rico 2020 7
2021 2
2019 4
Rhode Island 2020 6
2021 6
2019 38
South Carolina 2020 27
2021 18
2019 5
South Dakota 2020 3
2021 1
2019 12
Tennessee 2020 14
2021 17
2019 63
Texas 2020 37
2021 58
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 2019 15
Utah 2020 3
2021 13
2019 2
Vermont 2020 7
2021 0
2019 0
Virgin Islands U.S. 2020 0
2021 0
2019 44
Virginia 2020 19
2021 44
2019 28
Washington 2020 20
2021 28
2019 23
West Virginia 2020 1
2021 2
2019 28
Wisconsin 2020 13
2021 35
2019 3
Wyoming 2020 1
2021 0
2019 1,295
TOTAL 2020 710
2021 1,220

Attached as Exhibit B-1 is a list of the outlets which changed ownership two or more times during the same fiscal years
2019 to 2021. In the list, a Business Developer Buy Back indicates that an outlet was purchased from a franchisee by
the Business Developer with a waiver of the franchise fee and a mutual release. A Company Store Transfer indicates
that an outlet was re-purchased by the company and then sold to a new or different franchisee. An Out Right Sale
indicates that an outlet was sold directly from one Business Developer or franchisee to another franchisee.
Additions/Deletions to Contract indicates that a franchisee has been added to or deleted from the Franchise Agreement
for that outlet. Similarly, a Divorce Deletion indicates the deletion of one of the franchisees from the Franchise
Agreement specifically due to a divorce. Ownership Change – Divorce means the ownership of an outlet has changed
entirely, also as the specific result of a divorce. Next of Kin indicates that ownership of that outlet has passed from a
franchisee to his/her next of kin upon the franchisee’s death.

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 Table No. 3
Status of Franchised Outlets
For years 2019 to 2021

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9

Ceased
Outlets at Reacquired Operations Outlets at
Start of Outlets Terminatio Non- By – Other the End of
State Year Year Opened1 ns Renewals Franchisor Reasons2 the Year
2019 443 4 0 0 0 30 417
Alabama 2020 443 11 0 0 1 28 399
2021 399 13 0 0 2 26 384
2019 75 2 0 0 0 19 58
Alaska 2020 75 2 0 0 0 5 55
2021 55 2 0 0 0 9 48
2019 434 14 0 0 0 19 429
Arizona 2020 434 8 0 0 3 30 404
2021 404 5 0 0 1 19 389
2019 272 7 0 0 1 12 266
Arkansas 2020 272 6 0 0 0 18 254
2021 254 5 0 0 1 14 244
2019 2,517 47 0 0 9 138 2,417
California 2020 2,517 38 0 0 13 215 2,227
2021 2,227 35 0 1 7 156 2,098
2019 425 4 0 0 0 30 399
Colorado 2020 425 14 0 0 2 35 376
2021 376 5 0 0 0 23 358
2019 321 3 0 0 1 13 310
Connecticut 2020 321 4 0 0 3 26 285
2021 285 13 0 0 4 17 277
2019 30 1 0 0 0 4 27
Delaware 2020 30 0 0 0 0 4 23
2021 23 2 0 0 0 2 21
2019 70 3 0 0 0 3 70
District of
2020 70 0 0 0 0 16 54
Colombia
2021 54 4 0 0 0 3 55
2019 1,454 16 2 0 3 90 1,375
Florida 2020 1,454 29 0 0 11 133 1,260
2021 1,260 41 0 1 2 79 1,219
2019 830 10 0 0 2 37 801
Georgia 2020 830 12 1 0 3 66 743
2021 743 16 0 0 1 45 713
2019 15 0 0 0 0 0 15
Guam 2020 15 1 0 0 0 1 15

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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9
Ceased
Outlets at Reacquired Operations Outlets at
Start of Outlets Terminatio Non- By – Other the End of
State Year Year Opened1 ns Renewals Franchisor Reasons2 the Year
2021 15 9 0 0 0 1 15
2019 114 3 0 0 1 7 109
Hawaii 2020 114 3 0 0 0 13 99
2021 99 2 0 0 0 6 95
2019 132 0 0 0 0 5 127
Idaho 2020 132 0 0 0 0 4 123
2021 123 2 0 0 0 1 124
2019 1,107 24 0 0 5 56 1,070
Illinois 2020 1,107 20 0 0 6 103 981
2021 981 36 0 0 1 74 942
2019 642 5 0 0 0 22 625
Indiana 2020 642 1 0 0 1 42 583
2021 583 6 0 0 0 34 555
2019 301 5 0 0 2 11 293
Iowa 2020 301 3 0 0 0 16 280
2021 280 9 0 0 6 16 267
2019 255 2 0 0 0 9 247
Kansas 2020 255 9 0 6 0 17 233
2021 233 6 2 0 0 33 203
2019 401 7 0 0 2 19 387
Kentucky 2020 401 7 0 0 2 21 371
2021 371 9 0 0 0 21 359
2019 464 10 0 0 1 17 456
Louisiana 2020 464 5 0 0 2 31 428
2021 428 16 0 0 0 39 405
2019 114 1 0 0 0 3 111
Maine 2020 114 1 0 0 0 9 103
2021 103 3 0 0 3 3 100
2019 452 8 0 0 2 21 437
Maryland 2020 452 5 0 0 1 34 407
2021 407 11 0 0 0 25 393
2019 369 2 0 0 0 22 348
Massachuse
2020 369 6 0 0 2 33 319
tts
2021 319 11 0 0 1 32 297
2019 907 9 0 0 1 51 864
Michigan 2020 907 15 0 0 2 93 784
2021 784 25 0 0 5 70 734
2019 467 5 0 0 2 20 450
Minnesota 2020 467 3 0 0 1 36 416
2021 416 8 0 0 0 16 408

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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9
Ceased
Outlets at Reacquired Operations Outlets at
Start of Outlets Terminatio Non- By – Other the End of
State Year Year Opened1 ns Renewals Franchisor Reasons2 the Year
2019 301 5 0 0 0 14 292
Mississippi 2020 301 5 0 0 0 17 280
2021 280 10 0 0 3 15 272
2019 526 2 0 0 0 16 512
Missouri 2020 526 9 0 5 0 32 484
2021 484 11 0 0 1 50 444
2019 82 0 0 0 0 2 80
Montana 2020 82 0 0 0 0 4 76
2021 76 1 0 0 0 4 73
2019 205 2 0 0 0 11 196
Nebraska 2020 205 1 0 0 0 13 184
2021 184 3 0 0 0 14 173
2019 211 4 0 0 1 12 202
Nevada 2020 211 3 0 0 0 23 182
2021 182 6 0 0 0 13 175
2019 95 0 0 0 0 3 92
New
2020 95 1 0 0 0 7 86
Hampshire
2021 86 3 0 0 0 9 80
2019 258 3 0 0 0 44 217
New Jersey 2020 258 7 0 0 4 27 193
2021 193 7 0 0 2 18 180
2019 173 2 0 0 0 3 172
New
2020 173 2 0 0 2 16 156
Mexico
2021 156 6 0 0 1 11 150
2019 1,016 25 2 0 13 89 937
New York 2020 1,016 23 1 0 11 93 855
2021 855 20 1 1 7 81 785
2019 808 10 0 0 0 32 786
North
2020 808 5 0 0 0 53 738
Carolina
2021 738 15 0 0 0 55 698
2019 67 2 0 0 0 3 66
North
2020 67 1 0 0 0 1 66
Dakota
2021 66 1 0 0 0 3 64
2019 2 1 0 0 0 1 2
N Mariana
2020 2 0 0 0 0 0 2
Islands
2021 2 0 0 0 0 0 2
2019 1,136 18 0 0 12 57 1,085
Ohio 2020 1,136 13 0 0 7 60 1,031
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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9
Ceased
Outlets at Reacquired Operations Outlets at
Start of Outlets Terminatio Non- By – Other the End of
State Year Year Opened1 ns Renewals Franchisor Reasons2 the Year
2021 1,031 9 0 0 4 60 976
2019 390 10 0 0 7 24 369
Oklahoma 2020 390 5 0 0 0 29 345
2021 345 10 0 1 3 33 318
2019 301 3 0 0 3 20 281
Oregon 2020 301 8 0 0 0 21 268
2021 268 2 0 0 0 11 259
2019 820 20 0 0 7 59 774
Pennsylvan
2020 820 13 0 0 5 81 701
ia
2021 701 18 0 0 1 54 664
2019 181 3 0 0 1 4 179
Puerto Rico 2020 181 0 0 0 0 11 168
2021 168 0 0 0 0 12 155
2019 77 2 0 0 1 7 71
Rhode
2020 77 1 0 0 0 8 64
Island
2021 64 1 0 0 0 1 64
2019 381 14 0 0 8 18 369
South
2020 381 14 0 0 2 22 359
Carolina
2021 359 11 0 0 0 24 346
2019 95 2 0 0 0 4 93
South
2020 95 3 0 0 0 10 86
Dakota
2021 86 3 0 0 0 6 83
2019 606 12 1 0 1 27 589
Tennessee 2020 606 9 1 0 0 31 566
2021 566 15 0 0 0 33 548
2019 2,130 47 2 0 4 106 2,065
Texas 2020 2,130 34 0 0 5 152 1,942
2021 1,942 55 0 0 7 114 1,876
2019 211 3 0 0 0 6 208
Utah 2020 211 0 0 0 0 15 193
2021 193 6 0 0 1 7 191
2019 49 0 0 0 0 1 48
Vermont 2020 49 0 0 0 0 3 45
2021 45 0 0 0 0 2 43
2019 664 19 0 0 1 28 654
Virginia 2020 664 7 0 0 0 44 617
2021 617 13 0 0 1 26 603
2019 7 0 0 0 0 0 7

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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9
Ceased
Outlets at Reacquired Operations Outlets at
Start of Outlets Terminatio Non- By – Other the End of
State Year Year Opened1 ns Renewals Franchisor Reasons2 the Year
Virgin
2020 7 0 0 0 0 0 7
Islands US
2021 7 0 0 0 0 1 6
2019 581 8 0 0 2 28 559
Washington 2020 581 4 1 0 0 47 515
2021 515 23 0 0 3 26 509
2019 183 5 0 0 1 8 179
West
2020 183 3 0 0 0 12 170
Virginia
2021 170 3 0 0 1 11 161
2019 564 2 0 0 1 19 546
Wisconsin 2020 564 1 0 0 0 17 530
2021 530 3 0 0 0 45 488
2019 67 3 0 0 3 6 61
Wyoming 2020 67 3 0 0 1 4 59
2021 59 1 0 0 0 2 58
2019 24,798 419 7 0 98 1,310 23,799
TOTAL 2020 24,798 378 4 11 90 1,882 22,190
2021 22,190 550 3 4 69 1,505 21,147

* Restaurant counts from previous editions of this Franchise Disclosure Document have been adjusted to reflect the correction of 3 missing restaurant closures in
the the District of Columbia, Northern Mariana Islands and Puerto Rico at the end of 2019. Previous editions reflected a “Column 8 Ceased Operations – Other
Reasons” count of 3 in District of Columbia, 1 in Northern Mariana Islands, and 4 in Puerto Rico, and a “Column 9 Outlets at the End of the Year” count of 70 in
District of Columbia, 2 in Northern Mariana Islands, and 179 in Puerto Rico. These numbers have been adjusted as noted above. The Total row for 2019 has also
been adjusted to account for the change in Columns 8 and 9, formerly 1,307 and 23,802, respectively.
1
Numbers provided in Column 4 include restaurants that were closed temporarily in a previous year and reopened in the applicable fiscal year. For the most recent
fiscal year, reopens account for approximately 80% of outlets reported in this column.
2
Numbers provided in Columns 5 and 8 include locations that may have been closed temporarily as of the fiscal year end. Many of these locations will re-open in
a subsequent fiscal year.

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 Table No. 4
Status of Company-Owned Outlets
For years 2019 to 2021

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

Outlets
Outlets at Outlets Sold Outlets at
Outlets Reacquired Outlets
State Year Start of to End of the
Opened1 from Closed2
Year Franchisee Year
Franchisee
2019 0 0 0 0 0 0
Alabama 2020 0 0 1 0 1 0
2021 0 0 2 0 2 0
2019 0 0 0 0 0 0
Alaska 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
Arizona 2020 0 0 3 0 3 0
2021 0 0 1 0 1 0
2019 0 0 1 0 1 0
Arkansas 2020 0 0 0 0 0 0
2021 0 0 1 0 1 0
2019 0 0 9 1 8 0
California 2020 0 0 13 0 13 0
2021 0 0 7 0 7 0
2019 0 0 0 0 0 0
Colorado 2020 0 0 2 0 2 0
2021 0 0 0 0 0 0
2019 0 0 1 0 1 0
Connecticut 2020 0 0 3 0 3 0
2021 0 0 4 0 4 0
2019 0 0 0 0 0 0
Delaware 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
District of
2020 0 0 0 0 0 0
Colombia
2021 0 0 0 0 0 0
2019 0 0 3 0 3 0
Florida 2020 0 0 11 0 11 0
2021 0 0 2 0 2 0
2019 0 0 2 0 2 0
Georgia 2020 0 0 3 0 3 0
2021 0 0 1 0 1 0
2019 0 0 0 0 0 0
Guam 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0

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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
Outlets
Outlets at Outlets Sold Outlets at
Outlets Reacquired Outlets
State Year Start of to End of the
Opened1 from Closed2
Year Franchisee Year
Franchisee
2019 0 0 1 0 1 0
Hawaii 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
Idaho 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 5 0 5 0
Illinois 2020 0 0 6 0 6 0
2021 0 0 1 0 1 0
2019 0 0 0 0 0 0
Indiana 2020 0 0 1 0 1 0
2021 0 0 0 0 0 0
2019 0 0 2 0 2 0
Iowa 2020 0 0 0 0 0 0
2021 0 0 6 0 6 0
2019 0 0 0 0 0 0
Kansas 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 2 0 2 0
Kentucky 2020 0 0 2 0 2 0
2021 0 0 0 0 0 0
2019 0 0 1 0 1 0
Louisiana 2020 0 0 2 0 2 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
Maine 2020 0 0 0 0 0 0
2021 0 0 3 0 3 0
2019 0 0 2 0 2 0
Maryland 2020 0 0 1 0 1 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
Massachuse
2020 0 0 2 0 2 0
tts
2021 0 0 1 0 1 0
2019 0 0 1 0 1 0
Michigan 2020 0 0 2 0 2 0
2021 0 0 5 0 5 0
2019 0 0 2 0 2 0
Minnesota 2020 0 0 1 0 1 0
2021 0 0 0 0 0 0
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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
Outlets
Outlets at Outlets Sold Outlets at
Outlets Reacquired Outlets
State Year Start of to End of the
Opened1 from Closed2
Year Franchisee Year
Franchisee
2019 0 0 0 0 0 0
Mississippi 2020 0 0 0 0 0 0
2021 0 0 3 0 3 0
2019 0 0 0 0 0 0
Missouri 2020 0 0 0 0 0 0
2021 0 0 1 0 1 0
2019 0 0 0 0 0 0
Montana 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
Nebraska 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 1 0 1 0
Nevada 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
New
2020 0 0 0 0 0 0
Hampshire
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
New Jersey 2020 0 0 4 0 4 0
2021 0 0 2 0 2 0
2019 0 0 0 0 0 0
New
2020 0 0 2 0 2 0
Mexico
2021 0 0 1 0 1 0
2019 0 0 13 0 13 0
New York 2020 0 0 11 0 11 0
2021 0 0 7 0 7 0
2019 0 0 0 0 0 0
North
2020 0 0 0 0 0 0
Carolina
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
North
2020 0 0 0 0 0 0
Dakota
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
N Mariana
2020 0 0 0 0 0 0
Islands
2021 0 0 0 0 0 0
2019 0 0 12 0 12 0
Ohio 2020 0 0 7 0 7 0
2021 0 0 4 0 4 0
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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
Outlets
Outlets at Outlets Sold Outlets at
Outlets Reacquired Outlets
State Year Start of to End of the
Opened1 from Closed2
Year Franchisee Year
Franchisee
2019 0 0 7 0 7 0
Oklahoma 2020 0 0 0 0 0 0
2021 0 0 3 0 3 0
2019 0 0 3 0 3 0
Oregon 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 7 0 7 0
Pennsylvani
2020 0 0 5 0 5 0
a
2021 0 0 1 0 1 0
2019 0 0 1 0 1 0
Puerto Rico 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 1 0 1 0
Rhode
2020 0 0 0 0 0 0
Island
2021 0 0 0 0 0 0
2019 0 0 8 0 8 0
South
2020 0 0 2 0 2 0
Carolina
2021 0 0 0 0 0 0
2019 0 0 0 0 0 0
South
2020 0 0 0 0 0 0
Dakota
2021 0 0 0 0 0 0
2019 0 0 1 0 1 0
Tennessee 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 4 0 4 0
Texas 2020 0 0 5 0 5 0
2021 0 0 7 0 7 0
2019 0 0 0 0 0 0
Utah 2020 0 0 0 0 0 0
2021 0 0 1 0 1 0
2019 0 0 0 0 0 0
Vermont 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 1 0 1 0
Virginia 2020 0 0 0 0 0 0
2021 0 0 1 0 1 0
2019 0 0 0 0 0 0
Virgin
2020 0 0 0 0 0 0
Islands US
2021 0 0 0 0 0 0
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 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
Outlets
Outlets at Outlets Sold Outlets at
Outlets Reacquired Outlets
State Year Start of to End of the
Opened1 from Closed2
Year Franchisee Year
Franchisee
2019 0 0 2 0 2 0
Washington 2020 0 0 0 0 0 0
2021 0 0 3 0 3 0
2019 0 0 1 0 1 0
West
2020 0 0 0 0 0 0
Virginia
2021 0 0 1 0 1 0
2019 0 0 1 0 1 0
Wisconsin 2020 0 0 0 0 0 0
2021 0 0 0 0 0 0
2019 0 0 3 0 3 0
Wyoming 2020 0 0 1 0 1 0
2021 0 0 0 0 0 0
2019 0 0 98 1 97 0
TOTAL 2020 0 0 90 0 90 0
2021 0 0 69 0 69 0

1
Any numbers provided in Column 4 reflect restaurants that were previously owned by a franchisee, were reacquired and closed temporarily by the franchisor, and
then reopened in conjunction with the resale of that outlet to a new franchisee. We do not currently intend to open any company-operated restaurants, but reserve
the right to do so in the future.
2
Numbers provided in Column 6 include locations that may have been closed temporarily as of the fiscal year end. These locations may reopen in subsequent
years in conjunction with the resale of the outlet to a new franchisee, at which point they will be reported in Column 4.

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 Table No. 5
Projected Openings as of December 31, 2021

Column 1 Column 2 Column 3 Column 4

Franchise Agreements Projected New Franchised Projected New Company-
Signed But Outlet Not Outlet in the Next Fiscal Owned Outlet in the Next
State Opened Year Fiscal Year
Alabama 1 5 0
Alaska 0 0 0
Arizona 2 1 0
Arkansas 1 2 0
California 7 8 0
Colorado 1 2 0
Connecticut 0 1 0
Delaware 0 0 0
District of Colombia 2 0 0
Florida 8 3 0
Georgia 3 3 0
Guam 0 0 0
Hawaii 0 0 0
Idaho 0 0 0
Illinois 3 1 0
Indiana 0 1 0
Iowa 0 0 0
Kansas 0 0 0
Kentucky 0 0 0
Louisiana 0 2 0
Maine 0 0 0
Maryland 1 2 0
Massachusetts 0 0 0
Michigan 6 5 0
Minnesota 4 3 0
Mississippi 0 0 0
Missouri 0 0 0
Montana 0 0 0
Nebraska 0 0 0
Nevada 1 2 0
New Hampshire 0 0 0
New Jersey 6 4 0
New Mexico 1 2 0
New York 6 6 0
North Carolina 0 0 0
North Dakota 0 0 0
N Mariana Islands 0 0 0

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 Column 1 Column 2 Column 3 Column 4
Franchise Agreements Projected New Franchised Projected New Company-
Signed But Outlet Not Outlet in the Next Fiscal Owned Outlet in the Next
State Opened Year Fiscal Year
Ohio 3 2 0
Oklahoma 12 1 0
Oregon 0 0 0
Pennsylvania 5 2 0
Puerto Rico 3 0 0
Rhode Island 0 0 0
South Carolina 0 0 0
South Dakota 1 1 0
Tennessee 12 9 0
Texas 12 14 0
Utah 0 1 0
Vermont 0 0 0
Virginia 1 2 0
Virgin Islands US 0 0 0
Washington 0 0 0
West Virginia 2 0 0
Wisconsin 0 0 0
Wyoming 0 1 0
State Not Yet
Determined 0 0 0
TOTAL 104 86 0

During the last three fiscal years, we have signed confidentiality clauses with current or former franchisees which restrict
them from speaking openly with you about their experience with us. You may wish to speak with current and former
franchisees, but be aware that not all such franchisees will be able to communicate with you.
Attached as Exhibit B are the names, addresses, and telephone numbers of all operating franchisees in the United States
and its territories as of December 31, 2021. In order to comply with privacy laws, we have omitted the personal
information of these franchisees in this portion of Exhibit B.
Attached as Exhibit B-2 is the name, city, state, and business or home telephone number for every franchisee who had
an outlet permanently terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business
under the Franchise Agreement during the fiscal year 2021 or who has not communicated with us within 10 weeks of
the Disclosure Document issuance date. If you buy this franchise, your contact information may be disclosed to other
buyers when you leave the franchise system.
If your name is included in this Disclosure Document and you notice an error, or if you notice an error in any other
franchisee’s information, please send notice by registered mail to: Doctor’s Associates LLC in care of Franchise World
Headquarters, LLC, 325 Sub Way, Milford, Connecticut 06461-3059.

We have not created, sponsored or endorsed any trademark-specific franchisee organization associated with the
Subway® franchise system. The following independent franchisee organization has asked to be included in this
Disclosure Document: North American Association of Subway Franchisees, Inc., 357 Commerce Drive, Unit #320955,
Fairfield, CT 06825; Telephone: (203) 579-7779; Email: [email protected]; Website: www.naasf.org.
*Please Note: To comply with privacy laws, we have excluded the personal information of our franchisees referenced in this Item 20 that we
are not required by law to disclose.
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 Item 21
FINANCIAL STATEMENTS

Attached as Exhibit C-1 to this Disclosure Document are our audited financial statements, for the fiscal years ended
December 31, 2021, 2020, and 2019.

Item 22
CONTRACTS

The following contracts are attached to this Disclosure Document:

Franchise Agreement…………………………….………………...……...……...……...……...……... Exhibit A

Franchise Agreement Rider………………………………………...……...……...……...……...……... Exhibit A-1
Owners’s Statement ……………………………………………………………………………………. Exhibit A-2
Sub Shop/2000™ Software License Agreement ……………………………………………………….. Exhibit A-3
Subway® POS End User License Agreement …………..………………………………………………. Exhibit A-3-1
Subway® Payment Management Manager End User License Agreement …..…………………………. Exhibit A-3-2
Walmart® Rider…………………………………….………………...……...……...……....................... Exhibit A-4
Sub-Sublease Form for Walmart® ……………………………………………………………………... Exhibit A-4-2
Auntie Anne’s® Rider ……………………………………………………………………….…………. Exhibit A-5
NEXCOM Rider ………………………………………………………………………………………. Exhibit A-6
AAFES Rider ………………………………………………………………………………………….. Exhibit A-7
MCCS Rider …………………………………………………………………………………………… Exhibit A-8
Co-Brand Location Rider ……………………………………………………………………………… Exhibit A-9
Dual Location Test Rider ……………………………………………………………………………… Exhibit A-10
Sublease…………………………..………………………………………………………....….….….... Exhibit D
Franchisor Lease Rider ………………………………………………………………………………… Exhibit D-1
Lease Amendment …………………………………………………………………………………....... Exhibit D-2
Sublicense……..……………………………………………………………………………....….….…. Exhibit D-3
Subconcession Agreement……………………………………………………………………………… Exhibit D-4
Sub Contract…………………………………………………………………………………………….. Exhibit D-5
Intent to Sublease……………………………………………………………………………………..... Exhibit E
Pre-Authorized Bank Form…………………………….………………………………………………. Exhibit F
Renewal Addendum …………………………………………………………………………………… Exhibit G-1
Transfer Addendum ……………………………………………………………………………………. Exhibit G-2
DAL Promissory Note and Security Agreement …...………………………………………………….. Exhibit K
Franchisee Privacy Notice………………..…………………………………………………………..… Exhibit M
General Release ………………………………………………………………………………………… Exhibit O
State Addenda (including state-specific Franchise Agreement Riders)………………………………… Exhibit P
Franchisee Disclosure Questionnaire …………………………………………………………………... Exhibit Q

Item 23
RECEIPTS

Attached as the last page to this Disclosure Document is a detachable Receipt for you to sign and give to us
acknowledging you received this Disclosure Document. You should keep the other copy of the Receipt.

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 EXHIBIT A

FRANCHISE AGREEMENT

DAL 04/22
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 FRANCHISE

AGREEMENT DATE

FRANCHISE AGREEMENT

DOCTOR’S ASSOCIATES LLC

with

DAL 04/22
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 KEY CONTRACT DATA

Name of Franchisee: _______________________

State of Incorporation: ____________________
Type of Entity: ___ LLC ___ Corp. ___ Other: __________________

Principal Fee(s):

Initial Franchise Fee:

a. Standard Franchise Fee. $15,000

b. Reduced Franchise Fee. $7,500

• _____ Additional franchise purchase (if qualified)
 ______ Number of owners new to the System (additional $3,750 for each owner
who is not an existing Subway® franchisee or owner of a Subway® franchisee;
for example, if one owner is an existing franchisee and the other owner is not, the
total Franchise Fee would be $7,500 plus $3,750, or $11,250)
• _____ Initial Franchise Fee for affiliate company (if qualified)
• _____ Initial Franchise Fee for a non-traditional franchisee (if qualified)
• _____ Honorably discharged veteran of the United States Armed Forces purchasing first
franchise (if qualified)

c. Satellite Franchise Fee.

• _____ $5,000 standard
• _____ $1,000 short-term satellite

d. Add-On Franchise Fee. $11,250

Additional Fees:

a. Extension Fee. $1,000

b. Other. $___________. Describe: ________________________________________

Royalty Fee: 8% of Gross Sales

Advertising Contributions: 4.5% of Gross Sales

Approved Location: ____________________________________________

______ Check here if Approved Location not specified at time of execution

Your email address: ____________________

DAL 04/22
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 TABLE OF CONTENTS

1. BACKGROUND INFORMATION. ................................................................................................. 1

2. APPOINTMENT. ............................................................................................................................... 1
3. TERM AND RENEWAL................................................................................................................... 2
4. RESTAURANT AND APPROVED LOCATION. .......................................................................... 3
5. EQUIPMENT, FIXTURES, FURNITURE AND SIGNS. .............................................................. 5
6. TRAINING AND OPERATIONAL ASSISTANCE. ...................................................................... 5
7. COMPUTER SYSTEM. .................................................................................................................... 6
8. INTELLECTUAL PROPERTY. ...................................................................................................... 6
9. CONFIDENTIAL OPERATIONS MANUAL. ............................................................................... 8
10. STANDARDS OF QUALITY AND PERFORMANCE. ............................................................ 8
11. DELIVERY SERVICES. ............................................................................................................ 12
12. MODIFICATION OF THE SYSTEM. ...................................................................................... 13
13. FEES AND CONTRIBUTIONS. ................................................................................................ 13
14. ADVERTISING. .......................................................................................................................... 16
15. CONFIDENTIAL INFORMATION. ......................................................................................... 18
16. ACCOUNTING AND RECORDS.............................................................................................. 19
17. CORPORATION, LIMITED LIABILITY COMPANY OR PARTNERSHIP
FRANCHISEE. ......................................................................................................................................... 21
18. TRANSFERABILITY OF INTEREST. .................................................................................... 21
19. COVENANTS. ............................................................................................................................. 24
20. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION. .............................................. 27
21. INSURANCE. ............................................................................................................................... 28
22. DEFAULT AND TERMINATION. ........................................................................................... 28
23. POST-TERM RIGHTS AND DUTIES. ..................................................................................... 31
24. MISCELLANEOUS. ................................................................................................................... 34
25. ACKNOWLEDGEMENTS. ....................................................................................................... 39

DAL 04/22
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 DOCTOR’S ASSOCIATES LLC
FRANCHISE AGREEMENT
This Franchise Agreement (this “Agreement”), made on the date shown on the cover page hereof
(the “Agreement Date”), by and between Doctor’s Associates LLC, a Florida limited liability company
with a principal office in Milford, Connecticut (“Franchisor”, “we”, “us”, or “our”), and the party
identified as Franchisee in the Key Contract Data at the beginning of this Agreement (“Franchisee”, “you”
or “your”).

1. Background Information.

A. Our affiliate, Subway IP LLC (“SIP”) is the owner of a proprietary system for establishing
and operating restaurants featuring sandwiches, pizza and salads under our trade name and service mark,
Subway®, which operate with a uniform business format, specially designed equipment, methods,
procedures, and designs (the “System”). The System includes the trademark Subway®, other trademarks,
trade names, service marks, commercial announcements (slogans) and related insignia (logos) owned by
SIP (the “Marks”). The System was developed spending considerable money, time, and effort. The System
also includes confidential information and goodwill. SIP has granted us a non-exclusive license to use the
System in the United States of America and its territories to establish and sublicense others to establish and
operate Subway® restaurants (“Subway® Restaurants”). Subway® Restaurants are operated by persons
meeting our qualifications to whom we have granted franchises.

B. You have applied for the right and obligation to operate a Subway® Restaurant utilizing
the Marks solely at the Approved Location (as defined in Section 4.A) described in this Agreement. Such
application has been approved by us in reliance upon all of the representations made within it being true,
correct and complete including, without limitation, your ownership. You desire to operate a Subway®
Restaurant under the System and wish to obtain a franchise from us for that purpose.

C. You have read this Agreement, and our franchise disclosure document, and have been
given an opportunity to clarify any provisions that you did not understand. You understand and accept the
terms, conditions, and covenants contained in this Agreement as being reasonably necessary to maintain
our high standards of quality and service and the uniformity of those standards at all Subway® Restaurants,
and thereby to protect and preserve the goodwill of the Marks.

D. The term “Franchisee”, “you” and “your” as used herein is applicable to one or more
persons, a corporation, limited liability company or a partnership, as the case may be, and the singular usage
includes the plural and the masculine and neuter usages include the other and the feminine. References to
“Franchisee”, “you” and “your” applicable to an individual or individuals shall mean the principal owner
or owners of the equity or operating control of you if you are a corporation, limited liability company or
partnership, and shall include all such individuals collectively and individually.

E. The parties agree that the information in this Section 1 (“Background Information”) is
true and correct, and we are relying on it.

2. Appointment.

A. We hereby grant to you, upon the terms and conditions of this Agreement, a franchise to
operate a Subway® Restaurant (the “Restaurant”) and to use in connection therewith the System, as it may
be changed, improved and further developed from time to time, and the Marks solely at the Approved
Location and for the Term.

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 B. You acknowledge and agree this Agreement does not grant you any territorial rights and
there are no radius restrictions or minimum or maximum population requirements which limit where we
can license or open another Subway® Restaurant, unless otherwise provided under applicable state law.
We and our affiliates have unlimited rights to compete with you and to license others to compete with you.
You acknowledge and agree that we and our affiliates retain the exclusive unrestricted right to produce,
distribute, and sell food products, beverages, and other products and services, under the Subway® mark or
any other mark, directly and indirectly, through employees, representatives, franchisees, licensees, assigns,
agents, and others, at wholesale, retail, and otherwise, at any location, without restriction by any right you
may have, and without regard to the location of any Subway® Restaurant, and these other stores or methods
of distribution may compete with the Restaurant and may adversely affect your sales. You do not have any
right to exclude, control, or impose conditions on the location or development of any Subway® Restaurant,
other restaurant, store or other method of distribution, under the Subway® mark or any other mark.

3. Term and Renewal.

A. This Agreement shall be effective and binding from the date that we execute it and shall
expire twenty (20) years from the Agreement Date, unless sooner terminated pursuant to this Agreement
(the “Term”).

B. You will have the right to renew this franchise at the expiration of the initial Term of the
franchise for one (1) additional successive term of twenty (20) years, provided that all of the following
conditions have been fulfilled:

1. You have, during the entire Term, complied with all material provisions of this
Agreement and (if applicable) the Sublease (defined in Section 4.D);

2. You maintain possession of the premises of the Restaurant (the “Premises”) and
by the expiration date of this Agreement you have brought the Restaurant into full compliance with
the specifications and standards then applicable for new or renewing Subway® Restaurants, and
you have presented evidence satisfactory to us that you have the right to remain in possession of
the Premises for the duration of any renewal term or any lesser period that we approve in writing;
or, in the event you are unable to maintain possession of the Premises, or in our judgment the
Restaurant should be relocated, you secure substitute premises approved in writing by us and have
furnished, stocked and equipped such premises to bring the Restaurant at its substitute premises
into full compliance with our then-current specifications and standards by the expiration date of
this Agreement;

3. You have given written notice of renewal to us no earlier than eighteen (18)
months, and no later than twelve (12) months, prior to expiration of the initial Term;

4. You have satisfied all monetary obligations owed by you to us and our affiliates
and you have timely met these obligations throughout the Term;

5. You agree to execute upon renewal our then-current form of Franchise Agreement
(with appropriate modifications to reflect the fact that the Franchise Agreement relates to the grant
of a renewal franchise, and with no further right of renewal), which agreement shall supersede in
all respects this Agreement, and the terms of which may materially differ from the terms of this
Agreement, including, without limitation, a different percentage Royalty Fee and Advertising
Contribution; provided, however, you shall be required to pay a renewal fee equal to twenty five
percent (25%) of our then-current standard initial franchise fee (excluding any promotions or
discounts);

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 6. You have complied with our then-current qualification and training requirements;

7. You have executed our current form of Renewal Addendum; and

8. You and your owners have executed a general release, in a form prescribed by us,
of any and all claims against us and our subsidiaries and affiliates, and their respective officers,
directors, agents, owners and employees.

4. Restaurant and Approved Location.

A. You may operate the Restaurant only at a location that we approve (the “Approved
Location”). If we have already approved a location at the time of executing this Agreement, then the
Approved Location is specified in the Key Contract Data at the beginning of this Agreement. If we have
not yet approved a location at the time of executing this Agreement, then you will be responsible for leasing
a suitable site for the Restaurant. Prior to the acquisition of any site for the premises of the Restaurant, you
shall submit a description of the proposed site to us accompanied by photographs depicting the proposed
site, as well as any other information about the site that we may reasonably require. We will provide you
with written notice of our approval or disapproval of a proposed site within fifteen (15) business days after
receiving your written submission thereof and completing a physical inspection of the proposed site. If we
fail to respond within such 15-day period, the site will be deemed disapproved.

B. While we may provide you with our experience and expertise in a selection of a location,
you hereby acknowledge and agree that our approval of a site does not constitute an assurance,
representation or warranty of any kind, express or implied, as to the success or profitability of your
Restaurant operated at the site. Our approval of the site indicates only that we believe the site complies with
acceptable minimum criteria established by us solely for our purposes as of the time of the evaluation. Both
you and we acknowledge that application of criteria that have been effective with respect to other sites and
premises may not be predictive of potential for all sites and that, subsequent to our approval of a site,
demographic and/or economic factors, such as competition from other similar businesses, included in or
excluded from our criteria could change, thereby altering the potential of a site. Such factors are
unpredictable and are beyond our control. We shall not be responsible for the failure of a site approved by
us to meet your expectations as to revenue or operational criteria. You further acknowledge and agree that
your acceptance of a franchise for the operation of a Restaurant at the site is based on your own independent
investigation of the suitability of the site. It shall be your sole responsibility to undertake site selection
activities and otherwise secure premises for the Restaurant.

C. In the event no acceptable site is found and approved by the parties within six (6) months
from the Agreement Date, then and in that event, either party may terminate this Agreement upon written
notice to the other party. Notwithstanding any such termination, you shall return all confidential materials
concerning the operation of a Restaurant and shall continue to be bound by your obligations under Sections
9, 15 and 20 hereof.

D. After receiving our written approval of the location of the Restaurant, we or our affiliate
shall, at our option, either: (1) lease the Premises from the owner or landlord of the Approved Location and
you will execute a sublease with us for the Premises (the “Sublease”); (2) permit you to lease the Premises
directly from the owner or landlord; or (3) permit you to own the Premises directly. In the case of (2) above,
the terms of such lease must be provided to us and approved by us prior to you entering into a lease
agreement (an “Approved Lease”). Our approval of the terms of a lease indicates only that we believe the
lease complies with acceptable minimum criteria we established. You acknowledge and agree that your
acceptance of a lease is based on your own independent investigation, including consultation with your own
attorney and other advisors. For purposes of this Agreement, the term “Lease” shall refer to a Sublease or

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an Approved Lease. The Lease must contain a fully-executed lease rider in the form that we require (the
“Lease Rider”). If you execute an Approved Lease, and not a Sublease, it is your sole responsibility to
obtain a fully executed Lease Rider in connection with executing the Approved Lease. The Lease Rider is
intended to provide us with certain protections under the Approved Lease and may not benefit you or the
landlord. If you or the landlord request that we consider any modifications to the Lease Rider, and we elect
to do so, we may also require you to reimburse us for all expenses we incur (including reasonable attorneys’
fees) in connection with such review. We may also reject any request for modifications to the Lease Rider
for any reason.

E. You agree that upon obtaining possession of the Approved Location for the Restaurant,
you will: (i) cause to be prepared and submit for our approval a site survey and any modifications to our
basic plans and specifications (not for construction) for a Restaurant (including requirements for
dimensions, exterior design, materials, interior design and layout, equipment, fixtures, furniture, signs and
decorating) at the Approved Location, provided that you may modify our basic plans and specifications
only to the extent required to comply with all applicable ordinances, building codes and permit
requirements and only with prior written approval by us; (ii) obtain all required zoning changes; all
required building, utility, health, sanitation, and sign permits and licenses and any other required
permits and licenses; (iii) purchase or lease equipment, fixtures, furniture and signs as provided herein;
(iv) complete the construction and/or remodeling, equipment, fixture, furniture and sign installation and
decorating of the Restaurant in full and strict compliance with plans and specifications therefor approved
in writing by us and with all applicable ordinances, building codes and permit requirements; (v) obtain all
customary contractors' sworn statements and partial and final waivers of lien for construction, remodeling,
decorating and installation services; and (vi) otherwise complete development of and have the Restaurant
ready to open and commence the conduct of its business in accordance with this Agreement.

F. You acknowledge and agree that we may from time to time designate the maximum amount
of debt that a Restaurant may service, and you will ensure that you comply with such limits. You will ensure
that you have sufficient cash at all times, through equity capital contributed to you by your owners, to
comply with any such requirement.

G. If the Lease terminates without your fault, or if the site is destroyed, condemned or
otherwise rendered unusable without your fault, or if in our judgment there is a change in character of the
location of the Restaurant sufficiently detrimental to its business potential to warrant its relocation, we will
grant permission for relocation of the Restaurant to a location and site acceptable to us. Any such relocation
shall be at your sole expense and we shall have the right to charge you for any costs incurred by us, and a
reasonable fee, in connection with any such relocation of the Restaurant

H. If you own the Premises, you represent and warrant that as of the Agreement Date: (a) you
or your affiliate (that you control, either directly or indirectly) are the rightful owner in fee simple of the
Premises; (b) you have the right to occupy the Premises and operate the Restaurant without restriction
through the Expiration Date of this Agreement; and (c) you have no knowledge of any fact or circumstance
which would give rise to any claim, demand, action or cause of action arising out of, or in connection with,
your occupancy of the Premises. You are required to operate the Restaurant at the Premises through the
Expiration Date, and you may not relocate the Restaurant without our prior written consent. You agree that,
in the event that you or your affiliate wishes to sell the Premises prior to the Expiration Date, you shall,
prior to the sale, agree to enter into a lease with the buyer, which must be an Approved Lease, that does not
expire until on or after the Expiration Date, and the terms of such Approved Lease must be provided to us
and approved in writing by us prior to you entering into the Approved Lease. Our approval of the terms of
an Approved Lease indicates only that we believe the Approved Lease complies with acceptable minimum
criteria we established. You acknowledge and agree that your acceptance of the Approved Lease is based
on your own independent investigation, including consultation with your attorney and other advisors. The

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Approved Lease must contain a Lease Rider in the form that we require, and it is your sole responsibility
to obtain it and deliver a counterpart to us. The Lease Rider is intended to provide us with certain protections
under the Approved Lease and may not benefit you or your landlord. If you or the landlord requests that
we consider any modifications to the Lease Rider, and we elect to do so, we may also require you to
reimburse us for all expenses we incur (including reasonable attorneys’ fees) in connection with such
review. We may also reject any request for modifications to the Lease Rider for any reason.

5. Equipment, Fixtures, Furniture and Signs.

A. We shall provide you with specifications for brands and types of food and beverage
preparation, dispensing, storage and display equipment, POS System, other equipment, fixtures, furniture,
exterior and interior signs and decoration required for the Restaurant. Specifications may include minimum
standards for performance, warranties, design and appearance and local zoning, sign and other restrictions.
You may purchase or lease original and replacement equipment, fixtures, furniture, signs and decorating
materials and services meeting such specifications from any source, except as we provide otherwise in this
Agreement, the Confidential Operations Manual, published policies, procedures or guidelines or other
written materials we may issue from time to time. If you propose to purchase or lease any item of equipment
or furniture or any fixture, sign or decorating materials not theretofore approved by us as meeting our
specifications, you shall submit your request in writing to us before purchasing or leasing any item and
such item shall be purchased only following our written consent approving same. We will not be obligated
to respond to your request, and any actions we take in response to such request will be at our sole discretion.
Any such equipment, fixtures, furniture, signs and decorating materials bearing the name Subway® or other
Marks will remain SIP’s property even though you may have paid a third party to make the equipment,
fixtures, furniture, signs or decorating materials. We have the right to physically remove any such
equipment, fixtures, furniture, signs or decorating materials from the Premises if we believe it is necessary
to protect the goodwill associated with the Marks.

B. You shall comply with all specifications for brands and types of food and beverage
preparation, dispensing, storage and display equipment, POS System, other equipment, fixtures, furniture,
exterior and interior signs and decoration for use in the Restaurant that we require from time to time.

6. Training and Operational Assistance.

A. Before the Restaurant opens, we will train you (or your Designated Manager(s), as that
term is defined in Section 10.J) on establishing and independently operating a Subway® Restaurant. The
training program will be at a location we choose and may include web-based courses.

B. You, your Designated Manager(s) or your employee(s) who attend may be dismissed from
the training program and this Agreement may be terminated, with no refund of your Franchise Fee (defined
below), if you, your Designated Manager(s) or your employee(s) materially fail to act in accordance with
our Code of Business Conduct during the training program (which will be made available to you at or before
attending the training program).

C. We will train up to two (2) persons without a tuition charge, one of whom must be you or
a Designated Manager, and the other person may be a second Designated Manager or other employee. You
are responsible for all travel, lodging, meal and wage expenses for all who attend, and you are also
responsible for initial training related tuition for any persons beyond the two (2) included persons. We may
require you to replace any managers (including any of the Designated Managers) who we determine are not
qualified or suitable to operate a Subway® Restaurant.

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 D. Each of your employees shall complete a training program as prescribed in the Confidential
Operations Manual on Restaurant operations and standards only, and it will not address any terms or
conditions of employment.

E. If the training program is not completed to our satisfaction, additional training may be
required at your expense. If we determine that you or your Designated Managers are unable to satisfactorily
complete the training program, we shall have the right to terminate this Agreement upon written notice to
you.

F. We from time to time may provide and may require that previously trained and experienced
franchisees or their managers or employees attend and successfully complete refresher training programs
or seminars to be conducted at such locations as may be designated by us, and at your expense, including
courses provided by third-parties we designate, or by a representative or Business Developer (“BD”, f/k/a
Business Development Agent or “BDA”); provided, however, that attendance will not be required at more
than four (4) such programs in any calendar year.

7. Computer System.

A. You will use a computer-based point-of-sale system (the “POS System”) including
software and hardware that we specify to record and report all sales and other designated business
information to us. You have the sole and complete responsibility for: (a) acquiring, operating, maintaining
and upgrading the POS System and any other computer hardware, software, cash register and other
equipment required by us from time to time (the “Computer Systems”); (b) ensuring that the Computer
Systems interface with our systems and those of third parties in the manner that we require from time to
time; and (c) any and all consequences that may arise if the Computer Systems are not properly operated,
maintained, and upgraded. You must also accept credit card and debit card payments as well as contactless
and mobile device payments and participate in our gift card, loyalty, rewards and related programs at your
expense. To maintain a competitive advantage in the quick service restaurant industry, you may be required
to invest in and implement new technology and digital initiatives at your own expense. You acknowledge
that you will be required (if permitted by local law) to enter into software or hardware license agreements
and other technology programs/initiatives during the Term, including without limitation hardware-as-a-
service agreements, and you will accept and consent to any such agreements, programs or initiatives
electronically or as we otherwise direct.

B. You acknowledge and agree that the software you are required to use, if permitted by local
law, has remote access capabilities and that we or our designee may, from time to time, remotely access
your POS System and other Computer Systems in order to maintain system security, perform routine system
maintenance, provide technical support, increase operational efficiency, install updates to software
programs and/or applications, or install or remove software programs and/or applications. We may also
retrieve information, such as transaction data and technical data, from your POS System or other Computer
Systems at any time. You will not use, offer or sell to other franchisees any software applications or other
technology products or services that use the Marks or that we designate as proprietary, unless we approve
in writing.

8. Intellectual Property.

A. You acknowledge that our affiliate, SIP, is the owner of the Marks, and your right to use
the Marks is derived solely from this Agreement and is limited to the conduct of business by you pursuant
to and in compliance with this Agreement and all applicable standards, specifications, and operating
procedures prescribed by us from time to time during the Term. Any unauthorized use of the Marks by you
shall be a breach of this Agreement and an infringement of the rights of us and SIP in and to the Marks.

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You acknowledge and agree that all usage of the Marks by you and any goodwill established by your use
of the Marks shall inure to the exclusive benefit of SIP and us and that this Agreement does not confer any
goodwill or other interests in the Marks upon you. You shall not, at any time during the Term or after its
termination or expiration, contest the validity or ownership of any of the Marks or assist any other
person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement
applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols
authorized for use by us after the date of this Agreement.

B. You shall not use any Mark (i) as part of any corporate or trade name, (ii) as part of any
website, app, domain name, email address, social media account, user name, other online presence, other
digital platform or identification of yourself in any electronic medium of any kind (“Online Presence”),
except in accordance with our guidelines set forth in the Confidential Operations Manual or otherwise in
writing by us from time to time, (iii) with any prefix, suffix, or other modifying words, terms, designs, or
symbols, (iv) in any modified form, (v) in connection with the sale of any unauthorized product or service,
or (vi) in any other manner not expressly authorized in writing by us, including without limitation in a
manner that degrades, diminishes, or detracts from the goodwill associated with the Marks, or which, in
our sole opinion, is scandalous, immoral, or satirical. You agree to give such notices of trademark and
service mark registrations as we specify and to obtain such fictitious or assumed name registrations as may
be required under applicable law. You may not use any Mark in advertising the transfer, sale, or other
disposition of your Restaurant or an ownership interest in you without our prior written consent. You shall
not use any of the Marks in any manner which has not been specified or approved by us in writing.

C. You shall immediately notify us in writing of any apparent infringement of or challenge to

your use of any Mark, and of any claim by any person of any rights in any Mark or any similar trade name,
trademark, or service mark of which you become aware. You shall not directly or indirectly communicate
with any person other than us, SIP, and our or their counsel in connection with any such infringement,
challenge, or claim. We and SIP shall have the right to take such action as we and/or SIP deem appropriate
and the right to exclusively control any litigation, U.S. Patent and Trademark Office proceeding or other
administrative proceeding arising out of such infringement, challenge or claim or otherwise relating to any
Mark. You agree to execute any and all instruments and documents, render such assistance, and do such
acts and things as may, in the opinion of our or SIP’s counsel, be necessary or advisable to protect and
maintain the interests of us or SIP in any such litigation, U.S. Patent and Trademark Office proceeding, or
other administrative proceeding or to otherwise protect and maintain the interests of us and SIP in the
Marks.

D. We agree to indemnify you against, and to reimburse you for, all damages for which you
are held liable in any proceeding in which your use of any Mark pursuant to and in compliance with this
Agreement, the Confidential Operations Manual and our other written guidelines is held to constitute
trademark infringement, unfair competition or dilution, and for all costs reasonably incurred by you in the
defense of any such claim or in any such proceeding in which you are named as a party, provided that you
have timely notified us of such claim or proceeding and have otherwise complied with this Agreement and
that we shall have the right to defend any such claim.

E. If it becomes advisable at any time for us and/or you to modify or discontinue use of any
Mark, and/or use one or more additional or substitute trade names, trademarks, service marks, or other
commercial symbols, you agree to comply with our directions within a reasonable time after our notice to
you, and we shall have no liability or obligation whatsoever with respect to your modification or
discontinuance of any Mark or expenses incurred in connection therewith.

F. In order to preserve the validity and integrity of the Marks and copyrighted material
licensed herein and to assure that you are properly employing the same in the operation of the Restaurant,

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we or our agents shall have the right of entry and inspection of the Premises at all reasonable times and,
additionally, shall have the right to observe the manner in which you are rendering your services and
conducting your operations, to confer with your employees and customers, to inspect your Computer
Systems (including hardware, software, security, configurations, connectivity, and data access), and to
select ingredients, food and non-food products, beverages, and other items, products, materials and supplies
for test of content and evaluation purposes to make certain that the services, ingredients, products, materials,
equipment and operations are satisfactory and meet the quality control provisions and performance
standards established by us.

G. You agree not to, and to use your best efforts to cause your parents, subsidiaries and
affiliates, and your and their respective owners, officers, directors, employees, managers, agents,
representatives, spouses, heirs, predecessors, successors, and assigns not to, disparage or otherwise speak
or write negatively, directly or indirectly, of us or our parents, subsidiaries, and affiliates, and our and their
respective current and former owners, officers, directors, employees, managers, agents, representatives,
predecessors, successors, and assigns or our or their current and former franchisees, BDs, developers, area
developers or the Subway® brand, the System, or any other service-marked or trademarked concept of us,
or which would subject the Subway® brand to ridicule, scandal, reproach, scorn, or indignity or which would
negatively impact the goodwill of us, our affiliates, the Subway® brand or the Marks.

9. Confidential Operations Manual.

A. We will make available to you during the Term, in the format that we choose (electronic,
hardcopy, or both), an operations manual containing mandatory specifications, standards, operating
procedures and rules prescribed from time to time by us for Subway® Restaurants and information relative
to other of your obligations hereunder and the operation of the Restaurant (the “Confidential Operations
Manual”). The mandatory specifications, standards, operating procedures and rules prescribed from time
to time by us for Subway® Restaurants are referred to herein as the “System Standards”. The Confidential
Operations Manual contains our proprietary information and shall be kept confidential by you both during
the Term and subsequent to the expiration or termination of the Term. The Confidential Operations Manual
includes all policies, procedures, specifications, rules and guidelines that we may promulgate or revise from
time to time and publish via an intranet, the internet, in other electronic media, or in other written format.
We shall have the right to add to and otherwise modify the Confidential Operations Manual from time to
time to reflect changes in the System Standards.

B. The Confidential Operations Manual shall at all times remain the sole property of us and
any hardcopy version thereof that we may have provided to you shall promptly be returned to us upon the
expiration or termination of this Agreement.

C. You shall at all times ensure that the Confidential Operations Manual is available at the
Premises in a current and up-to-date manner, and in the event of any dispute as to the contents of the
Confidential Operations Manual, the terms of the master copy of the Confidential Operations Manual
maintained by us at our home office shall be controlling.

10. Standards of Quality and Performance.

A. You shall commence operation of the Restaurant not later than twelve (12) months from
the Agreement Date, or as otherwise approved in writing by us. Prior to such opening, you shall have
procured all necessary licenses, permits, and approvals, including but not limited to construction permits,
shall have hired and trained personnel, made all leasehold improvements, and purchased initial inventory.
If you for any reason fail to commence operations as herein provided, unless you are precluded from doing
so by war or civil disturbance, natural disaster or organized labor dispute that precludes such timely

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commencement of operation, such failure shall be considered a default and we may terminate this
Agreement. Once you have commenced operation of the Restaurant, you must actively and continuously
operate the Restaurant during normal business hours (as we may periodically prescribe in the Confidential
Operations Manual or elsewhere in writing) for the entire duration of the Term.

B. You agree to maintain (or cause to be maintained) the condition and appearance of the
interior and exterior of the Premises consistent with our quality controls and standards for the image of a
Subway® Restaurant as an attractive, pleasant and comfortable facility conducive to patronage and impulse
buying by its customers. You agree to carry out such maintenance of the Restaurant as is from time to time
required to maintain or improve the appearance and efficient operation of the Restaurant, including
replacement of worn out or obsolete fixtures and signs, repair of the exterior and interior of the Restaurant
and redecorating. If at any time in our business judgment the general state of repair or the appearance of
the Premises or its equipment, fixtures, signs or decor does not meet our quality control and standards
therefor, we shall so notify you, specifying the action to be taken by you to correct such deficiency. If you
fail or refuse to initiate within thirty (30) days after receipt of such notice, and thereafter continue, a bona
fide program to complete any required maintenance, we shall have the right, in addition to all other
remedies, to enter upon the Premises and effect such repairs, painting, decorating or replacements of
equipment, fixtures or signs on your behalf and you shall pay the entire costs thereof on demand. Your
obligation to initiate and continue any required maintenance shall be suspended during any period in which
such maintenance is commercially impractical due to war, civil disturbance, natural disaster, organized
labor dispute or other event beyond your reasonable control.

C. You shall make no material alterations to the improvements of the Restaurant nor shall you
make material replacements of or alterations to the equipment, fixtures or signs of the Restaurant without
our prior written approval.

D. The Approved Location shall be used solely for the purpose of conducting a Subway®
Restaurant.

E. Except if you are prohibited from selling products under applicable law or under the terms
of the Restaurant lease, you agree that you will offer for sale and sell at the Restaurant all types of
sandwiches, food, drinks and other products that we from time to time authorize, and that you will not offer
for sale or sell at the Premises any other food product, beverage, confection or non-food product whatsoever
or use the Premises for any purpose other than the operation of the Restaurant in full compliance with this
Agreement. You further agree that you will participate in any gift certificate, gift card and/or loyalty card
programs that we require. To the extent allowed by applicable law, you must comply with our minimum,
maximum, and other pricing requirements for sandwiches and other products and services offered by the
Restaurant, as well as comply with our pricing methods and procedures for in-store, curbside, delivery,
catering, on-line/electronic and any other types of orders, including but not limited to advertising and
marketing promotions.

F. From time to time, we shall provide to you in the Confidential Operations Manual or
otherwise in writing a list of approved manufacturers, suppliers, and distributors and approved food and
non-food products, fixtures, equipment, signs, stationery, supplies, and other items or services necessary to
operate the Restaurant. Such list shall specify the manufacturer, supplier and distributor and the food and
non-food products, fixtures, equipment, signs, stationery, supplies and services that we have approved to
be carried or used in the System. We may revise the approved list of manufacturers, suppliers and
distributors and the approved list of food and non-food products, fixtures, equipment, signs, stationery,
supplies, and other materials from time to time. Such approved list shall be submitted to you in a form that
we deem advisable. You must respond to the recall of any products in the manner and at the time that we
specify.

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 G. All sandwiches, menu items, breads, meats, cheeses, ingredients, toppings, spices, mixes
and other food and beverage products and materials, containers, packaging materials, other paper and plastic
products, plates, cups, utensils, menus, uniforms, forms, cleaning and sanitation materials and other
materials and supplies used in the operation of the Restaurant shall conform to the specifications and quality
standards established by us from time to time in the Confidential Operations Manual or otherwise. Except
as otherwise provided herein, you may only purchase such products that meet our specifications and quality
standards from suppliers approved by us as meeting our criteria for Subway® Restaurant suppliers, such
criteria and suppliers being subject to change by us from time to time. If you propose to offer for sale at the
Restaurant any brand of product, or to use in the operation of the Restaurant any brand of food ingredient
or other material or supply, that is not then approved by us as meeting our minimum specifications and
quality standards, or to purchase any product from a supplier that is not then designated by us as an approved
supplier, you shall submit your request in writing to us before purchasing or leasing any such ingredient,
material or supply, and its purchase or lease may not be made by you absent our prior written consent. We
will not be obligated to respond to your request, and any actions we take in response to such request will
be at our sole discretion, including the assessment of a fee to compensate us for the time and resources we
spend in evaluating the ingredient, material or supply. If we do not respond to your request within thirty
(30) days, the request shall be deemed denied. We reserve the right from time to time to examine the
facilities of any approved supplier or distributor and to conduct reasonable testing and inspection of the
ingredients, materials or supplies to determine whether they meet our standards and specifications. We also
reserve the right to charge fees for testing and evaluating proposed suppliers or distributors and to impose
reasonable limitations on the number of approved suppliers or distributors of any product. Approval of a
supplier or distributor may be conditioned on requirements relating to frequency of delivery and standards
of service, including prompt attention to complaints and the ability to service and supply Subway®
Restaurants within areas designated by us.

H. In addition to the specific operating standards and specifications set forth above, you agree
to fully comply with the System Standards in effect from time to time as set forth in the Confidential
Operations Manual or otherwise communicated to you by us in writing (including by intranet or other
electronic means).

I. You shall secure and maintain in force all required licenses, permits and certificates
relating to the leasing, construction, opening, and operation of the Restaurant and shall operate the
Restaurant in full compliance with all applicable laws, ordinances and regulations, including without
limitation all government regulations relating to occupational hazards and health, consumer protection,
trade regulation, worker’s compensation, unemployment insurance and withholding and payment of
Federal and State income taxes and social security taxes and sales, use and property taxes. You agree to
refrain from any merchandising, advertising or promotional practice that is unethical or may be injurious
to our business and/or other Subway® Restaurants or to the goodwill associated with the Marks. Upon
request, you will forward to us copies of any documentation relating to these items.

J. The Restaurant shall at all times be under your direct, on-premises supervision or a trained
and competent employee acting as full-time manager. In the event you operate more than one franchise, or
in the event you do not devote your full time to conducting the Restaurant business, we may require you to
designate one or more competent managers who have completed the training requirements to hold the
position of full-time managers (each a “Designated Manager”) for the Restaurant. You must, upon our
request, keep us informed at all times of the identity of any other employee(s) acting as manager(s) of the
Restaurant. We shall make training available, as is necessary in our judgment, for all managers who you
designate. We shall provide such training at the then-current published rates. You agree that you will at all
times faithfully, honestly and diligently perform your obligations hereunder and that you will not engage
in any other business or activities that, in our judgment, will conflict with your obligations hereunder.

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 K. You will be solely responsible for all costs of building and operating the Restaurant,
including, but not limited to, construction costs and permits, equipment, furniture, fixtures, signs,
advertising, insurance, food products, labor, utilities, rent, fees, customs, stamp duty, other duties,
governmental registrations, sales tax and other taxes. You must register to collect and pay sales taxes before
you open the Restaurant, and you must maintain these registrations during the Term. You shall promptly
pay when due all taxes levied or assessed on your Restaurant operation, including, without limitation,
unemployment and sales taxes, and all accounts and other indebtedness of every kind that you incur in the
operation of the Restaurant. You shall promptly pay to us the amount equal to all taxes levied or assessed,
including, but not limited to, sales taxes, use taxes, withholding taxes, excise taxes, personal property taxes,
intangible property taxes, gross receipt taxes, taxes on royalties (including without limitation the Franchise
Fee, Royalty Fee and Advertising Contributions), any similar taxes or levies imposed upon, or required to
be collected or paid by us by reason of the furnishing of products, intangible property (including trademarks
and trade names), or service by us to you through the sale, license or lease of property or property rights
provided by this Agreement. The foregoing does not include tax on your net income. You will, at your sole
discretion, recruit, hire, terminate, discipline and supervise all Restaurant employees, set pay rates, and pay
all wages and related amounts, including any employment benefits, unemployment insurance, withholding
taxes or other sums. You will reimburse us for any such costs that we must pay in connection with your
operation of the Restaurant.

L. You and your owners represent and warrant to us that all statements, documents, materials,
and information submitted to us, including the application for the rights granted by this Agreement are true,
correct and complete in all material respects, and there have been no material omissions. You and your
owners agree to comply with any and all laws, regulations, Executive Orders or otherwise of any kind,
including those relating to anti-terrorist activities, such as, without limitation Executive Order 13224 and
related U.S. Treasury and other regulations. You confirm that you and your owners, officers and directors
are not listed on the Annex to Executive Order 13224 (or any subsequent or related order) and you agree
not to hire any person so listed or have any dealing with a person so listed (the Annex is currently available
at www.treasury.gov). You are solely responsible for ascertaining the actions that must be taken to comply
with such laws, orders and/or regulations.

M. You must implement all administrative, physical and technical safeguards necessary to
protect any information that can be used to identify an individual, including without limitation names,
addresses, telephone numbers, e-mail addresses, employee identification numbers, signatures, passwords,
financial information, credit card information, biometric or health data, government-issued identification
numbers and credit report information (“Personal Information”) in accordance with applicable laws and
industry best practices. Without limiting the foregoing, you must comply with the Payment Card Industry
Data Security Standard (commonly known as “PCI Compliance” or “PCI-DSS”), and any successor
thereto. It is entirely your responsibility (even if we provide you any assistance or guidance in that regard)
to confirm that the safeguards you use to protect Personal Information comply with all applicable laws and
industry best practices related to the collection, access, use, storage, disposal and disclosure of Personal
Information. If you become aware of a suspected or actual breach of security or unauthorized access
involving Personal Information, you will notify us immediately and specify the extent to which Personal
Information was compromised or disclosed.

N. You acknowledge and agree that the foregoing standards of quality and performance are
reasonable and necessary to preserve the identity, reputation, value and goodwill of the System. In the event
that any cash rebates, mark ups, volume discounts, concessions, advertising allowances, or discount
bonuses (collectively “Rebates”), whether by way of cash, kind or credit, are available to or received by us
and/or our affiliates from any third party, whether or not on account of purchases made (i) by us for our
own account or for your account, or franchisees generally; or (ii) by you directly for your own account, we

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and/or our affiliates shall be entitled to retain the whole of the amount or any part of such Rebates. You
acknowledge and agree that we and/or our affiliates have the right to realize a profit on any goods or services
that we and/or our affiliates supply to you.

11. Delivery Services.

A. You must provide delivery services in compliance with the Confidential Operations
Manual and as we otherwise specify in writing from time to time. We may authorize you to provide delivery
services directly to end user customers, through approved third-party delivery service providers (each a
“Third-Party Delivery Provider”) or through such other delivery methods as we approve in advance in
writing.

B. You will not receive any exclusive or protected delivery area around your Restaurant for
engaging in delivery or sale for delivery of sandwiches and other food products (“Delivery Activities”).
We may establish from time to time geographic areas within which you may perform Delivery Activities
(your “Delivery Area”). We may restrict where you may engage in Delivery Activities, and we may
designate one or more Third-Party Delivery Providers as the sole or designated Third-Party Delivery
Provider(s) and require you to contract with and comply with your agreements with them. We may require
you to direct customers for Delivery Services outside of your Delivery Area to other Subway® Restaurants
or decline to sell sandwiches and other food products to them. We may permit Third-Party Delivery
Providers to direct and allocate Delivery Activities among delivery service areas they or we may designate.
Because of the evolving nature of the food to-go and delivery service sector, these standards and policies
for Delivery Activities may change and evolve at any time. We will not be liable for any reduction in your
sales or profits as a result of these Delivery Activities or for engaging in Delivery Activities.

C. You must comply with all laws at all times in offering Delivery Activities, including, but
not limited to, obtaining and maintaining all required permits, licenses, consents and waivers required by
any laws. You also agree to comply fully with the standards for third-party ordering and delivery services
as established by us from time to time, including, but not limited to: using such food containers, thermal
bags or other storage devices we may designate to the Third-Party Delivery Provider or you; providing such
amount of additional condiments, napkins and utensils as we deem appropriate; sealing the delivery bags
with the appropriate tamper-evident sticker or other approved methods; and ensuring the food safety, quality
and temperature maintenance of sandwiches and other food products. You are solely responsible for
maintaining adequate insurance to cover any liability that may arise from the use of Third-Party Delivery
Providers (or other delivery methods) for Delivery Activities from your Restaurant and comply with our
requirements for such insurance.

D. Unless approved in advance in writing by us, you will not: (a) advertise, promote or make
any media statements about any Third-Party Delivery Provider; or (b) purport to authorize or consent to
any Third-Party Delivery Provider to advertise or promote its own products or services using any of the
Marks.

E. We reserve the right to periodically designate Third-Party Delivery Providers in our sole
judgment. If you want to use a Third-Party Delivery Provider that we have not yet approved, you must first
submit the name of such proposed Third-Party Delivery Provider and other sufficient information for us to
evaluate whether the Third-Party Delivery Provider meets our criteria. We may condition our approval of
a Third-Party Delivery Provider on such provider agreeing to provide periodic delivery sales reports directly
to us and such other requirements relating to reliability, consistency, standards of service (including prompt
attention to complaints) and/or other criteria, and may not use the Third-Party Delivery Provider absent our
written consent. We may receive fees from Third-Party Delivery Providers in return for designating them
as approved or designated for Subway® Restaurants and may negotiate with them for our benefit or that of

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Subway® Restaurants. We reserve the right periodically to revoke our approval of any Third-Party
Delivery Provider that does not continue to meet our criteria. Notwithstanding the foregoing, you agree
that we may limit the number of Third-Party Delivery Providers with whom you may deal, designate Third-
Party Delivery Providers that you must use, and/or refuse any of your requests for any reason, including if
we have already designated an exclusive Third-Party Delivery Provider for the System or if we believe that
doing so is in the best interests of the System.

F. You agree to grant us access to, or otherwise collect and report in the form and manner
desired by us, all operational, financial and other information concerning the Delivery Activities provided
from your Restaurant, including, but not limited to, all Gross Sales, transactions and guest count data,
product mix, service time data and financial results. We will have permission to access Gross Sales, guest
count, and other operational data, including, without limitation, staffing and customer satisfaction data from
the relevant Third-Party Delivery Provider and your Restaurant.

G. You may not establish “ghost kitchens” (separate facilities for food preparation, typically
for preparation of delivery orders) without our prior, written approval, and if we grant such approval then
you must comply with any and all guidelines that we may establish and modify from time to time.

12. Modification of the System. You recognize and agree that from time to time we may change or
modify the System, including the adoption and use of new or modified trade names, trademarks, service
marks or copyrighted materials, new menu items, new products, new equipment or new techniques and that
you will accept, use and display for the purpose of this Agreement any such changes in the System, as if
they were part of this Agreement at the time of execution hereof. Within the timeframes that we may
reasonably require, you will make such expenditures as such changes or modifications in the System as we
may reasonably require, including but not limited to repairs, upgrades and remodels. You shall not change,
modify or alter in any way the System without our prior written consent. You will be provided with
reasonable notice of any material updates or changes to the System or the Confidential Operations Manual.

13. Fees and Contributions.

A. Franchise Fee. When you sign this Agreement, you will pay us the fee(s) (the “Franchise
Fee”) indicated in the Key Contract Data at the beginning of this Agreement, which shall be deemed fully
earned by us and shall be nonrefundable upon execution of this Agreement (except as otherwise expressly
provided in this Agreement) as consideration for expenses incurred by us in furnishing assistance and
services to you and for our lost or deferred opportunity to sell a franchise to others. If you or your affiliate
are an existing Subway® franchisee, you represent that your other Subway® Restaurant(s) is/are in
substantial compliance with the Operations Manual and there are no material defaults under the franchise
agreement(s) governing the operation of such Subway® Restaurant(s). If any of the aforesaid
representations are not true when the Restaurant opens (based upon the most recent restaurant evaluation),
you agree to pay us an additional $3,750.

B. Royalty Fee. You shall pay to us without offset, credit or deduction of any nature unless
otherwise permitted by us in writing, so long as this Agreement shall be in effect, a royalty fee equal to
eight percent (8%) of Gross Sales of the Restaurant on a weekly basis or other periodic basis that we may
determine from time to time (the “Royalty Fee”).

C. Advertising Contributions. You shall pay without offset, credit or deduction of any
nature, to us, so long as this Agreement shall be in effect, advertising contributions equal to four and one-
half percent (4.5%) of Gross Sales of the Restaurant on a weekly basis or other periodic basis that we may
determine from time to time (“Advertising Contributions”).

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 D. Restaurant Excellence Visits. We or a third-party that we authorize will conduct periodic
“Restaurant Excellence Visits” as set forth in the Confidential Operations Manual or otherwise in writing.
We will not charge you for these Restaurant Excellence Visits. However, if you receive a “Fail” score (as
determined by us or the third-party conducting the Restaurant Excellence Visit), you will be required to pay
a fee of $125 (the “Revisit Fee”) for a subsequent Restaurant Excellence Visit (a “Revisit”). You will
receive a Revisit until you achieve a score of “Pass”, and you will pay the Revisit Fee for each Revisit. The
Revisit Fee is subject to increase by 3% per year. Effective January 1, 2022, the Revisit Fee will increase
to $128.75 per revisit (subject to increase by 3% per year).

E. Restaurant Technology Fee; Digital Technology Fee. You will pay us a “Restaurant
Technology Fee” for the Software of $35 per month, payable per Restaurant. This cost covers development
and maintenance of the Software for each POS system terminal in the Restaurant. We will charge this fee
to your pre-authorized account with us. We reserve the right to increase this fee at any time without notice
to you. In addition to the Restaurant Technology Fee, we reserve the right to charge in the future a “Digital
Technology Fee” to cover our costs of development, infrastructure and support of programs including our
Subway® App, Online Ordering, Third-Party Delivery platform support, Digital Menu Boards and Social
Media Platforms.

F. Legacy Support Fee. To cover our costs related to any non-compliance, you must pay to
us or our affiliate the “Legacy Support Fee” if you do not comply with our technology standards and
specifications, fail to return hardware, fail to upgrade systems, fail to allow access in a timely manner,
install unauthorized software, or attempt to hack or circumvent our software, all as provided in this
Agreement, any other agreement between you, on the one hand, and us or our affiliate on the other hand,
or otherwise as set forth in the Confidential Operations Manual or otherwise in writing. The Legacy Support
Fee is currently $200 for each month that you are not in compliance with any of the foregoing. We reserve
the right to increase the Legacy Support Fee at any time without notice to you.

G. Digital Menu Boards Hardware-as-a-Service Fee. You will pay us a monthly fee for our
Digital Menu Board Hardware-as-a-Service (“DMB HaaS”) program, currently $155 per month. DMB
HaaS includes service, installation, maintenance and help-desk support for digital menu boards in your
Restaurant. We reserve the right to increase the BMB HaaS fee at any time without notice to you.

H. Payment Terms. The following terms and conditions apply to all payments due to us from
you:

1. On or before Thursday at 3:00 p.m. Eastern Time of each week (or such other day
and time as prescribed by us from time to time), you will submit to us in the format that we require
a correct statement of the Gross Sales of the Restaurant for the preceding week ending Tuesday (or
such other day as prescribed by us from time to time). Such Gross Sales statement shall be
submitted through our designated control system, using approved POS System hardware and
software, to the location we designate. Each weekly statement (or other periodic statement that we
designate) of Gross Sales shall be accompanied by the Royalty Fee and Advertising Contributions
payment based on the Gross Sales reported in the statement so submitted. You will make available
to us for reasonable inspection at reasonable times and through reasonable means determined by us
(including electronic), all original books and records (electronic and hard copy) that we may deem
necessary to ascertain the Gross Sales of the Restaurant.

2. The term “Gross Sales” as used herein, shall mean and include the aggregate
amount of all sales of food products, beverages and other merchandise, products and services of
every kind or nature sold from, at or in connection with the Restaurant or arising out of the operation
or conduct of business by the Restaurant, less any customer refunds up to the amount of the sales

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 price and excluding all sales, use or service taxes collected and paid to the appropriate taxing
authority. “Gross Sales” shall include: (a) all amounts redeemed from gift certificates, gift cards
or similar media, and sales made through alternative platforms, (b) all insurance proceeds received
by you for loss of business due to a casualty or other event at the Restaurant, and (c) the fair market
value of any services or products received by you in barter or exchange for your services or
products.

3. All amounts you owe under this Agreement or any other Franchise Agreement,
Sublease or other agreement that you have with us or any of our affiliates must be paid through
electronic funds transfer in the manner we designate, unless we specify otherwise. These amounts
include Royalty Fees, Advertising Contributions, interest, late fees, and any and all other charges
that you owe. Before the Restaurant opens, you will sign and deliver to us appropriate electronic
funds transfer preauthorized draft forms (or forms serving the same purpose) for the Restaurant's
checking account (the “Pre-authorized Account”). Upon our request, you agree to sign any
additional documents we require to authorize us and our affiliates to debit your Pre-authorized
Account. You hereby authorize us and our affiliates to debit your Pre-authorized Account for the
Royalty Fees, Advertising Contributions, amounts due for purchases by you from us or our
affiliates, and all other amounts due us or our affiliates under this Agreement, under any other
agreement with us or our affiliate, or otherwise. You agree to ensure that funds are available in the
Pre-authorized Account to cover our withdrawals. In certain circumstances, you will also authorize
us to withdraw money for fees or payments that we paid, pay or will pay to a third party, including
without limitation your landlord or licensor, on your behalf in connection with the Restaurant.

4. If you fail to submit the weekly (or other periodic) Gross Sales statements, we will
estimate your Royalty Fee and Advertising Contribution by using a Gross Sales figure that is equal
to one hundred twenty percent (120%) of the average weekly (or other periodic) Gross Sales of
your Restaurant for the previous six (6) weeks. If the amounts that we debit from your Pre-
authorized Account are less than the amounts you actually owe us (once we have determined the
Restaurant’s true and correct Gross Sales), we will debit your Pre-Authorized Account for the
balance on the day we specify. If the amounts that we debit from your Pre-authorized Account are
greater than the amounts you actually owe us, we will credit the excess against the amounts we
otherwise would debit from your Pre-authorized Account on the next payment date.

5. If your payment of Royalty Fees, Advertising Contributions, or other charges that

you owe us is more than one week late, you will pay us interest at a rate of twelve percent (12%)
(or the maximum rate allowed by the law where the Restaurant is located) per annum on any
Royalty Fees, Advertising Contributions, or other charges you will owe us under this Agreement.
If permitted by local law, we may also charge you a late fee equal to ten percent (10%) (or the
maximum rate allowed by law) per annum on all past due accounts to cover our banking,
administrative, and accounting costs. In the event that any late charge, interest rate, or other
payment provided herein exceeds the maximum applicable charge legally allowed, such late
charge, interest rate, or other payment shall be reduced to the maximum legal charge, rate, or
amount. You acknowledge that this sub-section shall not constitute agreement by us or our affiliates
to accept such payments after same are due or a commitment by us to extend credit to, or otherwise
finance your operation of, the Restaurant. Further, you acknowledge that your failure to pay all
amounts when due shall constitute grounds for termination of this Agreement, as provided herein.
You must pay us a sum of Fifty Dollars ($50) if you default on payments because you change banks
without notice. You must pay us a sum of Twenty Dollars ($20) if your payments to us are
unsuccessful due to insufficient funds in your pre-authorized account.

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 6. Notwithstanding any designation by you, we shall have the right to apply any
payments by you to any past due indebtedness of you for Royalty Fees, Advertising Contributions,
purchases from us and our affiliates, interest, late fees, and other charges that you owe, or any other
indebtedness. You shall be responsible for and shall pay to us (or reimburse us for the payment of)
upon demand any tax assessed (excluding tax on our net income) on or measured by the amount of
Royalty Fees or any other amounts paid to us under this Agreement.

14. Advertising. Recognizing the value of advertising and the importance of the standardization of
advertising and promotion to the furtherance of the goodwill and the public image of Subway®
Restaurants, you agree as follows:

A. All advertising and marketing materials, including, but not limited to, newspapers, radio
and television advertising, advertising through an Online Presence including internet, social media,
electronic mail or other similar electronic or digital medium, and specialty and novelty items, signs, boxes,
napkins, bags and wrapping papers, will be compliant with the requirements set forth by us in the
Confidential Operations Manual or through other written means, or will otherwise be submitted to us or our
designee, for our prior approval. In the event written approval of said advertising and promotional materials
is not given by us to you within twenty (20) days from the date such materials are received by us, said
materials shall be deemed disapproved. You must participate in, and comply with the requirements of, any
sales, marketing, advertising, and promotional programs we implement, and you must use only the materials
and media for these programs that we designate or otherwise expressly approve. Information you collect
about customers, including through an Online Presence or at the Restaurant, may be subject to requirements
set forth in the Confidential Operations Manual or otherwise in writing by us. You will not place “For Sale”
or similar signs at or in the general vicinity of the Restaurant or use any words in any advertising that
identify the business offered for sale as a Subway® Restaurant, nor will you allow any vendor or agent of
yours to do so. You will always indicate your status as an independent franchise operator to others and on
any document or information released by you in connection with the Restaurant. You will display the
following notice (subject to modification by us from time to time) in a prominent place at the Restaurant:
“The Subway® trademarks are owned by Subway IP LLC and the independent franchise operator of this
restaurant is a licensed user of such trademarks.”

B. You specifically acknowledge and agree that any Online Presence shall be deemed
“advertising” under this Agreement, and will be subject to, among other things, our written approval. In
connection with any Online Presence, you agree to the following:

1. Before establishing the Online Presence, you shall submit to us a sample of the
Online Presence content, format and other information in the form and manner we may reasonably
require.

2. You shall not establish or use the Online Presence without our prior written
approval.

3. In addition to any other applicable requirements, you shall comply with our
standards and specifications for an Online Presence as prescribed by us in the Confidential
Operations Manual or otherwise in writing. If required by us, you shall establish your Online
Presence as part of our Online Presence and/or establish electronic links to our Online Presence.

4. If you propose any material revision to the Online Presence or any of the
information contained in the Online Presence, you shall submit each such revision to us for our
prior written approval.

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 C. You may utilize social media accounts (such as Facebook® or Twitter®) or other Online
Presences only if approved by us in writing. If we approve the use of any Online Presence, you will develop
and maintain such Online Presence only in accordance with our guidelines, including our guidelines for
posting any messages or commentary. We may at any time revoke your rights to use any Online Presence
or require that you obtain our approval of any message that you intend to post prior to posting. We will own
the rights to each Online Presence. At our request, you agree to grant us access to each such Online
Presence, and to take whatever action (including signing assignment or other documents) we request to
evidence our ownership of such Online Presence, or to help us obtain exclusive rights in such Online
Presence.

D. We will deposit the Advertising Contributions into the Subway Franchisee Advertising
Fund Trust (“SFAFT”) or such other marketing fund(s) as we shall designate from time to time. You
acknowledge Advertising Contributions will not necessarily benefit franchisees in any area in proportion
to the amounts they paid. We or our designee may negotiate programs and advertising contributions with
suppliers and specify that these advertising contributions be placed into a fund to be spent on advertising
and related expenses for the benefit of franchisees. Except as provided herein, such payments shall be
made in addition to and exclusive of any sums that you may be required to spend on local advertising and
promotion. The Advertising Contributions shall be used by us or our designee, as follows:

1. We shall direct all advertising programs and have the right to determine the
creative concepts, materials and media used in such programs and the placement and allocation
thereof. You agree and acknowledge that the advertising programs are intended to maximize
general public recognition and acceptance of the Marks, patronage of Subway® Restaurants and
the Subway® brand and System generally, and that we and our designee undertake no obligation
to make expenditures for you that are equivalent or proportionate to your Advertising
Contributions, or to ensure that any particular franchisee benefits directly or pro rata from the
placement of advertising. We or SFAFT may create, modify or abolish franchisee advisory boards
or councils from time to time that serve solely in an advisory capacity with respect to the advertising
programs that we direct.

2. We shall, for each of our company-owned and affiliate-owned Subway®

Restaurants, make (or cause to be made) advertising contributions equivalent to the Advertising
Contributions required of franchisees within the System.

3. You agree that the funds may be used to meet any and all costs of maintaining,
administering, directing and preparing advertising (including, without limitation, the cost of
preparing and conducting television, Online Presence, radio, magazine and newspaper advertising
campaigns, loyalty programs, digital technological platforms and enhancements and other public
relations activities; employing advertising agencies to assist therein; providing promotional
brochures and other marketing materials to franchisees in the System); maintaining and updating
Online Presences for Subway® Restaurants; and developing and maintaining application software
designed to run on computers and similar devices, including tablets, smartphones and other mobile
devices, as well as any evolutions or “next generations” of any such devices. All sums paid by you
as Advertising Contributions shall be maintained in one or more separate accounts that contain only
Advertising Contributions and other sums to be used for advertising, and such sums shall not be used
to defray any of our general operating expenses, except for such administrative costs and overhead,
if any, as we or our affiliates may incur in activities reasonably related to the administration or
direction of advertising programs including, without limitation, conducting marketing research,
preparing marketing and advertising materials, and collecting and accounting for assessments for
advertising.

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 4. It is anticipated that all Advertising Contributions shall be expended for advertising
and promotional purposes during our fiscal year within which contributions are made. If, however,
excess amounts remain at the end of such fiscal year, all expenditures in the following fiscal year(s)
shall be made first out of any current interest or other earnings, next out of any accumulated
earnings, and finally from principal.

5. We may terminate advertising accounts at any time but will not do so until all
monies in them have been expended for advertising and promotion purposes or have been
transferred to one or more other accounts used for advertising.

6. An accounting of our use of Advertising Contributions shall be prepared annually

and shall be made available to you upon request. We reserve the right, at our option, to require that
such annual accounting include an audit prepared by an independent certified public accountant
selected by us, with such preparation to be paid for out of Advertising Contributions.

15. Confidential Information.

A. We and our affiliates possess (and may continue to develop and acquire) certain
confidential information, some of which constitutes trade secrets under applicable law (the “Confidential
Information”), relating to developing and operating Subway® Restaurants, whether or not marked
confidential, including (without limitation): (1) site selection criteria; (2) training and operations materials
and manuals, including, without limitation, recipes, product formulas, drawings, blueprints, reproductions,
data, franchise agreements, and the Confidential Operations Manual; (3) the System Standards and other
methods, formats, specifications, standards, systems, procedures, devices, techniques, sales and marketing
techniques, business plans, methods and strategies, knowledge, and experience used in developing,
promoting and operating Subway® Restaurants, business information related to franchisees, pricing
policies; (4) market research and plans, creative materials, media schedules, promotional, marketing and
advertising programs for Subway® Restaurants, organizational structure, financial information; (5)
knowledge of specifications for, and suppliers of, operating assets and other products and supplies; (6)
supplier and vendor lists; (7) any computer software or similar technology that is proprietary to us, our
affiliates, or the System, including, without limitation, digital passwords and identifications and any source
code of, and data, reports, and other printed materials generated by, the software or similar technology; (8)
content published over internal communication platforms; (9) knowledge of the operating results and
financial performance of Subway® Restaurants, other than your Restaurant; (10) customer lists and related
data; and (11) all information we or our affiliates designate as confidential. The following shall not
constitute Confidential Information: (i) information that you can demonstrate came to your attention prior
to disclosure thereof by us; (ii) information that, at the time of disclosure by us to you, had become a part
of the public domain, through publication or communication by others; or (iii) information that, after
disclosure to you by us, becomes a part of the public domain, through publication or communication by
others through no fault of you. Confidential Information may be provided to you by us, our affiliates, BDs,
service providers, or franchisees, or from agents of us or our affiliates. Confidential Information will remain
our property or our affiliates’ property.

B. All Confidential Information furnished to you by us or on our behalf, whether orally or by

means of written material (i) shall be deemed proprietary, (ii) shall be held by you in strict confidence, (iii)
shall not be copied, disclosed or revealed to or shared with any other person except to your employees or
contractors who have a need to know such Confidential Information for purposes of this Agreement and
who are under a duty of confidentiality no less restrictive than your obligations hereunder, or to individuals
or entities specifically authorized by us in advance, and (iv) shall not be used in connection with any other
business or capacity. You will not acquire any interest in Confidential Information other than the right to
use it as we specify in operating your Restaurant during the Term. You agree to protect the Confidential

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Information from unauthorized use, access or disclosure. We may require you to have your employees and
contractors execute individual undertakings and shall have the right to regulate the form of and to be a party
to or third-party beneficiary under any such agreements. You acknowledge that any form of non-disclosure
and non-competition agreement that we require you to use, provide to you, or regulate the terms of, may or
may not be enforceable in a particular jurisdiction. You agree that you are solely responsible for obtaining
your own professional advice with respect to the adequacy of the terms and provisions of any confidentiality
and non-compete agreement that your employees, agents and independent contractors sign.

C. You acknowledge and agree that, as between us and you, we are the sole owner of all right,
title, and interest in and to the System and any Confidential Information. All improvements, developments,
derivative works, enhancements, or modifications to the System and any Confidential Information, ideas,
slogans, marketing plans, advertising material, concepts, drawings, techniques, inventions (including any
resulting patent rights), innovations, trademarks, trade secrets, copyrights, works of authorship, and any
other protectable or proprietary interest in any similar intangible asset, relating to a Subway® Restaurant
(collectively, “Innovations”) made or created by you, your employees or your contractors, whether
developed separately or in conjunction with us, shall be owned solely by us. You represent, warrant, and
covenant that your employees and contractors are bound by written agreements assigning all rights in and
to any Innovations developed or created by them to you. To the extent that you, your employees or your
contractors are deemed to have any interest in such Innovations, you hereby agree to assign, and do assign,
all right, title and interest in and to such Innovations to us. To that end, you shall execute, verify, and deliver
such documents (including, without limitation, assignments) and perform such other acts (including
appearances as a witness) as we may reasonably request for use in applying for, obtaining, perfecting,
evidencing, sustaining, and enforcing such ownership rights in and to the Innovations, and the assignment
thereof. Your obligation to assist us with respect to such ownership rights shall continue beyond the
expiration or termination of this Agreement. In the event we are unable for any reason, after reasonable
effort, to secure your signature on any document needed in connection with the actions specified in this
Section, you hereby irrevocably designate and appoint us and our duly authorized officers and agents as
your agent and attorney in fact, which appointment is coupled with an interest and is irrevocable, to act for
and on your behalf to execute, verify, and file any such documents and to do all other lawfully permitted
acts to further the purposes of this Section with the same legal force and effect as if executed by you. The
obligations of this Section shall survive any expiration or termination of this Agreement.

D. Due to the special and unique nature of our Confidential Information, the Marks, and
Confidential Operations Manual, you hereby agree and acknowledge that we shall be entitled to immediate
equitable remedies, including but not limited to, restraining orders and injunctive relief in order to safeguard
such proprietary, confidential, unique, and special information and that money damages alone would be an
insufficient remedy with which to compensate us for any breach of the related terms of this Agreement.

E. Upon our request, you will promptly return all tangible Confidential Information, including
any reproductions and copies. In the event that you are requested or required to disclose any part of the
Confidential Information in connection with a legal proceeding, investigation or other similar process, you
shall provide us with prompt written notice of any such request or requirement so that we may seek a
protective order or other appropriate remedy and/or waive compliance with the provisions of this Section.
If, in the absence of a protective order or other remedy or waiver, you are legally compelled to disclose
Confidential Information to any tribunal, you may disclose to such tribunal only that portion of Confidential
Information which your legal counsel advises that you are legally required to disclose without any liability
under this Section.

16. Accounting and Records.

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 A. You shall establish and maintain a bookkeeping, accounting and record keeping system
conforming to the requirements prescribed by us, for the purpose of keeping, and making available to us
upon our written request, complete business records exclusively for the Restaurant for the current year and
for the immediate past three (3) years, including cash register/POS data, control sheets, weekly inventory
and sales reports, deposit slips, business and personal bank statements, canceled checks, sales and purchase
records, business and personal tax returns, Schedule K-1 forms, cash receipts journals, cash disbursements
journals, payroll registers, general ledgers, financial statements, profit and loss statements, balance sheets,
and any other similar records and information we may request. These records must be separate from the
records kept for any other business in which you have an interest.

B. You shall submit to us such periodic financial and other reports, forms and records as
specified, and in the manner and at the time as specified in the Confidential Operations Manual or otherwise
in writing.

C. You shall record all sales on the POS System or other electronic cash registers approved
by us or on such other types of equipment as may be designated by us in the Confidential Operations Manual
or otherwise in writing. You agree that we shall have the right to require you to utilize the computer-based
POS System cash registers that are fully compatible with any program(s) or system(s) that we, in our
direction, may employ. All Gross Sales and all sales information shall be recorded on such equipment. We
shall at all times have real-time and full access to all of your data, system and related information by such
means as we may determine from time to time, including without limitation direct access in person, or
access by electronic means.

D. You agree that we will have the right to examine your books, records and any electronic
data necessary to perform an independent audit or other analysis. You also grant us permission to examine,
without prior notice to you, all records of your purchases from a supplier, and you authorize such suppliers
to release your purchase records to us at such times and places as we request. You will allow us and our
representatives, including without limitation our BDs and their representatives, to conduct an audit, review
your business operations and records, including POS System reports, perform audio and visual recordings
to the extent permitted by law, and otherwise access all areas of the Restaurant without prior notice at any
time you or your employees are on the Premises. Upon our written request, you will make photocopies or
electronic copies of all documentation or electronic data that we request and forward them to us or our
representatives as we designate. We will reimburse you for the reasonable cost of copying this information.
If we notified you in writing of an audit at least five (5) days in advance and you fail to produce your books
and records at the time of the audit, you will be responsible for all costs we incur, including, without
limitation, the charges of any independent accountant, the compensation of our employees or
representatives, and attorneys’ fees.

E. We shall have the right, at any time, to audit, or have an independent audit made, of your
books. If we or an independent auditor determine, after conducting an audit, that you under-reported Gross
Sales by more than two percent (2%) of your reported Gross Sales, you will pay us the Royalty Fees,
Advertising Contributions and other charges due on the Gross Sales that were not reported, plus all costs
associated with conducting the audit and collecting the unpaid amounts, including without limitation
mediation and arbitration fees, court costs, lawyers' fees, accountants’ and other professionals’ fees,
management preparation time, witness fees, and travel expenses, plus interest and late fees (the “Overdue
Amount”). If you fail to submit all of your information to be audited, we may estimate your sales and
charge the Overdue Amount based upon the estimate. The foregoing remedies shall be in addition to any
other remedies we may have.

F. At any time during the Term, you authorize us to conduct credit checks or investigative
background searches on you which may reveal information about your business experience, educational

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background, criminal record, civil judgments, property ownership, liens, associations with other
individuals, creditworthiness, and job performance.

17. Corporation, Limited Liability Company or Partnership Franchisee.

A. Corporate Franchisee. Except as otherwise approved by us in writing, if you are a

corporation, you shall (i) confine your activities, and your governing documents shall at all times provide
that your activities are confined, exclusively to operating one or more Subway® Restaurants; (ii) furnish
us with your articles of incorporation and bylaws as well as such other documents that we may reasonably
request, including the Owner’s Guaranty and Assumption of Franchisee Obligations, attached as Exhibit
A, executed by all current beneficial owners of any class of voting stock; (iii) maintain stop transfer
instructions on your records against the transfer of any equity securities and only issue securities upon the
face of which a legend, in a form satisfactory to us, appears which references the transfer restrictions
imposed by this Agreement; (iv) not issue any voting securities or securities convertible into voting
securities without our prior written approval, which approval shall be conditioned on, among other things,
the new shareholder(s)’s (and all new beneficial owners’) execution of an Owner’s Guaranty and
Assumption of Franchisee Obligations, attached as Exhibit A; and (v) maintain a current list of all owners
of record and all beneficial owners of any class of voting stock and furnish the list to us upon request. For
the avoidance of doubt, the governing documents of all parent or holding entities are also at all times subject
to our review and must at all times be consistent with the foregoing guidelines and restrictions.

B. Limited Liability Company Franchisee. If you are a limited liability company, you shall:
(i) confine your activities, and your governing documents shall at all times provide that your activities are
confined, exclusively to operating one or more Subway® Restaurants; (ii) furnish us with your articles of
organization and operating agreement, as well as such other documents as we may reasonably request, and
any amendments thereto; (iii) prepare and furnish to us, upon request, a current list of all members and
managers; (iv) maintain stop transfer instructions on your records against the transfer of any equity
securities and only issue securities which bear a legend, in a form satisfactory to us, which references the
transfer restrictions imposed by this Agreement; and (v) deliver to us the Owner’s Guaranty and
Assumption of Franchisee Obligations, attached as Exhibit A, executed by each member and each owner
of any beneficial interest in you. For the avoidance of doubt, the governing documents of all parent or
holding entities are also at all times subject to our review and must at all times be consistent with the
foregoing guidelines and restrictions.

C. Partnership Franchisee. If you are a partnership, you shall: (i) confine your activities
exclusively to operating one or more Subway® Restaurants; (ii) furnish us with your partnership agreement,
as well as such other documents as we may reasonably request and any amendments thereto; (iii) furnish
to us, upon request, a current list of all general and limited partners; and (iv) deliver to us the Owner’s
Guaranty and Assumption of Franchisee Obligations, attached as Exhibit A, executed by each general
partner and each owner of any beneficial interest in such general partner. For the avoidance of doubt, the
governing documents of all parent or holding entities are also at all times subject to our review and must at
all times be consistent with the foregoing guidelines and restrictions.

18. Transferability of Interest.

A. By Franchisor/Delegation of Duties. This Agreement is fully assignable by us and shall

inure to the benefit of any assignee or other legal successor to the interests of us herein. To the extent that
the purchaser or transferee shall assume our covenants and obligations under this Agreement, we shall
thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants
and obligations. From time to time, we shall have the right to delegate the performance of any or all of our
obligations and duties hereunder to third parties, whether the same are our agents or independent contractors

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that we have contracted with to provide such services. You agree in advance to any such delegation by us
of any portion or all of our rights and obligations hereunder.

B. Consent of Franchisor Required.

1. The rights granted hereunder are personal to you. Accordingly, neither this
Agreement, any rights under this Agreement, including specifically any right to use our intellectual
property (including the Marks) as described in Section 8 above, the Restaurant owned by you nor
any part of the ownership of you may be assigned or transferred by you or your owner(s) without
our prior written consent, and any such assignment or transfer, or attempted assignment or transfer,
without such consent shall constitute a breach hereof and shall convey no rights to or interests in
this Agreement, the Restaurant owned by you or the ownership of you. Notwithstanding anything
herein to the contrary, if a Bankruptcy Event (as defined below) occurs, then our consent to any
assignment or transfer hereunder in connection with or during such Bankruptcy Event, shall be
made in our sole and absolute discretion, and shall apply for all purposes, including in connection
with any proposed assumption or assignment of this Agreement under 11 U.S.C. §365 or any
successor or related statutes and regulations.

2. As used in this Agreement, the term “transfer” shall mean and include the
voluntary, involuntary, direct or indirect assignment, sale, gift, pledge or other transfer by you or
your owners of any interest in any of: (1) this Agreement; (2) the ownership of you, (3) the
Restaurant owned by you, or (4) substantially all of the assets of the Restaurant. An assignment,
sale or other transfer shall include any of the following events: (1) the transfer of ownership of
capital stock, voting stock (or security convertible to voting stock) or partnership interest; (2)
merger or consolidation or issuance of additional securities representing an ownership interest in
you; (3) transfer of an interest in you, this Agreement or the Restaurant owned by you in a divorce,
insolvency, corporate or partnership dissolution proceeding or otherwise by operation of law; or
(4) transfer of an interest in this Agreement, the Restaurant owned by you or an ownership interest
of you in the event of the death of you or any of your owners, by will, declaration of or transfer in
trust, or under the laws of intestate succession. For the avoidance of doubt, you may not pledge a
security or other interest in this Agreement or in the proceeds of a sale of this Agreement or the
assets of the Restaurant to any lender without our prior written consent.

3. You may not use or authorize the use of any Mark in advertising the transfer or
other disposition of your Restaurant or of any ownership in you without our prior written consent.
You shall not use or authorize the use of, and no third party shall on its behalf use, any written
materials to advertise or promote the transfer of your Restaurant or of any ownership interest in
you without our prior written approval of such materials.

C. Conditions for Consent.

1. You acknowledge and agree that there may be no transfers before the Restaurant
has opened for business. If you and your owners are in full compliance with this Agreement, we
shall not unreasonably withhold our consent to a transfer, provided that we are satisfied in our sole
business judgment that the proposed assignee and its owners are of good moral character who have
sufficient business experience, aptitude and financial resources to perform the services required
hereunder and otherwise meet our then applicable business standards for the grant or acquisition of
similar rights, provided however, that our consent for a transfer in connection with any Bankruptcy
Event shall be in our sole and absolute discretion.

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 2. A transfer of ownership in the Restaurant owned by you may only be made in
conjunction with a transfer of this Agreement or the controlling interest in you, and further provided
that if the transfer is of this Agreement or the Restaurant owned by you, or of a controlling interest
in you, or is one of a series of transfers which in the aggregate constitute the transfer of a controlling
interest in this Agreement, the Restaurant owned by you, substantially all of the assets of the
Restaurant or you, in addition to the conditions set forth above, all of the following conditions are
met prior to, or concurrently with, the effective date of the assignment or transfer: (1) you must
have complied with the right of first refusal set forth below; (2) all obligations of you and your
owners incurred in connection with this Agreement have been assumed by the assignee and its
owners; (3) you shall have paid all amounts owed to us; (4) the assignee shall have completed the
training program required of new franchisees; (5) the assignee and its owners shall execute and
agree to be bound by the form of franchise agreement and any ancillary agreements as are
then customarily used by us in the grant of the rights described hereunder, which franchise
agreement shall provide for a term no less than the then remaining term of this Agreement; (6) you
shall have paid a transfer fee equal to fifty percent (50%) of our then-current standard initial
franchise fee (excluding any promotions or discounts), plus $3,000 for any satellite Restaurant you
transfer (or, if you are transferring an interest to your spouse or child, 25% of our then-current
standard initial franchise fee (excluding any promotions or discounts, plus $1,500 for any satellite
Restaurant you transfer; (7) the assignee shall present evidence satisfactory to us that it has the right
to remain in possession of the Premises for the term of assignee’s franchise agreement; (8) you and
your owners shall have executed a general release, in form satisfactory to us, of any and all claims
against us and our affiliates, BDs, officers, directors, owners, employees and agents; (9) you and
your owners must abide by the terms of this Agreement which by their nature survive termination,
including without limitation the post-termination covenant not to compete set forth in Section 23;
and (10) the transferee execute our then-current form of Transfer Addendum.

3. In conjunction with our consideration of consenting to a proposed transfer, we shall

prepare an itemized written assessment of the need for refurbishing and/or remodeling of the
Restaurant (the “Remodeling Requirements”) to conform with the then-existing standards and
specifications for the décor of Subway® Restaurants within the System. The Remodeling
Requirements shall be forwarded to you/assignor and the proposed assignee. You/assignor shall
obtain a written cost estimate from reputable contractors to complete the Remodeling Requirements
and such cost estimate shall be provided to us and the proposed assignee. Completion of the
Remodeling Requirements shall be your responsibility and shall be a condition of our final consent
to a transfer contemplated in this Section. Funding for the Remodeling Requirements shall be the
subject of negotiation and agreement by and between you/assignor and the proposed assignee. The
Remodeling Requirements shall be contemplated prior to the proposed transfer, unless otherwise
agreed to between us and you.

4. We shall not be obligated to consider giving our consent to any such transfer unless
you have requested such consent in writing and have provided to us at least thirty (30) days in
advance of the proposed transfer: your current financial statements; such other information (on
such forms or via such systems that we require) including, but not limited to, the proposed sales
price and terms of payment (including any and all applicable letters of intent, term sheets, purchase
and sale contracts, and other relevant documents and information pertaining to the transfer); an
application for a franchise completed by the proposed transferee (buyer) including personal
financial statements of such proposed transferee (buyer); the cost estimate of the Remodeling
Requirements, and the opportunity to conduct an in-person interview with such proposed transferee
(buyer).

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 5. The transfer fee may be refunded only if we have not yet issued the consent-to-
transfer, and you and the buyer cancel the transfer. However, if the consent-to-transfer has already
been issued, and (i) you and/or the buyer cancel the transfer, or (ii) we cancel the transfer because
you and the buyer failed to complete the transfer within sixty (60) days after you received the
consent-to-transfer, we will not refund any portion of the transfer fee. If you and the buyer desire
to reactivate a transfer cancelled under these circumstances, and we approve, the parties must repay
the full transfer fee.

D. Franchisor Right of First Refusal. If you or your owners shall obtain a bona fide,
executed written offer from a responsible and fully disclosed purchaser in respect of a proposed transfer,
including the purchase of an interest in this Agreement, the Restaurant or an ownership interest in you, you
shall submit an exact copy of such offer to us, along with any other information that we may reasonably
request. We shall have the right, exercisable by written notice delivered to you or your owners within thirty
(30) days from the date of delivery of an exact copy of such offer and all reasonably requested information
to us, to purchase such interest for the price and on the terms and conditions contained in such offer,
provided that we shall be entitled to customary warranties, closing documents and post-closing
indemnifications, may substitute cash for any other form of payment proposed in such offer and shall have
not less than sixty (60) days to prepare for closing. If we do not exercise our right of first refusal, you or
your owners may complete the sale to such purchaser pursuant to and on the terms of such offer, subject to
our written approval of the purchaser as provided in sub-sections B and C of this Section; provided that if
the sale to such purchaser is not completed within one hundred twenty (120) days after delivery of such
offer to us, or if there is a material change in the terms of the sale, we shall again have the right of first
refusal herein provided.

E. Death or Disability of Franchisee. Upon your death or permanent disability or, if you are
a corporation, limited liability company or partnership, the owner of fifty percent (50%) or more of the
partnership interest, equity or voting control of you, the executor, administrator, conservator or other
personal representative of such person shall assign this Agreement or such interest in you to a third party
approved in writing by us. Such disposition of such interest in you shall be completed within a reasonable
time, not to exceed twelve (12) months from the date of death or permanent disability, and shall be subject
to all the terms and conditions applicable to assignments contained in sub-sections B and C of this Section
and elsewhere in this Agreement; except that, where the assignee is an heir, devisee, legatee or next of kin
or immediate family, the assignee shall assume this Agreement and any ancillary agreements, and shall not
be required to execute our then-current form of franchise agreement and ancillary agreements, and shall not
be required to pay the transfer fee. Failure to so dispose of this Agreement or such interest in you within
said period of time shall constitute a breach of this Agreement. Pending disposition, we shall have the right
to approve the management of the Restaurant owned by you. References to “immediate family” as used in
this Agreement shall mean parents, spouses, children and siblings, and the parents, children and siblings of
spouses.

F. Effect of Consent to Assignment. Our consent to a transfer, including an assignment of

this Agreement or any interest subject to the restrictions of this Section shall not constitute a waiver of any
claims we may have against the assignor, nor shall it be deemed a waiver of our right to demand exact
compliance with any of the terms or conditions of this Agreement by the assignee or by the assignor.

19. Covenants.

A. We have entered into this Agreement with you on the condition that you will deal
exclusively with us. You acknowledge and agree that we would be unable to encourage a free exchange of
ideas and information among franchisees and us if franchisees were permitted to hold interests in any
Competitive Businesses. You therefore agree that neither you nor your owners will have any direct or

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indirect Association with a Competitive Business during the Term, in accordance with the definitions and
provisions below, unless we allow otherwise in writing.

B. You further covenant that during the Term, you shall not divert or attempt to divert any
business of or any customers of the Restaurant to any Competitive Business, by direct or indirect
inducement or otherwise, or do or perform directly or indirectly, any other act injurious or prejudicial to the
goodwill associated with our Marks and the System, or in any way negligently or intentionally interfere
with our business or our prospective business.

C. Upon termination of this Agreement by us in accordance with its terms and conditions or
by you without cause or upon expiration of this Agreement, you and your owners agree that, for a period of
one (1) year commencing on the effective date of termination or expiration or the date on which you and
your owners begin to comply with this Section, whichever is later, neither you nor your owners nor any
member of such owner’s or owners’ immediate families shall have any direct or indirect Association with
a Competitive Business within a three (3) mile radius of the Approved Location or any Subway® Restaurant
in operation or under construction as of the termination or expiration date or the date on which you and
your owners begin to comply with this Section, except in connection with the operation of Subway®
Restaurants under franchise agreements with us. The restrictions of this sub-section shall not be applicable
to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-
counter market that represent two percent (2%) or less of the number of shares of that class of securities
issued and outstanding. You (and your owners) expressly acknowledge that you (and they) possess skills
and abilities of a general nature and have other opportunities for exploiting such skills. You further
acknowledge and agree that the terms of the covenant are reasonable in scope, geography and time.
Consequently, enforcement of the covenants made in this Section will not deprive you (or them) of your (or
their) personal goodwill or ability to earn a living. To the extent that this sub-section is deemed
unenforceable by virtue of its scope in terms of area or length of time, but may be made enforceable by
reduction of either or both thereof, you and we agree that the same shall be enforced to the fullest extent
permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought.

D. For each unauthorized Association with a Competitive Business in violation of this Section,
you agree to pay us Fifteen Thousand Dollars ($15,000.00) plus eight percent (8%) of its gross sales (using
the definition for calculating Royalty Fees in this Agreement), as being a reasonable pre-estimate of the
damages we will suffer. For each Competitive Business location for which we are unable to verify gross
sales in a timely manner, you will pay us a sum of One Hundred Thousand Dollars ($100,000.00) and an
additional One Hundred Thousand Dollars ($100,000.00) for each subsequent year the Competitive
Business operates during the Term. You acknowledge and agree that the payment of such sum(s) is a good
faith pre-estimate of our damages from the loss of Royalty Fees and Advertising Contributions, and not a
penalty. You further agree that the payment of these sums would be insufficient to fully compensate us,
and that damages from such competition would be difficult to calculate. Accordingly, you stipulate that
any breach of this Section 19 would irreparably harm us, and that, notwithstanding the payment
requirements herein, we have a right to injunctive relief to enforce the provisions of Section 19.

E. As used in this Agreement:

1. “Competitive Business” means any business that operates, manages, franchises

or licenses restaurants or stores that derive more than twenty percent (20%) of its total gross revenue
from the sale of any type of sandwiches on any type of bread, including but not limited to sub rolls
and other bread rolls, sliced bread, pita bread, flat bread, and wraps, whether for on or off-premises
consumption, or via delivery or catering. The word “sandwiches” as used in the previous sentence
does not include hamburgers, hot dogs, burritos, or fried chicken sandwiches, and full-service
restaurants where customers are served by waitstaff and pay after eating, and Subway® Restaurants

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 operated under franchise agreements with us, are not Competitive Businesses. Examples (without
limitation) of Competitive Businesses as of the Agreement Date are the following chain restaurants:
D’Angelo Grilled Sandwiches, Jersey Mike’s Subs, Jimmy John’s, Firehouse Subs, Potbelly,
Togo’s, Which Wich Superior Sandwiches, Charley’s Philly Steaks, Penn Station East Coast Subs,
McAlister’s Deli, Pita Pit, Schlotzky’s, Cousin’s Subs, Capriotti’s, Quiznos, Jon Smith Subs, Erbert
& Gerbert’s, Lenny’s Grill & Subs, PrimoHoagies, Tubby’s Sub Shop, Blimpie’s, Super Sandwich,
Nardelli’s, DiBella’s, Deli Delicious, Groucho’s Deli, CHēBA Hut, Steak Escape, Miami Grill,
Goodcents Deli Fresh Subs, and Great Wraps.

2. “Association with a Competitive Business” means: 1) having any ownership

interest in or serving as director, officer, employee or other representative of a Competitive
Business; 2) advising or providing services, on a fee or no fee basis, to any individual or entity
engaging in a Competitive Business in a manner which imparts your knowledge of the System; 3)
loaning or otherwise providing money, inventory, equipment or supplies to any individual or entity
operating a Competitive Business; or 4) leasing, licensing or otherwise granting access to, or the
right to use, the property you control to anyone for the operation of a Competitive Business.
Association with a Competitive Business does not include your ownership of outstanding securities
of any corporation whose securities are publicly held and traded, provided that said securities are
held by you for investment purposes only and that your total holdings do not constitute more than
two percent (2%) of the outstanding securities of said corporation.

F. We shall have the right to require all of your personnel performing managerial or
supervisory functions, all personnel receiving special training from us and all other personnel with access
to confidential information to execute similar covenants in a form satisfactory to us.

G. You specifically acknowledge that, pursuant to this Agreement, you will receive valuable
training and confidential information, including, without limitation, information regarding our promotional,
operational, sales, and marketing methods and techniques and those of the System. You covenant that you
will maintain the absolute confidentiality of all such proprietary information during and after the Term and
that you will not use any such information in any other business or in any manner not specifically authorized
or approved in writing by us.

H. You acknowledge and agree that, upon signing this Agreement, you will automatically
become a member that has voting rights on a representative board (a “Member”) of the independent
purchasing cooperative formed by Subway® franchisees where the Restaurant will be located (the “IPC”).
If required under local law, you may opt out of being a Member of the IPC by sending the IPC written
notification.

I. Unless we approve such an arrangement in advance and in writing, you agree that you will
not enter into any agreement with any other entity, or with any individual who is not an approved owner of
you or named as a franchisee in this Agreement, for such other entity or individual to manage or operate
the Restaurant or receive the right to profits and losses of the Restaurant.

J. Throughout the Term, you will promptly and in writing disclose to us information
regarding all individuals who (i) contribute or loan money toward the purchase or operation of the
Restaurant; (ii) have any direct or indirect ownership interest in any assets of the Restaurant; or (iii) are a
co-borrower, co-signer or guarantor of a loan (the “Investors”). You will promptly provide us with
documentation related to any such Investors, including but not limited to promissory notes, loan
agreements, shareholders agreements, management agreements, financial statements, articles or certificates
of incorporation or organization, or other entity establishment documents, tax forms, or any other
instruments which document the investment.

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20. Relationship of the Parties/Indemnification.

A. It is understood and agreed by the parties hereto that this Agreement does not create a
fiduciary relationship between them, that the parties are independent contractors and that nothing in this
Agreement is intended to make either party an agent, subsidiary, joint venturer, partner, employee or servant
of the other for any purpose.

B. You shall conspicuously identify yourself at the Premises and in all dealings with
franchisees, prospective franchisees, landlords, contractors, suppliers, public officials and others as the
owner of your own business under a franchise agreement with us, and you shall place such other notices of
independent ownership on such signs, forms, stationery, advertising and other materials, and in such places
and in such form, as we may require from time to time.

C. You shall not employ any Mark in signing any contract, lease, mortgage, check, purchase
agreement, negotiable instrument or other legal obligation, or in any other manner, without our prior written
consent, or employ any Mark in a manner that is likely to result in our liability for any indebtedness or
obligation of you.

D. Neither we nor you shall make any express or implied agreements, guaranties or
representations, or incur any debt, in the name of or on behalf of the other or represent that their relationship
is other than franchisor and franchisee, and neither we nor you shall be obligated by or have any liability
under any agreements or representations made by the other that are not expressly authorized hereunder, nor
shall we be obligated for any damages to any person or property directly or indirectly arising out of the
operation of the business, whether or not caused by your negligent or willful action or failure to act.

E. You acknowledge and agree that you are solely responsible for all decisions relating to
employees, agents, and independent contractors that you may hire to assist in the operation of the
Restaurant. You agree that any employee, agent or independent contractor that you hire will be your
employee, agent or independent contractor, an