FRANCHISE DISCLOSURE DOCUMENT A Delaware Corporation Dallas, TX 75251

INFORMATION REQUIRED BY THE STATE OF MICHIGAN THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU: (A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES. (B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS. (C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISION OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 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) LA MADELEINE FDD – 2020 ACTIVE 50768589v1 THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE

FRANCHISOR OR SUBFRANCHISOR. (iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS. (iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER. (H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C). (I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES. THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL. As to any state law described in this Addendum that declares void or unenforceable any provision contained in the Franchise Agreement, the Franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated. NOTIFICATIONS TO THE MICHIGAN ATTORNEY GENERAL TO: Department of the Attorney General Consumer Protection Division Franchise Section G. Mennen Williams Building, 1st Floor 525 W. Ottawa Street Lansing, MI 48909 517-373-7117 LA MADELEINE FDD – 2020 ACTIVE 50768589v1

TABLE OF CONTENTS ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES . 1 ITEM 2 BUSINESS EXPERIENCE . 6 ITEM 3 LITIGATION . 6 ITEM 4 BANKRUPTCY . 8 ITEM 5 INITIAL FEES . 8 ITEM 6 OTHER FEES . 9 ITEM 7 ESTIMATED INITIAL INVESTMENT .17 ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES . 26 ITEM 9 FRANCHISEE’S OBLIGATIONS . 32 ITEM 10 FINANCING . 35 ITEM 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, MANUALS AND TRAINING.35 ITEM 12 TERRITORY . 46 ITEM 13 TRADEMARKS . 51 ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION . 54 ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS.55 ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL . 56 ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION . 56 ITEM 18 PUBLIC FIGURES . 64 ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS. 64 ITEM 20 OUTLETS AND FRANCHISEE INFORMATION . 68 ITEM 21 FINANCIAL STATEMENTS . 72 ITEM 22 CONTRACTS . 73 ITEM 23 RECEIPTS . 73 and last 2 pages STATE EFFECTIVE DATES PAGE . Appears directly before last 2 pages EXHIBITS A. B. C. D. E. F. G. H. I. J. Development Agreement Franchise Agreement Non-Traditional Addendum to the Franchise Agreement Letter of Intent, Asset Purchase Agreement, and Re-Franchising Addendum to Franchise Agreement Table of Contents of Operations & Training Manuals Sample of Release to be signed when you develop, renew, or transfer a Café Franchisees as of December 31, 2019 List of State Administrators; Agents for Service of Process Additional State-Required Information and State-Required Contract Addenda Financial Statements LA MADELEINE FDD – 2020 ACTIVE 50768589v1

ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES This disclosure document describes LA MADELEINE franchises. To simplify the language in this disclosure document: “LMFC” or “we,” “us” or “our” means La Madeleine Franchising Company, Inc., the Franchisor. “You” means the individual or company that signs a Franchise Agreement or Development Agreement with us. “Owners” means the individuals identified in the Franchise Agreement or Development Agreement as owners of your company; it also includes any other persons whom we may subsequently approve to acquire an interest in your business. If the franchisee is a corporation, limited partnership, limited liability company, or other business entity, certain provisions of the Franchise Agreement and Development Agreement will apply to some or all of the Owners by virtue of the requirement that they personally guarantee the franchisee’s obligations and agree to be personally bound. The personal obligations of the Owners are addressed in this disclosure document where appropriate. Except as specifically stated otherwise, “you” does not include the Owners of a franchisee that is a corporation, general or limited partnership, limited liability company or limited liability partnership. LMFC is a Delaware corporation incorporated on September 19, 2011. We do business under our corporate name and the name LA MADELEINE . Our principal place of business is at 12201 Merit Drive, Suite 900, Dallas, Texas 75251. Exhibit H to this disclosure document lists our agents for service of process, to the extent that we have appointed agents in other states. Our predecessor for purposes of this disclosure document is our direct parent company, La Madeleine, Inc. (“LMI”), whose business address is the same as ours. LMI is a subsidiary of Le Duff America, Inc. (“LDA”), which in turn is owned by our ultimate parent company in North America, LDA Holding Company, Inc. (“LDA Holding”). LDA and LDA Holding are both Delaware corporations with the same business address as ours. LDA Holding is owned by Holding Le Duff, S.A. (“HLD”), a French company whose affiliates also own several other restaurant and retail bakery concepts, as well as the Bridor commercial baking business. Neither LMFC nor LMI operate any Cafés, but we have affiliates that operate Cafés in Texas, Virginia, Louisiana, the District of Columbia and Maryland. We refer to the Cafés operated by our affiliates as “company-owned” outlets for purposes of this disclosure document. We began offering LA MADELEINE franchises in October 2011. Neither we nor LMI has offered franchises in any other line of business. However, we have affiliates that offer other franchises and licenses around the world, as summarized in the table below: 1 LA MADELEINE FDD – 2020 ACTIVE 50768589v1

Name and Address of Affiliate Type of Business/Year Began Offering Franchises Number of Franchises as of December 31, 2019 Holding Le Duff, S.A. 105A Avenue Henri Freville, 35200 Rennes, France BRIOCHE DORÉE 257 French Style Casual Food/1982 LE FOURNIL DE PIERRE 5 Traditional French Bakery and Pastry Shop/2007 DEL ARTE 151 Italian and Pizza Restaurant/2000 BD, LLC 12201 Merit Drive, Suite 900 Dallas, TX 75251 Threecaf Brands Canada, Inc. 3075 rue de Rouen, BRIOCHE DORÉE 12 French Style Casual Food/2004 MICHEL’S BAKERY CAFÉ 5 Continental Bakery Café/2002 Montreal, QC H1W 3Z2 AU PAIN DORE 1 French Style Casual Food/2017 BRIOCHE DORÉE 6 French Style Casual Food/2011 The LE FOURNIL DE PIERRE and DEL ARTE concepts have not been franchised in the USA. Our affiliate, Gourmet Cuisine, Inc. (“GCI”), sells various products, including but not limited to soups and salad dressings, to a nationwide independent foodservice distributor, currently Sysco Corporation, for resale to our franchisees for use and resale in the Cafés. GCI’s principal address is 214 S. Town East Boulevard, Mesquite, Texas 75149. Our affiliate, Bridor, Inc. (“Bridor”), sells bread products to Sysco Corporation for resale of those products to our franchisees for use and resale in the Cafés. Bridor’s principal address is 2260 Industrial Way, Vineland, New Jersey 08360. We may use other distributors as well. LA MADELEINE FDD – 2020 ACTIVE 50768589v1 2

Our affiliate, LDA Management Company, Inc. (“LDAMC”), defines the technology strategy, designs technology architecture, negotiates contracts with vendors on behalf of all LDA stores and franchisees, invests in the implementation costs of all systems, purchases one-time and recurring solutions (hardware, software, hosting services, consulting services), provides consolidated invoicing for franchisees monthly, provides ongoing administration services for all systems (menu changes, new store setup), tests and deploys system upgrades ongoing, provides helpdesk and technical support services, provides new restaurant opening services (ordering, installation, go-live) and provides information technology support and help desk services to our franchisees. You must use and pay for these services, unless we specifically exempt you from this requirement. LDAMC has the same business address as us. You are required to enter into the Administrative Services Agreement with LDAMC to govern LDAMC’s provision of these technology services, the current form of which is attached to the Franchise Agreement (the “ASA”). Other than as described above, we do not have any affiliates that (i) provide products or services directly to our franchisees, or (ii) offer or have offered franchises for Cafés or franchises in any other line of business. The la Madeleine Franchise We offer franchises only to persons and business entities that meet our qualifications and are willing to undertake the investment and effort necessary to operate and grow the LA MADELEINE business. We particularly seek existing successful multi-unit foodservice operators. We offer two types of Café prototypes: (i) “Traditional Cafés”, and (ii) “Petite Cafés.” Traditional Cafés provide our full menu offering and are generally located in suburban malls, strip centers, or mixed-use developments. Petite Cafés are similar in concept to Traditional Cafés, but they differ in that they offer a limited menu and often operate in smaller-sized locations, sometimes in a multi-brand environment. Petite Cafés may, but need not, operate from Non-Traditional Facilities. A “Non-Traditional Facility” means a facility where the primary function is not a restaurant business, such as (but not limited to) a performing arts center, arena, stadium, shopping mall, department store, retail store, wholesale club, grocery store, supermarket, casino, amusement park, fairground, college or university, factory, hospital, penal institution, military base, airport, turnpike, limited access highway rest stop, or other transportation facility. When operated from a Non-Traditional Facility, the needs of the host institution may have a substantial impact upon the operation of a Petite Café. Unless otherwise specified in this disclosure document, references to “Cafés” include Traditional Cafés and Petite Cafés. We offer qualified persons and entities the right to develop Cafés within a specified geographic area (the “Development Area”) under our standard form of Development Agreement. Our current form of Development Agreement appears in Exhibit A to this disclosure document. Unless we permit you to sign only a Franchise Agreement for one site, the location of which we have already approved, or unless your Café will be a Petite Café operated from a Non-Traditional Facility, you will sign the Development Agreement. To operate a Petite Café from a NonTraditional Facility, we require that you sign a Franchise Agreement along with a Non-Traditional Addendum. Our current form of Non-Traditional Addendum appears in Exhibit C to this disclosure document. Under the Development Agreement, you must develop a specified number of Cafés by certain deadlines. We must agree on the number of Cafés, which must be at least 3 Cafés, and the deadlines for developing and opening the agreed number of Cafés. If you do not have the LA MADELEINE FDD – 2020 ACTIVE 50768589v1 3

required number of Cafés open and in operation by the agreed-upon deadlines, we can terminate the Development Agreement entirely or reduce the Development Area. You must also enter into our then-current form of Franchise Agreement for each Café that you develop under the Development Agreement. Our current form of Franchise Agreement appears in Exhibit B to this disclosure document. The version that you must sign when you are ready to enter into a Franchise Agreement for each Café may differ from the version in Exhibit B. Refranchising program. We and our affiliates also offer a refranchising program under which our affiliates may sell existing company-owned Cafés to qualified buyers for operation as a franchise. The form of Asset Purchase Agreement for the sale of a company-owned Café appears in Exhibit D to this disclosure document. You and our affiliate may also sign a Letter of Intent before signing the Asset Purchase Agreement; the form of the Letter of Intent is also in Exhibit D. As a condition of purchasing one or more company-owned Cafés, you must sign a Development Agreement in which you commit to open additional Cafés in the same geographic area or in another market that we approve. You will sign the Development Agreement at the closing of your purchase of the company-owned stores, along with our standard form of Franchise Agreement for each acquired Café. Because some of the terms of the standard Franchise Agreement do not apply to a business that is already open and operating, you will also sign an addendum to the Franchise Agreement (“Refranchising Addendum”) for each Café purchased which modifies the inapplicable terms. The form of the Refranchising Addendum is also in Exhibit D. We may also require agreement on a remodeling plan as a condition of purchasing a company-owned Café. If applicable, the remodeling requirements that you and we agree upon will be in an attachment to the Letter of Intent that you sign. The Refranchising Addendum will include the agreed deadline for completion of the remodeling. As noted in the Asset Purchase Agreement, you will also sign other documents in connection with closing on the purchase of company-owned Café, such as a lease assignment or sublease for each Café and a bill of sale for tangible assets. These documents may vary from transaction to transaction. * * * All Cafés operate according to a distinctive format, appearance, and set of specifications and operating procedures that we and our affiliates have developed and continue to develop (collectively, the “System”). Our mandatory and recommended standards, policies and procedures are represented in our confidential and proprietary training systems and materials (the “Manuals”) which may be available in hard copy, electronic or web-based. We will give you access to the Manuals for the term of your franchise. We may change the Manuals and the elements of the System at any time without consultation with you. You will sell food and beverage items at retail to the public for carry out and consumption on the premises of the Café. In addition, we have

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