Franchise Disclosure Document for Smashburger Franchising, LLC

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®
FRANCHISE DISCLOSURE DOCUMENT
®
SMASHBURGER FRANCHISING LLC
a Delaware Limited Liability Company
1515 Arapahoe St.
Tower One, 10th Floor
Denver, CO 80202
(303) 633-1500
www.smashburger.com
franchise@smashburger.com
The franchisor will grant the right to establish and operate one or more Smashburger restaurants
featuring hamburgers, sandwiches, salads, other food items and beverages.
The total investment necessary to begin operation of a SMASHBURGER RESTAURANT
ranges from $317,500 to $789,500. This sum includes the initial franchise fee of $40,000 and a
lease review fee of $1,500. The total investment necessary under the Multi-Unit Development
Agreement equals $20,000 multiplied by the total number of restaurants to be developed (except
for the first restaurant). This amount is payable to us. We credit the initial development fee
against the initial franchise fee for each restaurant after the first one. See Items 5-7 of this
Disclosure Document for further explanation concerning the total investment.
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, the 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
for you. To discuss the availability of disclosures in different formats, contact Smashburger
Franchising LLC, 1515 Arapahoe Street, Tower One, 10th Floor, Denver, Colorado, 80202,
(303) 633-1500.
The terms of your contract will govern your franchise relationship. Don’t rely on this Disclosure
Document alone to understand your contract. Read all of your contract carefully. Show your
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 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: February 28, 2012; as amended June 14, 2012.

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STATE COVER PAGE
Your state may have a franchise law that requires a franchisor to register or file with a state
franchise administrator before offering or selling in your state. REGISTRATION OF A
FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE
FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE
DOCUMENT.
Call the state franchise administrator listed in Exhibit A for information about the franchisor, or
about franchising in your state.
MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW
UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO
SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER
TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER
WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, 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 MULTI-UNIT DEVELOPMENT AGREEMENT AND FRANCHISE
AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION
OR LITIGATION ONLY IN COLORADO. OUT OF STATE ARBITRATION OR
LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR
DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE OR LITIGATE WITH US
IN COLORADO THAN IN YOUR HOME STATE.
2. THE MULTI-UNIT DEVELOPMENT AGREEMENT AND FRANCHISE
AGREEMENT STATES THAT COLORADO LAW GOVERNS THE AGREEMENT, AND
THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND BENEFITS AS LOCAL
LAW. YOU MAY WANT TO COMPARE THESE LAWS.
3. SOME STATE FRANCHISE LAWS PROVIDE THAT CHOICE OF LAW AND
CONSENT TO JURSIDICTION PROVISIONS ARE VOID OR SUPERSEDED. YOU MAY
WANT TO INVESTIGATE WHETHER YOU ARE PROTECTED BY A STATE FRANCHISE
LAW. YOU SHOULD REVIEW ANY ADDENDA OR RIDERS ATTACHED TO THIS
DISCLOSURE DOCUMENT FOR DISCLOSURES REGARDING STATE FRANCHISE
LAWS.
4. UNDER SERVICING AGREEMENTS DATED MARCH 5, 2008, OUR AFFILIATES,
SMASHBURGER SERVICING AND SMASHBURGER PURCHASING WILL PERFORM
CERTAIN OF OUR OBLIGATIONS UNDER FRANCHISE AGREEMENTS WE ISSUE.
5. YOU ARE NOT GRANTED AN EXCLUSIVE TERRITORY UNDER THE
FRANCHISE AGREEMENT.
6. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
We use the services of one or more franchise brokers or referral sources to assist us in
selling our franchise. A franchise broker or referral source represents us, not you. We pay
this person a fee for selling our franchise or referring you to us. You should be sure to do
your own investigation of the franchise.
Effective Date: See the next page for state effective dates.

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STATE EFFECTIVE DATES
The following states require that the Disclosure Document be registered or filed with the 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 disclosure document is registered, on file or exempt from registration in the following states
having franchise registration and disclosure laws, with the following effective dates:
Hawaii March 21, 2012; as amended ________, 2012
Illinois February 29, 2012; as amended June 15, 2012
Indiana February 29, 2012; as amended June 14, 2012
Maryland March 7, 2012; as amended ________, 2012
Michigan February 29, 2012; as amended June 14, 2012
Minnesota March 2, 2012; as amended ________, 2012
New York March 2, 2012; as amended ________, 2012
North Dakota March 8, 2012; as amended ________, 2012
Rhode Island March 30, 2012; as amended ________, 2012
South Dakota February 29, 2012; as amended June 14, 2012
Virginia February 29, 2012; as amended ________, 2012
Washington March 6, 2012; as amended ________, 2012
Wisconsin February 29, 2012; as amended June 15, 2012
In all other states that do not require registration, the effective date of this Disclosure Document
is the issuance date of February 28, 2012; as amended June 14, 2012.

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THE FOLLOWING APPLY TO TRANSACTIONS GOVERNED BY
MICHIGAN FRANCHISE INVESTMENT LAW ONLY
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 the Michigan
Franchise Investment 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 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
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(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.
(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.
If the franchisor’s most recent financial statements are unaudited and show a net worth of
less than $100,000, the franchisor shall, at the request of a franchisee, arrange for the escrow of
initial investment and other funds paid by the franchisee until the obligations to provide real
estate, improvements, equipment, inventory, training, or other items included in the franchise
offering are fulfilled. At the option of the franchisor, a surety bond may be provided in place of
escrow.
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE
ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION,
OR ENFORCEMENT BY THE ATTORNEY GENERAL.
Any questions regarding this notice should be directed to:
State of Michigan
Consumer Protection Division
Attn: Franchise
670 G. Mennen Williams Building
525 West Ottawa
Lansing, Michigan 48933
Telephone Number: (517) 373-7117
Note: Despite subparagraph (f) above, we intend, and we and you agree to fully enforce the
arbitration provisions of the Multi-Unit Development Agreement and Franchise Agreement. We
believe that paragraph (f) is unconstitutional and cannot preclude us from enforcing these
arbitration provisions. You acknowledge that we will seek to enforce this section as written.

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TABLE OF CONTENTS
ITEM Page
ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND
AFFILIATES.................................................................................................................1
ITEM 2 BUSINESS EXPERIENCE ...........................................................................................3
ITEM 3 LITIGATION.................................................................................................................6
ITEM 4 BANKRUPTCY ..........................................................................................................12
ITEM 5 INITIAL FEES.............................................................................................................12
ITEM 6 OTHER FEES..............................................................................................................13
ITEM 7 ESTIMATED INITIAL INVESTMENT.....................................................................18
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES......................23
ITEM 9 FRANCHISEE’S OBLIGATIONS .............................................................................25
ITEM 10 FINANCING................................................................................................................27
ITEM 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING ..................................................................................................................27
ITEM 12 TERRITORY ...............................................................................................................35
ITEM 13 TRADEMARKS..........................................................................................................38
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION......................40
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
FRANCHISE BUSINESS ...........................................................................................41
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ..............................42
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.........42
ITEM 18 PUBLIC FIGURES......................................................................................................52
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ...........................................52
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ...................................................53
ITEM 21 FINANCIAL STATEMENTS.....................................................................................59
ITEM 22 CONTRACTS..............................................................................................................59
ITEM 23 RECEIPTS...................................................................................................................59
EXHIBIT A State Administrators/Agents for Service of Process
EXHIBIT B Multi-Unit Development Agreement
EXHIBIT C Franchise Agreement
EXHIBIT D List of Franchisees

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EXHIBIT E List of Franchisees Who Have Left the System or Not Communicated
EXHIBIT F Financial Statements
EXHIBIT G Table of Contents to Standards of Operations Manual
EXHIBIT H Representations and Acknowledgement Statement
EXHIBIT I Sample General Release
EXHIBIT J State Addenda and Agreement Riders
EXHIBIT K Receipts
APPLICABLE STATE LAW MIGHT REQUIRE ADDITIONAL DISCLOSURES RELATED
TO THE INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT, AND
MIGHT REQUIRE A RIDER TO THE FRANCHISE AGREEMENT. THESE ADDITIONAL
DISCLOSURES AND RIDERS, IF ANY, APPEAR IN EXHIBIT J.

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ITEM 1
THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND AFFILIATES
The Franchisor. The Franchisor is Smashburger Franchising LLC. To simplify the
language in this franchise disclosure document (this “Disclosure Document”), we use the terms
“Franchisor,” “we,” “us,” “Company,” or “SMASHBURGER” to refer to Smashburger
Franchising LLC. When we refer to our affiliates, we will refer to them by their names. “You”
means the person or entity that buys the franchise. If you are a corporation, partnership, limited
liability company or other entity, certain provisions of the Franchise Agreement (defined below),
Multi-Unit Development Agreement (defined below) and related agreements will also apply to
your owners.
We were originally formed in the State of Delaware on March 5, 2008 and began offering
franchises of the type described in this Disclosure Document as of April 8, 2008. We do
business under our corporate name and as “Smashburger.” We do not do business under any
other name. Our principal business address is 1515 Arapahoe Street, Tower One, 10th
Floor,
Denver, Colorado 80202, (303) 633-1500. Our agents for service of process in certain states are
listed in Exhibit A.
Our Parent, Predecessors and Affiliates. In December 2010, we went through an
internal corporate reorganization, which resulted in Smashburger Master LLC, a Delaware
limited liability company formed on January 3, 2008 (“Smashburger Master”), becoming our
parent. Smashburger Master has been licensed the right to use and sublicense the use of the
Marks (defined below) from our affiliate, Icon Burger Development Company LLC, parent of
Smashburger Master and a Delaware limited liability company formed on September 13, 2006
(“Icon Burger”). Icon Burger owns the trademarks and other intellectual property used in the
operation of SMASHBURGER RESTAURANTS (defined below). Smashburger Master has, in
turn, licensed us the right to use and sublicense the use of the Marks. Our affiliate, The
Smashburger Servicing Company LLC, a subsidiary of Smashburger Master and a Delaware
limited liability company formed on March 5, 2008 (“Smashburger Servicing”), under a
servicing agreement dated March 5, 2008 with us, will perform certain of our obligations under
Franchise Agreements we issue, including negotiating supplier contracts for certain services sold
to franchisees. Our affiliate, Smashburger Purchasing Company LLC (“Smashburger
Purchasing”), a subsidiary of Smashburger Master and a Delaware limited liability company
formed on April 5, 2010, negotiates supplier contracts for certain goods and products sold to
franchisees.
In connection with providing these services to us, Smashburger Servicing and
Smashburger Purchasing use the services of certain individuals and employees associated or
employed with our affiliates, Icon Burger Acquisition LLC (“IBA”), a subsidiary of
Smashburger Master, formed September 13, 2006, and Consumer Capital Partners Management
LLC (“CCP”), formed October 9, 2008. Those individuals or employees that have management
responsibility for the sale or operation of the franchises offered by this Disclosure Document are
listed in Item 2. Our affiliate, Smashburger AFT Inc. (formed December 18, 2008) is the trustee
of the Smashburger Marketing Fund (see Item 11). Our affiliate, Smashburger Gift Card LLC,
an Arizona limited liability company formed on August 29, 2008, provides stored value card
services to franchisees. Our parent and all of the affiliates described above share our principal
business address and phone number. We have no predecessors.
Agents for Service of Process. We disclose our agents for service of process in
Exhibit A.

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Prior Experience. We have developed and operate using certain specified and distinct
business formats, methods, procedures, signs, designs, layouts, standards, specifications and
marks (the “Franchise System”) for the establishment, development and operation of restaurants
with a menu featuring gourmet burgers, sandwiches, salads, other food items, shakes, floats, and
other beverages in a casual atmosphere (“SMASHBURGER RESTAURANTS”).
We have not operated SMASHBURGER RESTAURANTS such as the ones being
franchised in this Disclosure Document. Our affiliates have operated SMASHBURGER
RESTAURANTS since June 18, 2007, and, as of January 1, 2012, operated 59
SMASHBURGER RESTAURANTS. (See Item 20) Other than as provided above, we and our
affiliates do not engage in, or offer franchises for, any other business activities.
The Franchises We Offer. We will primarily offer the right to enter into a Multi-Unit
Development Agreement which grants you the right to acquire, and under which you agree to
acquire, multiple franchises to develop and operate an agreed upon number of SMASHBURGER
RESTAURANTS within a specifically described geographic territory according to a
development schedule (the “Multi-Unit Development Agreement”). The form of Multi-Unit
Development Agreement you will sign is attached as Exhibit B to this Disclosure Document.
Your obligation to acquire franchises may be satisfied by you or by an entity controlled by you
or your owners that meets our then applicable standards and requirements for franchise owners
(an “Approved Affiliate”). To acquire a franchise, either you or an Approved Affiliate must
enter into our then current form of Franchise Agreement (the “Franchise Agreement”). Our
current form of Franchise Agreement is attached as Exhibit C to this Disclosure Document.
Each SMASHBURGER RESTAURANT that you or an Approved Affiliate develops and
operates (each a “Restaurant”) must be governed by a Franchise Agreement signed by you or
the Approved Affiliate. We may choose not to enter into a Franchise Agreement with single unit
operators. However, we may consider it under limited circumstances, such as for Special Venue
Restaurants. For purposes of this Disclosure Document, a “Special Venue Restaurant” is (1)
any kiosk, mobile facility or similar location or type of operation which, because of its inherent
operational limitations, is required to offer a limited menu or have a materially different
operating format as compared to a traditional SMASHBURGER RESTAURANT, (2) any
location in which foodservice is or may be provided by a master concessionaire, (3) any location
which is situated within or as part of a larger venue or facility (other than a mall or shopping
center) and, as a result, is likely to draw the predominance of its customers from those persons
who are using or attending events in the larger venue or facility (for example,
colleges/universities, convention centers, airports, hotels, sports facilities, theme parks, hospitals,
transportation facilities, convenience stores, and other similar captive market locations), or (4)
any distribution channel other than a SMASHBURGER RESTAURANT (including the Internet,
grocery stores, supermarkets, and mail order) through which products and services associated
with or sold through SMASHBURGER RESTAURANTS are or may be sold.
Market Competition. The market for food products and services SMASHBURGER
RESTAURANTS offer is highly competitive, as is the market for obtaining locations for
SMASHBURGER RESTAURANTS. Your competition includes all restaurant concepts,
particularly quick service restaurants serving hamburgers. However, we believe we offer a
unique opportunity in the restaurant industry. SMASHBURGER RESTAURANTS offer high
quality hamburgers, which are smashed and grilled, and other food and beverages.
Regulations. You should consider that certain aspects of the restaurant business are
heavily regulated by federal, state and local laws, rules and ordinances. The U.S. Food and Drug

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Administration, the U.S. Department of Agriculture, and various state and local departments of
health and other agencies have laws and regulations concerning the preparation of food and
sanitary conditions and restaurant facilities. State and local agencies routinely conduct
inspections for compliance with these requirements. Certain provisions of these laws impose
limits on emissions resulting from commercial food preparation. You will need to understand
and comply with these laws in operating the Restaurant. You must also obtain a liquor license to
sell wine and beer, and you may have liability imposed on you by Dram Shop Laws. There may
be other laws applicable to your business. We urge you to make further inquiries about these
laws.
Financial Requirements. You must maintain, and prove to us that you have, sufficient
working capital reserves, as we determine to be necessary and appropriate to comply with your
obligations under each Franchise Agreement. We may periodically designate the maximum
amount of debt that we will allow franchisees to service. In addition, the 1st
and 2nd
SMASHBURGER RESTAURANTS developed pursuant to Franchise Agreements signed under
a Multi-Unit Development Agreement must be developed with cash equity and without the
proceeds from any loans made by the franchisee (or its owners), its affiliates (or their owners) or
any other third party. Further, under the Multi-Unit Development Agreement, a developer must
always maintain sufficient liquidity to meet its obligations under the Multi-Unit Development
Agreement and, in any event, the liquidity of the developer and all of its affiliates who sign
Franchise Agreements, combined, must not at any time fall below the amount identified in Item
7 as the total estimated initial investment to open one Restaurant ($789,500). (See Item 10) We
reserve the right to review these liquidity requirements, and you must comply with such
minimum liquidity requirements that we reasonably impose.
ITEM 2
BUSINESS EXPERIENCE
Chief Executive Officer: David Prokupek
Mr. Prokupek became our Chief Executive Officer in February 2010. From November
2007 to February 2010, he served as our Chief Investment Officer. He has also served as the
chief executive officer of Smashburger Master LLC, Icon Burger Acquisition LLC, and other
related entities, all located in Denver, Colorado, since February 2010 and their President from
July 2010 to October 2011. Since July 2009, he has also been the Chairman of Icon Burger
Development Company, LLC located in Denver, Colorado. He has also been the Chief
Investment Officer of The Cervantes Holding Company (“Cervantes”) and CCP, and other
related entities, all located in Denver, Colorado, since November 2007 and their President since
January 2010. He was also appointed the Managing Director of Cervantes and CCP in January
2010. From July 2002 to December 2009, he was the Chief Executive Officer and owner of
Geronimo Financial in Denver, Colorado. Mr. Prokupek also served as a member of the Board of
Managers of QCE Holding LLC (“QCEH”) from December 2007 to October 2011.
President: Greg Creighton
Mr. Creighton is employed by our affiliate, Icon Burger Acquisition LLC, and has been
our President since July 2011. From June 2010 to June 2011, Mr. Creighton was our Chief
Operating Officer; from May 2009 to June 2010, he was our Executive Vice President of
Operations; and from September 2008 through April 2009, he served as our Regional Vice
President. From March 2007 to September 2008, Mr. Creighton was self employed as a

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consultant in Minneapolis, Minnesota. From January 1998 to March 2007, he was President and
Chief Operating Officer of Leann Chin, Inc. in Bloomington, Minnesota.
Chief Development Officer: Scott Crane
Mr. Crane is employed by our affiliate, CCP, and has been our Chief Development
Officer since December 2011. From November 2007 to June 2010, Mr. Crane was our
President. Mr. Crane has also been President of IBA in Denver, Colorado, since November
2007. From April 2007 to October 2007 and from June 2005 to December 2005, he was a real
estate developer for Cook Properties in Wichita, Kansas. From January 2006 to March 2007, he
was a consultant for Ted’s Montana Grill in Atlanta, Georgia.
Chief Legal Officer: Patrick Meyers
Mr. Meyers is employed by our affiliate, CCP, and has been our Chief Legal Officer
since March 2012. He has held the same position with Icon Burger Development Company
LLC, Smashburger Master LLC and other related entities, all located in Denver, Colorado, since
March 2012. He also has served as the Chief Legal Officer, Executive Vice President and a
member of the Board of Directors of CCP and its predecessor, Cervantes, located in Denver,
Colorado, since May 2006. From May 2006 to January 2012, he served as a member of the
Board of Managers of QCEH, and from October 2000 to January 2012, he served in various
executive roles with QFA Royalties LLC, the franchisor of the Quiznos concepts and its various
affiliated and predecessor companies (“QFA”), including General Counsel and a member of the
board of directors.
Chief Accounting Officer: Christina Carlson
Ms. Carlson is employed by our affiliate, Icon Burger Acquisition LLC, and has been our
Chief Accounting Officer since April 2012. From June 2005 to March 2012, she was Vice
President and Controller of Red Robin Gourmet Burgers in Greenwood Village, Colorado.
Operating Partner/Vice President of Training: Janice Branam
Ms. Branam is employed by our affiliate, Icon Burger Acquisition LLC, and has been our
Operating Partner and Vice President of Training in Denver, Colorado since January 2009 and
has also been employed by our affiliate, IBA in Denver, Colorado, since that time. Prior to
joining us, from August 1996 to March 2008, Ms. Branam has held various positions with
Quizno’s in Denver, Colorado, including Senior Vice President, Training; Vice President, Small
Market Development; Vice President, Development and Ops; Senior Vice President, AD
Development; Senior Vice President, Curriculum Development; Senior Vice President, Ops
Systems and Training; Vice President, Corporate Ops and Training; Vice President, Training and
Director of Training. Ms. Branam was an independent consultant in Boulder, Colorado from
March 2008 to January 2009.
Sr. Vice President of Finance and Strategy: Christopher Chang
Mr. Chang is employed by our affiliate, CCP, and has been our Sr. Vice President of
Finance and Strategy since June 2011. From November 2008 to June 2011, he was Vice
President of CCP in Denver, Colorado. From March 2007 to November 2008, Mr. Chang was
Director of Corporate Development for Vail Resorts in Broomfield, Colorado. From March
2006 to March 2007, he was a Director of Western Union in Centennial, Colorado.

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Sr. Vice President of Marketing & Consumer Insights: Jeremy Morgan
Mr. Morgan is employed by our affiliate, Icon Burger Acquisition LLC, and has been our
Sr. Vice President of Marketing & Consumer Insights since May 2011. From June 2010 through
April 2011, he served as our Vice President – Strategy. From October 2006 to May 2010, Mr.
Morgan was Case Team Leader for Bain & Co. in Chicago, Illinois.
Sr. Vice President of Franchise Sales: Brett Willis
Mr. Willis is employed by our affiliate, Icon Burger Acquisition LLC, and has been our
Sr. Vice President of Franchise Sales since May 2012. From May 2011 to May 2012, he was
Vice President of Franchise Sales for The Johnny Rockets Group in Aliso Viejo, California.
From October 2005 to May 2011, he served in various capacities (most recently as Vice
President of Franchise Development) for Arby’s Restaurant Group in Atlanta, Georgia.
Vice President of Real Estate: Jesse Yuran
Mr. Yuran is employed by our affiliate, Icon Burger Acquisition LLC, and has been our
Vice President of Real Estate since August 2011. From February 2002 to August 2011, he was
Vice President for Legend Retail Group, LLC in Denver, Colorado.
Vice President of Real Estate: Michael Ganzle
Mr. Ganzle is employed by our affiliate, Icon Burger Acquisition LLC, and has been our
Vice President of Real Estate since April 2012. From August 2007 to March 2012, he was Vice
President/Director of Real Estate for J.P. Morgan Chase in Denver, Colorado. From September
2005 to July 2007, he was Development Manager for Starbucks in Denver, Colorado.
Vice President of Real Estate: Jesse Heathcock
Mr. Heathcock is employed by our affiliate, Icon Burger Acquisition LLC, and has been
our Vice President of Real Estate since April 2012. From March 2008 to April 2012 he was
Vice President for Jones Lang LaSalle in Chicago, Illinois. From August 1998 to February 2008
he was Real Estate Manager for Brinker International in Dallas, Texas.
OTHER INDIVIDUALS WITH MANAGEMENT RESPONSIBILITY
The following individuals do not hold any office with us, but they do have certain management
responsibility in connection with the sale and operation of Franchises offered by this Disclosure
Document. The offices shown are offices they hold with the designated entity.
Richard E. Schaden
Richard E. Schaden is one of our investors and is neither employed by us nor holds an
office with us. From May 2006 to October 2010, he was the Chief Executive Officer of CCP and
its predecessor, Cervantes, in Denver, Colorado. From October 2000 to October 2010, Mr.
Schaden served in various roles (including Chief Executive Officer) for QFA.
Managing Partner and Chief Concept Officer: Thomas Ryan
Mr. Ryan has been the Chief Concept Officer of CCP and its predecessor, Cervantes, in
Denver, Colorado since May 2007. He was a member of the Board of Managers of QCEH from
August 2008 to January 2012 and from July 2003 to May 2007, he was Executive Vice President
- Branding for Quizno’s in Denver, Colorado.

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ITEM 3
LITIGATION
PENDING:
There is no pending litigation against us, our officers (as designated in Item 2 above) or
involving the Smashburger Franchise System. The litigation referred to below relates to certain
persons who, while not our officers, directors or employees, are listed in Item 2 as having
management responsibility for the sale or operation of franchises.
MKJA, Inc., et al. v. 123 Fit Franchising, LLC et al. and DOES 1-25, Case No. GIN055734
(Superior Court of California, County of San Diego, North District). On September 27, 2006,
MKJA, Inc. and certain current and former 123 Fit franchisees and their principals, filed a
statement of claim against 123 Fit Franchising, LLC, 123 Fit Services, LLC and Richard E.
Schaden (referred to in the remainder of this Item 3 as “Schaden”), among others, asserting
claims for failure to comply with the disclosure requirements of the California Franchise
Investment Law, breach of contract, breach of the implied covenant of good faith and fair
dealing, violation of the California Business and Professions Code, and fraud in the inducement.
Plaintiffs alleged that these claims arose out of failure by the defendants to disclose, among other
things, information relating to the initial investment required for the franchise. The claim seeks
an unspecified amount of damages, injunctive relief, attorneys’ fees, and costs. On October 31,
2007, the court ordered the parties to arbitrate this dispute. On September 10, 2009, the court
lifted the stay which would allow the suit to proceed before the court rather than in arbitration.
On January 4, 2011, the California Court of Appeals reversed the court’s order lifting the stay of
the lawsuit, and on April 20. 2011, the California Supreme Court denied plaintiffs’ petition for
review of that decision. Although the case remains on the Superior Court’s docket, the parties
are awaiting the plaintiffs’ initiation of arbitration in Colorado, but no formal action has yet been
taken in that respect. The defendants intend to defend this lawsuit if arbitration is initiated.
Ballwin Food Beverage, Inc., et al., v. Quiznos Franchising II LLC, et al, Case No.
2010CV3711 (District Court, City and County of Denver, State of Colorado). Between May 7,
2010 and October 12, 2010, the following 18 separate complaints were filed by current and
former QUIZNOS franchisees against QFA and certain of its affiliates, Schaden, Patrick E.
Meyers (our Chief Legal Officer) (referred to in the remainder of this Item 3 as “Meyers”) and
certain current and former QUIZNOS officers, directors and employees: Neptune Group Inc., et
al. v. Quizno’s Franchising LLC, et al. (Case No. 2010cv3716, District Court, City and County
of Denver, State of Colorado, filed May 7, 2010 and amended June 4, 2010); Harry G. Pappas
III. v. The Quizno’s Franchise Company LLC f/k/a The Quizno’s Corporation, et al. (Case No.
2010cv3740, District Court, City and County of Denver, State of Colorado, filed May 7, 2010
and amended June 9, 2010); SK7 Inc., et al. v. Quizno’s Franchising II LLC, et al. (Case No.
2010cv4484, District Court, City and County of Denver, State of Colorado; filed and amended
June 3, 2010); BC-Q LLC, et al. v. Quizno’s Franchising LLC, et al. (Case No. 2010cv03920,
District Court, City and County of Denver, State of Colorado, filed and amended June 3, 2010);
SAP & NSD Inc., et al. v. Quizno’s Franchising LLC, et al. (Case No. 2010cv4551, District
Court, City and County of Denver, State of Colorado, filed and amended June 4, 2010); O.T.I.S.
Enterprise LLC, et al. v. The Quizno’s Franchise Company LLC f/k/a The Quizno’s Corporation,
et al. (Case No. 2010cv4540, District Court, City and County of Denver, State of Colorado, filed
June 4, 2010); Too Bee Foods LLC, et al. v. Quizno’s Franchising LLC, et al. (Case No.
2010cv4571, District Court, City and County of Denver, State of Colorado, filed June 7, 2010);
Ballwin Food & Beverage Inc., et al. v. Quizno’s Franchising LLC, et al. (Case No. 2010cv3711,

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District Court, City and County of Denver, State of Colorado, filed June 8, 2010); Dr. P’s LLC,
et al. v. Quizno’s Franchising LLC, et al. (Case No. 2010cv3714, District Court, City and County
of Denver, State of Colorado, filed and amended May 9, 2010); K.R. & K Enterprises LLC, et al.
v. The Quizno’s Franchise Company LLC f/k/a The Quizno’s Corporation, et al. (Case No.
Sub-Thing Great Inc., et al. v. The Quizno’s Franchise Company LLC f/k/a The Quizno’s
Corporation, et al. (Case No. 2010cv3905, District Court, City and County of Denver, State of
Colorado, filed and amended June 10, 2010); Lop Duk Wong v. Quizno’s Franchising II LLC, et
al. (Case No. 2010cv4797, District Court, City and County of Denver, State of Colorado, filed
June 14, 2010); VDS LLC, et al. v. Quizno’s Franchising II LLC, et al. (Case No. 2010cv4906,
District Court, City and County of Denver, State of Colorado, filed June 15, 2010); Cascade
Enterprises L.C., et al. v. The Quizno’s Franchise Company LLC f/k/a The Quizno’s
Corporation, et al. (Case No. 2010cv4871, District Court, City and County of Denver, State of
Colorado, filed June 16, 2010); College Park Foods Inc., et al. v. The Quizno’s Franchise
Company LLC f/k/a The Quizno’s Corporation, et al. (Case No. 2010cv4889, District Court,
City and County of Denver, State of Colorado, filed June 17, 2010); Abi-Sam Foods LLC, et al.
v. The Quizno’s Franchise Company LLC f/k/a The Quizno’s Corporation, et al. (Case No.
Michael Gatas, et al. v. Quizno’s Franchising LLC, et al. (Case No. 2010CV8128, District Court,
City and County of Denver, State of Colorado, filed October 12, 2010); and Mark Rosenberg, et
al. v. Quizno’s Franchising LLC, et al. (Case No. 2010CV8129, District Court, City and County
of Denver, State of Colorado, filed October 12, 2010). In each of the above 18 lawsuits, at least
one party in the plaintiff group has claimed to have opted out of the Siemer v. The Quizno’s
Franchise Company LLC national class action settlement agreement that was granted final
approval by the United States District Court for the Northern District of Illinois on August 13,
2010.
Except where noted below, all of the 18 lawsuits allege the following claims: (1)
violations of the Colorado Organized Crime Control Act, C.R.S. 18-17-101 et seq., including
fraudulent scheme to sell mandated essential goods at inflated prices, fraudulent scheme to sell
franchise agreements, and unlawful control over franchisees through a pattern of racketeering
activity; (2) violation of the Colorado Consumer Protection Act; (3) conspiracy to violate the
Colorado Consumer Protection Act; (4) aiding and abetting the violation of the Colorado
Consumer Protection Act; (5) breach of contract; (6) breach of the implied covenant of good
faith and fair dealing; (7) unjust enrichment; (8) fraud in the inducement; (9) conspiracy to
commit fraud in the inducement; (10) aiding and abetting fraud in the inducement; (11)
promissory fraud; (12) conspiracy to commit promissory fraud; (13) aiding and abetting
promissory fraud; (14) illusory contract; (15) breach of fiduciary duty; (16) conspiracy to breach
fiduciary duty; (17) aiding and abetting breach of fiduciary duty; (18) declaratory judgment; (19)
violation of Colorado’s Civil Theft Act; (20) conspiracy to commit civil theft; and (21) aiding
and abetting civil theft. The Cascade Enterprises L.C., Abi-Sam Foods LLC, Pappas, Ballwin
Food & Beverage Inc., and Dr. P’s LLC lawsuits add an additional claim for economic duress.
All 18 lawsuits seek preliminary and permanent injunction relief, an order declaring
certain provisions of the plaintiffs’ franchise agreements unconscionable and therefore
unenforceable, an order declaring the plaintiffs’ franchise agreements illusory, compensatory,
consequential and statutory damages, disgorgement of defendants illegally-obtained profits,
attorneys’ fees and costs, and rescission of plaintiffs’ franchise agreements.

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On July 27, 2010, the QUIZNOS entities filed motions to dismiss the above lawsuits
(except for the Gatas and Rosenberg lawsuits which were filed subsequent to the QUIZNOS
entities’ motions to dismiss) in their entirety and also filed separate motions to dismiss the
individual defendants from these 16 lawsuits. On November 22, 2010, the court granted the
QUIZNOS entities’ motions to strike plaintiffs’ jury demand and motion to dismiss with respect
to plaintiffs’ claim for economic duress, but denied the QUIZNOS entities’ motions to dismiss
with respect to plaintiffs’ remaining claims. In accordance with the court’s orders on September
13, 2010 and November 29, 2010, the above 18 lawsuits, including the Gatas and Rosenberg
lawsuits, have been consolidated under the Ballwin Food & Beverage Inc. lawsuit for pre-trial
purposes only. Consequently, the QUIZNOS entities’ motions and the court’s orders with
respect to such motions apply to all 18 cases, including the subsequently filed Gatas and
Rosenberg lawsuits. On December 14, 2010, the QUIZNOS entities (excluding the individually
named defendants) filed an answer to each lawsuit, and for the following lawsuits filed a
counterclaim against plaintiff(s) and certain additional parties who acted as guarantors for breach
of contract arising out of the closure of their QUIZNOS Restaurant: Neptune Group Inc.;
Pappas; BC-Q LLC; SAP & NSD Inc.; Too Bee Foods LLC; Ballwin Food & Beverage Inc.; Dr.
P’s LLC; Wong; VDS LLC; Cascade Enterprises L.C.; College Park Foods Inc.; Abi-Sam Foods
LLC; Gatas; and Rosenberg. Plaintiffs in the previously listed cases filed an answer to the
QUIZNOS entities’ counterclaims on January 11, 2011. On January 25, 2011, the court denied
the QUIZNOS entities’ motions to dismiss the individual defendants. On February 8, 2011, the
individually named defendants filed an answer to each of the 18 lawsuits. On June 12, 2012, the
QUIZNOS entities and the other defendants filed motions for summary judgment as to the claims
of all 18 plaintiff groups. Trial for all lawsuits has been set for September 2012. Defendants
intend to defend these lawsuits and prosecute their counterclaims.
COMPLETED:
Thin N’ Out Fitness Inc., et al, v. 123 Fit Franchising LLC, et al, No. 75 114 00131
08 (American Arbitration Association, Seattle, Washington). On April 10, 2008, claimants, a
former 123 Fit franchisee and its principals, filed a demand for arbitration against 123 Fit
Franchising LLC, Schaden, and certain other unaffiliated entities and individuals, asserting
claims for violation of the Washington Franchise Investment Practices Act. The demand sought
rescission of the plaintiffs’ franchise agreement, or in the alternative, an unspecified amount of
damages, fees, and costs. The parties signed a settlement agreement and the case was dismissed
in February 2010. The terms of the settlement, which included mutual general releases, required
123 Fit to cause a payment to the plaintiffs in the amount of $27,826.
William H. Nickerson, et al v. The Quizno’s Corporation, et al., Case No. 04 CV
04CV0455 (District Court for the City and County of Denver, Colorado). On January 20, 2004,
plaintiff, a former shareholder of The Quizno’s Corporation (“TQC”), filed suit against TQC and
its board of directors seeking damages allegedly arising in connection with TQC’s
November 2000 tender offer to purchase all outstanding shares of its common stock at a price of
$8.00 per share. Plaintiff alleged that TQC’s board of directors breached its fiduciary duties to
TQC’s shareholders, that TQC was unjustly enriched at the expense of its shareholders, and that
defendants violated certain Colorado state securities laws. The case was settled, and as part of
the settlement, on June 14, 2004, TQC disbursed $5.8 million to shareholders who submitted a
valid claim. The court approved the settlement on September 27, 2004, and the settlement
became effective on November 15, 2004.

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Moiez Al-Harazi and Sawson Shoraan v. The Quizno’s Canada Restaurant
Corporation, et al., Court File No. 05-CV-302670 (Ontario Superior Court of Justice). On
January 5, 2006, 2 franchisees of Quizno’s Canada Restaurant Corporation (“QCRC”) without
open QUIZNOS Restaurants, filed an amended statement of claim on behalf of themselves and
other similarly-situated franchisees against QCRC and certain of its affiliates, Schaden, Meyers,
and certain current and former employees of QCRC, asserting claims for violation of the Wishart
Act. The claim sought compensation for loss of income and foregone opportunity cost or
damages. A settlement was reached between the representative plaintiffs and defendants. 164
members of the class were entitled to a partial refund of the initial franchise fee (in which case
their underlying franchise agreements were terminated) ranging from 25% to 50% of the initial
franchise fee paid by the class member (approximately $6,500CAD and $13,000CAD).
Alternatively, a class member could remain a QCRC franchisee, which election had to be
approved by QCRC, and the class member was entitled to receive a $26,630CAD credit toward
the purchase price of equipment and supplies necessary to open a QUIZNOS Restaurant. On
July 7, 2007, the class was certified for settlement purposes only and the terms of the settlement
were approved by the court.
Edward C. Sebesta, et al v. The Quizno’s Corporation, Case No. 01CV6281 (District
Court for the City and County of Denver, Colorado). On November 13, 2001, a shareholder of
TQC, filed suit against TQC and its board of directors seeking to prevent a proposed transaction
by which TQC would become a private company and all publicly-traded shares of TQC would
be repurchased. Plaintiffs alleged that TQC’s board of directors breached its fiduciary duties to
TQC’s shareholders. The case settled, and the trial court entered judgment for approval of the
settlement on April 15, 2004. The maximum aggregate amount that could be received by the
plaintiffs in this case is approximately $1.8 million. A hearing was held on July 17, 2008,
whereby the court granted approval to distribute a settlement amount to the class members of
approximately $293,600, which was completed at the end of the 3rd
quarter of 2008.
Esmat “Sam” Elhilu and Haytham Kafouf, et al. v. Quizno’s Franchising Company,
LLC, et al., Case No. CV 06 7855 FMC (CTx) (United States District Court for the Central
District of California), filed in California state court (and subsequently removed) on
November 14, 2006, as a putative class action by 2 QUIZNOS franchisees. The defendants are
QFA and certain of its affiliates including Schaden. Plaintiffs asserted claims for violation of the
California Franchise Investment Law, conspiracy based on alleged misrepresentations relating to
site selection and violations of the California unfair competition and false advertising laws. The
complaint sought, among other things, an unspecified amount of damages, costs, and attorneys
fees. The parties entered into a settlement agreement on March 30, 2009, which was approved
by the court on December 8, 2009. Under the settlement, approximately 260 members of the
class who have non-terminated QUIZNOS franchise agreements are entitled to payments
between $50 and $8,175 in exchange for a termination of their franchise agreements.
Alternatively, franchisees in this group can elect to remain franchisees and receive a credit equal
to the initial franchise fee toward equipment and other purchases. Another 300 class members
whose franchise agreements had been terminated were entitled to payments ranging from $250 to
$500.
Gause v. Geronimo Financial, Inc. and David Prokupek, Civil Action No. 08CV1458
(District Court for the City and County of Denver, Colorado). On March 4, 2008, Marshall
Gause, a former employee of Geronimo Financial, Inc. (“Geronimo”), filed a complaint against
Geronimo and David Prokupek, asserting several claims related to the termination of his
employment, and he later amended his complaint to include a claim that debt re-payments made

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by Geronimo to Mr. Prokupek constituted a fraudulent conveyance. Without admitting liability,
the parties entered into a Confidential Settlement and Release Agreement on September 3, 2009,
in which Gause agreed to dismiss the lawsuit against Geronimo and Mr. Prokupek in exchange
for a payment of $300,000.
On August 13, 2010, the United States District Court for the Northern District of Illinois
granted final approval of the settlement agreement the parties in the following 4 cases entered
into on October 27, 2009 affecting all 4 cases:
Raymond Bonanno, et al., individually and on behalf of others similarly
situated v. The Quizno’s Master LLC, et al., Civil Action No. 1:06-cv-2358-WYD-
BNB (United States District Court for the District of Colorado), (filed on February 16,
2006, as a putative class action by 6 QUIZNOS franchisees who never opened
Restaurants. The defendants were QFA and certain of its affiliates, Schaden and certain
former QUIZNOS employees. The plaintiffs asserted claims for fraudulent inducement,
violation of the covenant of good faith and fair dealing, duty, unjust enrichment, breach
of contract, violation of the Colorado Consumer Protection Act, common law conspiracy
and economic duress. The complaint sought, among other things, an unspecified amount
of damages, rescission of plaintiffs’ franchise agreements, and injunctive relief to prevent
future sales of QUIZNOS franchises in New Jersey.
Fred N. and Michana A. Westerfield, et al. v. The Quizno’s Franchise
Company LLC, et al., Case No. 06-C-1210 (United States District Court for the Eastern
District of Wisconsin, Green Bay Division), originally filed, as a putative class action, on
November 20, 2006 by 12 current and former QUIZNOS franchisees. The defendants
were QFA and certain of its affiliates, Meyers, Cervantes, Cervantes Master LLC,
Schaden, and Richard F. Schaden. The complaint asserted claims for violation of the
federal RICO statute, Section 1 of the Sherman Act, the Wisconsin Fair Dealership Law,
the Wisconsin Deceptive Trade Practices Act, Wisconsin Statute Section 895.446
(property damage or loss), Wisconsin Statute Section 134.01 (injury to business), the
Wisconsin Franchise Investment Law, fraud in the inducement, breach of contract,
fraudulent concealment, breach of the implied covenant of good faith and fair dealing,
unjust enrichment, promissory fraud, strict liability misrepresentation, economic duress,
illusory contract, breach of fiduciary duty, and declaratory judgment, all allegedly arising
out of the sale of franchises and the subsequent sale to franchisees of certain products or
services. The complaint sought unspecified preliminary and permanent injunctive relief,
and an unspecified amount of damages.
Ilene Siemer, et al. v. The Quizno’s Franchise Company LLC, et al., Case No.
07 CV 2170 (United Stated District Court for the Northern District of Illinois), filed on
April 19, 2007, as a putative class action by 5 current and former QUIZNOS franchisees.
The defendants were QFA and certain of its affiliates, Meyers, Cervantes and Cervantes
Master LLC, Schaden and Richard F. Schaden. The plaintiffs asserted claims for
violation of the federal RICO statute, the Illinois Franchise Disclosure Act, the Illinois
Consumer Fraud and Deceptive Business Practices Act, conspiracy, unjust enrichment,
promissory fraud, economic duress, illusory contract, breach of fiduciary duty, and
declaratory judgment and for fraud in the inducement, breach of contract, and breach of
the covenant of good faith and fair dealing, all allegedly arising out of the sale of
franchises and the subsequent sale to franchisees of certain products or services. The

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complaint sought unspecified preliminary and permanent injunctive relief, and an
unspecified amount of damages.
Bonnie Brunet, et al. v. The Quizno’s Franchise Company LLC, et al., Case
No. 1:07-cv-01717-EWN-KLM (United States District Court for the District of
Colorado), filed on August 14, 2007, as a putative class action by 15 current and former
QUIZNOS franchisees. The defendants were QFA and certain of its affiliates, Cervantes
Capital LLC, Schaden, Richard F. Schaden, Meyers, Cervantes and Cervantes Master
LLC. The complaint asserted claims for violation of the federal RICO statute, the
Colorado Consumer Protection Act, common law fraud, breach of contract, breach of the
implied covenant of good faith and fair dealing, economic duress declaratory judgment,
unjust enrichment, promissory fraud, illusory contract, and breach of fiduciary duty. The
complaint sought unspecified preliminary and permanent injunctive relief, declaratory
relief, and unspecified compensatory, consequential and statutory damages and
exemplary, punitive and treble damages.
By the terms of the settlement agreement, putative class members of Bonnano v. The
Quizno’s Master LLC (the “SNO Class Action”) who previously executed a release against
QUIZNOS are entitled to receive a settlement payment between $250 to $500. Settlement
payments for the remaining putative SNO Class Action members who choose to exit the system
range from approximately $500 to $8,175, representing 5% to 32.7% of the initial franchise fee
paid. Alternatively, putative SNO Class Action members who elect to remain franchisees are
entitled to receive a credit towards equipment and supplies for their QUIZNOS Restaurant in an
amount equal to the amount of the initial franchise fee paid. Settlement payments for putative
class members of Westerfield v. The Quizno’s Franchise Company LLC, Siemer v. The Quizno’s
Franchise Company LLC, and Brunet v. The Quizno’s Franchise Company LLC range from $475
to $3,150 per franchise agreement. In addition to the above settlement payments to qualified
class members, under the settlement agreement, QUIZNOS agreed to make certain modifications
to its franchise model and business practices. The above cases were dismissed with prejudice on
August 18, 2010 (Bonanno), August 17, 2010 (Westerfield), August 16, 2010 (Brunet) and
August 13, 2010 (Siemer), respectively.
Joe Martrano, et al, v. The Quizno’s Franchise Company LLC, et al, Case No. 08-cv-
00932 (United States District Court for the Western District of Pennsylvania), filed by 7 current
and former QUIZNOS franchisees on July 3, 2008, as a putative class action. The defendants
were QFA and certain of its affiliates, Cervantes Capital LLC, Schaden, and Richard F. Schaden.
The complaint asserted claims for violation of the federal RICO statute, Section 1 of the Sherman
Act, certain Pennsylvania statutes, for fraud in the inducement, breach of contract, and for breach
of the covenant of good faith and fair dealing, all allegedly arising out of the sale of franchises
and the subsequent sale to franchisees of certain products or services. The complaint sought
unspecified preliminary and permanent injunctive relief, and an unspecified general, multiple,
and treble amount of damages. On June 15, 2009, the court denied defendants’ motion to
dismiss plaintiff’s second amended complaint. Defendants filed counterclaims against plaintiffs
for breach of contract on July 14, 2009. On June 8, 2010, plaintiffs filed a motion to withdraw
class certification, which motion was granted on June 9, 2010. Defendants filed amended
counterclaims against plaintiffs on December 31, 2010. In February 2011, the parties stipulated
to the dismissal of 1 of the 13 plaintiff parties, and in June 2011, the defendants filed motions for
summary judgment with respect to all claims of each of the 12 remaining plaintiffs, and the
plaintiffs filed a motion for summary judgment against the defendants’ counterclaims. On
January 4, 2012, defendants entered into a settlement agreement with 11 of the plaintiff parties,

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which included mutual general releases, and defendants additionally agreed to pay such plaintiff
parties $500,000. Also on January 4, 2012, defendants entered into a settlement agreement with
the remaining plaintiff party, which included mutual general releases, and defendants also agreed
to waive the post-termination covenant not to compete contained in the plaintiff party’s franchise
agreement. On January 6, 2012, the court dismissed the plaintiff parties’ and defendants’ claims
against each other with prejudice.
Other than the above disclosed actions, no litigation is required to be disclosed in this
Item.
ITEM 4
BANKRUPTCY
No bankruptcy is required to be disclosed in this Item.
ITEM 5
INITIAL FEES
Development Fee. Under the Multi-Unit Development Agreement, you agree to pay us a
multi-unit development fee upon signing the Multi-Unit Development Agreement. The multi-
unit development fee (“Development Fee”) equals $20,000 multiplied by the number of
Restaurants (other than the first Restaurant) required to be developed under the Multi-Unit
Development Agreement. Typically, a Multi-Unit Developer should expect to develop 2 to 25
Restaurants, depending on the size of the Development Area, and the range of the Development
Fee for the developed Restaurants will range from $40,000 to $520,000. We credit the
Development Fee, in $20,000 increments, toward the initial franchise fee that is due as Franchise
Agreements are signed (excluding the first Franchise Agreement) until the aggregate amount of
such credits equals the Development Fee. Depending on the number of Restaurants to be
developed, the Multi-Unit Developer will have between 3 to 5 years to complete the
Development Schedule. We will fully earn the Development Fee when you pay it, and you must
pay us the fees in one lump sum. These fees are non-refundable.
Initial Franchise Fees. When you sign the Multi-Unit Development Agreement, you
also sign the Franchise Agreement and pay the initial franchise fee of $40,000 for the first
Franchise that you are required to acquire under the Multi-Unit Development Agreement. For
each other Restaurant, once we approve the site and before you execute a lease or otherwise gain
possession of the site, you or an Approved Affiliate must sign the Franchise Agreement and pay
an initial franchise fee. Under your Multi-Unit Development Agreement, the amount of the
initial franchise fee for each Franchise Agreement you enter into with us during the original term
of the Multi-Unit Development Agreement will be the lower of our then-current initial franchise
fee or the standard initial franchise charged by us as of the date you sign the Multi-Development
Agreement. We will fully earn the initial franchise fee due under each Franchise Agreement
when you pay it, and you must pay us the fee in one lump sum. These fees are non-refundable.
If you are executing a Franchise Agreement for an existing SMASHBURGER
RESTAURANT that you are buying from another franchisee, we will not charge an initial
franchise fee, but you or the seller of the existing SMASHBURGER RESTAURANT must pay
the transfer fee due under the seller’s Franchise Agreement.
Lease Review Fee. Under the Franchise Agreement, you must pay us or our designated
supplier (which may be an affiliate of ours) a lease review fee of $1,500. If you fail or you
refuse to sign the approved lease and then submit one or more subsequent leases for us to review

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and approve, for each such subsequent lease, you will pay an additional Lease Review Fee of
$1,500. The Lease Review Fee covers the expenses incurred to review and negotiate your lease
(if we choose to do so). Our approval of your lease is required and the Lease Review Fee is not
refundable under any circumstances.
ITEM 6
OTHER FEES
TYPE OF FEE1
AMOUNT DUE DATE REMARKS
Royalty5
Paid at 5% of Gross Sales
subject to the following
adjustment: (1) if Gross Sales
during a fiscal year exceed
$1,200,000, the Royalty rate,
as of the 1st day of the
immediately succeeding
fiscal year, will be 6% of
Gross Sales; and (2) if Gross
Sales during a fiscal year are
$1,200,000 or less, the
Royalty rate, as of the 1st day
of the immediately
succeeding fiscal year, will
be 5% of Gross Sales6
Weekly, but
with the
quarterly
adjustment (if
any) due
within 10
days after the
end of the
calendar
quarter
“Gross Sales” include all revenue
derived from operating the Restaurant,
but (1) excludes sales, use, or service
taxes and (2) documented refunds,
credits and discounts to customers and
employees. Gift certificate, gift card
or similar program payments are
included when the gift certificate, gift
card, other instrument or applicable
credit is redeemed. Gross Sales also
include all insurance proceeds
received for loss of business due to a
casualty to or similar event.
Lease Review Fee $1,500 As incurred Fee for review and if we choose, the
negotiation of certain provision of
premises lease. Fee is charged for
each subsequent lease review, if you
refuse to sign the approved lease and,
as a result, we are required to review
additional leases.
Proprietary
Software Fee
We do not currently charge
this fee. We estimate that
this fee will range between
$150 to $250 per month if
implemented
Monthly If developed, fee for proprietary
software or technology licensed to
you. The amount shown is merely an
estimate as we currently do not have
proprietary software that we license to
you.

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TYPE OF FEE1
On-site Opening
Assistance
$1,000 to $5,500 As incurred We will bear the expenses for the 1st
two SMASHBURGER
RESTAURANT opened by you or
your affiliates; if, in our judgment, we
determine it to be necessary to also
send a representative to the site to
provide grand opening assistance for
the third or subsequent Restaurants,
you will be responsible for
reimbursing us the costs and expenses
incurred by our representative,
including the costs of travel, lodging,
meals and a per diem to cover the
representative’s salary.
Marketing Fund 1% to 4% of Gross Sales2
Weekly
Local Advertising
Cooperative3
Up to 3% of Gross Sales Weekly Co-op will administer advertising
programs and develop advertising,
marketing and promotional materials
for an area with more than 2
SMASHBURGER RESTAURANTS.
The total amount that you will be
required to spend for Marketing Fund,
local advertising and Local
Advertising Cooperative will not
exceed 5% of Gross Sales.
Website
Maintenance Fee
We do not currently charge
this fee. We estimate that
this fee will be $50 per month
if implemented.
Monthly You must provide required
information and updates. If you are in
default of the Franchise Agreement,
your website may be removed until
defaults are cured.
Interest on Late
Payment
2% per month or the
maximum rate allowed by
applicable state law,
whichever is lower.
$100 per returned check
As incurred You pay interest on amounts owed
after due date. Service fee of $100 per
occurrence for checks returned due to
insufficient funds.
Transfer Fee –
Franchise
Agreement
50% of then-current initial
franchise fee for each
Restaurant
As incurred See Section 12.C (9) of the Franchise
Agreement.

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TYPE OF FEE1
Transfer Fee –
Multi-Unit
Development
Agreement
(i) the greater of 10% of the
purchase price or $35,000,
plus applicable goods and
services taxed thereon; or (ii)
the greater of 5% of the
purchase price or $25,000,
plus applicable goods and
services taxed thereon4
As incurred See Section 6(A)(1)(h) of the Multi-
Unit Development Agreement.
Renewal Fee 50% of then-current initial
franchise fee
Upon renewal See Section 13 of the Franchise
Agreement.
Inspection and
Audit Fee
Costs of inspection
(estimated to be between
$1,000 to $15,000)
Within 15
days of report
receipt
You pay fee if examination was done
because you failed to provide required
reports or reveals a Royalty or
Marketing Fund contribution
understatement exceeding 2% of the
amount that you actually reported.
Management Fee 10% of Gross Sales plus costs
and expenses
As incurred We may assume management of your
Restaurant, if: (1) you abandon or fail
to actively operate your Restaurant;
(2) you fail to comply with any
provision of this Agreement or any
System Standard and do not cure the
failure within the specified time
period; or (3) this Agreement expires
or is terminated and we are deciding
whether to exercise our option to
purchase your Restaurant. We will
exercise our right to assume
management in 90-day increments,
renewable for up to 1 year, in the
aggregate. We will periodically
discuss with you the results of
operation during the time we manage
the Restaurant.
Product testing Variable (estimated to be
between $0 to $250)
As incurred Fee charged for testing samples of
proposed new suppliers.

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TYPE OF FEE1
Additional training Then-current per diem
charge, currently $250
As incurred Initial training is provided for up to 3
people. However, if additional
training is required or re-training is
required, you must pay additional
training fee. We may charge you for
training newly-hired personnel; for
refresher training courses; and for
additional or special assistance or
training you need or request.
Recruiting Fee 200% of the annual salary of
such person recruited
As incurred Fee is due to us if you recruit or hire
any person then employed, or who was
employed within the immediate
preceding 24 months, as a general
manager or assistant manager at any
SMASHBURGER RESTAURANT or
as our district manager, regional
manager or corporate executive. See
Section 7(c) of the Franchise
Agreement.
Insurance $5,000 to $15,000 As incurred If you fail to obtain and maintain
insurance, we may, at our option,
obtain or reinstate the insurance for
you and you must promptly reimburse
us for the cost of the insurance plus a
reasonable fee for our services and our
out of pocket expenses.
Indemnification Will vary under
circumstances
As incurred You must reimburse us and our
affiliates if any of us are held liable for
claims related to your Restaurant’s
operations.
Costs and
Attorneys’ Fees
Will vary under
circumstances
As incurred Payable only if you do not comply
with the Franchise Agreement or
Multi-Unit Development Agreement.
Marketing Will vary under
circumstances
As incurred We may, with your approval,
advertise, market and promote your
Restaurant on your behalf. In the
event that we undertake such
activities, you must reimburse us for
all costs we incur.

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TYPE OF FEE1
Music Fee Currently ranges from $37.95
to $47.95 (plus applicable
taxes) per month
Monthly For music services provided by the
required vendor to your Restaurant.
Smashburger Purchasing pays the
vendor directly, then initiates an ACH
from your bank account to reimburse
it for the amount owed.
Pest Control
Services
Currently ranges from $46.95
to $77.95 (plus applicable
taxes) per month
Monthly For pest control services provided by
the required vendor to your
Restaurant. Smashburger Purchasing
pays the vendor directly, then initiates
an ACH from your bank account to
reimburse it for the amount owed.
Customer Survey Currently $40 per month Monthly For customer survey services provided
by the required vendor to your
Restaurant. Smashburger Purchasing
Gift Card Service Currently $80 to $90 per
month
Monthly The cost of managing the gift card
program and replenishing your supply
of gift cards. Smashburger Purchasing
NOTES
1. All fees are imposed by and payable to us. All fees are non-refundable. These fees may
not be uniform for franchisees signing the Franchise Agreement. Unless otherwise indicated, fees
are due under the Franchise Agreement.
2. Initially, you will contribute 1% of Gross Sales to the Marketing Fund. However, at any
time and on notice to you, we may increase the amount you must contribute to the Marketing
Fund, up to 4% of Gross Sales, provided that in no event will you be required to contribute or
spend, in the aggregate, more than 5% of Gross Sales on Marketing Fund contributions, local
marketing requirement, and the required contribution to a Local Advertising Cooperative
contributions.
3. If a Local Advertising Cooperative is established for a geographic area that includes the
Restaurant, you must contribute to it. Generally, the maximum you would be required to
contribute to a Local Advertising Cooperative is 3% of Gross Sales. However, we reserve the
right, on notice, to require you to pay to us or our designee any monies you are required to spend
on local marketing, in which case, we or our designee would spend those monies, in accordance
with local Restaurant marketing guidelines and programs we develop from time to time, to

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advertise and promote the Restaurant on your behalf. We also have the right to contribute those
monies to the Marketing Fund or to a Local Advertising Cooperative.
4. If the sale is completed prior to the 3rd
anniversary of the effective date of the Multi-
Unit Development, the amount calculated under clause (i) would be due; if the sale is completed
on or after the 3rd
anniversary of the effective date of the Multi-Unit Development Agreement,
the amount calculated under clause (ii) would be due.
5. If you sign a Multi-Unit Development Agreement, the amount of the royalty for each
Franchise Agreement you or an Approved Affiliate signs during the original term of the Multi-
Unit Development Agreement will be the lower of our then-current royalty or the standard
royalty charged by us as of the date you signed the Multi-Unit Development Agreement.
6. If the Restaurant begins operation on or after November 1 of a calendar year, its Gross
Sales shall not be considered for purposes of adjustment until the 2nd full fiscal year after it
began operations.
ITEM 7
ESTIMATED INITIAL INVESTMENT1
YOUR ESTIMATED INITIAL INVESTMENT
(MULTI-UNIT DEVELOPMENT AGREEMENT)
TYPE OF
EXPENDITURE
AMOUNT
METHOD OF
PAYMENT
WHEN DUE
TO WHOM
PAYMENT IS
MADE
Initial Fee for first
Restaurant
$40,000 As incurred When you sign
the Multi-Unit
Development
Agreement.
Us
Fee for Multiple
Restaurants (See
Item 5)1
$20,000 multiplied
by the number of
Restaurants under
the Development
Schedule (less the
first Restaurant)
Lump Sum When you sign
the Multi-Unit
Development
Agreement.
Us
Total Estimated
Initial Investment2
$80,000

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NOTES
1. Your actual costs will depend on the number of Restaurants you are to develop under the
Development Schedule. Assuming you are to develop and open 3 Restaurants, the total
estimated initial investment equals $80,000 ($40,000 for first restaurant plus the sum of $20,000
multiplied by 2 additional Restaurants). We apply this fee, in $20,000 increments, toward the
Initial Franchise Fee due under each Franchise Agreement (excluding the first Franchise
Agreement) signed by you or an Approved Affiliate in accordance with the Development
Agreement.
2. We make no representation that your costs will come within the ranges estimated and
cannot guarantee that you will not incur additional expenses entering into a Multi-Unit
Development Agreement.
YOUR ESTIMATED INITIAL INVESTMENT
(FRANCHISE AGREEMENT)
TYPE OF
EXPENDITURE
AMOUNT
METHOD
OF
PAYMENT
WHEN DUE
TO WHOM
PAYMENT IS TO BE
MADE
Initial Franchise Fee1
$40,000 Upon signing
Franchise
Agreement
Lump Sum Us
Leasehold
Improvements2
$100,000 –
$325,000
As Invoiced As arranged Landlord/Affiliates
/Contractors
Furniture, Fixtures
and Equipment3
$100,000 –
$180,000
Before
Opening
As Invoiced Affiliate or Approved
Supplier
Signage $8,000 –
$20,000
Before
Opening
Supplier
IT, POS System $15,000 –
$30,000
Before
Opening
Supplier
Three Month’s Rent4
$6,000 -
$33,000
Landlord
Security Deposit,
Business Licenses5, 8
$5,000 –
$15,000
As incurred As invoiced Landlord and
Suppliers,
Professional Svc.
Firms
Opening Inventory
and Supplies6
$5,000 –
$10,000
Before
Opening
Supplier
Grand Opening
Advertising7
$10,000 -
$25,000
Before
Opening
Supplier
Training Expenses8, 9
$5,000 –
$35,000
Before
Opening
Supplier
Miscellaneous
Opening Costs9
$500 –
$10,000
Before
Opening
Supplier

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TYPE OF
EXPENDITURE
AMOUNT
METHOD
OF
PAYMENT
WHEN DUE
TO WHOM
PAYMENT IS TO BE
MADE
Professional Fees $5,000 –
$15,000
Before
Opening
Supplier
Insurance Premium10
$5,000 –
$15,000
Before
Opening
As Invoiced Insurance Carrier
Liquor Licensing11
$1,500 –
$15,000
Before
Opening
Supplier
Lease Review Fee $1,500 Before
Opening
Upon Submission
of Lease for
Review
Us, Affiliate or
Approved Supplier
Additional Funds - 3
months12
$10,000 –
$20,000
As incurred As invoiced Suppliers and
Employees
TOTAL
ESTIMATED
INITIAL
INVESTMENT13
$317,500 -
$789,500
NOTES
1. The initial franchise fee is non-refundable under the terms of the Franchise Agreement
(See Item 5).
2. Our estimate for leasehold improvements does not include any tenant improvement
allowance that may be granted by landlords towards leasehold improvements. Tenant
improvement allowances are site specific and dependent upon several variables, including rent,
occupancy levels and local market conditions, which are beyond our control.
3. This estimate includes freight, installation, and applicable state and local taxes.
4. The cost of acquiring or leasing a location for your Restaurant will vary significantly
depending upon the market in which the proposed site is located. A suitable building for a free
standing Restaurant will range in size from approximately 1,600 square feet to 2,200 square feet
and will likely cost from $15 to $60 per square foot per year. Local market conditions, changes
in the economy and inflation will all contribute to your real property costs. The location of the
parcel of real property, its relationship to and the nature of any adjoining uses, and its
accessibility will affect both its size and price. Lease agreements vary, but usually require the
lessee to pay for maintenance, insurance, taxes and any other charges or expenses for the land
and building and the operation of the Restaurant or they may require that the Lessee reimburse
the Lessor for its proportionate share of these payments (plus interest) made on behalf of the
lessee and pay minimum monthly rent or percentage rent. You must get our approval of your
proposed lease before signing it.
5. The rent deposit may be refundable under the terms of the lease.
6. Due to differences in local laws, prices, suppliers, geography and commercial practices,
you may elect to carry a larger inventory. Local costs will greatly affect this investment.

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7. You must spend a minimum of $10,000 on an approved grand opening advertising
program, but we reserve the right to require you to spend up to $25,000 on the grand opening
advertising program depending on factors such as whether your Restaurant is located in an urban
or rural location.
8. This estimate covers the associated cost for payroll of management and staff training
before the opening of your Restaurant. This includes 4 weeks of training for a managing owner
and a non-owner manager. In addition, for the first 2 SMASHBURGER RESTAURANTS
opened by you or your affiliates, we will send a training team (the identity and composition of
which will be in our discretion) to your Restaurant to assist with the grand opening. We will
bear the expense of providing that representative. If, in our judgment, we determine it to be
necessary to also send a representative to the Restaurant to provide grand opening assistance for
the third or subsequent Restaurants, you will be responsible for reimbursing us the costs and
expenses incurred by our representative, including the costs of travel, lodging, meals and a per
diem to cover the representative’s salary. The estimated budget also takes into consideration the
travel budget for training. Salaries will vary substantially by geographic areas and local market
conditions. The estimated initial investment is subject to substantial variance due to delays and
the securing of the required permits and license to train and operate the business as well as
geographic location (See Item 11).
9. Typical pre-opening expenses include salaries and living expenses for you and your
managers in training, training expenses incurred for staff, pre-opening training menus, related
pre-opening marketing and personnel ads. Additionally, you will likely have to prepay or make
deposits for various utilities such as gas, electricity, sewer, water, telephone, and garbage
disposal. We estimate that these prepaid expenses and deposits will be between $500 and
$5,000. You must obtain state and local licenses, including liquor licenses (see Note 11),
business licenses, vending machine licenses, and games licenses. You may have to post bonds in
order to obtain certain governmental permits.
10. You must, at your own expense, keep in force insurance policies for each Restaurant. We
reserve the right to change types and amounts of coverage. This estimate is based on our current
requirements which are: comprehensive business owners coverage (including contents insurance,
loss of business income, employee dishonesty, money coverage, comprehensive general liability
and liquor liability) for a minimum of $1 million per occurrence and $2 million in the aggregate;
hired/non owned auto liability for a minimum of $1 million; employee practices liability for a
minimum of $1 million; boiler and machinery coverage with a coverage rating of $500,000;
umbrella coverage for a minimum of $1 million; building coverage for at least 80% of
replacement costs (amount dependent upon building value, construction value, and whether
owned or leased property) for building of leased/owned premises; and auto liability for a
minimum of $1 million. You also must maintain workers’ compensation insurance for your
employees. You must provide us with a certificate of insurance naming us and our designated
affiliates as additional insureds and provide us with 30 days prior written notice of material
changes to or cancellation of the policy. Your lease agreement may require higher insurance
limits than those stated above. You will likely have to prepay all or a portion of the first year’s
premiums for insurance.
11. The cost to obtain a liquor license varies greatly depending on the licensing authority
involved and the local liquor license resale market, if any. In our recent experience with our
affiliate-owned restaurants, the cost to obtain a liquor license has run between $1,500 and
$15,000 (including legal fees). Generally, liquor-licensing systems fall into two categories: (a)

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quota-based systems, and (b) non-quota-based systems. In quota-based systems, the total
number of licenses available in a municipality, county or other defined territory is set according
to the number of people within the territory. For example, state law may limit the total number
of licenses available to one per every two thousand persons. Once the licensing authority has
issued the total number of licensees according to the population, the licensing agency will not
issue any additional new licenses until a new census is taken that shows an increase in population
or until an existing permit expires or is revoked. Most often in quota-based systems, parties
seeking licenses will not wait for the next census or wait for a license to expire. Instead, they
will purchase a license from an existing licensee. In such situations, the cost of obtaining a
license can be substantially greater than the cost of obtaining a license directly from the licensing
authority. The new licensee will not only pay fixed license fees to the state, but it will also pay
the purchase price to the transferor plus fees for attorney’s services and service providers. The
licensing agency may or may not regulate the price. The price may simply be set by the market
for licenses in a particular location, and that could inflate the price significantly. You should
carefully review the system of liquor licensing in your state and review the expected range of
costs, if your Restaurant is located in a quota state. In state systems that are not quota-based, the
cost of obtaining a state license is usually limited to the fee prescribed by statute or
administrative regulation, plus fees for attorney’s services and service providers. However, there
may be additional costs imposed by a need to obtain a municipal and/or county liquor license,
conditional use permit or other governmental approval. There are also Federal tax permits
required.
12. Our estimates of the amounts needed to cover your expenses for the start-up phase (i.e., 3
months from the date the Restaurant opens for business) of your business include: replenishing
your inventory, lease payments, initial advertising and promotional expenditures, payroll for
managers and other employees, uniforms, utilities and other variable costs. These figures are
estimates and we cannot assure you there will not be additional expenses. Your actual cost will
depend on factors including management skill, experience, business acumen, local economic
conditions, local market for casual dining, prevailing wage rates, competition and the sales level
reached during the start-up phase. These amounts do not include any estimates for debt service
on loans that you obtain to finance your business.
13. We make no representation that your costs will come within the ranges estimated and
cannot guarantee that you will not incur additional expenses starting a SMASHBURGER
RESTAURANT. Your actual costs will depend on factors such as: geography, the availability of
sites; your Restaurant size and location; construction costs; your discretionary expenditures; the
availability of leasing or financing arrangements; your credit rating; and other factors.
The estimated initial investment figures shown above for constructing and opening a
Restaurant are based primarily on the costs incurred by our affiliates in opening
SMASHBURGER RESTAURANTS in the past four and a half years. Because these figures are
only estimates, it is possible both to reduce and to exceed costs in any of the areas listed above.
Actual costs will vary depending on physical size and current condition of the premises. In
addition, actual costs may substantially exceed these estimates in a major metropolitan market.
To avoid excessive construction costs, we require that you pick contractors carefully by
obtaining several competitive bids beforehand. These estimates do not include extensive exterior
renovations. You should review all figures in this Item 7 carefully with a business advisor
before you decide to purchase the franchise. Neither we nor our affiliates offer financing directly
or indirectly for any part of the initial investment. The availability and terms of financing
depend on the availability of financing generally, your creditworthiness and collateral, and

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lending policies of financial institutions. The estimate does not include any finance charge,
interest, or debt service obligation.
ITEM 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
In order to maintain the quality and uniformity of all food products, menu items,
ingredients, services, products, materials, forms, items, supplies, fixtures, furnishings and
equipment utilized in or by SMASHBURGER RESTAURANTS, you must purchase all food
products, ingredients, condiments, fixtures, furnishings, equipment, decor items and signage
from suppliers approved by us in writing. We may designate ourselves or an affiliate as an
approved supplier of food and related products and services. We will provide a list of approved
suppliers and approved food products, ingredients and condiments, including designation by
brand and our standards and specifications, as contained in the Standards of Operations Manual
(see Item 11) or otherwise in writing. You must strictly comply with the standards and
specifications and comply with all required purchases of products and services from approved
suppliers and in conformity with our standards and specifications. All menu items and food
products must be prepared in strict compliance with the recipes and the procedures we specify in
the Standards of Operations Manual, or otherwise in writing. You must offer and sell all, and
you are permitted to offer and sell only, those food products and menu items and services that we
have specifically approved in writing. You may not deviate from our approved menu items
without prior written approval from us. As of the date of this Disclosure Document, none of our
officers owns an interest in any approved suppliers.
In constructing and operating the Restaurant, you must use only those types of food
items, condiments, construction and decorative materials, fixtures, equipment, furniture and
signs (“Operating Assets”) that we have approved according to our specifications and standards
for appearance, function and performance. We develop the specifications and standards in our
sole discretion. We will not issue to you or to our approved suppliers (except as we deem
necessary for purposes of production) the specifications and standards for proprietary Operating
Assets. We will communicate the approved Operating Assets to you in the prototype
architectural plans for a SMASHBURGER RESTAURANT, in the Standards of Operations
Manual, and otherwise in writing.
You may purchase approved Operating Assets from (and only from) any supplier
approved or designated by us (which may include us or our affiliates). You must purchase
computer hardware and software from our designated suppliers. We, our affiliates or our officers
are not currently designated suppliers of approved Operating Assets, but we reserve the right to
do so in the future. We or our affiliates may derive revenue or profit from such transactions. We
maintain approved supplier criteria; however, we do not issue these criteria to you.
If you propose to purchase any unapproved Operating Assets from any supplier or any
item which has not been specifically approved by us in writing, you must first notify us in
writing, using our vendor approval process and application, and submit to us sufficient
specifications, photographs, drawings and other information or samples for us to determine
whether the proposed Operating Assets comply with our specifications and standards, and the
supplier meets our approved supplier criteria, which determination will be made and
communicated in writing to you within a reasonable time, typically within 30 days after receipt
of the information from you or from the proposed supplier. We may charge you a fee for testing
and evaluating suppliers and may impose limits on the number of approved suppliers. We will

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make an effort to communicate our approval or denial within a reasonable time after completion
of the investigation of the proposed supplier/vendor.
We have developed and may continue to develop for use by SMASHBURGER
RESTAURANTS certain products that are prepared from confidential secret recipes and other
proprietary products that bear our Marks. If those products become a part of the Franchise
System, we may require you to purchase those items solely from us, our affiliate or from another
designated supplier. We and our affiliates do not currently sell any products to franchisees, but
we reserve the right to do so in the future.
In order to standardize and enhance the customers’ experience in SMASHBURGER
RESTAURANTS, we require you to use our designated vendors (i) for music services, (ii) pest
control services, (iii) customer satisfaction surveys, and (iv) gift card management services. In
each case, we or our affiliates have negotiated system-wide agreements with the vendors for an
agreed upon price per restaurant. We or our affiliates pay the vendors directly, then ACH your
bank account for your restaurant’s respective cost.
In some cases, we or our affiliates will negotiate purchase arrangements, including prices
and terms, with designated and approved suppliers on behalf of SMASHBURGER
RESTAURANTS. We or our affiliates may derive revenue from those arrangements, typically
in the form of marketing support payments or rebates based on purchases made by us, our
affiliates or our franchisees of the products or services supplied by the approved supplier. The
basis for rebates paid to us or our affiliates will depend on the type of product or service
supplied, but currently they range from $0.02 to $6.25 per unit (that is, a case, gallon, container
or other purchase unit) for food, beverage and other products and services, and from $100 to
$1,300 per piece of equipment purchased for use in the development and operation of the
restaurant. During 2011, our total revenue was $6,851,000, and we did not receive any revenue
or other consideration from purchases made by our franchisees from approved vendors.
However, during this period, our affiliate, Smashburger Purchasing, received $1,973,444 in
rebates from approved vendors and, in turn, contributed $237,635 back to franchisees under its
franchisee rebate programs. In addition, during 2011, our approved vendors contributed
$245,149 to the Marketing Fund.
As of the date of this Disclosure Document, there are no purchasing or distribution
cooperatives for any of the items described above. All advertising and promotional materials,
signs, decorations, paper goods (including menus and all forms and stationery used in the
Restaurant) and other items we designate must bear the Marks (see Item 13) in the form, color,
location and manner we prescribe. No unauthorized logos, symbols or marks may be placed,
used or displayed on any advertising, menus or promotional items without our express written
consent. Before you may use any advertising or promotional materials, you must submit them to
us and we must approve them in writing.
We estimate that 95% to 100% of your initial investment and 95% to 100% of your
ongoing expenditures will be directed to purchase products and services that will be restricted by
us in some manner. Except as disclosed above, we do not currently receive or derive revenue or
other material consideration from vendors as a result of purchases or leases we require
franchisees to make.
Other than as described above, we do not provide any material benefits to franchisees
based on their use of designated or approved suppliers.

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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 AGREEMENTS
ITEM IN
DISCLOSURE
DOCUMENT
A. Site selection and
acquisition/lease
Section 2 in Multi-Unit Development Agreement.
Sections 2.A and 2.B in Franchise Agreement
Items 8 and 11
B. Pre-opening
purchases/leases
Not applicable
Sections 2.E and 2.F in Franchise Agreement.
Items 5, 7, 8, and 11
C. Site development
and other pre-
opening
requirements
Section 2 in Franchise Agreement.
Items 7, 8, and 11
D. Initial and ongoing
training
Section 4.A in Franchise Agreement. Item 11
E. Opening Section 2.F in Franchise Agreement. Item 11
F. Fees Section 3 in Multi-Unit Development Agreement.
Items 5, 6 and 7
G. Compliance with
standards and
policies/ Standards
of Operations
Manual
Sections 4.B, 4.C and 8 in Franchise Agreement. Items 8, 11 and 14
H. Trademarks and
proprietary
information
Items 13 and 14
I. Restriction on
products/services
offered
Section 8.B in Franchise Agreement. Items 8 and 16
J. Warranty and
customer service
requirements
Section 10.C in Multi-Unit Development
Agreement.
Section 8.E in Franchise Agreement.
None.
K. Territorial
development and
sales quotas
Sections 2.C and 2.D in Multi-Unit Development
Agreement
Item 12

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OBLIGATION SECTION IN AGREEMENTS
ITEM IN
DISCLOSURE
DOCUMENT
L. Ongoing
product/service
purchases
Sections 8.B and 8.D in Franchise Agreement. Item 8
M. Maintenance,
appearance and
remodeling
requirements
Sections 8.A and 8.I in Franchise Agreement. Item 11
N. Insurance Section 8.F in Franchise Agreement. Item 7
O. Advertising Section 9 in Franchise Agreement. Items 6, 8 and 11
P. Indemnification Sections 8.B and 9.B in Multi-Unit Development
Agreement
Sections 5.E, 16.D and 17.J in Franchise
Agreement.
Item 6
Q. Owner’s
participation,
management, and
staffing
Section 1.D in Multi-Unit Development
Agreement.
Section 8.C in Franchise Agreement.
Items 11 and 15
R. Records/reports Section 2.E in Multi-Unit Development
Agreement.
Items 6 and 11
S. Inspections/audits Section 11 in Franchise Agreement. Items 6 and 11
T. Transfer Section 6 in Multi-Unit Development Agreement.
Items 6 and 17
U. Renewal Section 1.B in Multi-Unit Development
Agreement.
Item 17
V. Post-termination
obligations
Sections 7.B and 7.C in Multi-Unit Development
Agreement.
Item 17
W. Non-competition
covenants
Section 7.C in Multi-Unit Development
Agreement.
Sections 7 and 15.D in Franchise Agreement.
Item 17
X. Dispute resolution Section 9 in Multi-Unit Development Agreement.
Item 17

Smashburger
06/2012 FDD
1031.002.006/46510.2
27
ITEM 10
FINANCING
We do not offer direct or indirect financing. We do not guarantee your promissory notes,
mortgages, leases or other obligations.
Under the Multi-Unit Development Agreement and Franchise Agreement, you agree that
we may periodically designate the maximum amount of debt that SMASHBURGER
RESTAURANTS may service and you (and any Approved Affiliates that execute Franchise
Agreements) agree not to borrow more than any such prescribed maximum allowed debt.
Currently, the maximum amount of debt we allow a franchisee to service is up to 50% of the
estimated total initial investment amount. We periodically may change this amount for
SMASHBURGER RESTAURANTS. In addition, you agree that the first 2 SMASHBURGER
RESTAURANTS developed pursuant to Franchise Agreements signed under the Multi-Unit
Development Agreement must be developed with cash equity and without the proceeds from any
loans made by you (or your owners), your affiliates (or their owners) or any other third party.
We impose this requirement because excess debt and debt service will adversely affect a
SMASHBURGER RESTAURANT’s operational results.
If you sign a Multi-Unit Development Agreement, you must always maintain sufficient
liquidity to meet your obligations under the Multi-Unit Development Agreement and, in any
event, the liquidity of you and all of our affiliates who sign Franchise Agreements, combined,
must not at any time fall below the amount shown in Item 7 of this Disclosure Document as the
total estimated initial investment to open one Restaurant ($789,500). We reserve the right to
review these liquidity requirements from time to time, and you must comply with such minimum
liquidity requirements that we reasonably impose.
ITEM 11
FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING
Except as listed below, we are not required to provide you with any assistance.
Our Assistance:
We will devote resources to fulfill our obligations to you. However, except as listed
below, we need not provide any assistance to you.
Our Pre-opening Obligations.
Before you open the Restaurant, we will provide you the following assistance:
1) Consultation on and approval of sites (Franchise Agreement – Section 2.A; Multi-
Unit Development Agreement - Section 2.A)
2) Review and approval of the lease (Franchise Agreement – Section 2.B)
3) Initial training up to 3 persons (including your Designated Manager (defined in Item
15)) at our headquarters or another location designated by us. This training will last at least 4
weeks. (Franchise Agreement – Section 4.A).
4) For the first 2 SMASHBURGER RESTAURANTS opened by your or your affiliates,
we will send a training team (the identity and composition of which will be in our discretion)

Franchise Disclosure Document for Smashburger Franchising, LLC

Franchise Disclosure Document for Smashburger Franchising, LLC

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Franchise Disclosure Document for Smashburger Franchising, LLC