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FRANCHISE DISCLOSURE DOCUMENT ( l O THEcornerC A F ECBC RESTAURANT CORP.A Delaware Corporation12700 Park Central Drive, Suite 1300Dallas, Texas 75251(972)619-4100franohise@cornerbakorycafo.comnf www.cornerbakerycafe.comThe franchisee will operate a fast-casual restaurant under the name Corner Bakery Cafe offering a limited menu of breakfast, lunch and dinner products and featuring artisan breads, salads,sandwiches, soups and baked goods ("Corner Bakery Cafe").The total amount necessary to begin operation of a Corner Bakery Cafe franchise ranges fromapproximately S&6g854.000 to 2.4 2375,000. which does not include the cost of buying or rentingthe business location. This amount includes 35,000 to S43.000 that must be paid to us.This disclosure document summarizes certain provisions of your franchise agreement andother information in plain English. Read this disclosure document and all accompanying agreementscarefully. You must receive this disclosure document at least 14 calendar-days before you sign abinding agreement with, or make any payment to. us or our affiliates in connection with the proposedfranchise sale or sooner if required by applicable state law. Note, however, that no governmentalagency has verified the information contained in this document.You may wish to receive your disclosure document in another format that is more convenientfor you.To discuss the availability of disclosures in different formats, contact CraigShnrwnoriJonathan Beniamin at C B C Restaurant Corp., 12700 Park Central Drive, Suite 1300.Dallas, Texas 75251 or (972) 619-4100.The terms of your contract will govern your franchise relationship. Don't rely on thedisclosure document alone to understand your contract. Read all of your contract carefully. Showyour contract and this disclosure document to an advisor, like a lawyer or an accountant.Buying a franchise is a complex investment. The information in this disclosure documentcan help you make up your mind. More information on franchising, such as "A Consumer's Guide toBuying a Franchise," which can help you understand how to use this disclosure document, isavailable from the Federal Trade Commission ("FTC"). You can contact the FTC by calling 1-877FTC-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 stateagency 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: Mirfih " 1.- -' »»H H i.mr in, onu mri .hiiy 1Q 2nilMav 18, 2012CBC-FDD-07V44Q5il2.J

STATE COVER PAGEYour state may have a franchise law that requires us to register or file with a state administratorbefore offering or selling franchises in your state. REGISTRATION OF A FRANCHISE BY A STATEDOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THEINFORMATION IN THIS DISCLOSURE DOCUMENT.Call the state franchise administrator listed in Exhibit A for information about us or aboutfranchising in your state.MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLYAFTER THE INITIAL TERM EXPIRES. Y O U MAY HAVE TO SIGN A NEW AGREEMENT WITHDIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOURBUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOURFRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.Please consider the following RISK FACTORS before you buy this franchise:1.THE FRANCHISE AND AREA DEVELOPMENT AGREEMENTS REQUIRE YOU TORESOLVE DISPUTES WITH US BY LITIGATION ONLY IN THE STATE WHERE OURPRINCIPAL OFFICES ARE LOCATED, WHICH CURRENTLY IS TEXAS. OUT-OFSTATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLESETTLEMENT FOR DISPUTES. IT ALSO MAY COST YOU MORE TO SUE US INTEXAS THAN IN YOUR OWN STATE.2.THE FRANCHISE AND AREA DEVELOPMENT AGREEMENTS PROVIDE THATTEXAS LAW GOVERNS THE AGREEMENTS. THIS LAW MAY NOT PROVIDE THESAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TOCOMPARE THESE LAWS.3.THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.This disclosure document is for use in all states and the District of Columbia. Certain statesrequire franchisors to make additional disclosures related to the information contained in this disclosuredocument. Those disclosures are contained in Exhibit I to this disclosure document.Effective Dates: See the next page for the state effective dates.CBC - FDD - mUQ5H2

STATE EFFECTIVE DATESThe following states require that the Franchise Disclosure Document be registered or filed withthe state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan,Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.This Franchise Disclosure Document is registered, on file or exempt from registration in thefollowing states having franchise registration and disclosure laws, with the following effective dates:California:April 22, 2011, as amended July 21, 2011Hawaii: April 11, 2011, ao amondod Juno 20, 2011 and July 20. 2011lilinoio: April A, 2011, ao amondod June 13, 2011 and July 21, 2011Indiana: April 1. 2011. OG amondod Juno 10. 2011 and July 10, 2011Hawaii:Illinois:Indiana:Maryland:April 7, 2011. a& amended Juno 10, 2011 and July 19.2044Michigan:March 31. 2011, as amondod Juno 10. 2011 and July 19.2044Minnesota:April 6. 2011. ao amondod Juno 1-1. 2011 and July 25,2044New York:May 5, 2011. as amondod July 20. 2011 and July 29,2044North Dakota: April . 2011, OG amondod July 1 1, 2011 and August 25,2044Rhode Island: April 28. 2011. ac amondod Juno 13, 2011 and July 22.sowSouth Dakota: April 1. 2011, as amended June 10. 2011 and July 10,2044Virginia:April 28, 2011. as amended July 10, 2011 and August22, 2011Washington: April 10, 2011. ac amondod Juno 13. 2011 and July 2 V2044Wisconsin:A p f i M r H , as amended Juno 13. 2011 and July 21.2044In all other states, the effective date of this Franchise Disclosure Document Is the issuance dateof M t r h-Jnna m n n H n r i .liinfl 10, ? n i 1 nnH J i i l v 1 9 . P O I I M a y 1 8 , 2 0 1 2 .CBC - FDD - ovwoam

TABLE OF CONTENTSItemPageITEM 1THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, ANDITEM 2ITEMSITEM 4ITEM 5ITEM 6ITEM 7ITEM 8ITEM 9ITEM 10ITEM ITEMITEM1617181920212223AFFILIATESBUSINESS EXPERIENCELITIGATIONBANKRUPTCYINITIAL FEESOTHER FEESESTIMATED INITIAL INVESTMENTRESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICESFRANCHISEE'S OBLIGATIONSFINANCINGFRANCHISOR'S ASSISTANCE. ADVERTISING. COMPUTER SYSTEMS.AND TRAININGTERRITORYTRADEMARKSPATENTS. COPYRIGHTS, AND PROPRIETARY INFORMATIONOBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THEFRANCHISE BUSINESSRESTRICTIONS ON WHAT THE FRANCHISEE MAY SELLRENEWAL. TERMINATION. TRANSFER, AND DISPUTE RESOLUTIONPUBLIC FIGURESFINANCIAL PERFORMANCE REPRESENTATIONSOUTLETS AND FRANCHISEE INFORMATIONFINANCIAL 14344454653543888EXHIBITSA.B.C.D.E.F.G.H.I.JL.List of State AdministratorsAgents for Service of ProcessArea Development AgreementFranchise AgreementGeneral ReleaseConfidentiality AgreementList of Franchised LocationsFinancial StatementsAdditional Disclosures Required by Certain StatesComoliance QuestionnaireRECEIPTSCBC - FDD - OmA-OmZ

ITEM 1THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATESTo simplify the language in this disclosure document, "we," "us" or "CBC" means C B CRestaurant Corp. the franchisor. "You" means the person or legal entity who buys the franchise. Ifyou are a corporation, partnership or limited liability company, certain provisions of this disclosuredocument also apply to your owners and will be noted.CBC is a Delaware corporation. Our principal place of business is 12700 Park Central Drive.Suite 1300. Dallas, Texas 75251. Our agents for service of process in various states are listed inExhibit B.CBC is a wholly-owned subsidiary of II Fornaio (America) Corporation ("II Fornaio"). tlFornaio's principal address is 770 Tamalpais Drive, Suite 400, Corte Madera, California 94925. IIFornaio has never offered franchises in any line of business, nor has it ever owned or operatedCorner Bakery Cafes.On June 10, 2011, as a result of the closing of the merger contemplated by the Agreementand Plan of Merger between II Fornaio and CB Merger Corporation, a Delaware corporation, and itsparent company, IFCB Holding Corporation, a Delaware corporation, CB Merger Corporationmerged with and into II Fornaio. Since its inception, IFCB Holding Corporation ("IFCB") has beencontrolled through affiliated companies by Roark Capital Group ("RCG")TjD a a private equity firmbased in Atlanta, Georgia. We remain a wholly-owned subsidiary of II Fornaio.We do business under the name Corner Bakery Cafe . We have owned and operatedCorner Bakery Cafes since February 2, 2006 when we acquired the assets of the Corner BakeryCafe System from Brinker International, Inc. ("Brinker"). We have offered franchises since June2006 and, as of December 31. 201025. 2011. we operated 404103 Corner Bakery Cafes and therewere 4 2 franchised Corner Bakery Cafes. We have not offered franchises in any other line ofbusiness, and we do not engage in any business not described in this Item 1. Except as identified Inthis Item 1, we have no predecessors, parents or affiliates.Corner Balcerv CafesWe are offering, under the terms of this disclosure document, the opportunity to become afranchisee to develop and operate Corner Bakery Cafes. Corner Bakery Cafes are fast-casualrestaurants serving breakfast, lunch and dinner to guests in neighborhoods throughout the UnitedStates. Our innovative menu, featuring freshly prepared dishes, creates reasons for guests to returnfrequently to their local Corner Bakery Cafe easily recognized by our distinguished black-and-whiteawnings. Each Corner Bakery Cafe is a tight-knit community within the broader neighborhood itserves, where "regulars" frequently strike up friendships with each other and employees get to knowthe "regulars" by name. Breakfast guests look forward to starting their days over a steaming mug ofhand roasted coffee and a freshly baked muffin or one of our signature Egg Scramblers. At lunchand dinner, menu favorites such as our famous Corner Combo, signature pastas and our hotChicken Pomodori Panini are complemented by innovative, seasonal features. A broad selection ofhandcrafted, signature salads such as our crisp Harvest Salad with Chicken and a wide offering ofsoups including the Roasted Tomato Basil Soup are also very popular choices. Equally tempting toCorner Bakery Cafe guests are our mouthwatering sweets including our famous Cinnamon CremeCake and decadent brownies. Corner Bakery Cafe delivers a premier bakery cafe experience and anationally recognized catering service to businesses and individuals right in the heart of theirneighborhoods.CBC-FDD-07mD!5/12

Corner Bakery Cafes operate according to a unique and distinctive system ("System"), whosedistinguishing characteristics include distinctive exterior and interior design and layout; special recipesand menu items; and procedures and techniques for food and beverage preparation and service. Wehave described our mandatory and recommended standards, specifications and operating proceduresin our confidential Corner Bakery Operations Manual ("Manual"). We will loan you one copy of theManual for the term of your franchise. We have the right to change the Manual and the elements of theSystem.You will sign an Area Development Agreement ("Development Agreement") (Exhibit C) whichgoverns site selection, development and opening for franchised Corner Bakery Cafes. If you and thearea you are interested in meet certain qualifications, pursuant to the Development Agreement, wemay also grant you the right to open and operate multiple franchised Corner Bakery Cafes("Franchised Cafes"). The Development Agreement will include a Development Schedule for theFranchised Cafes, which will identify deadlines for opening fei ach Franchised Cafe. You shouldnot acquire any interest in a site for a Franchised Cafe ("Franchised Location") until you have beenapproved as a franchisee and we have accepted the site in writing. You must provide us advancenotice of the date you expect construction at the Franchised Location to be completed and, after ourreceipt of that notice, you will sign a Franchise Agreement (Exhibit D) and pay the initial FranchiseFee (as described in Item 5) for the Franchised Cafe. When we authorize you to open theFranchised Cafe, we will sign the Franchise Agreement and provide you a fully-signed original of theFranchise Agreement. Certain of vour owners will be required to personally guarantee vourobligations to us under each Development Agreement and Franchise Agreement that you sign.Your receipt of this disclosure document does not mean that you will be approved as afranchisee or that you may develop or open a Franchised Cafe. Before you may develop and open aFranchised Cafe, we must approve you as a franchisee and accept the site for your proposedFranchised Cafe in writing, you and C B C must sign the Franchise Agreementi and you and thosepersons designated by us must attend and successfully complete our initial training program.Marltet and CompetitionThe market for restaurant bakery services is well-established. Restaurants similar to CornerBakery Cafes primarily attract the age group from 18 to 60 years old. You will compete with a variety ofrestaurants, bakeries, caterers, grocery stores, take-out restaurants and convenience stores. Therestaurant and bakery business is highly competitive based on price, service, restaurant location andfood quality and is subject to fluctuations in consumer tastes, economic conditions, population andtraffic patterns. In each market, we compete with locally owned restaurants and bakeries, as well asnational and regional restaurant and bakery chains. Some of our competitors have longer operatinghistories than ours. The ability of each Corner Bakery Cafe to compete depends on its location, ingressand egress, signage, parking, service, employee attitudes, overhead, changing local market andeconomic conditions, and many other factors both within and outside your control.Although we carefully evaluate persons who wish to become our franchisees, no screeningprocess that we Implement can conclusively determine whether you will succeed as a Corner BakeryCafe operator. Similarly, completion of our initial training program does not provide any assurance ofsuccess. You must rely on your own assessment of your suitability (in terms of energy, business skill,desire, temperament, people skills, and financial capability, among other things) and your own advisorsin deciding whether to become a Corner Bakery Cafe operator.Industrv-Specific Laws and RegulationsWe are not aware of any laws or regulations applicable to a Corner Bakery Cafe that wouldnot apply to restaurant businesses generally. You must comply with all applicable local, state andCBC-FDD-6?mD.5/.12

federal laws and regulations, including health, sanitation, food handling, food preparation, wastedisposal, smoking restrictions, discrimination, employment, sexual harassment and advertising laws.Some laws require point of sale disclosures. Including statements concerning nutritional and dietarycharacteristics of the food served at your Franchised Cafe. There are other laws and regulationsapplicable to businesses generally (for example, the Americans with Disabilities Act) with which youmust comply. You should consult with your attorney concerning these and other laws andordinances that may affect the operations of the Franchised Cafe. You must also obtain all realestate permits and licenses and operational licenses.Our Affiliates and PredecessorAffiliated Franchise ProgramsThrough common control with or common management by either Roark Capital Group. Inc. R C G or Roark Capital Management LLC ("RCM"), aftboth Atlanta-based managementcompanycompanies affiliated with RGGthe private eouitv firm. Roark Capital Group, we are affiliatedwith the following franchise programs ("Affiliated Programs"):FOCUS Brands is the direct or indirect parent company to 5 franchisors, including CarvelCorporation ("Carvel"), Cinnabon, Inc. ("Cinnabon"), Schlotzsky's Franchise LLC ("Schlotzsky's),Moe's Franchisor LLC ("MF"), and Auntie Anne's Inc. ("Auntie Anne's").Carvel is a leading manufacturorretailer of branded ice cream cakes In the United States anda producer of premium soft-serve ice cream. Carvel's principal place of business is 200 GlenridgePoint Parkway, Suite 200, Atlanta, Georgia 30342. Carvel has been associated with the ice creambusiness since 1934. Carvel began franchising retail ice cream shoppes in 1947 and as ofDecember 31, 20402011. had 358354 domestic retail shoppes (Including 33 shoppes co-branded inSchlotzsky's restaurants operated by our affiliate), 4235 international retail shoppes, 4 38foodservice locations operated by independent third parties and 4512 company-operated stadiumlocations that offer Carvel ice cream and frozen desserts including cakes and ice cream novelties.Carvel has not offered franchises in any other line of business.Cinnabon licenses independent third parties to operate domestic and international franchisedCinnabonC bakeries and Seattle's Best CoffeeCs) franchises on military bases in the United Statesand in certain international countries, and to use the Cinnabon trademarks on products dissimilar tothose offered in Cinnabon bakeries. Cinnabon is the leading specialty baked goods concept in theworld. On November 4, 2004, FOCUS Brands purchased Cinnabon from AFC Enterprises, Inc.Cinnabon's principal place of business is 200 Glenridge Point Parkway, Suite 200, Atlanta, Georgia30342. Cinnabon began franchising in 1990 and, as of December 31, gO402Q11. franchiseesoperated 435492 Cinnabon retail outlets in the United States and 3 6 3 4 Cinnabon retail outletsoutside the United States and 5 Seattle's Best Coffee units in the United States and 135 units inother countries. As of December 31, 20402Q11. Cinnabon operated 45 company-owned Cinnabonretail outlets in the United States. Cinnabon has not offered franchises in any other line of business.Schlotzsky's franchises Schlotzsky's quick-casual restaurants which feature sandwiches,pizza, soups, and salads. Schlotzsky's signature items are its "fresh-from-scratch" sandwich bunsand pizza crusts that are baked on-site every day. On November 17, 2006, FOCUS Brands, throughits wholly owned subsidiary, Schlotzsky's, purchased from Schlotzsky's, Ltd. and its affiliate,Schlotzsky's Real Estate Holdings, Ltd., both Texas limited partnerships, substantially all of theassets, including, among other items, all franchise agreements and trademarks, service marks andother intellectual property, that comprise the Schlotzsky's restaurant franchise system and theSchlotzsky's brand. The Schlotzsky's franr.hi.ge system's principal place of business is 301 CongressAvenue, Suite 1100, Austin, Texas 78701. Schlotzsky's restaurant franchises have been offeredsince 1976. As of December 31, 20402011. there were 305291 franchised Schlotzsky's restaurantsCBC-FDD-a?m05Z12

and 27 company ownod rostaurants operating in the United States. 40 comoanv-owned restaurantsand 4 ? 1 Schlotzsky's restaurants operating outside the United States. Schlotzsky's has not offeredfranchises in any other line of business.On August 29, 2007, MF, a wholly owned subsidiary of FOCUS Brands, purchased fromMoe's SWG Holdings, LLC, Moe's Holdings, LLC and Moe's Southwest Grill, LLC, substantially all ofthe assets. Including, among other items, all franchise agreements and trademarks, service marksand other intellectual property, that comprised the Moe's Southwest Grill fast casual restaurantconcept. As a result, MF franchises the Moe's Southwest Grill fast casual restaurant concept thatoffers fresh-mex and southwestern food. MP's principal business address is 200 Glenridge PointParkway, Suite 200, Atlanta, Georgia 30342. MF's predecessor, Moe's Southwest Grill, LLC, beganoffering Moe's franchises in 2001. As of December 31, 20402011,

The franchisee will operate a fast-casual restaurant under the name Corner Bakery Cafe offering a limited menu of breakfast, lunch and dinner products and featuring artisan breads, salads, sandwiches, soups and baked goods ("Corner Bakery Cafe"). The total amount necessary to begin operation of a Corner Bakery Cafe franchise ranges from