Clifford Hudson, our Chief Executive Officer and Chairman , spent 35 years of his career, from 1995 to 2018, at Sonic Corp., which owns, operates and franchises more than 3,600 SONIC Drive-In restaurants. Most recently, he was Chairman of the Board and Chief Executive Officer of the company. He left the company upon its $2.3 billion sale to Inspire Brands in December 2018. Mr. Hudson served as Chairman of the Board of Directors of the Securities Investor Protection Corporation (SIPC), a presidential appointment, from 1994 to 2001. He served as Trustee of the Ford Foundation (New York) from 2006 to 2017 and is a past Chair of the Board of the National Trust for Historic Preservation. In 2020, Mr. Hudson began consulting work for Monarch Alternative Capital, specifically related to National Pizza Company and, in January 2021, joined the board of managers of Chuck E. Cheese, a Delaware limited liability company, upon its exit from bankruptcy reorganization. Mr. Hudson graduated from the University of Oklahoma with a B.A. in History, from which he also received an honorary doctoral degree in humane letters in 2011. He holds a J.D. from Georgetown University, where he served as Chair of the Board of Visitors from 2013 to 2016. In 2014, Georgetown University awarded him the John Carroll Award, its highest alumni recognition. Our board of directors has determined that Mr. Hudson’s over 35 years with Sonic Corp., where he gained meaningful leadership experience and restaurant knowledge, qualifies him to serve as one of our directors.

Kathy Taylor, our President, Secretary and a Director , is an attorney, business executive and former Mayor for the city of Tulsa, Oklahoma. After beginning her legal career representing many public and private companies, Ms. Taylor became EVP and General Counsel of Thrifty Car Rental in 1989, and led its licensing and acquisition of multiple global franchises. She led legal negotiations to sell Thrifty to Chrysler Corporation, simultaneously purchasing Snappy and Dollar Car Rental and consolidating other car rental brands. In 1995, she and others purchased the financially distressed National Car Rental, then the fifth largest car rental company in the United States, from General Motors and she served on its Board of Directors. National was sold to AutoNation in 1997. Following the travel industry crisis after 9/11, Ms. Taylor joined with others led by Cerberus Capital to purchase National and Alamo Car Rental out of bankruptcy for $230 million. In 2003, Ms. Taylor served as Oklahoma’s Secretary of Commerce, Tourism, and Workforce Development. From 2006 to 2010, she served as Mayor of Tulsa, Oklahoma. Most recently, Ms. Taylor was the Chief of Economic Development for the City of Tulsa from 2016 to 2018. Ms. Taylor served on Sonic Corp.’s board of directors, including on its Audit and Compensation committees, in 2006, and from 2010 until its sale to Inspire Brands in 2018. She is currently on the boards of the Tulsa Public Facilities Authority; 36°N, a basecamp for entrepreneurs; and StitchCrew, a business accelerator. Ms. Taylor is Ship Sponsor for the U.S. Navy Ship, the USS Tulsa, and founding member of VEST, a network for expanding the pipeline of women in positions of influence. Ms. Taylor graduated from the University of Oklahoma with a B.A. in Journalism. She holds a J.D. from the University of Oklahoma, where she was elected to the Order of the Coif. Our board of directors has determined that Ms. Taylor’s significant knowledge of franchising, corporate governance and financial matters qualifies her to serve as one of our directors. She also provides broad insight into executive leadership, strategy and public affairs.

Scott McKinney, our Chief Financial Officer and Treasurer , has extensive experience identifying acquisition candidates, conducting due diligence and financial modeling, structuring transactions and driving investor relations strategies for public companies. He has worked in multiple finance roles at large publicly-traded retail companies and brings additional transactional expertise from his time as an investment banker. Mr. McKinney began his career as an investment banking analyst and associate with A.G. Edwards & Sons, Inc. and TM Capital Corp. From 2008 to 2013 Mr. McKinney worked as an investment banker with Barclays Capital and Lehman Brothers, executing transactions for companies including Dunkin’ Brands, Sonic Corp., Yankee Candle, PVH Corp. and Five Below. Mr. McKinney was Director of Investor Relations for DICK’S Sporting Goods from 2013 to 2015. From 2015 to 2019 he moved through progressively senior finance roles at specialty retailer Mattress Firm, until his last role as Deputy Chief Financial Officer from March 2018 until December 2019. In this role he led the financial planning and analysis, analytics, accounting and treasury teams for the 2,500-store chain. He also supported the financing and integration of the acquisition of Sleepy’s in 2016 in his role as Vice President of Investor Relations. Most recently, Mr. McKinney was a senior consultant with Four Hills Advisors LLC, advising private equity, family office and start-up clients. Mr. McKinney graduated from the Boston University School of Management with a B.S. in Business Administration, summa cum laude. He holds an M.B.A. from the Kellogg School of Management at Northwestern University.

Sid Feltenstein will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Feltenstein has had a wide-ranging career as a corporative executive, entrepreneur, private equity operating partner and supporter of non-profit entities. Mr. Feltenstein began his career at the Procter & Gamble Company where he held several brand management positions. In 1972, Mr. Feltenstein joined Dunkin’ Donuts and spent 19 years in both operations and marketing, the last 12 of which were as Chief Marketing Officer. In 1992 he left Dunkin’ Donuts to become Executive Vice President of Worldwide Marketing for the Burger King Corporation. Mr. Feltenstein led a group that acquired A&W Restaurants in 1995 and Long John Silver’s in 1999, combining the companies to form Yorkshire Global Restaurants. Mr. Feltenstein then founded Sagittarius Brands, and acquired Captain D’s Restaurants and Del Taco Restaurants. Mr. Feltenstein is currently an operating partner at Sentinel Capital Partners, a position he has held since 2010. He is a former trustee and Chairman of Boston University’s Audit Committee and currently serves as the university’s Overseer and Trustee Emeritus. He is also a member of the Board of Advisors for Boston University’s School of Hospitality Administration and was Chairman of its board from 1988 to 1991. He is a Past Chairman of the International Franchise Association (IFA), and former Chairman of the IFA’s Educational Foundation. He is the recipient of IFA’s Entrepreneur of the Year Award and a member of the IFA’s Hall of Fame. Additionally, he is Chairman of the Board of Trustees of The Shul of Bal Harbor, and a member of the Board of Directors of One Family Health, which uses the business format franchise model to open clinics in sub-Saharan African villages. At the present time, he serves on the boards of Captain D’s, Fazioli’s, Hooters, The Honey Baked Ham Company, Newk’s Eatery and TGI Friday’s, all of which are privately held companies. He also serves as a director of The Tutor Perini Corporation, a publicly-traded company and is an advisory board member to Bright Star Health Care. His prior brand affiliations include Wingstop, Focus Brands, Massage Envy, McAlister’s Deli, Interim Health Care, Southern California Pizza Company, Checkers / Rally’s, Tony Roma’s, Inscape Publishing and Mrs. Fields Famous Brands. Mr. Feltenstein graduated from Boston University with a B.A. in Public Relations and Communications. Our board of directors has determined that Mr. Feltenstein’s deep industry, private equity and marketing experience qualifies him to serve as one of our directors.

Kate Lavelle will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Ms. Lavelle has over 20 years of experience in finance and accounting, including 12 years in the restaurant and food service industry. Ms. Lavelle began her career at Arthur Andersen LLP where for more than 10 years she served as Senior Audit Manager in charge of administration of audits and other professional engagements. From 1998 until 2004, Ms. Lavelle worked at LSG Sky Chefs, a wholly owned subsidiary of Lufthansa Airlines in various management positions culminating in her role as Global Senior Vice President for Finance and Chief Accounting Officer. Ms. Lavelle served as the Executive Vice President and Chief Financial Officer of Dunkin’ Brands, Inc. from 2004 until 2010. Ms. Lavelle currently serves on the board of directors and Audit Committee of Wingstop and is a director of Good2Go. She also served on the board of directors of Sonic Corp. from 2012 until the company’s sale in 2018 and was chairman of the Audit Committee from 2014 until 2018. Ms. Lavelle has also served as a director of Jones Lang LaSalle, a global financial and professional services firm from 2013 to 2015. Ms. Lavelle graduated from Tulane University with a B.S. in Management. Our board of directors has determined that Ms. Lavelle’s extensive expertise in finance and direct knowledge and understanding of franchising, restaurant operations and management experience qualifies her to serve as one of our directors.

Scott McLain will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. McLain has more than 25 years of experience as an executive, operator and investor, including 17 years at Sonic Corp where he served in various positions including President, Chief Financial Officer and Chief Strategy Officer. He also currently has an ownership interest in 30 franchised SONIC Drive-Ins. Since 2014, Mr. McLain has served as Chief Investment Officer for HL Investments, the outside investment arm for the Green Family and Hobby Lobby. He is a member of the Board of Directors of Barkley (one the nation’s largest independent advertising agencies), American College of Education and Martin Bionics. He also serves a member of the Advisory Boards for Southlake Equity Group and BancFirst, Oklahoma City. He is a member of the board of SALLT Leadership Training and serves as a trustee for the Oklahoma County Finance Authority. Mr. McLain graduated from Baylor University with a B.B.A. in Accounting and Marketing. He holds an M.B.A. in Finance from the University of Texas at Austin. Our board of directors has determined that Mr. McLain’s experience as a senior executive and investor qualifies him to serve as one of our directors.