If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously
submitted.
The proxy statement and additional materials are available on our Investors website at:
http://ir.habitburger.com/financial-information/sec-filings
By Order of the Board of Directors,
Russell W. Bendel
Chief
Executive Officer and President
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication contain forward-looking statements within the meaning of the federal securities laws, including the
Private Securities Litigation Reform Act of 1995. In some cases, words such as anticipates, expects, intends, plans, projects, believes, may, will,
would, could, should, seeks, estimates and variations on these words and similar expressions may identify such forward-looking statements, although not all forward-looking statements
contain these words. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are based on current expectations, estimates, assumptions, or projections
concerning future results or events, including, without limitation, the projected closing date for the transaction, the anticipated benefits of the transaction, and the future earnings and performance of Parent or any of its businesses.
Forward-looking statements are neither predictions nor guarantees of future events, circumstances, or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ
materially from those indicated by those statements. We cannot assure you that any of the expectations, estimates, or projections expressed herein will be achieved. Numerous factors related to the transaction could cause actual results and events to
differ materially from those expressed or implied by forward-looking statements, including, without limitation: the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to satisfy any of the conditions to
the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of the Company; the timing to consummate the proposed transaction; the occurrence of any event, change, or other circumstance that could
give rise to the termination of the merger agreement between the parties; the effect of the pendency of the proposed transaction on Parent and the Companys business relationships, operating results and business generally; the risk that the
proposed transaction may disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the ability to achieve the synergies and value creation contemplated; Parents ability
to promptly and effectively integrate the Companys businesses; the risk that revenues following the transaction may be lower than expected; the risk that operating costs and business disruption (including, without limitation, difficulties in
maintaining relationships with employees and suppliers) may be greater than expected; the assumption of unexpected risks and liabilities; the outcome of any legal proceedings that have been or may be instituted related to the proposed transaction;
the diversion of and attention of management of both Parent and the Company on transaction-related issues; the success of Parents refranchising strategy; and the other factors discussed in Risk Factors in Parents Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, the Companys Annual Report on Form 10-K for the fiscal year ended December 25, 2018 and
subsequent filings with the SEC made by both Parent and the Company, which are available at http://www.sec.gov. Parent and the Company assume no obligation to update the information in the communication, except as otherwise required by law.
Accordingly, you should not place undue reliance on these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company filed with the SEC a Definitive Proxy Statement on Schedule 14A on February 19, 2020 and began mailing
the Definitive Proxy Statement and proxy card on or around February 19, 2020. The proxy statement contains important information about the proposed Merger and related