Domino's Pizza

24 Frank Lloyd Wright Drive

[email protected]

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Domino’s Pizza Franchising LLC is a Delaware limited liability company organized on March 2, 2007. Their principal business address is 24 Frank Lloyd Wright Drive, P.O. Box 485, Ann Arbor, Michigan 48105-9755.

We are in the business of franchising Domino's Pizza Traditional Stores, Domino's Pizza Non-Traditional Stores and Domino's Pizza Transitional Stores. In certain of our branding campaigns, we may reference the brand as “Domino’s”. Domino's Pizza Traditional Stores are retail outlets located primarily in shopping centers, strip centers and similar retail locations with appropriate parking for delivery vehicles and customers of the store. Domino's Pizza Traditional Stores sell pizza and other authorized products through delivery and carry-out services. Domino’s Pizza Non-Traditional Stores sell pizza and other authorized products and services at non-traditional locations. These locations include retail locations in smaller markets, office buildings, shopping malls, stadiums, toll roads, airports, zoos, convenience stores and similar retail facilities. Domino's Pizza Non-Traditional Stores will ordinarily offer only carry-out service but may have sit-down facilities depending on the location. In addition, we offer a nontraditional store which will only offer carry-out service and which may be a pre-fabricated structure. Domino’s Pizza Transitional Stores sell pizza and other authorized products from a variety of locations, which are generally smaller in size than Domino’s Pizza Traditional Stores. The menu for Domino’s Pizza Transitional Stores will be customized to fit the location. Domino’s Pizza Transitional Stores are located in select markets that have fewer potential customers than Domino’s Pizza Traditional Stores. Domino’s Pizza Transitional Stores generally offer carry-out service only as of the date of the opening of the Store (although some Transitional Stores may open offering partial delivery service during certain hours of operation) and as market conditions materialize, the delivery service will be expanded to the point where full delivery service is offered. At that time the franchisee has an opportunity to convert the Transitional Store to a Domino’s Pizza Traditional Store at the same location or such other location as we approve. The franchisee may also have to relocate the Store if we require. We have also issued licenses to large public entertainment or similar facility operators, like stadiums or their concessionaires, as well as convenience store operators, to sell approved products for a license fee based on facility sales. We do not intend to grant additional licenses in the future but will consider entering into new licenses with existing operators when the terms of their licenses expire. The licensee can sell pizza and other authorized products for carry-out service at the facility. We may grant licensees the right to operate multiple facilities at locations to be agreed upon by the parties. Domino's Pizza Traditional Stores, Domino's Pizza Non-Traditional Stores, and Domino’s Pizza Transitional Stores (collectively referred to as "Store" or "Stores" unless otherwise stated) operate under a unique system which includes special recipes and menu items; distinctive design and furnishings; standards and operating procedures; quality control procedures; training and advertising programs (the "System" or "Domino’s Pizza System"). These Stores are also identified with certain trade names, service marks, trademarks, logos and emblems, including, the mark "Domino's Pizza" and other names and marks which we designate (the "Marks"). If you are acquiring a Domino's Pizza Traditional Store or a Domino's Pizza NonTraditional Store selling pizza and other authorized products through delivery and/or carry-out service, you will sign our Traditional Store Franchise Agreement attached as Exhibit E ("Standard Franchise Agreement") or our Non-Traditional Store Franchise Agreement attached as Exhibit F ("Non-Traditional Store Franchise Agreement"), as applicable. If you are acquiring a Domino’s Pizza Transitional Store offering carry-out service and, if applicable, partial delivery service, you will sign our Domino’s Pizza Transitional Store Franchise Agreement attached as Exhibit G (“Transitional Store Franchise Agreement”). Unless otherwise stated, the Standard Franchise Agreement, Non-Traditional Franchise Agreement and Transitional Store Franchise Agreement are collectively referred to as “Franchise Agreement”. If you are acquiring a license to sell certain authorized products from a public entertainment or similar facility, we will grant you a license under our License Agreement attached as Exhibit I (the “License Agreement”). Domino’s Pizza International, Inc. (“DPII”), the international franchisor of Domino’s Pizza franchises prior to the 2007 Securitization Transaction, franchised Domino’s Pizza stores in Alaska and Hawaii prior to the closing of the 2007 Securitization Transaction. DPF has franchised Domino’s Pizza stores in Alaska and Hawaii following the closing of the 2007 Securitization Transaction. Franchisees in Alaska and Hawaii have in the past signed a modified form of the franchise agreement to reflect the operation of Stores in those particular markets. Domino’s is now requiring that new and renewing franchisees in those states as well as franchisees acquiring a new franchise on transfer sign the form of franchisee agreement contained in Exhibit E. In appropriate circumstances, we may give you the right to open a limited number of Domino's Pizza Stores within a development area under our Development Agreement attached as Exhibit H ("Development Agreement"). You must sign our then current form of Franchise Agreement for Domino's Pizza Stores you open within your development area. We may also offer development agreements for Domino's Pizza Non-Traditional Stores or Domino's Pizza Transitional Stores. We have developed a design concept for our Stores called the “Pizza Theater.” Under the “Pizza Theater” design concept, customers are able to view the preparation of their pizzas and other menu items they order to enhance their experience at our Stores. U.S. franchisees are required to reimage their Stores to the “Pizza Theater” design concept. The reimaging of the U.S. Stores began in 2014 and is expected to be completed by 2019. The pace at which Stores are required to reimage depends on such factors as the number of Stores a franchisee owns and operates, and in the case of single Store franchisees, the profitability of the Store. In some cases, existing franchisees are required to reimage their Stores within 6 months of notification from us that their Stores are required to reimage. We offer limited-time incentives for certain franchisees to relocate to increase the performance of their Stores, as well as increased incentives and discounts for certain other franchisees who want to take advantage of the “Pizza Theater” design concept. We expect the average reimage to cost approximately $50,000, and depending on local regulations, to take place without closing the Store. All new U.S. Stores must be developed utilizing the “Pizza Theater” design concept.