THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP by Administrator

READY NOW

EQUIPPED FOR SUCCESS

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP Dunkin Brands Virginia SDA Proposal October 20, 2014

EXCEPTIONAL TEAM

PROVEN TRACK RECORD

READY NOW

EQUIPPED FOR SUCCESS

CONTENTS Executive Summary

Management, Organization and Ownership

Existing Competition and Market Summary

Development Plan

Operating Plan

Marketing And Advertising Plan

Financial Strength/Financing

Appendix 33

EXCEPTIONAL TEAM

PROVEN TRACK RECORD

EXECUTIVE SUMMARY

READY NOW The Beekman Group and TBG FAC currently own and operate 58 Dunkin Donuts stores. Utilizing financial resources from existing operations and leadership and oversight from its outstanding in-place team; The Beekman Group and TBG FAC are eager to develop the Dunkin Donuts brand in the western Virginia territories. THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

EXECUTIVE SUMMARY Ready Now

Equipped for Success

The Beekman Group (TBG) and TBG Food Acquisition Corp (TBG FAC) currently operate a 58 store Dunkin Donuts franchise network spanning New York and South Carolina. Our in-place, experienced team is eager to grow in the western Virginia territories.

TBG and TBG FAC will implement its proven capabilities in the western Virginia markets. We are confident this will lead to a profitable Dunkin Donuts store network. The western Virginia network’s operational excellence will be garnered through TBG FAC’s leading franchise network characteristics.

TBG FAC is thoughtful and focused in its pursuit to expand its Dunkin Donuts network by conducting a detailed assessment prior to committing to development obligations. Examples include the 12 months of work to negotiate and close the initial New York transaction in late 2005; and the due diligence performed on opportunities in Buffalo, Las Vegas and South Carolina prior to pursuing and closing the 2010 South Carolina transaction. TBG FAC has only taken on markets and growth opportunities where we know we can be successful.

• Top margins in existing TBG FAC markets • Leading and consistent EC sales •A mong first to implement Dunkin Brands requirements regarding use of Island Oasis drink machines, credit cards, POS, security camera system and digital menu boards. • Average RORS: 90.6% in NY, 95% in SC. Average MOR: 90% in NY. TBG FAC has an exceptional financial position with a strong balance sheet.

TBG and TBG FAC have implemented this same rigorous due diligence for the western Virginia territories. We are excited to submit this comprehensive business plan for the four western Virginia territories and are eager to continue growing the Dunkin Donuts brand. Our professional and driven team is committed to building a successful and profitable western Virginia Dunkin Donuts network.

• Three refinancings and an eight year relationship with GE Capital •$ 2M cash on balance sheet with $3M revolver undrawn but available for development. •P rivate equity firm backing with $100M of equity capital available and ready to finance growth.

Proven Track Record Since its inception, TBG and TBG FAC have proven to deliver on its development obligations. • 2006-2014 New York Market – Purchased 14 stores out of bankruptcy in 2006 – Remodeled 14 stores – Opened 16 new stores • 2010-2014 South Carolina Market – Purchased 14 stores out of bankruptcy in 2010 – Opened 10 new stores and one relocation – Ahead of schedule for both the Greenville and Columbia SDAs • 2014 – Actively seeking a new market to develop THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

Exceptional Team Professionally managed and leading Dunkin Donuts franchise organization that is prepared to expand its team in western Virginia. •T he Beekman Group: experienced private equity team of foodservice and restaurant executives. •T BG Food Acquisition Corp: Lead by Mr. Peter Marrinan, 14 years with Dunkin Brands and 8 years as CEO of TBG FAC. • 20 member corporate and infrastructure team. •U pon the first lease signed in western Virginia, TBG FAC is poised to begin building its western Virginia team and will add it first new team member two months prior to opening its first store. 3

MANAGEMENT, ORGANIZATION AND OWNERSHIP

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

MANAGEMENT, ORGANIZATION AND OWNERSHIP Management The Beekman Group’s (TBG) core business philosophy is to create long-term value for our investors through the building of a great business. Through its experienced and passionate team, TBG’s values, goals and dedication are best displayed in its portfolio company, TBG Food Acquisition Corp (TBG FAC). TBG FAC is an existing and operating Dunkin’ Donuts franchise network with 58 Dunkin Donuts stores. Led by CEO Mr. Peter Marrinan, a former Dunkin’ Brands executive for 14 years, TBG FAC has grown four-fold since its December 31, 2005 beginning. On December 31, 2005, TBG, led by Managing Partner and CEO Mr. John Troiano and Managing Director Mr. Andrew Marolda, closed on the purchase of 14 Dunkin’ Donut stores in Westchester and Bronx Counties, NY, rescuing an attractive Dunkin’ Brands market from a long, drawn-out bankruptcy process. Every store needed a remodel, training, POS systems, leadership and professionalism. After accomplishing this, TBG FAC was granted development rights for 16 stores in New York. In February 2007, Mr. Marrinan joined as CEO of TBG FAC to execute on this growth. In April 2010, TBG FAC closed on the purchase of 14 more Dunkin Donuts stores and committed to a 6 store SDA in Greenville, SC and 8 stores SDA in Columbia, SC. Mr. Michael Dobeck joined TBG and TBG FAC in October 2011 as a Development VP enhancing the franchise’s ability to grow its network.

While we still continue to develop, TBG FAC’s operational and development experience and joint efforts with Dunkin’ Brands, has determined that New York new store development is at a slower pace due to the extent of Dunkin Donuts representation in the market. Although not quite as well represented in Greenville and Columbia, SC, TBG FAC’s recent development of these markets has resulted in fewer opportunities and a slower pace of store development than we are capable of achieving. TBG FAC’s operational and development expertise and success, coupled with its meetings with Dunkin’ Brands has motivated its executive team to identify and commit to further Dunkin’ Donuts store development in an additional market. TBG FAC is excited to submit to Dunkin’ Brands this business plan for all 4 of the western Virginia territories!

TBG FAC owns and operates 34 stores in the New York Metro area.

With the help and assistance of Dunkin’ Brands market team in each respective market, TBG FAC developed and implemented a market penetration plan, incorporated operational efficiencies and stringent financial metrics resulting in a focused and profitable franchise network to the benefit of Dunkin’ Brands, TBG FAC and our investors. Today TBG FAC owns and operates 34 stores in its New York DMA and 24 stores in its South Carolina DMA while we still continue to develop. An additional store is currently under construction in the Greenville, SC market with 3 more stores in planning. TBG FAC is well ahead of its South Carolina SDA commitments with 2 more stores to be developed in the Greenville SDA by October 2017 and 1 more store commitment by July 2016 in Columbia. We are actively looking for a new market to grow and develop.

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

2006 NY DMA TBG FAC Stores Pre TBG: 14 Stores

2014 NY DMA TBG FAC Stores Today: 34 Stores

MANAGEMENT, ORGANIZATION AND OWNERSHIP TBG FAC owns and operates 24 stores in the South Carolina market.

2010 SC DMA TBG FAC Stores Pre TBG: 14 Stores

2014 SC DMA TBG FAC Stores Today: 24 Stores THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

MANAGEMENT, ORGANIZATION AND OWNERSHIP Ownership Structure

Ownership Structure

Beekman Investment Partners II LP

TBG FoodAcquisition Corp.

TBG Food Acquisition Holdings LLC

TBG FAC Properties LLC

TBG TBG FAC FAC Holdings LLC Holdings LLC

2241 Southern Blvd.

TBG FAC Westchester LLC

TBG FAC SC LLC FAC Wade LLC

FAC East Greenville LLC

FAC Briarcliff LLC

FAC North Main LLC

FAC Tiger LLC

FAC Riverdale LLC

FAC Woodruff LLC

FAC Fairview LLC

FAC Pelham LLC

FAC 132 BRR LLC

FAC West Wade LLC

FAC East Main LLC

FAC MT Kisko LLC

FAC 1591 CPA LLC

FAC Laurens LLC

FAC Central LLC

FAC 1001 CPA LLC

FAC 710 MCC LLC

FAC North U.S. Highway LLC

FAC Clemson LLC

FAC 597 South Broadway LLC

FAC 5 Golden LLC

FAC 132 Tuck LLC

FAC North Pleasantburg LLC

FAC Mauldin, LLC

FAC 296 McLean LLC

FAC 260 Hals LLC

FAC 53 Spence LLC

FAC Parkway LLC

FAC Reidville LLC

FAC Cross River LLC

FAC 1483 Weav LLC

FAC 850 BRR LLC

FAC Calhoun LLC

FAC Blythewood LLC

FAC Weaver LLC

FAC 505 Bed LLC (2 Stores)

FAC 851 Yon LLC

FAC South Lake LLC

FAC Broad Street LLC

FAC Tarrytown LLC

FAC 38 ML LLC

FAC Devine LLC

FAC Simsponville LLC

FAC Irmo LLC

FAC Gaffney LLC

FAC Management Group LLC

FAC 755 NorthBroad LLC

FAC Yonk Donuts LLC (4 Stores)

FAC 2248 CPA LLC

4521 Third Ave.

1040 Westchester

680 CPA

FAC West Donuts LLC (2 Stores) 137 Wildey St.

505 Bedford Rd.

425 CPA

2 Washington Ave.

FAC 100 Main LLC

TBG FAC VA LLC (proposed)

FAC 570 Mam LLC

FAC 50 Mam LLC

FAC 42 LK LLC

Confidential information, copying, dissemination or distribution of this information is strictly prohibited. THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

MANAGEMENT, ORGANIZATION AND OWNERSHIP The TBG FAC Corporate Organization Structure

Board of Directors John G. Troiano, Chairman of TBG FAC and CEO of The Beekman Group Andrew V. Marolda, Managing Director of The Beekman Group Peter Marrinan, President and CEO Michael Dobeck, VP of Development

Peter Marrinan President and CEO Ana Samin CFO

Michael Dobeck VP of Development

NY Stores

SC Stores

VA Stores (Proposed)

Brad McAllister Regional Manager

Dustin Oehler Regional Manager

District Manager (1-6 stores)

Boris Farber Payroll/HR Manager

Chris Walsh Network Trainer/DM

Jamie Bertini District Manager

District Manager (7-13 stores)

Sasiann Shell Sales Accounting

Irfan Mamsa District Manager

Ronald Genie District Manager

District Manager (14-22 stores)

Joe Ferrara Payroll Administrator

Danny Castrista District Manager

David Gross Loss Prevention

John Morales Accounts Payable

Peter Wilps Accounting Manager

Sean Fahy IT

Human Resources Manager TBH 2015

Nabil Maintenance

Corey Benson District/Bakery Manager/Consultant Confidential information, copying, dissemination or distribution of this information is strictly prohibited. THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

EXISTING COMPETITION AND MARKET SUMMARY

EQUIPPED FOR SUCCESS

Financial strong and adept, Dunkin Donuts operation expertise and a corporate team in-place operating 58 Dunkin Donuts stores, The Beekman Group and TBG FAC are poised for future growth.

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

EXISTING Competition and market summary Existing and Future Competitors TBG FAC and its team have completed a significant amount of research on the four territories and created market maps that identify the territories’ competitive landscape. Primary competitors include existing Dunkin Donuts (traditional and C-store locations), Starbucks, Krispy Kreme, McDonald’s and local coffee shops. Please refer to each respective territory’s map in the Appendix section. Coupled with the competitive landscape, TBG FAC then analyzed each market’s demographics, growth/market trends and traffic patterns to further understand and determine expansion opportunities for Dunkin’ Donuts. To further enhance the market analysis TBG FAC utilizes as an “overlay” to each territory’s market characteristics the Dunkin’ Donuts customer profile. According to Marketing Coach, a trade publication by Ivy Cohen Corporate Communications, Inc., in 2005 Jon Luther and team listed the characteristics of a Dunkin’ Donuts customer: • Not Driven by Status • Simple and no-frills • Down to Earth • Regular average people • Love routines • Efficient • Non-judgmental • Proud to have things to do and places to go • Don’t worry about fitting in “Overlaying” this customer profile to each market’s characteristics (competition, demographics, market/growth trends and traffic patterns) indicate a compelling opportunity for Dunkin’ Donuts expansion in the four territories. As the following territory information, particularly the labor force make-up, there are numerous customers in the four territories that match the Dunkin’ Donuts customer profile. TBG FAC will ensure these customers experience the tradition and essence of Dunkin’ Donuts resulting in loyal and satisfied customers.

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

EXISTING Competition and market summary

Roanoke, VA Territory

Demographics – 12 mile radius

The Roanoke area is a very stable market, buoyed by a diverse economic base, strong hospital system, and its location along Interstate 81. The dominant retail trade area is the Valley View Mall area located along I-581 at Hershberger Road. The other major retail area is located on the Southern end of town along Electric Road and near Tanglewood Mall. There are a number of “in fill” residential and commercial projects within the Roanoke market that will present good opportunities for growth. The adjoining town of Salem has a vibrant commercial corridor along Main Street which should be targeted area for expansion.

229,186

Employment by Sector* (4th Qtr. 2013)

Average Household Income:

$65,942

22,475 15.0%

Median Household Income:

$50,334

Health Care and Social Assistance Total Government

22,103 14.7%

Retail Trade

18,340 12.2%

Manufacturing

15,242 10.1%

Local Government

14,764

9.8%

Accommodation and Food Services

12,400

8.3%

Administrative and Support and Waste Management

8,057

5.4%

Construction

7,365

4.9%

Profession Scientific and Technical Services

7,157

4.8%

Transportation and Warehousing

6,625

4.4%

Job Growth (as of May 2014):

$210,803 1.88%

Education (adults aged 25 and older)

Roanoke’s status as the largest city in a mountainous area led to the nickname Capital of the Blue Ridge. The city is home to Hollins University Virginia, Western Community College, Jefferson College of Health Sciences, and satellite educational facilities of Virginia Tech located in neighboring Montgomery County. Center in the Square, a downtown cultural site, houses the History Museum of Western Virginia, the Science Museum of Western Virginia and the Hopkins Planetarium. The Roanoke MSA, also known as the Roanoke Valley, encompasses the cities of Roanoke and Salem and surrounding counties of Botetourt, Craig, Franklin and Roanoke. The MSA population totals approximately 300,000 people. The demographic information highlights the MSA’s most dense and primary trade area and labor force. Roanoke’s secondary trade areas are rural and although sparsely populated, TBG FAC is confident opportunities exist along the major highway arteries, such as Route 220, for Dunkin’ Donuts stores.

Trends

Population:

Average Home Price:

Profile

MSA Labor Force – Top 10 Sectors

High School Graduates:

29.80%

Some College:

22.10%

Associates Degree:

8.60%

Bachelor’s Degree:

17.00%

Master’s Degree:

6.50%

Professional Degree:

1.80%

Doctorate Degree:

1.00%

Roanoke Market Insight

*By Business Establishment

Major Employers Advance Auto Parts Carilion Healthcare System City of Roanoke Kroger Company Lewis-Gayle Medical Center Norfolk Southern Corporation Roanoke City Schools Roanoke County Schools VA Medical Center Wells Fargo

Commute Time (2008-2012) Worked from home

4,821

3.5%

Under 15 minutes

43,188 32.0%

15-24 minutes

49,336 36.6%

25-34 minutes

24,308 18.0%

35-44 minutes

5,615

4.2%

45-59 minutes

6,861

5.1%

Over 60 minutes

5,633

4.2%

TBG FAC’s full scope market and data analysis leads to our hypothesis that the Roanoke competitive landscape, residential base, labor force and vehicular transportation habits match Dunkin’ Donuts customer profile. This premise and TBG FAC’s aspiration to continue the growth of its network make the Roanoke territory extremely appealing to TBG FAC.

Mean Travel Time to Work by County (minutes): Botetourt

Craig

Franklin

Roanoke

Roanoke City

Salem 18 Source: “Community Profile”, VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP 2014

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

EXISTING Competition and market summary

Lynchburg, VA Territory

Demographics – 15 mile radius Population:

176,089

Average Household Income:

$61,220

Median Household Income:

$46,628

Average Home Price: Job Growth (as of May 2014):

$206,783 0.26%

Education (adults aged 25 and older)

Profile Lynchburg is known as the City of Seven Hills, The Hill City and sometimes described as A City Unto Itself, because of its independence from any county, and in reference to the city’s historical significance as the only major city that did not fall to the Union in the American Civil War. Lynchburg is the regional center for commerce and retail, with growing industries in nuclear technology, pharmaceuticals and material handling. Colleges and universities in Lynchburg include Central Virginia Community College, Liberty University, Lynchburg College, Randolph College, and Virginia University of Lynchburg. Lynchburg MSA encompasses Bedford and Lynchburg cities and the counties of Amherst, Appomattox, Bedford and Campbell. The MSA population totals approximately 252,000 people. The following demographic information highlights the MSA’s most dense and primary trade area and labor force. Secondary trade areas for potential Dunkin Donuts stores exist along such highways of Route 29, where a Dunkin Donuts store can reach a larger geographic area. THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

High School Graduates:

30.50%

Some College:

22.00%

Associates Degree: Bachelor’s Degree:

7.40% 17.50%

MSA Labor Force – Top 10 Sectors

Trends

Lynchburg MSA Employment by Sector* (4th Qtr. 2013)

This market is being dominated by Liberty University, which has been growing rapidly since a massive expansion project commenced in early 2000s, and furthered by a planned $120 Million campus expansion announced in 2011. The University has been a significant role player in commercial real estate acquiring a number of older shopping centers, office buildings, churches, and even a vacant Sears box. Lynchburg has seen some development activity within the past year including a brand new Fresh Market. Wards Road is the dominant retail corridor in the market.

Manufacturing

14,627 14.9%

Health Care and Social Assistance

14,020 14.3%

Total Government

13,810 14.1%

Retail Trade

13,346 13.6%

Local Government

10,048 10.3%

Accommodation and Food Services

8,143

8.3%

Construction

5,212

5.3%

Professional Scientific and Technical Services

5,133

5.2%

Master’s Degree:

6.60%

Professional Degree:

1.40%

Administrative and Support and Waste Management

4,466

4.6%

Doctorate Degree:

1.20%

Wholesale Trade

3,623

3.7%

*By Business Establishment

Major Employers Areva NP Inc. Centra Health City of Lynchburg Genworth J. Crew / J. Crew Outfitters Kroger Liberty University Lynchburg City Public Schools Lynchburg College Walmart

Commute Time (2008-2012) Worked from home

3,784

3.4%

Under 15 minutes

35,103 32.4%

15-24 minutes

36,305 33.5%

25-34 minutes

19,334 17.9%

35-44 minutes

6,576

6.1%

45-59 minutes

5,927

5.5%

Over 60 minutes

5,099

4.7%

Mean Travel Time to Work (minutes): Amherst

Appomattox

Bedford

Bedford City

Campbell

Lynchburg

Source: “Community Profile”, VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP 2014

Lynchburg Market Insight Liberty University is the primary economic driver of the Lynchburg market. TBG FAC is experienced with developing and operating Dunkin’ Donuts stores in college dominant markets. For example, TBG FAC owns and operates a store at 1068 Tiger Bvld., Clemson, SC, that is immediately next door to Clemson University and located on its primary retail corridor. Also, 549 Knox Abbott Dr., Cayce, SC is located just 1 miles west of the University of South Carolina and is surrounded by a residential neighborhood of mainly University affiliated residents. TBG FAC’s experience and success in “College towns”, united with its market and data analysis leads TBG FAC to believe the Lynchburg market is ripe for Dunkin’ Donuts stores. TBG FAC’s goal is to continue the growth of its network through the commit of developing stores in the Lynchburg territory. 12

EXISTING Competition and market summary

Danville, VA Territory

Demographics – 15 mile radius Population:

74,107

Average Household Income:

$47,975

Median Household Income:

$35,708

Danville MSA Employment by Sector* (4th Qtr. 2013)

Worked from home

1,350

3.0%

Under 15 minutes

13,905 32.2%

15-24 minutes

15,553 36.0%

25-34 minutes

6,515 15.1%

35-44 minutes

2,286

5.3%

45-59 minutes

2,483

5.7%

Over 60 minutes

2,532

5.9%

6,793 17.6%

Manufacturing

6,542 16.9%

Health Care and Social Assistance

5,970 15.5%

Retail Trade

5,271 13.6%

Local Government

5,249 13.6%

Accommodation and Food Services

3,215

8.3%

Danville

Administrative and Support and Waste Management

2,741

7.1%

Pittsylvania

Wholesale Trade

1,404

3.6%

Source: “Community Profile”, VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP 2014

State Government

1,334

3.5%

Construction

1,300

3.4%

Other Services

922

2.4%

Educational Services

874

2.3%

Finance and Insurance

790

2.0%

773

2.0%

City of Danville

Professional Scientific and Technical Services

Danville Public Schools

Transportation and Warehousing 671

1.7%

Danville Regional Medical Center

Real Estate and Rental and Leasing

304

0.8%

Management of Companies and Enterprises

259

0.7%

Agriculture Forestry Fishing and Hunting

257

0.7%

Roman Eagle Memorial Home Telvista

Information

228

0.6%

Wal-Mart

Arts Entertainment and Recreation

226

0.6%

Federal Government

210

0.5%

0.2%

N.D.

Job Growth:

$135,879 0.33%

Profile

Education (adults aged 25 and older)

Danville is located on the Dan River in the south-central Piedmont region of VA along the VA / NC border. Danville is home to Averett University, Danville Community College and the National College of Business & Technology. Danville is called the “City of Churches” because it has more churches per square mile than any other city in the state of Virginia. Millionaire’s Row, is the most impressive district in Danville, and is the location of many of the city’s structures listed on the National Register of Historic Places along with a number of homes built in the 19th and 20th centuries by descendants of American planters. Danville MSA was demoted to a Micropolitan Statistical Area after decreasing population numbers. Danville MSA encompasses Danville City and Pittsylvania County. The MSA population totals approximately 106,000 people. The following demographic information highlights the MSA’s most dense and primary trade area. TBG FAC has also researched Martinsville, VA as it is part of the Danville territory and its MPSA demographic information is listed below. Along with other secondary trade areas within the Danville territory, Martinsville has been identified as a trade area for potential Dunkin Donuts stores.

High School Graduates:

31.70%

Some College:

22.40%

TBG FOOD ACQUISITION CORP

Commute Time (2008-2012)

Total Government

Average Home Price:

THE BEEKMAN GROUP

Danville MSA Labor Force

Associates Degree:

8.90%

Bachelor’s Degree:

9.80%

Master’s Degree:

3.90%

Professional Degree:

0.80%

Doctorate Degree:

0.70%

Major Employers Averett University

Food Lion Goodyear Tire and Rubber Company Nestle

Utilities Mining Quarrying and Oil and Gas Extraction Unclassified Total N.D. - Not Disclosed *By Business Establishment

Mean Travel Time to Work (minutes):

38,638 100.0%

EXISTING Competition and market summary Martinsville MPSA Labor Force

Commute Time (2008-2012)

Martinsville, MPSA Employment by Sector* (4th Qtr. 2013)( part of Danville territory)

Worked from home Under 15 minutes

712

Danville Market Insight 2.4%

9,249 32.2%

Manufacturing

4,609 18.5%

Total Government

4,005 16.0%

Health Care and Social Assistance

3,498 14.0%

Retail Trade

3,460 13.9%

Local Government

3,056 12.2%

Administrative and Support and Waste Management

2,769 11.1%

Henry

Accommodation & Food Services

1,577

6.3%

Martinsville

Transportation & Warehousing 1,152

4.6%

Source: “Community Profile”, VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP 2014

State Government

821

3.3%

Other Services

724

2.9%

Construction

567

2.3%

Wholesale Trade

545

2.2%

Professional Scientific and Technical Services

509

2.0%

Finance and Insurance

454

1.8%

Information

279

1.1%

Management of Companies and Enterprises

208

0.8%

Real Estate & Rental & Leasing

168

0.7%

Educational Services

174

0.7%

Arts Entertainment & Recreation 157

0.6%

Federal Government

128

0.5%

0.3%

N.D.

Agriculture Forestry Fishing and Hunting Mining Quarrying and Oil and Gas Extraction Unclassified Utilities Total

15-24 minutes

10,632 37.0%

25-34 minutes

5,040 17.5%

35-44 minutes

924

3.2%

45-59 minutes

1,109

3.9%

Over 60 minutes

1,807

6.3%

Mean Travel Time to Work (minutes)

The Danville territory is sparsely populated and has recently experienced economic headwinds. These types of markets create higher risks but can also provide opportunities. TBG FAC is currently and will continue to research the market in order to identify opportunities and developing a store network in the Danville territory. TBG FAC’s operational and development experience and expertise would be indispensable in site selection, store development and operations.

Trends Despite significant employment losses over the past 10+ years the Danville market has held on. The Hospital system was sold for +/- $200 million and the proceeds were used to start up the Danville Regional Foundation. DRF is a catalyst for redevelopment in the area and has been actively engaging the community and using grants to facilitate investments in technology and infrastructure. The market is split by the Dan River, and Coleman Marketplace is the dominant retail center on the North end of the city across the street from the Danville Mall. The adjoining City of Martinsville located to the west, and South Boston to the East will also be areas of opportunity for additional stores.

24,961 100.0%

N.D. - Not Disclosed *By Business Establishment

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

EXISTING Competition and market summary

Blacksburg/ Radford/ Wytheville, VA Territory

Demographics – 10 mile radius Population:

111,931

Average Household Income:

$67,359

Median Household Income:

$45,107

Average Home Price:

$218,887

Job Growth (as of May 2014):

3.74%

Education (adults aged 25 and older)

Profile Blacksburg is dominated economically and demographically by the presence of Virginia Polytechnic Institute and State University, better known as Virginia Tech, a Virginia land-grant university. Along with providing a comprehensive education to its students, Virginia Tech also manages a research portfolio of $454 million. Blacksburg is the second largest incorporated town in VA, neighboring Christiansburg being the fourth. Blacksburg is located in Montgomery County and is part of the BlacksburgChristiansburg-Radford Metropolitan Statistical Area (MSA); also known as the New River Valley. Blacksburg MSA encompasses Giles, Montgomery and Pulaski Counties and the City of Radford. The MSA population totals approximately 162,000 people. The following demographic information highlights the MSA’s most dense and primary trade area. I-81 and I-77 provide for Dunkin’ Donuts store locations in the secondary trade areas.

High School Graduates:

21.90%

Some College:

17.60%

Associate Degree:

8.00%

Bachelor’s Degree:

23.10%

Master’s Degree:

11.20%

MSA Labor Force – Top 10 sectors

Trends

Blacksburg/Christiansburg/Radford MSA, Employment by Sector* (4th Qtr. 2013)

The Blacksburg area is a vibrant market, greatly influenced by the growth and success of Virginia Tech. A public university with an enrollment of 29,000 on campus students, Virginia Tech is known for its high quality engineering and technology programs. Christiansburg is the retail hub located along Interstate 81 with Blacksburg having a strong residential population. Radford University is located 10 miles west with an enrollment of 10,000 students. A major trend in the market is the rehabilitation and renovation of many properties around the campus for residential and student housing. Like many college towns quality commercial land is scarce but the opportunities for growth are outstanding.

Total Government

18,078 28.0%

Manufacturing

11,119 17.2%

State Government

10,439 16.2%

Retail Trade

8,153 12.6%

Local Government

7,227 11.2%

Accommodation and Food Services

6,636 10.3%

Health Care and Social Assistance

6,156

9.5%

Professional Scientific and Technical Services

2,848

4.4%

Professional Degree:

2.90%

Administrative and Support and Waste Management

2,195

3.4%

Doctorate Degree:

6.60%

Construction

1,953

3.0%

*By Business Establishment

Major Employers Alliant Techsystems Inc.

Commute Time (2008-2012)

Carilion New River Valley Medical Center

Worked from home

Dish Network

Under 15 minutes

28,871 40.0%

Montgomery County School Board

15-24 minutes

21,068 29.2%

Montgomery Regional Hospital

25-34 minutes

10,845 15.0%

MOOG

35-44 minutes

4,197

5.8%

Town of Blacksburg

45-59 minutes

4,434

6.1%

United Pet Group

Over 60 minutes

2,815

3.9%

Virginia Tech Virginia Tech Corporate Research Center

3,281

4.3%

Mean Travel Time to Work (minutes) Floyd

Giles

Montgomery

Pulaski

Radford

Source: “Community Profile”, VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP 2014

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

Blacksburg/Radford/Wytheville Market Insight Similar to the Lynchburg territory, the Blacksburg/Radford/Wytheville territory has a strong university presence in Virginia Tech. However, this territory also has strong economic and traffic pattern ties to I-81 and I-77 generating multiple market opportunities in such areas as Christiansburg, Dublin and Hillsville. Coupled with TBG FAC’s experience in developing and operating in “college towns”; we also have extensive experience in developing and operating in secondary markets such as our stores at 2933 N. Main Street, Anderson, SC and 5 Golden Bridge Shopping Center, Goldens Bridge, NY. TBG FAC is excited and confident in building a successful Dunkin Donuts network in the Blacksburg/ Radford/Wytheville territory. 15

EXISTING Competition and market summary TBG FAC Store Development Agreement (SDA) and Market Characteristics:

TBG FAC team •E xperienced, deeply involved and committed ownership. Mr. Troiano, through direct and indirect ownership, holds more than 33% of TBG FAC. Mr. Marrinan, through direct and indirect ownership holds approximately 5% of TBG FAC.

Proposed SDA and Plan to Complete: TBG FAC is submitting for and is interested in acquiring the rights to all four territories and 22 total units. We have successfully completed an almost identical growth plan twice, in both New York and South Carolina, and exceeded Dunkin’ Brands expectations and timing in both. The following are details regarding TBG FAC’s store development for Virginia by territory and year:

Roanoke, 7 stores

2015

2016

2017

Danville, 5 stores Lynchburg, 5 stores

1 1

Blacksburg, 5 stores Yearly totals

2018

2019

2020

2021

2022

1 1

When pursuing expansion opportunities TBG FAC intently assesses the market opportunities and risks to position Dunkin’ Donuts for success. In assessing and preparing for store expansion nothing is more important than having a knowledgeable, responsible and enthusiastic team to implement store development and operations. TBG FAC’s proven track record portends to this ideal.

•S trong and efficient operations with TBG FAC as sole franchisee operating all four territories. •E xperienced Operating, Management, Financial and Development team already in place. • L ocal market expertise and dedicated consultant team. TBG FAC has assembled a local real estate team with local knowledge and experience to help in store expansion. Further, a local marketing/advertising firm has been retained to design local advertising and store openings. •D evelopment coverage, communication and leverage in markets that allow for broad and intensive Dunkin’ Donuts expansion. •S tore opening marketing and advertising campaign where all four territories can benefit from an overlapping, coordinated campaign.

TBG FAC existing, unique value-add •T BG FAC operates a network of 24 locations in Greenville and Columbia, SC. The furthest point east to west in TBG FAC’s South Carolina network is 180 miles. This geographic footprint is very similar to the Roanoke, Lynchburg, Blacksburg and Danville geographic footprint. TBG FAC has experience in developing and operating a large geographic footprint and is certain this experience would prove valuable in the Western Virginia territories. TBG FAC’s experience would also produce development and operations efficiencies. •T BG FAC’s corporate office is in Tuckahoe, NY. There is a direct flight from New York’s LaGuardia Airport to Roanoke, VA that would allow TBG FAC quick and easy access to the center of the four territories. Consolidation of back office functions allows for ease of development and faster and more efficient market entry. •T BG FAC’s regional manager will be located in the market area to manage and oversee growth and operations, and will be supplemented with additional “in market” resources as needed.

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TBG FOOD ACQUISITION CORP

EXISTING Competition and market summary Strengths, Weaknesses, Opportunities and Threats in the markets Strengths

– T he territories large student population (not to mention visiting family), “middle class” demographic, high incidence commuters and attraction to retirees matches Dunkin’ Donuts Fresh Brew image as an idyllic place to meet and visit.

•D unkin’ Donuts presence, albeit small footprint, in the markets contributes to the markets knowledge and awareness of the strong Dunkin’ Donuts brand.

Weaknesses

•V irginians love coffee, as indicated in the recent launch on Facebook of the Virginia Coffee Club: https://www.facebook.com/VAcoffeeclub/timeline

•D emand for A+ locations is generally high as restaurants, QSR and retailers seek higher quality locations. This could increase occupancy costs in certain markets.

•D emographic profile of the territories’ indicate broad and deep base of consumers:

–F orbes Magazine named Blacksburg, VA one of the top 25 places to retire. Per the following 2009 graph, the older demographic is more inclined to drink coffee. Older Americans More Likely to Drink Coffee

80 70

65% 57%

54%

69%

68%

57%

•M cDonald’s, Starbucks and local competition are well established in the trade areas. •D ue to a decade long retraction of the Danville market, this territory seems economically challenged. This could hinder locating suitable expansion sites in a timely manner. • I ncreased commodity prices could increase prices and/or decrease profit margins.

Opportunities •T he Roanoke, Lynchburg, and Blacksburg territories’ reported incomes are likely underreported. Each territory has a large student population. Students are typically subsidized by their parents/family producing more disposable income than reported. • Dunkin’ Donuts price points are more competitive than most the competition.

18 - 24

25-34

35-44

45-54

55-64

65+

Percent of adults who live in homes that use coffee by age

– 2 013 data from National Coffee Association’s (NCA) National Coffee Drinking Trends (NCDT) market research study coffee consumption rose 5% this year with 83% of the U.S. adults reporting they drink coffee. Overall daily consumption of coffee among those over age 60 rose to 76% from 71% last year.

–T he NCDT’s study also concluded those aged 18 to 24 years, daily overall coffee consumption equals 41%.

– D unkin’ Donuts expanding menu options offers greater diversity to customers THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

•D unkin’ Donuts prime customer base is well represented in the majority of the territories with strong aligned demographics. •T BG FAC and their consultants have learned of a few developments and redevelopments (large and small scale) in the markets that could provide well positioned stores.

Threats •M cDonald’s revenue has recently flattened and could lead to price reductions by them in order to gain market share. • Krispy Kreme expands its market presence in the Southeast and Mid-Atlantic. •E scalating expense of higher education flattens or reduces college enrollment in the markets leading to lower growth and demographics. 17

DEVELOPMENT PLAN

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

Development plan Development Experience – Overview •T BG FAC owns and operates an existing Network of 58 Dunkin’ Donuts stores with 31 stores in Westchester County, NY, 3 in Bronx County, NY and 17 and 7 stores in the Greenville, SC and Columbia, SC markets respectively.

•O ur existing 2 market development is slowing due to our successful penetration over the past 8 years.

Development Plan

• Recent development and store openings: 2012 thru first half 2014: 2012 (7 store openings)

• PC#349689, 100 Main Street, White Plains, NY

• PC#350817, 1123 S. Lake Drive, Lexington, SC

• PC#349940, 101 S. Main Street, Mauldin, SC

• PC#350096, 2933 N. Main Street, Anderson, SC

Lynchburg, 5 stores

• PC#350605, 235 Blythewood Rd., Blythewood, SC

Blacksburg, 5 stores

• PC#348176, 25 N. Salem Road, Cross River, NY

Yearly totals

• PC#351280, 2567 Broad Street, Sumter, SC

Roanoke, 7 stores

2015

2016

2017

Danville, 5 stores

1 1

2018

2019

2020

2021

2022

1 1

2013 (6 store openings)

• PC#351084, 386 S. Broadway, Tarrytown, NY

Real Estate Sourcing

• PC#351044, 1481 Weaver Street, Scarsdale, NY

• PC#349796, 296 McLean, Yonkers, NY

•R elationships in markets with brokers, owners, developers and business owners

• PC#351546, 549 Knox Abbott Dr., Cayce, SC

• PC#351661, 937 Lake Murray Blvd., Irmo, SC

• PC#352435, 2417 Reidville Rd., Spartanburg, SC 2014 (4 store openings, 1 DB store approval)

• PC#351286, 3303 Devine Street, Columbia, SC

• PC#351953, 1333 North Ave, New Rochelle, NY

• PC#353131, 1240 W. Floyd Baker Blvd., Gaffney, SC (Q4 opening)

•P C#353328, 170 Saw Mill River Road, Hawthorne, NY (Landlord Work to commence 10/2014)

•P C#353474, 630 Yonkers Ave., Yonkers, NY (Franchisor approval received 7/15/14)

•W e have proven we can develop and finance at the rate and pace required for the Virginia plan. THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

–F or Example, TBG FAC’s retail broker, CBRE Retail Services of Richmond, VA, has a relationship with RebKee Development based in Richmond. Rebkee is part of the ownership team that is redeveloping 900 Prices Fork Road Blacksburg, VA. This corner property in the heart of Virginia Tech’s campus will include a new CVS Pharmacy and an additional 6,000SF of retail. TBG FAC and CBRE have discussed with RebKee Dunkin’ Donuts interest, should TBG FAC be selected, in this project.

• Direct sourcing by TBG FAC personnel •D irect sourcing by TBG FAC’s third party consultant CBRE Retail Services and Susan Bowling-Tarrell •T BG FAC and CBRE will produce and send mass marketing emails to the market’s real estate community including owners, brokers and developers • Sourcing assistance from franchisor’s market team •A ttendance by TBG FAC, CBRE and Susan Bowling-Tarrell at national, regional and local real estate/shopping center conferences 19

Development plan Key Personnel Roles and Responsibilities • John G. Troiano, CEO of The Beekman Group (TBG), TBG FAC Board Chairman

• David Crawford, Assistant Vice President, CBRE Retail Services

– Strategy and business oversight of TBG FAC

– Execute macro and micro analysis

– Store development approval and capital allocation

– Implement site selection process

–C ontact trade area owners, developers and business owners regarding potential sites

• Peter Marrinan, CEO of TBG Food Acquisition Corp

–O versee and manage day to day operations and produce and execute business plan

• Kevin South, Vice President, Director Landlord Retail Brokerage

–M anage and decision maker on operational/personnel needs, store development/production and optimization of network stores

– Execute macro and micro analysis

– Implement site selection process

– Store development approval

–C ontact trade area owners, developers and business owners regarding potential sites

• Mike Dobeck, VP of Real Estate, The Beekman Group

– Implement and manage site selection and store development program

• Susan Bowling-Terrell, Consultant

–M anage and oversee third party consultants, A&E team and government relations

– Execute macro and micro analysis

– Input and direction regarding site selection process

– Negotiate and complete store leases

– Produce site analysis, breakevens and approval documents

–C ontact trade area owners, developers and business owners regarding potential sites

• TBG FAC, corporate team – Ana Samin: CFO

•B ill O’Connor, President, The O’Connor Group (full-service marketing communications firm)

– Peter Wilps: Accounting Manager

– Provide marketing and advertising campaign for each store opening

– John Morales: Accounts R/P Manager

–R ecommend and execute public relations, creative messaging, design, and media planning.

– Boris Farber: Payroll Manager – Sasiann Shell: Compliance Manager – Joe Ferrara: Payroll Administrator – Sean Fahy: IT – David Gross: Loss Prevention

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TBG FOOD ACQUISITION CORP

Development plan Site Selection Methodology

Existing/Potential Sites (identified on territory maps)

Macro Analysis: trade area

Existing traditional stores

Target trade areas that meet following criteria:

• 3620 Franklin Rd SW, Roanoke, VA 24014

• Desirable demographics of specific trade area

• 5044 Keagy Rd, Roanoke, VA 24018

• High traffic counts, specifically AM traffic counts

Existing C-stores - WilcoHess

• Locations as part of morning commuting pattern, aka “1st cup”

• 2121 Orange Ave NE, Roanoke, VA 24012

• L ocations near customer generators: hospitals, municipal complexes and schools

• 400 Virginia Ave, Vinton, VA 24179

• 4350 Brambleton Ave, Roanoke, VA 24018

• Easily visible from road ways and intersections

• 1000 Electric Rd, Salem, VA 24153

• Position in trade area given competitive landscape

• 2211 S Main St, Blacksburg, VA 24060

Micro Analysis: site specific qualities

• 3980 S Main St, Blacksburg, VA 24060

• Visibility, especially prior to “passing”

• 825 N Main St, Blacksburg, VA 24060

• Convenient, easily identifiable ingress/egress

• 204 Roanoke St, Christiansburg, VA 24073

• 5 car or more queuing for drive thru customers

• 5740 Virginia Ave, Bassett, VA 24055

• Synergistic tenant mix

• 7455 Lee Highway, Radford, VA 24141

• Ample parking spaces

• 5484 Virginia Ave, Bassett, VA 24055

•P hysical condition: suitable for Dunkin’ Donuts representation, utilities meet or can be upgraded to specifications; service/delivery access, roof and storefront quality and space configuration

• 1102 W Main St, Radford, VA 24141

• 8017 Timberlake Rd, Lynchburg, VA 24502

• 2501 Lakeside Dr, Lynchburg, VA 24501

• 3001 Wards Rd, Lynchburg, VA 24502

• 4801 Greensboro Rd, Ridgeway, VA 24148

• 3732 Campbell Ave, Lynchburg, VA 24501

• 4536 S Amherst Hwy, Madison Heights, VA 24572

• 640 E. Main Street, Pulaski, VA 24301

Portfolio Development Strategy TBG FAC’s development philosophy is to cover simultaneously all four trade areas (22 stores) in order to identify as quickly as possible suitable development opportunities. This will allow for a quicker market penetration rate, economies for operations and build-outs, negotiating leverage with local owners/developers for multiple store leases/developments and marketing/advertisement economies due to multiple store openings.

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TBG FOOD ACQUISITION CORP

Development plan Potential Stores (identified on territory maps)

Contingency Plan

•E ach territory’s primary trade area is designated in the Maps section where the TBG FAC team has identified specific trade areas/intersections as potential areas for Dunkin’ Donuts stores. Tertiary market’s areas of opportunity are indicated in below graph. Each potential location is thoroughly analyzed based on local macro and micro characteristics.

BG FAC’s contingency plan entails the following risk mitigations to ensure T market coverage, store openings and profitable stores/operations.

•T he TBG FAC team has identified the following number of trade areas/ intersections by territory:

Per Maps

Potential Trade Areas/Intersections

Roanoke primary trade area

Danville primary trade area

Lynchburg primary trade area

Blacksburg primary trade area

Total

•D evelopment: TBG FAC personnel will visit the territories frequently to ensure market coverage and store growth. Communication between TBG FAC and its third party consultants will be often if not daily. TBG FAC’s structure and direct involvement of decision makers will allow for quick decision making. This will reduce missed opportunities and advancement of the store development timeline. •O perations: TBG FAC will have a fully trained district manager in place within 2 months prior to opening of the first store. Having personnel in the market in advance will allow for orderly transition of store punch list completion, hiring a manager and team and all necessary training for a smooth and successful opening.

Per Maps

Potential Trade areas/Intersections

Roanoke secondary trade areas Danville secondary trade areas

2 Route 220 & I-81; Rocky Mountain 2 Martinsville; South Boston

Lynchburg secondary trade areas Blacksburg secondary trade areas Total

1 Amherst 2 Wytheville; Hillsville 7

Grand Total

THE BEEKMAN GROUP

•D evelopment Plan: TBG FAC has included in its underwriting and financial projections a portion of the stores will be ground up developments. This cost assumption should allow for more development flexibility and faster market penetration.

TBG FOOD ACQUISITION CORP

OPERATING PLAN

EXCEPTIONAL TEAM The Beekman Group and TBG FAC are led by Mr. John Troiano and Mr. Peter Marrinan, respectively, who each possess a broad a deep understanding of the Dunkin Donuts business. Their leadership combined with the corporate teamâ&#x20AC;&#x2122;s experience and motivation create an outstanding and passionate Dunkin Donuts franchisee. THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

OPERATING plan TBG FAC owns and operates an existing Network of 58 Dunkin’ Donuts stores. The culture and operational expertise and efficiencies learned from its understanding of Dunkin’ Donuts and proven success of operating profitable stores will be transferred to the four Virginia territories. The key personnel responsible for operations are: • John G. Troiano, CEO of The Beekman Group (TBG), TBG FAC Board Chairman

– Strategy and business oversight of TBG FAC

– Operation budget approval and capital allocation approval

• Peter Marrinan, CEO of TBG Food Acquisition Corp

–O versee and manage day to day operations, produce budget and execute business plan

–M anage and decision maker on operational/personnel needs, store development/production and optimization of network stores

– Full time commitment

• Mike Dobeck, VP of Real Estate, The Beekman Group

– Store asset management

– Implement third party operations (for example HVAC maintenance contract)

– Full time commitment

• TBG FAC, corporate team – Ana Samin: CFO – Peter Wilps: Accounting Manager – John Morales: Accounts R/P Manager – Boris Farber: Payroll Manager – Sasiann Shell: Compliance Manager – Joe Ferrara: Payroll Administrator – Sean Fahy: IT – David Gross: Loss prevention

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

TBG FAC values its employees. TBG FAC personnel will remain a central focus to its operations to ensure high morale and performance. Employees have at their disposal: • Extensive training • Network wide employment opportunities • Hiring from within the organization • A career ladder The results from these tactics have proven to produce low turnover, team players and strong store leadership and operations, thereby enhancing network performance and the shared success of TBG FAC and Dunkin’ Brands Group Inc. The TBG FAC corporate team will expand with the addition of Virginia based team members. Immediately upon the execution of our first lease in the Virginia territory, TBG FAC will commence the hiring process of a Virginia district manager. TBG FAC will add this team member two months prior to opening its first store, allowing for his or her training at both TBG FAC’s New York and South Carolina networks. Additional district managers will be added as the store base grows. TBG FAC’s current operations include incentives based on operations performance for store managers and district managers. Operations for each store are reviewed daily but for the incentive program budget goals are reviewed on a monthly basis and incentives are released monthly to store managers and yearly to district managers. TBG FAC implements a weekly store report to monitor operations. Refer to sample weekly store report in the appendix, pages 40 to 42. Bakery product for the Virginia territories will be through the JBOD production model, which we currently utilize in our Columbia, SC market. Competition and challenging times are always risks to a business. TBG FAC constantly assesses business risks to ensure we are prepared. For the potential development and operation of the four territories in Virginia, TBG FAC has planned for the possibility of challenges through the entire cycle: site selection, development, store openings and operations. First, having the right team is paramount to success. TBG FAC has in place a full staff that has proven adept at managing a Dunkin’ Donuts network. Further, TBG FAC has assembled a knowledgeable and dedicated team to “roll out” Dunkin Donuts in all the four Virginia territories. 24

OPERATING plan TBG FAC’s budget includes expenses for contingencies that could occur during each of the development and operations phases. This planning mitigates exposure to such things as high real estate and construction costs and unexpected increases in operational expenses from line-items such as labor and cost of goods. Also, TBG FAC’s development strategy of covering the all four territories will lessen dependence on any one territory for store growth.

Virginia Territory – TBG FAC’s initial due diligence has revealed numerous potential locations as indicated by the below Dunkin Donuts icons.

With 5 years’ operating experience in South Carolina, a strong proxy for the Roanoke DMA, TBG FAC fully understands the opportunity and challenges associated with developing the market. TBG FAC has previously confronted very similar development and operating conditions and produced great success. TBG FAC has experience managing the development pipeline and P&L in emerging markets and has implemented tactics to grow beverage sales over the long term. This is evident with the product mix migration in South Carolina from approximately 36% when TBG FAC purchased the territory to approximately 44% presently. This has been a focus and achieved through careful planning and incorporating beverage acceleration tactics: • Ice Coffee Mug & Refill promotions for summer • Free coffee Mondays • .99 cent Iced & Hot beverages, any size, with purchases • Happy Hour programs of .99 cent Iced Coffee and Iced Tea • Holiday Coupon books TBG FAC is excited to submit this business plan and would be thrilled with the opportunity to represent and expand the Dunkin’ Donuts brand though all four of the Virginia territories.

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

MARKETING AND ADVERTISING PLAN

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

MARKETING AND ADVERTISING PLAN About The O’Connor Group

Media Market Data for Southwest Virginia

Celebrating over twenty years in business and based in Roanoke, VA, The O’Connor Group is a full-service integrated marketing communications firm dedicated to providing successful results for their clients through marketing, public relations, advertising, website development, creative messaging, design, and media planning. They have a proven track record of putting the right message in front of the right audience using the right medium.

There are several media outlets available for advertisement by the Dunkin’ Donuts franchise. We believe these will be a great resource to announce the opening of new locations and future promotions.

The O’Connor Group has won over 100 awards for their work. Their account and creative team brings clients many years of experience for numerous brands. Their clients are varied and have included start-up companies, publicly held and international firms, tourism, economic development and government agencies, non-profit and cultural organizations, technology-based firms, financial, health and educational institutions, manufacturers, as well as other business-tobusiness and business-to-consumer companies.

Capabilities The O’Connor Group has been creating quality creative in a wide variety of media for over twenty years. Their qualifications and include the following capabilities: Web Design Content Management Website Maintenance Social Media Management Search Engine Optimization Online Identity Development Market Research Online News Releases Strategic Planning & Budgeting Web Copywriting & Copyediting E-newsletters and Email Marketing Digital Communications Interactive Media Web Banner Ads Electronic Art Direction Creative Consultation Google Analytics AdWords THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

Radio Stations - FM • • • • • • • • • • • • • • • • • • •

88.3 – Victory Radio Network; Religious, Lynchburg/Liberty University 88.7 – CSN; Religious, Boones Mill 89.1 – WVTF; Public Radio, Roanoke/Virginia Tech 90.3, 91.3 – Spirit FM; Religious, Roanoke 92.3 – WXLK K92; Top-40, Roanoke 93.5 – WSNV Sunny FM; Greatest Hits; Roanoke/Salem 94.9 – WSLC Star Country; Country, Roanoke 96.3 – WROV, The Rock of VA, Roanoke 96.9 – The Alternative Project, Blacksburg 97.7, 100.1 – Vibe 100; R&B, Roanoke 99.1– WSLQ Q99; Greatest Hits, Roanoke 100.7 – Mix 100.7; Adult Contemporary, Blacksburg/Christiansburg 101.5 – The Music Place; Adult Independent, Vinton 102.5 – WIQO; Talk Radio, Lynchburg 104.9 – WJJS Jammin JJS; Top-40, Roanoke 105.3 – WBRW The Bear; Rock, Blacksburg/Christiansburg 106.1 – Steve FM; Variety Hits, Roanoke/Lynchburg 107.3 – WFIR; News Talk Radio, Roanoke 107.9 – WYYD New Country, Amherst

Radio Stations - AM • 910 – WXFJ Fox Radio, News/Talk, Roanoke

TV Stations • • • •

WDBJ 7/My 19, Roanoke WSLS 10; Roanoke WSET 13; Lynchburg WFXR, Fox 21/27, Roanoke 27

MARKETING AND ADVERTISING PLAN Newspaper • The News & Advance; Lynchburg; www.newsadvance.com

Invite the mayor of the city to come to the grand opening and cut the ribbon in front to open the store for business.

• The Roanoke Times; Roanoke, Salem, Vinton, Blacksburg; www.roanoke.com

Invite local news stations to come film and produce a short segment for their evening news shows.

Launch Targets and Tactics

Invite local newspapers or photographers to take pictures of the event to put in local news papers.

In preparation to market the launch of Dunkin Donuts franchises in the Southwest Virginia region, we recommend a target audience breakdown into two primary groups: students and businesses. Below is an outline of advertising tactics we recommend to promote a general awareness of the launches, and specific ways to reach the primary audiences.

Invite local radio stations to come set up a booth, play music for the grand opening and promote the opening during commercials on their station. The store should reward the first 50-100 customers with a prize (free donut, coffee, coupon book, gift card, etc.).

Pre-opening Establish “Coming Soon” billboards near or at locations of Dunkin Donuts under construction so the public is anticipating the opening of new stores. Once Dunkin Donuts stores are built and open, place “Now Open” retail flags on street leading up to the store to remind the public that the store is open for business. Produce online ads to promote the openings of new stores. Ads should be on local websites (i.e. www.roanoke.com, newspaper; wdbj7.com, TV; wsls10.com, TV; etc.), and locally focused through region-specific services such as Google AdWords.

High School Promote these new stores at sporting events (football games/tailgates, basketball games, etc.) through posters, sponsorship, and specials for students. Many local high schools allow sponsors to place posters on the wall of the gym or around the stadium at football games. Create social media accounts for local stores to communicate with the town and promote local specials and promotions. For example, if someone tweets at Dunkin Donuts in Roanoke, the store should respond to interact with its customers.

Before openings of new stores, local news and radio stations promote the “Grand Opening.”

Have Instagram, Twitter or Pinterest photo contests to get the public involved. These could be recipe contests, best picture, most creative way to eat a donut, etc. A small prize should be given to the winner.

Grand Opening

One day during the first week of school, back-to-school specials should be available for students. This could be a free donut with any purchase, free drink with purchase of a donut, etc.

Make the opening of the store turn into a celebration. Set a date and invite the public to the event. Have a clever name, (Dunkin Days, Days at Dunkin, Donut Days, etc.) The store should provide prizes, free samples, coupons, etc.

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

Promote Dunkin Donuts through the sale of donuts from sports team, marching band or other club fundraisers, and at sporting events. 28

MARKETING AND ADVERTISING PLAN Advertise on posters/banners around high school football fields or in High School basketball gyms.

College In the fall, have welcome back specials, signs, and promotions to show students they were missed over the summer and are welcomed back to their second home. Support colleges and students by promoting specials for them and hiring students looking for a job. On big game days in college towns, have specials for tailgating or a hot coffee on a cold night, etc. One day during exam week, students can bring their ID and get a free coffee or donut to help them through exams. Make the interior of stores more “café” like. Many students will want to study and socialize there if the seating space has more of a café or coffee shop atmosphere.

Non-profit Play on words of the slogan: “America Runs on Dunkin.” Have some sort of race or family run to help support a local non-profit organization. Community service and giving back is important to families in Southwest, VA. If Dunkin Donuts is helping the community, the community in return will help them by providing them business.

Broad Creative Ideas Use mostly banner ads on local websites such as roanoke.com, wdbj7.com, wsls10.com, etc. Local News Channels (wdbj7, wsls10) and Radio Channels (94.9, 92.3) should be promoting advertisements for new locations. It would be beneficial to sponsor the Road Conditions for networks in the morning, have the broadcaster end with something like, “All roads lead to Dunkin.” People will then want to go to Dunkin Donuts in the morning on their way to work. Use Cookies to monitor people’s history and make Dunkin Donuts ads appear on future websites.

Business Have specials or deliver donuts to the communities’ civil service workers. National Police Appreciation Week is in May; National Firefighter Appreciation Week is in August. Community Service projects or non-profit events could happen during these weeks. On Teacher Appreciation Week, have a day where teachers can show their school I.D. and get half price purchase or other promotion. Keep promotions in line with Dunkin Donuts’ marketing standards. Free coffee on Mondays was a huge hit with the public, especially businesspeople.

More advertising will be done on the Internet as opposed to newspaper. It is cheaper and more effective. Create Facebook pages, Twitter accounts and Instagram accounts for local stores. Advertise audio clips on all radio stations. Have TV news stations announce opening dates and “Grand Openings.” Advertise through banner ads on www.roanoke.com and www.newsadvance.com.

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

Financial strength/ FINANCING

PROVEN TRACK RECORD The Beekman Group and TBG FAC have owned and operated Dunkin Donuts since late 2005 with an initial investment in 14 stores. Since then TBG FAC has acquired 16 more stores and developed an additional 28 stores for a total of 58 successful Dunkin Donuts.

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

Financial Strength/FINANCING

Debt / Equity Ratio NA - No additional debt incurred to execute Virginia Territories

Income Statement (VA Network) Year

TBG FAC • Strong Balance Sheet • 5m cash liquidity • Diverse & strong existing store base • Partner with GE Financing since 2005; GE eager to support more TBG FAC • TBG FAC generates enough cash flow to develop 8-10 stores a year

Sourcing / Utilization of Funds All development costs will be funded out of existing cash flow from TBG FAC operations

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

127,188

2,226,544

4,446,923

7,097,180

9,927,508

12,947,265

16,166,244

19,674,208

21,761,915

22,523,582

Food Costs Supplies Total COGS

31,797 8,903 40,700

556,636 155,858 712,494

1,111,731 311,285 1,423,015

1,774,295 496,803 2,271,098

2,481,877 694,926 3,176,803

3,236,816 906,309 4,143,125

4,041,561 1,131,637 5,173,198

4,918,552 1,377,195 6,295,747

5,440,479 1,523,334 6,963,813

5,630,896 1,576,651 7,207,546

Crew Labor Workmen's Comp Payroll Tax Total Crew Labor Total COS

24,802 954 2,862 28,617 69,317

434,176 16,699 50,097 500,972 1,213,466

867,150 33,352 100,056 1,000,558 2,423,573

1,383,950 53,229 159,687 1,596,866 3,867,963

1,935,864 74,456 223,369 2,233,689 5,410,492

2,524,717 97,104 291,313 2,913,135 7,056,260

3,152,418 121,247 363,740 3,637,405 8,810,603

3,836,471 147,557 442,670 4,426,697 10,722,444

4,243,573 163,214 489,643 4,896,431 11,860,244

4,392,099 168,927 506,781 5,067,806 12,275,352

Ad Fund and Royalties Rent Utilities (inc Internet) Insurance Store Management G&A Total Overhead Expenses

8,776 10,000 3,833 875 5,000 4,167 32,651

154,948 174,250 66,796 15,247 87,125 72,604 570,970

331,245 346,706 132,904 30,337 173,353 144,461 1,159,006

560,993 549,214 210,532 48,056 274,607 228,839 1,872,241

832,236 761,631 291,959 66,643 380,815 317,346 2,650,630

1,146,992 984,325 377,325 86,128 492,163 410,135 3,497,068

1,485,538 1,217,678 466,777 106,547 608,839 507,366 4,392,745

1,855,045 1,468,027 562,744 128,452 734,013 611,678 5,359,959

2,135,846 1,608,292 616,512 140,726 804,146 670,122 5,975,643

2,317,929 1,648,499 631,925 144,244 824,250 629,635 6,196,481

EBITDA Depreciation Interest Tax Net Income Principal Payments Add Depreciation Net Cash Flow From Operations

25,219 9,751 5,414 10,054 9,751 19,805

442,108 168,504 95,761 177,843 168,504 346,346

864,344 337,316 184,460 342,568 337,316 679,884

1,356,976 523,002 291,891 542,083 523,002 1,065,085

1,866,387 725,947 399,154 741,286 725,947 1,467,233

2,393,938 921,991 515,181 956,765 921,991 1,878,756

2,962,896 1,138,568 638,515 1,185,814 1,138,568 2,324,381

3,591,805 1,299,458 802,321 1,490,026 1,299,458 2,789,484

3,926,029 1,464,059 861,689 1,600,280 1,464,059 3,064,339

4,051,749 1,464,059 905,691 1,681,998 1,464,059 3,146,058

(5,000) (60,000) (153,500) (213,500) (98,000) (280,000) (596,500)

(5,125) (61,500) (157,338) (218,838) (100,450) (60,000) (384,413)

(5,253) (63,038) (161,271) (224,308) (154,442) (90,000) (474,003)

(5,384) (129,227) (165,303) (294,530) (158,303) (90,000) (548,217)

(5,519) (132,458) (169,435) (301,893) (162,260) (90,000) (559,672)

(5,657) (135,769) (173,671) (309,440) (166,317) (90,000) (571,414)

(5,798) (208,745) (178,013) (386,758) (170,475) (90,000) (653,031)

(5,943) (213,963) (182,463) (396,427) (174,737) (90,000) (667,107)

(6,092) (219,313) (187,025) (406,337) (412,429)

(6,244) (224,795) (191,700) (416,496) (422,740)

Development and Financing: Store Build Out Costs Financing Received Required Equity For Development

(1,170,125) (1,170,125)

(1,304,100) (1,304,100)

(1,697,892) (1,697,892)

(2,034,497) (2,034,497)

(2,105,705) (2,105,705)

(2,013,128) (2,013,128)

(2,120,465) (2,120,465)

(2,156,513) (2,156,513)

Net Cash Flow Required (Equity)/Return Cumulative (Cash Investment)/Cash Return

18.0% (1,746,820) (1,746,820) (1,746,820)

(1,342,166) (1,342,166) (3,088,986)

(1,492,011) (1,492,011) (4,580,997)

(1,517,630) (1,517,630) (6,098,626)

(1,198,145) (1,198,145) (7,296,771)

(705,786) (705,786) (8,002,557)

(449,115) (449,115) (8,451,672)

(34,136) (34,136) (8,485,809)

2,651,910 2,651,910 (5,833,899)

2,723,317 2,723,317 (3,110,581)

3.52

3.54

3.49

3.47

3.45

3.43

3.45

3.44

3.46

2 2

2 4

3 7

3 10

3 13

3 16

3 19

3 22

Store Level: Revenue

Network Overhead: Office Lease & Expenses Salaries: GM Salaries: Training, Ops, Fin/Actg, HR, Other Salaries Year 1 Startup Costs Initial Franchisee Fees Total Network Overhead Expense

Fixed Charge Coverage Ratio Stores Opened In Year Cumulative Store Total

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

Financial Strength/FINANCING

Debt / Equity Ratio NA - No additional debt incurred to execute Virginia Territories

Income Statement as a Percentage of Revenue (VA Network) Year

Sourcing / Utilization of Funds All development costs will be funded out of existing cash flow from TBG FAC operations

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Store Level: Revenue

127,188

2,226,544

4,446,923

7,097,180

9,927,508

12,947,265

16,166,244

19,674,208

21,761,915

22,523,582

Food Costs Supplies Total COGS

25.0% 7.0% 32.0%

Crew Labor Workmen's Comp Payroll Tax Total Crew Labor Total COS

19.5% 0.8% 2.3% 22.5% 54.5%

Ad Fund and Royalties Rent Utilities (inc Internet) Insurance Store Management G&A Total Overhead Expenses

6.9% 7.9% 3.0% 0.7% 3.9% 3.3% 25.7%

7.0% 7.8% 3.0% 0.7% 3.9% 3.3% 25.6%

7.4% 7.8% 3.0% 0.7% 3.9% 3.2% 26.1%

7.9% 7.7% 3.0% 0.7% 3.9% 3.2% 26.4%

8.4% 7.7% 2.9% 0.7% 3.8% 3.2% 26.7%

8.9% 7.6% 2.9% 0.7% 3.8% 3.2% 27.0%

9.2% 7.5% 2.9% 0.7% 3.8% 3.1% 27.2%

9.4% 7.5% 2.9% 0.7% 3.7% 3.1% 27.2%

9.8% 7.4% 2.8% 0.6% 3.7% 3.1% 27.5%

10.3% 7.3% 2.8% 0.6% 3.7% 2.8% 27.5%

EBITDA Depreciation Interest Tax Net Income Principal Payments Add Depreciation Net Cash Flow From Operations

19.8% 7.7% 0.0% 4.3% 7.9% 0.0% 7.7% 15.6%

19.9% 7.6% 0.0% 4.3% 8.0% 0.0% 7.6% 15.6%

19.4% 7.6% 0.0% 4.1% 7.7% 0.0% 7.6% 15.3%

19.1% 7.4% 0.0% 4.1% 7.6% 0.0% 7.4% 15.0%

18.8% 7.3% 0.0% 4.0% 7.5% 0.0% 7.3% 14.8%

18.5% 7.1% 0.0% 4.0% 7.4% 0.0% 7.1% 14.5%

18.3% 7.0% 0.0% 3.9% 7.3% 0.0% 7.0% 14.4%

18.3% 6.6% 0.0% 4.1% 7.6% 0.0% 6.6% 14.2%

18.0% 6.7% 0.0% 4.0% 7.4% 0.0% 6.7% 14.1%

18.0% 6.5% 0.0% 4.0% 7.5% 0.0% 6.5% 14.0%

Network Overhead: Office Lease & Expenses Salaries Year 1 Startup Costs Initial Franchisee Fees Total Network Overhead Expense

-3.9% -167.9% -77.1% -220.1% -469.0%

-0.2% -9.8% -4.5% -2.7% -17.3%

-0.1% -5.0% -3.5% -2.0% -10.7%

-0.1% -4.1% -2.2% -1.3% -7.7%

-0.1% -3.0% -1.6% -0.9% -5.6%

0.0% -2.4% -1.3% -0.7% -4.4%

0.0% -2.4% -1.1% -0.6% -4.0%

0.0% -2.0% -0.9% -0.5% -3.4%

0.0% -1.9% 0.0% 0.0% -1.9%

0.0% -1.8% 0.0% 0.0% -1.9%

Development and Financing: Store Build Out Costs Financing Received Required Equity For Development

-920.0% 0.0% -920.0%

-58.6% 0.0% -58.6%

-38.2% 0.0% -38.2%

-28.7% 0.0% -28.7%

-21.2% 0.0% -21.2%

-15.5% 0.0% -15.5%

-13.1% 0.0% -13.1%

-11.0% 0.0% -11.0%

0.0% 0.0% 0.0%

-1373.4% (14) -1373.4%

-60.3% (1) -138.7%

-33.6% (0) -103.0%

-21.4% (0) -85.9%

-12.1% (0) -73.5%

-5.5% (0) -61.8%

-2.8% (0) -52.3%

-0.2% (0) -43.1%

12.2% 0 -26.8%

12.1% 0 -13.8%

3.52

3.54

3.49

3.47

3.45

3.43

3.45

3.44

3.46

2 2

2 4

3 7

3 10

3 13

3 16

3 19

3 22

Net Cash Flow Required (Equity Injection)/Return Cumulative (Cash Injection)/Cash Return Fixed Charge Coverage Ratio Stores Opened In Year Cumulative Store Total

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX

THE BEEKMAN GROUP TBG FOOD ACQUISITION CORP

APPENDIX Blacksburg Territory

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX Danville Territory

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX Lynchburg Territory

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX Roanoke Territory

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX TBG FAC owns and operates 34 stores in the New York Metro area.

2006 NY DMA TBG FAC Stores Pre TBG: 14 Stores THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

2014 NY DMA TBG FAC Stores Today: 34 Stores 38

APPENDIX TBG FAC owns and operates 24 stores in the South Carolina market.

2010 SC DMA TBG FAC Stores Pre TBG: 14 Stores

2014 SC DMA TBG FAC Stores Today: 24 Stores THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX Financial Tool Examples

Network Weekly Flash Report

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX Financial Tool Examples

GSS Report

Labor Report

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP

APPENDIX Financial Tool Examples Loss Prevention Report

Food Cost Report

Usage & Waste Report

THE BEEKMAN GROUP

TBG FOOD ACQUISITION CORP