Wendy's International (WEN)

Registration Rights Agreement

The Registration Rights Agreement, which was initially entered into by DFR and Triarc Deerfield Holdings, LLC but may be subsequently entered into by any and all of the other members of Deerfield, provides, among other things, that DFR must file, no later than 30 days after entering into the Registration Rights Agreement, a shelf registration statement with the Securities and Exchange Commission (“SEC”) registering the resale of “registrable securities”. The Registration Rights Agreement defines “registrable securities” as shares of DFR Preferred Stock issued pursuant to the Merger Agreement, shares of DFR Common Stock previously held by Deerfield that are being distributed pursuant to the Merger Agreement and shares of DFR Common Stock issuable upon conversion of the DFR Preferred Stock.

Pursuant to the Registration Rights Agreement, DFR must use commercially reasonable efforts to keep the registration statement continuously effective (subject to specified limitations) for a period of two years or until such shares of DFR Preferred Stock or DFR Common Stock, as the case may be, cease to be “registrable securities” under the Registration Rights Agreement. In addition, the Registration Rights Agreement grants additional “demand” and “piggyback” registration rights to holders of the “registrable securities” after the resale registration statement described above is no longer required to be kept effective.