PURCHASE AGREEMENT

(a)   Offering Circulars; Certain Defined Terms .  The Company has prepared or will prepare a Preliminary Offering Circular and a Final Offering Circular.

For purposes of this Agreement:

(b)   Disclosure .  As of the date of this Agreement, the Final Offering Circular does not, and as of the Closing Date, the Final Offering Circular will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  At the Applicable Time, and as of the Closing Date, neither (i) the General Disclosure Package, nor (ii) the Supplemental Marketing Material, when considered, as an aggregate, together with the General Disclosure Package, included, or will include, any untrue statement of a material fact or omitted, or will omit, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding two sentences do not apply to statements in or omissions from the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material based upon written information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(c)   Good Standing of the Company and the Guarantors . The Company and each Guarantor has been duly organized or incorporated and is existing and in good standing under the laws of the jurisdiction of its organization or incorporation, with power and authority (corporate

and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company and each Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except for when failure to be qualified or good standing would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business or properties of the Company, the Guarantors and their respective subsidiaries taken as a whole (“ Material Adverse Effect ”).

(d)   Subsidiaries .  Each “ significant subsidiary ”, as such term is defined in Rule 1-02(w) of Regulation S-X of the Company and each significant subsidiary, as such term is defined in Item 1-02(w) of Regulation S-X of the Guarantors has been duly incorporated and is existing and in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each significant subsidiary of the Company and each significant subsidiary of the Guarantors is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except for when failure to be qualified or good standing would not constitute a Material Adverse Effect; all of the issued and outstanding capital stock of each significant subsidiary of the Company and each significant subsidiary of the Guarantors has been duly authorized and validly issued and is fully paid and nonassessable; and except as described in the General Disclosure Package or the Final Offering Circular, and except for any such liens, encumbrances, defects incurred pursuant to the Credit Agreement, the capital stock of each significant subsidiary owned by the Company or each Guarantor, directly or through significant subsidiaries, is owned free from liens, encumbrances and defects.

(e)   Corporate Structure .  The entities listed on Schedule D hereto are the only subsidiaries, direct or indirect, of the Company.

(f)   Indenture; Offered Securities .  The Indenture has been duly and validly authorized by the Company and the Guarantors and, when duly executed and delivered by the Company and the Guarantors (assuming the due authorization, execution and delivery thereof by the Trustee), will be a legally binding and valid obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Indenture, when executed and delivered, will conform in all material respects to the description thereof in the General Disclosure Package and the Final Offering Circular.   The Offered Securities have been duly and validly authorized for issuance and sale to the Purchasers by the Company. When the Offered Securities are issued and executed by the Company, authenticated by the Trustee and delivered by the Company against payment therefor by the Purchasers in accordance with the terms of this Agreement and the Indenture, the Offered Securities will be legally binding and valid obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.  The Offered Securities, when issued, authenticated and delivered, will conform in all material respects to the description thereof in the General Disclosure Package and the Final Offering Circular.

(g)   Trust Indenture Act .  On the Closing Date, the Indenture will conform in all material respects to the requirements of the United States Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.

(h)   No Finder’s Fee .  Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage commission, finder’s fee or other like payment in connection with the issuance of the Offered Securities.

(i)   Registration Rights Agreement .  The Registration Rights Agreement has been duly authorized by the Company and the Guarantors; and, when the Registration Rights Agreement has been duly executed and delivered by the Company and the Guarantors, and assuming the due authorization, execution and delivery by the Representatives, will be the valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except that any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations.

(j)   Exchange Securities .  On the Closing Date, the Exchange Securities will have been duly authorized by the Company; and when the Exchange Securities are issued and executed by the Company and authenticated by the Trustee in accordance with the terms of the Exchange Offer and the Indenture and delivered by the Company, the Exchange Securities will be entitled to the benefits of the Indenture and will be the valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(k)   Guarantee .  The Guarantee to be endorsed on the Offered Securities by each Guarantor has been duly authorized by such Guarantor; and, when the Offered Securities are issued and executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and delivered by the Company against payment pursuant to this Agreement, the Guarantee of each Guarantor endorsed thereon will have been duly executed and delivered by each such Guarantor, will conform to the description thereof contained in the Final Offering Circular and will constitute valid and legally binding obligations of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.  The Guarantee to be endorsed on the Exchange Securities by each Guarantor has been duly authorized by such Guarantor; and, when issued, will have been duly executed and delivered by each such Guarantor and will conform, in all material respects, to the description thereof contained in the Final Offering Circular.  When the Exchange Securities have been issued and executed by the Company and authenticated by the Trustee in accordance with the terms of the Exchange Offer and the Indenture and delivered by the Company, the Guarantee of each Guarantor endorsed thereon will constitute valid and legally binding obligations of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(l)   No Registration Rights .  There are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Offered Securities and Guarantees registered pursuant to any Registration Statement.

(m)   Absence of Further Requirements .  Assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in Section 4 of this Agreement and except as disclosed in the General Disclosure Package, no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) by the Company or by the Guarantors is required for the consummation of the transactions contemplated by this Agreement, the Indenture and the Registration Rights Agreement in connection with the offering, issuance and sale of the Offered Securities and the Guarantees by the Company and the Guarantors except for the order of the Commission declaring

effective the Exchange Offer Registration Statement or, if required, the Shelf Registration Statement (each as defined in the Registration Rights Agreement).

(n)   Title to Property .  Except as disclosed in the General Disclosure Package and except as would not constitute a Material Adverse Effect, the Company, the Guarantors and their respective subsidiaries have good and valid title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects (a “Lien”) that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them except as are permitted under the Indenture; and except as disclosed in the General Disclosure Package and except as would not constitute a Material Adverse Effect, the Company, the Guarantors and their respective subsidiaries hold any material leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them.

(o)   Absence of Defaults and Conflicts Resulting from Transaction . Except as set forth in the General Disclosure Package and assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in Section 4 of this Agreement, the execution, delivery and performance of the Indenture, this Agreement and the Registration Rights Agreement, and the issuance and sale of the Offered Securities and Guarantees and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any Lien upon any property or assets of the Company, the Guarantors or any of their respective subsidiaries pursuant to, (i) the organizational documents of the Company, the Guarantors or any of their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors or any of their respective subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors or any of their respective subsidiaries is a party or by which the Company, the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Guarantors or any of their respective subsidiaries is subject except, in the cases of clauses (ii) and (iii), for such breach, violation, default of a Debt Repayment Triggering Event or Lien that would not constitute a Material Adverse Effect; a “ Debt Repayment Triggering Event ” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors or any of their respective subsidiaries.

(p)   Absence of Existing Defaults and Conflicts .  None of the Company, the Guarantors or their respective subsidiaries is in violation of their respective organizational documents or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.  The agreements listed in Schedule E are the only material agreements of the Company and the Guarantors.

(q)   Authorization of Agreement.   This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

(r)   Possession of Licenses and Permits .  The Company, the Guarantors and their respective subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits (“ Licenses ”) necessary or material to the conduct of the business now conducted as described in the General Disclosure Package except as would not constitute a Material Adverse Effect and have not received any written notice of proceedings

relating to the revocation or modification of any Licenses, which proceeding could reasonably be expected individually or in the aggregate to result in a Material Adverse Effect.

(s)   Absence of Labor Dispute .  No labor dispute with the employees of the Company or the Guarantor or any of their respective subsidiaries exists or, to the knowledge of the Company or the Guarantors, is imminent, in each case, that would have a Material Adverse Effect.

(t)   Possession of Intellectual Property .  The Company, the Guarantors and their respective subsidiaries own, possess, lease or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know how, patents, copyrights, confidential information and other intellectual property (collectively, “ intellectual property rights ”) necessary to conduct the business now operated by them except as would not constitute a Material Adverse Effect, or presently employed by them, and have not received any written notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights, which infringement or conflict could reasonably be expected individually or in the aggregate to result in a Material Adverse Effect.

(u)   Environmental Laws .  Except as disclosed in the General Disclosure Package, none of the Company, the Guarantors or their respective subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ environmental laws ”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(v) Accurate Disclosure.   The statements in the General Disclosure Package and the Final Offering Circular under the headings “Business-Legal Proceedings” and “Business- Governmental Regulations” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries in all material respects of such legal matters, agreements, documents or proceedings and present the information required to be shown.

(w)   Absence of Manipulation. None of the Company, the Guarantors and their respective affiliates has, either alone or with one or more other persons, bid for or purchased for any account in which it or any of its affiliates had a beneficial interest any Offered Securities or attempted to induce any person to purchase any Offered Securities.

(x)

Internal Controls and Compliance with the Sarbanes-Oxley Act .  Except as set forth in the General Disclosure Package, the Company, the Guarantors and their respective subsidiaries in all material respects are in compliance with Sarbanes-Oxley.  The Company and the Guarantors are subject to a system of internal controls maintained by Wendy’s/Arby’s Group, Inc., including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal control audit function and legal and regulatory compliance controls (collectively, “ Internal Controls ”), are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(z)   Financial Statements .  The historical financial statements included in the General Disclosure Package   present fairly in all material respects the financial position of the Company, the Guarantors and their respective consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; and the assumptions used in preparing the pro forma financial statements included in the General Disclosure Package   provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(aa)   No Material Adverse Change in Business .  Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest unaudited financial statements included in the General Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business or properties of the Company, the Guarantors and their respective subsidiaries, taken as a whole, that has had a Material Adverse Effect;   (ii) except as disclosed in or contemplated by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company or the Guarantors on any class of their capital stock and (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company, the Guarantors and their respective subsidiaries.

(bb)   Investment Company Act . Neither the Company nor any Guarantor is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “ Investment Company Act ”); and neither the Company nor any Guarantor is and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will be an “investment company” as defined in the Investment Company Act.

(cc)   Regulations T, U, X .  Neither the Company nor any Guarantor nor any of their respective subsidiaries nor any agent thereof  (other than the Purchasers, as to whom the Company makes no representations) acting on their behalf has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Offered Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(dd)   Ratings .  Except as described in the General Disclosure Package and the announcements by each of Standard & Poor’s Ratings Service and Moody’s Investors Service prior to the date hereof, no “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) (i) has imposed (or has informed the Company or any Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company’s or any Guarantor’s retaining any rating assigned to the Company or any Guarantor or

any securities of the Company or any Guarantor or (ii) has indicated to the Company or any Guarantor that it is considering any of the actions described in Section 7(b)(ii) hereof.

(ee)   Class of Securities Not Listed .  No securities of the same class (within the meaning of Rule 144A(d)(3)) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(ff)   No Registration .  Assuming the accuracy of, compliance by the Purchasers with the representations, warranties and agreements set forth in Section 4 of the Agreement, and assuming compliance by holders of the Offered Securities with the transfer restrictions thereof, the offer and sale of the Offered Securities in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof, Rule 144A and Regulation S thereunder; and it is not necessary to qualify an indenture in respect of the Offered Securities under the Trust Indenture Act.

(gg)   No General Solicitation; No Directed Selling Efforts .  Neither the Company, nor any Guarantor, nor any of their respective affiliates, nor any person acting on its or their behalf (other than the Purchasers, as to whom the Company makes no representations) (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S (“ Regulation S ”) under the Securities Act, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S.  The Company, the Guarantors, their respective affiliates and any person acting on its or their behalf (other than the Purchasers, as to whom the Company makes no representations) have complied and will comply with the offering restrictions requirement of Regulation S. Neither the Company nor any Guarantor has entered and neither the Company nor any Guarantor will enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement and the Registration Rights Agreement.

(hh) FCPA .  Neither the Company, the Guarantors nor any of their significant subsidiaries nor, to the knowledge of the Company or the Guarantors, any director, officer, agent, employee or affiliate of the Company, the Guarantors or any of their significant subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, the Guarantors, their significant subsidiaries and, to the knowledge of the Company or the Guarantors, their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and neither the Company, the Guarantors nor any of their significant subsidiaries nor, to the knowledge of the Company or the Guarantors, any director, officer, agent, employee or affiliate of the Company, the Guarantors or any of their significant subsidiaries or has otherwise made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ii) Money Laundering Laws .  The operations of the Company, the Guarantors and their significant subsidiaries are and have been conducted at all times in material compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, the Guarantor or any of their significant subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(jj)   OFAC . Neither the Company, the Guarantors nor any of their significant subsidiaries nor, to the knowledge of the Company or the Guarantors, any director, officer, agent, employee or affiliate of the Company, the Guarantors or any of their significant subsidiaries is currently subject to any U.S. sanctions administered by the Offi