BOJA / Bojangles, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Bojangles, Inc.
US ˙ NASDAQ
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1630132
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bojangles, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 7, 2019 15-12B

BOJA / Bojangles, Inc. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-37374 BOJANGLES’, INC. (Exact name of registrant as specified in

January 29, 2019 EX-99.2

MEMBERS OF A GROUP

EX-99.2 CUSIP No. 097488100 13G/A Page 29 of 29 Exhibit 2 MEMBERS OF A GROUP Advent International Corporation Advent International LLC Advent-Bojangles’ Acquisition Limited Partnership Advent-Bojangles’ GP LLC GPE VI GP Limited Partnership GPE VI GP (Delaware) Limited Partnership Advent Partners GPE VI 2008 Limited Partnership Advent Partners GPE VI 2009 Limited Partnership Advent Partners GPE VI

January 29, 2019 SC 13G/A

BOJA / Bojangles, Inc. / ADVENT INTERNATIONAL CORP/MA - SCHEDULE 13G/A (AMENDMENT NO. 2) Passive Investment

Schedule 13G/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BOJANGLES’, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 097488100 (CUSIP Number) Bryan Dornfried, Advent International, 800 Boylston Street, Boston, MA 02199 (Name, Address

January 29, 2019 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-99.1 CUSIP No. 097488100 13G/A Page 27 of 29 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing addition

January 28, 2019 S-8 POS

BOJA / Bojangles, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 28, 2019 Registration No.

January 28, 2019 POS AM

BOJA / Bojangles, Inc. POS AM

POS AM As filed with the Securities and Exchange Commission on January 28, 2019 Registration No.

January 28, 2019 EX-3.2

Amended and Restated Bylaws of Bojangles’, Inc.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BOJANGLES’, INC. Incorporated under the laws of the State of Delaware (Adopted as of January 28, 2019) AMENDED AND RESTATED BYLAWS OF BOJANGLES’, INC. ARTICLE I. OFFICES Section 1.1 Registered Office. The registered office of Bojangles’, Inc. (the “Company”) within the State of Delaware shall be 1251 Little Falls Drive, Wilmington, Delaware 19808.

January 28, 2019 EX-99.1

Bojangles’, Inc., Durational Capital Management and The Jordan Company Complete Acquisition

EX-99.1 Exhibit 99.1 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 David Millar/Danya Al-Qattan Sard Verbinnen & Co 212.687.8080 Bojangles’, Inc., Durational Capital Management and The Jordan Company Complete Acquisition CHARLOTTE, N.C. — (Globe Newswire) — January 28, 2019 — Bojangles’, Inc. (“Bojangles’” or the “Company”) (NASDAQ: BOJA) announced that its all-cas

January 28, 2019 EX-3.1

Amended and Restated Certificate of Incorporation of Bojangles’, Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOJANGLES’, INC. FIRST: The name of the corporation is Bojangles’, Inc. (hereinafter called the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at that add

January 28, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 28, 2019 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization)

January 10, 2019 EX-99.1

Bojangles’, Inc. Stockholders Approve Acquisition by Durational Capital Management and The Jordan Company

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 David Millar/Danya Al-Qattan Sard Verbinnen & Co 212.687.8080 Bojangles’, Inc. Stockholders Approve Acquisition by Durational Capital Management and The Jordan Company CHARLOTTE, N.C. — (Globe Newswire) — January 10, 2019 — Bojangle

January 10, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 10, 2019 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

December 31, 2018 DEFA14A

BOJA / Bojangles, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

December 31, 2018 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 31, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization)

December 13, 2018 DEFA14A

BOJA / Bojangles, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

December 10, 2018 DEFM14A

BOJA / Bojangles, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 30, 2018 PREM14A

BOJA / Bojangles, Inc. PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 9, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 5, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

November 9, 2018 EX-10.2

Form of Bojangles’, Inc. Retention Bonus Plan Award Agreement

EX-10.2 EXHIBIT 10.2 BOJANGLES’, INC. RETENTION BONUS PLAN AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Bojangles’ Inc. Retention Bonus Plan (the “Retention Plan”) shall have the same defined meanings in this Retention Bonus Plan Award Agreement (the “Retention Award Agreement”). 1. Notice of Award Grant. The undersigned Participant has been granted an Award pursuant t

November 9, 2018 EX-10.1

Bojangles’, Inc. Retention Bonus Plan

EX-10.1 EXHIBIT 10.1 BOJANGLES’, INC. RETENTION BONUS PLAN 1. Purpose. This purpose of the Bojangles’, Inc. Retention Bonus Plan (the “Retention Plan”) is to reward certain key employees of Bojangles’, Inc. (the “Company”) for their contributions to the Company and to provide them with an additional incentive to remain with the Company as it works to negotiate and complete a potential corporate tr

November 9, 2018 EX-2.1

Agreement and Plan of Merger, dated as of November 5, 2018, by and among Walker Parent, Inc., Walker Merger Sub, Inc. and Bojangles’, Inc.

EX-2.1 EXHIBIT 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGER by and among WALKER PARENT, INC., WALKER MERGER SUB, INC., and BOJANGLES’, INC. Dated as of November 5, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.01 The Merger 2 SECTION 1.02 Closing 2 SECTION 1.03 Effective Time 2 SECTION 1.04 Effects of the Merger 2 SECTION 1.05 Certificate of Incorporation and Bylaws of the Survivin

November 9, 2018 DEFA14A

BOJA / Bojangles, Inc. 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 5, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

November 9, 2018 EX-2.1

Agreement and Plan of Merger, dated as of November 5, 2018, by and among Walker Parent, Inc., Walker Merger Sub, Inc. and Bojangles’, Inc.

EX-2.1 EXHIBIT 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGER by and among WALKER PARENT, INC., WALKER MERGER SUB, INC., and BOJANGLES’, INC. Dated as of November 5, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.01 The Merger 2 SECTION 1.02 Closing 2 SECTION 1.03 Effective Time 2 SECTION 1.04 Effects of the Merger 2 SECTION 1.05 Certificate of Incorporation and Bylaws of the Survivin

November 9, 2018 EX-10.1

Bojangles’, Inc. Retention Bonus Plan

EX-10.1 EXHIBIT 10.1 BOJANGLES’, INC. RETENTION BONUS PLAN 1. Purpose. This purpose of the Bojangles’, Inc. Retention Bonus Plan (the “Retention Plan”) is to reward certain key employees of Bojangles’, Inc. (the “Company”) for their contributions to the Company and to provide them with an additional incentive to remain with the Company as it works to negotiate and complete a potential corporate tr

November 9, 2018 EX-10.2

Form of Bojangles’, Inc. Retention Bonus Plan Award Agreement

EX-10.2 EXHIBIT 10.2 BOJANGLES’, INC. RETENTION BONUS PLAN AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Bojangles’ Inc. Retention Bonus Plan (the “Retention Plan”) shall have the same defined meanings in this Retention Bonus Plan Award Agreement (the “Retention Award Agreement”). 1. Notice of Award Grant. The undersigned Participant has been granted an Award pursuant t

November 8, 2018 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2018 Returns to Positive System-Wide Comparable Restaurant Sales Provides Update on its Restaurant Portfolio Optimization Program

EX-99.1 Exhibit 99.1 Bojangles’, Inc. – Fiscal Year 2018 Third Fiscal Quarter 2018 Results For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2018 Returns to Positive System-Wide Comparable Restaurant Sales Provides Update on its Re

November 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 8, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

November 8, 2018 10-Q

BOJA / Bojangles, Inc. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 6, 2018 DEFA14A

BOJA / Bojangles, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prel

November 6, 2018 DEFA14A

BOJA / Bojangles, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prel

November 6, 2018 DEFA14A

BOJA / Bojangles, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prel

November 6, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 6, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

November 6, 2018 EX-99.1

Bojangles’, Inc. to be Acquired by Durational Capital Management and The Jordan Company for $16.10 Per Share

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 David Millar/Danya Al-Qattan Sard Verbinnen & Co 212.687.8080 Bojangles’, Inc. to be Acquired by Durational Capital Management and The Jordan Company for $16.10 Per Share CHARLOTTE, N.C. — (Globe Newswire) — November 6, 2018 — Bojan

November 6, 2018 EX-99.1

Press Release, dated November 6, 2018.

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 David Millar/Danya Al-Qattan Sard Verbinnen & Co 212.687.8080 Bojangles’, Inc. to be Acquired by Durational Capital Management and The Jordan Company for $16.10 Per Share CHARLOTTE, N.C. — (Globe Newswire) — November 6, 2018 — Bojan

November 6, 2018 DEFA14A

BOJA / Bojangles, Inc. 8-K

DEFA14A 1 d561154d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 6, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporati

August 2, 2018 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Second Fiscal Quarter 2018 Announces Launch of Restaurant Portfolio Optimization Program Updates Guidance for its Fiscal Year 2018

EX-99.1 Exhibit 99.1 Bojangles’, Inc. – Fiscal Year 2018 Second Fiscal Quarter 2018 Results Page 1 of 12 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its Second Fiscal Quarter 2018 Announces Launch of Restaurant Portfolio Optimization Program Updates

August 2, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 2, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commis

August 2, 2018 EX-10.1

Form of Restricted Stock Units Award Agreement under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan.*

EX-10.1 Exhibit 10.1 Award Agreement for Restricted Stock Units under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made by Bojangles’, Inc. (the “Company”) to the participant named on the grant schedule attached hereto (the “Grantee”), dated as of the date set forth on the grant schedule attached hereto (

August 2, 2018 10-Q

BOJA / Bojangles, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 8, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 7, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commissi

May 8, 2018 EX-99.1

Bojangles’, Inc. Reports Financial Results for its First Fiscal Quarter 2018 Reiterates Guidance for its Fiscal Year 2018

EX-99.1 Exhibit 99.1 Bojangles’, Inc. – Fiscal Year 2018 First Fiscal Quarter 2018 Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its First Fiscal Quarter 2018 Reiterates Guidance for its Fiscal Year 2018 CHARLOTTE, N.C. — (Globe Ne

May 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 8, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commissio

May 8, 2018 10-Q

BOJA / Bojangles, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 20, 2018 DEFA14A

BOJA / Bojangles, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) ANNUAL INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stat

April 20, 2018 DEF 14A

BOJA / Bojangles, Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2018 10-K

BOJA / Bojangles, Inc. FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2018 EX-21

List of Subsidiaries of the Company.*

EX-21 Exhibit 21 LIST OF SUBSIDIARIES Set forth is a list of the subsidiaries of Bojangles’, Inc.

March 6, 2018 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Fourth Fiscal Quarter and Fiscal Year 2017 Provides Annual Guidance for its Fiscal Year 2018

EX-99.1 Bojangles’, Inc. – Fiscal Year 2017 Fourth Fiscal Quarter 2017 Results Page 1 of 11 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its Fourth Fiscal Quarter and Fiscal Year 2017 Provides Annual Guidance for its Fiscal Year 2018 CHAR

March 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 6, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

March 5, 2018 EX-99.1

Bojangles’, Inc. Appoints Current Director James “Randy” Kibler as Interim President and CEO Company Accepts Resignation from Clifton Rutledge

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Appoints Current Director James “Randy” Kibler as Interim President and CEO Company Accepts Resignation from Clifton Rutledge CHARLOTTE, N.C. — (Globe Newswire) — March 5, 2018 — Bojangles’, Inc. (Bojangles’) (NASDA

March 5, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 5, 2018 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

March 5, 2018 EX-10.2

Letter Agreement, dated March 5, 2018, by and between Bojangles’ Restaurants, Inc. and James R. Kibler (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 5, 2018).

EX-10.2 Exhibit 10.2 March 5, 2018 Via Hand Delivery James R. Kibler Dear Mr. Kibler: On behalf of Bojangles’ Restaurants, Inc. (the “Company”), this letter will confirm your appointment and agreement to serve as the Interim President and Interim Chief Executive Officer of both the Company and its parent corporation, Bojangles’, Inc. (the “Parent”), commencing March 5, 2018. During your period of

March 5, 2018 EX-10.1

Separation and Release Agreement, dated March 5, 2018, by and between Bojangles’ Restaurants, Inc. and Clifton Rutledge (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 5, 2018).

EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between Clifton Rutledge (the “Executive”) and Bojangles’ Restaurants, Inc. (the “Company”). The Executive and the Company shall be referred to individually as a “Party” and collectively as “Parties”. WHEREAS, the Company and the Executive are parties to an Amended & Restated

December 21, 2017 EX-10.1

Amendment No. 6 dated as of December 20, 2017 between Bojangles’, Inc., Bojangles’ Restaurants, Inc., Bojangles’ International, LLC, BJ Georgia, LLC, BJ Restaurant Development, LLC, the lender parties thereto and Bank of America, N.A., as administrative agent.

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 6 TO CREDIT AGREEMENT This Amendment No. 6 to Credit Agreement dated as of December 20, 2017 (this ?Amendment?), is among BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Borrower?), BOJANGLES?, INC., a Delaware corporation (as successor in interest to BHI Intermediate Holding Corp.) (?Holdings?), BOJANGLES? INTERNATIONAL, LLC, a Delaw

December 21, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 20, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Com

November 1, 2017 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2017 Revises Annual Guidance for its Fiscal Year 2017 Announces $50 Million Share Repurchase Authorization

EX-99.1 Exhibit 99.1 Bojangles’, Inc. – Fiscal Year 2017 Third Fiscal Quarter 2017 Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2017 Revises Annual Guidance for its Fiscal Year 2017 Announces $50 Million S

November 1, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 31, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization)

November 1, 2017 10-Q

BOJA / Bojangles, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 20, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 19, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Com

September 20, 2017 EX-99.1

Bojangles’, Inc. Appoints Robert F. Hull, Jr. to Board of Directors Company’s Board of Directors Expanded to Eleven Members

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Appoints Robert F. Hull, Jr. to Board of Directors Company?s Board of Directors Expanded to Eleven Members CHARLOTTE, N.C. ? (Globe Newswire) ? September 20, 2017 ? Bojangles?, Inc. (Bojangles?) (NASDAQ: BOJA) today

July 27, 2017 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Second Fiscal Quarter 2017 Revises Annual Guidance for its Fiscal Year 2017

EX-99.1 Exhibit 99.1 Bojangles?, Inc. ? Fiscal Year 2017 Second Fiscal Quarter 2017 Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its Second Fiscal Quarter 2017 Revises Annual Guidance for its Fiscal Year 2017 CHARLOTTE, N.C. ? (Gl

July 27, 2017 8-K

Bojangles 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 27, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

July 27, 2017 10-Q

BOJA / Bojangles, Inc. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 12, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 8, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commissi

May 11, 2017 EX-10.1

Agreement and Release, dated May 5, 2017, between Kenneth E. Avery and Bojangles’ Restaurants, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed May 11, 2017—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 AGREEMENT AND RELEASE THIS AGREEMENT AND RELEASE is made this 17th day of April, 2017, by and between Kenneth E. Avery (?Employee?), and Bojangles? Restaurants, Inc., a Delaware corporation (the ?Company?). WHEREAS, Employee has been employed by the Company and its affiliates as Senior Vice President and Chief Operating Officer; WHEREAS, Employee and the Company entered into a

May 11, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 5, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

May 5, 2017 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 2, 2017 10-Q

Bojangles FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2017 EX-99.1

Bojangles’, Inc. Reports Financial Results for its First Fiscal Quarter 2017 Reiterates Annual Guidance for its Fiscal Year 2017

EX-99.1 Exhibit 99.1 Bojangles?, Inc. ? Fiscal Year 2017 First Fiscal Quarter 2017 Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its First Fiscal Quarter 2017 Reiterates Annual Guidance for its Fiscal Year 2017 CHARLOTTE, N.C. ? (G

May 2, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 2, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

May 1, 2017 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 1, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Comm

May 1, 2017 EX-99.1

Bojangles’® Names New Vice President and Chief of Staff

EX-99.1 Exhibit 99.1 Media Contact: Brian K. Little, Bojangles?, Inc., (704) 519-2118, [email protected] FOR IMMEDIATE RELEASE Bojangles?? Names New Vice President and Chief of Staff Charlotte, N.C. ? May 1, 2017 ? Bojangles?, Inc. (NASDAQ:BOJA) announced today that, effective April 28th, Jayson Romeo has been promoted to Vice President and Chief of Staff for the popular, fast-growing restaura

April 21, 2017 DEFA14A

Bojangles DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) ANNUAL INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confident

April 21, 2017 DEF 14A

Bojangles DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 18, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 17, 2017 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commission

April 12, 2017 EX-99.1

Bojangles’, Inc. Appoints Mark A. Rowan to Board of Directors Convenience store and restaurant veteran will also serve on Audit Committee

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 [email protected] For Media Inquiries: Cliff Cermak of Bojangles? Restaurants, Inc. 704.519.2126 [email protected] FOR IMMEDIATE RELEASE Bojangles?, Inc. Appoints Mark A. Rowan to Board of Directors Convenience store and restaurant veteran will also serve on Audit Committee Charlotte, N.C. ? (Globe Ne

April 12, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 10, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Co

March 7, 2017 10-K

Bojangles FORM 10-K (Annual Report)

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 7, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d348552d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 7, 2017 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or O

March 7, 2017 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Fourth Fiscal Quarter and Fiscal Year 2016 Provides Annual Guidance for its Fiscal Year 2017

EX-99.1 Exhibit 99.1 Bojangles?, Inc. ? Fiscal Year 2016 Fourth Fiscal Quarter 2016 Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its Fourth Fiscal Quarter and Fiscal Year 2016 Provides Annual Guidance for its Fiscal Year 2017 CHAR

March 7, 2017 EX-21

LIST OF SUBSIDIARIES

EX-21 Exhibit 21 LIST OF SUBSIDIARIES Set forth is a list of the subsidiaries of Bojangles’, Inc.

March 6, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 28, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Com

February 13, 2017 SC 13G/A

BOJA / Bojangles, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BOJANGLES’, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 097488100 (CUSIP Number) Richard Terranova, Advent International 75 State Street, Boston MA 02109 (Name, Address and Telephone Number of Per

January 10, 2017 EX-99.1

ICR Conference 2017 January 2017 © 2017 Bojangles’, Inc. This information is confidential and proprietary to Bojangles’, Inc. and may not be copied or reproduced.

EX-99.1 Exhibit 99.1 ICR Conference 2017 January 2017 © 2017 Bojangles’, Inc. This information is confidential and proprietary to Bojangles’, Inc. and may not be copied or reproduced. Cautionary Statements Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical fact included in this presentation are forward-looking statem

January 10, 2017 8-K

Bojangles FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 9, 2017 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (C

December 2, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d303997d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 30, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorpora

December 2, 2016 EX-99.2

Bojangles’, Inc. Announces Pricing of Secondary Offering of Common Stock

EX-99.2 Exhibit 99.2 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Announces Pricing of Secondary Offering of Common Stock CHARLOTTE, N.C. — (Globe Newswire) — November 30, 2016 — Bojangles’, Inc. (“Bojangles’”) (NASDAQ: BOJA) today announced the pricing of the previously announced

December 2, 2016 EX-1.1

BOJANGLES’, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 EXECUTION VERSION BOJANGLES?, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 30, 2016 BOJANGLES?, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT November 30, 2016 Merrill Lynch, Pierce, Fenner & Smith Incorporated Jefferies LLC Wells Fargo Securities, LLC as Representatives of the sever

December 2, 2016 EX-99.1

Bojangles’, Inc. Announces Proposed Secondary Offering of Common Stock

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Announces Proposed Secondary Offering of Common Stock CHARLOTTE, N.C. ? (Globe Newswire) ? November 28, 2016 ? Bojangles?, Inc. (?Bojangles??) (NASDAQ: BOJA) today announced that certain of its stockholders intend t

December 2, 2016 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 28, 2016 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization)

December 1, 2016 424B5

6,000,000 Shares Common Stock

Form 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-214630 PROSPECTUS SUPPLEMENT (To Prospectus dated November 16, 2016) 6,000,000 Shares Common Stock This prospectus supplement relates to the shares of common stock of Bojangles?, Inc.

November 28, 2016 424B5

Subject to Completion Preliminary Prospectus Supplement dated November 28, 2016

Form 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-214630 The information in this preliminary prospectus supplement is not complete and may be changed.

November 28, 2016 8-K

Bojangles 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 23, 2016 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Com

November 21, 2016 CORRESP

Bojangles ESP

Bojangles’, Inc. 9432 Southern Pine Boulevard Charlotte, NC 28273 November 21, 2016 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bojangles’, Inc. Registration Statement on Form S-3 Filed November 16, 2016 Registration No. 333-214630 Ladies and Gentlemen: Bojangles’, Inc., a Delaware corporation (the “Company”), hereby re

November 18, 2016 EX-99.1

Bojangles®, Inc. Appoints Laura Roberts as Vice President, General Counsel, Secretary and Compliance Officer

EX-99.1 Exhibit 99.1 Media Contacts: Brian K. Little, Bojangles? PR/Media Relations (704) 519-2118, [email protected] FOR IMMEDIATE RELEASE Bojangles?, Inc. Appoints Laura Roberts as Vice President, General Counsel, Secretary and Compliance Officer Charlotte, N.C. (Friday, November 18, 2016) (NASDAQ: BOJA) ? Bojangles?, Inc. (Bojangles?) today announced that its board of directors has appointe

November 18, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d300263d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 18, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation

November 16, 2016 S-3

Bojangles S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on November 16, 2016.

November 4, 2016 EX-10.3

Amendment #1 to Amended and Restated Employment Agreement by and between Bojangles’ Restaurants, Inc. and Clifton W. Rutledge, dated November 1, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-Q filed November 4, 2016—Commission File No. 001-37374).

EX-10.3 Exhibit 10.3 Amendment #1 to Amended and Restated Employment Agreement THIS AMENDMENT #1 (this “Amendment”) is made by and between BOJANGLES’ RESTAURANTS, INC. (the “Company”) and CLIFTON RUTLEDGE (“Executive”). WHEREAS, the Company and Executive are parties to an Amended and Restated Employment Agreement entered into on December 18, 2014 (the “Employment Agreement”); and WHEREAS, the part

November 4, 2016 EX-10.2

Amendment No. 5 dated as of October 19, 2016 between Bojangles’, Inc., Bojangles’ Restaurants, Inc., Bojangles’ International, LLC, BJ Georgia, LLC, BJ Restaurant Development, LLC, the lender parties thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q filed November 4, 2016—Commission File No. 001-37374).

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT This Amendment No. 5 to Credit Agreement and Amendment No. 1 to Security Agreement dated as of October 19, 2016 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BOJANGLES’, INC., a Delaware corporation (as successor in interest to B

November 4, 2016 EX-10.1

Second Amendment to Master Distribution Agreement between McLane Foodservice, Inc. and Bojangles’ Restaurants, Inc. dated as of September 7, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q filed November 4, 2016—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 * CONFIDENTIAL TREATEMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATEDLY WITH THE SECURITIES AND EXCHANGE COMMISSION. SECOND AMENDMENT TO MASTER DISTRIBUTION AGREEMENT This Second Amendment to Master Distribution Agreement is entered into effective as of September 7, 2016 by and between Bojangles’ Restaurants, Inc. (“Company”) and McLane Foodservice, Inc. (“McLane”

November 4, 2016 10-Q

BOJA / Bojangles, Inc. 10-Q - Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 3, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 3, 2016 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (

November 3, 2016 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2016 Updates Annual Guidance for its Fiscal Year 2016

EX-99.1 Exhibit 99.1 Bojangles’, Inc. – Fiscal Year 2016 Third Fiscal Quarter Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2016 Updates Annual Guidance for its Fiscal Year 2016 CHARLOTTE, N.C. — (Globe New

October 25, 2016 EX-10.1

Separation Agreement, dated October 19, 2016, between Eric M. Newman and Bojangles’, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed October 25, 2016—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT This SEPARATION AGREEMENT (?Agreement?) is made and entered into by and between Eric M. Newman (?Newman?) and Bojangles?, Inc. and its subsidiaries (?Company?). WHEREAS, Newman was employed as Executive Vice President, Secretary and General Counsel of Company pursuant to an Amended and Restated Employment Agreement effective as of August 18, 2012 (the ?Emp

October 25, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d461515d8k.htm FORM8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 19, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporati

September 23, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d264268d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 19, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation

August 8, 2016 10-Q

BOJA / Bojangles, Inc. 10-Q - Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 8, 2016 EX-10.1

Bojangles’, Inc. Compensation Policy For Non-Employee Directors (Amended and Restated Effective June 8, 2016) (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q filed August 8, 2016—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 BOJANGLES’, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Amended and Restated Effective June 8, 2016) 1. ANNUAL CASH AND STOCK COMPENSATION • Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”) and who is not affiliated with Advent International Corporation. • Annual Cash Re

August 8, 2016 8-K

Bojangles FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 8, 2016 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Co

August 8, 2016 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Second Fiscal Quarter 2016

EX-99.1 Exhibit 99.1 Bojangles?, Inc. ? Fiscal Year 2016 Second Fiscal Quarter Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its Second Fiscal Quarter 2016 CHARLOTTE, N.C. ? (Globe Newswire) ? August 8, 2016 ? Bojangles?, Inc. (Boj

August 1, 2016 CORRESP

Bojangles ESP

CORRESP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.

June 15, 2016 8-K

Bojangles FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 15, 2016 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Com

June 15, 2016 EX-99.1

Cautionary Statements Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements d

EX-99.1 William Blair Annual Growth Stock Conference Investor Presentation June 2016 Exhibit 99.1 Cautionary Statements Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements discuss our current expectations and projections rela

June 10, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d187831d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 8, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Org

May 5, 2016 10-Q

BOJA / Bojangles, Inc. 10-Q - Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 5, 2016 EX-99.1

Bojangles’, Inc. Reports Financial Results for its First Fiscal Quarter 2016 Raises Guidance for Fiscal Year 2016

EX-99.1 Exhibit 99.1 Bojangles’, Inc. – Fiscal Year 2016 First Fiscal Quarter Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles’ Restaurants, Inc. 704.519.2118 Bojangles’, Inc. Reports Financial Results for its First Fiscal Quarter 2016 Raises Guidance for Fiscal Year 2016 CHARLOTTE, NC — (Globe Newswire) — May 5

May 5, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 5, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fi

April 20, 2016 DEFA14A

Bojangles DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) ANNUAL INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confident

April 20, 2016 DEF 14A

Bojangles DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) ANNUAL INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

March 16, 2016 8-K

Bojangles 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 16, 2016 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Commiss

March 16, 2016 EX-99.1

Cautionary Statements Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements d

EX-99.1 BAML 2016 Consumer & Retail Tech Conference Investor Presentation March 2016 Exhibit 99.1 Cautionary Statements Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements discuss our current expectations and projections rela

March 16, 2016 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

March 11, 2016 EX-10.24

BOJANGLES’, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS Effective May 13, 2015

EX-10.24 Exhibit 10.24 BOJANGLES’, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS Effective May 13, 2015 1. ANNUAL CASH AND STOCK COMPENSATION • Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”) and who is not affiliated with Advent International Corporation. • Cash Retainer. Commencing with the

March 11, 2016 10-K

BOJA / Bojangles, Inc. 10-K - Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2016 EX-21

LIST OF SUBSIDIARIES

Exhibit 21 Exhibit 21 LIST OF SUBSIDIARIES Set forth is a list of the subsidiaries of Bojangles’, Inc.

March 10, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 10, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Commission

March 10, 2016 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Fourth Fiscal Quarter and Fiscal Year 2015 Introduces Guidance for its Fiscal Year 2016

EX-99.1 Bojangles?, Inc. ? Fiscal Year 2015 Fourth Fiscal Quarter Results Page 1 of 11 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles? Restaurants, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its Fourth Fiscal Quarter and Fiscal Year 2015 Introduces Guidance for its Fiscal Year 2016 CHARLOTTE, NC

March 8, 2016 EX-99.1

Bojangles’ Appoints Starlette Johnson to Board of Directors Restaurant Industry Veteran will Serve on Audit Committee

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles?, Inc. 704.519.2118 Bojangles? Appoints Starlette Johnson to Board of Directors Restaurant Industry Veteran will Serve on Audit Committee CHARLOTTE, NC ? (Globe Newswire) ? March 8, 2016 ? Bojangles?, Inc. (NASDAQ: BOJA) today announced that Starlette Johnson has

March 8, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d144434d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 8, 2016 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation

February 12, 2016 SC 13G

BOJA / Bojangles, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BOJANGLES’, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 097488100 (CUSIP Number) Richard Terranova, Advent International 75 State Street, Boston MA 02109 (Name, Address and Telephone Number of Person

December 8, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d101249d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 8, 2015 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporati

December 8, 2015 EX-99.1

Investor Presentation

EX-99.1 Investor Presentation December 2015 EXE Exhibit 99.1 Cautionary Statements 2 Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, re

November 4, 2015 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2015 Raises Annual Guidance for Fiscal Year 2015

EX-99.1 Exhibit 99.1 Bojangles?, Inc. ? Fiscal Year 2015 Third Fiscal Quarter Results Page 1 of 11 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Doug Poppen of Bojangles? Restaurants, Inc. 704.940.8685 Bojangles?, Inc. Reports Financial Results for its Third Fiscal Quarter 2015 Raises Annual Guidance for Fiscal Year 2015 CHARLOTTE, NC ? (Globe Newswire) ?

November 4, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 4, 2015 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Commissio

November 4, 2015 EX-10.3

Amendment to Master Distribution Agreement between McLane Foodservice, Inc. and Bojangles’ Restaurants, Inc. dated as of October 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-Q filed November 4, 2015—Commission File No. 001-37374).

Exhibit 10.3 * CONFIDENTIAL TREATEMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATEDLY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT TO MASTER DISTRIBUTION AGREEMENT THIS AMENDMENT TO MASTER DISTRIBUTION AGREEMENT (?Amendment?) is entered into effective as of October 20, 2015 (?Effective Date?) by and between Bojangles? Restaurants, Inc. (?Company?), and McLane Foodservice, Inc

November 4, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37374 Bojang

October 27, 2015 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 26, 2015 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Commissio

September 28, 2015 EX-10.1

Amendment No. 4 dated as of September 25, 2015 between Bojangles’, Inc., Bojangles’ Restaurants, Inc., Bojangles’ International, LLC, BJ Georgia, LLC, BJ Restaurant Development, LLC, the lender parties thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K/A filed September 28, 2015—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 This Amendment No. 4 dated as of September 25, 2015 (this ?Amendment?), is among BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Borrower?), BOJANGLES?, INC., a Delaware corporation (as successor in interest to BHI Intermediate Holding Corp.) (?Holdings?), BOJANGLES? INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORG

September 28, 2015 8-K

Bojangles 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 25, 2015 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Com

September 28, 2015 EX-10.1

AMENDMENT NO. 4

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 This Amendment No. 4 dated as of September 25, 2015 (this ?Amendment?), is among BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Borrower?), BOJANGLES?, INC., a Delaware corporation (as successor in interest to BHI Intermediate Holding Corp.) (?Holdings?), BOJANGLES? INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORG

September 28, 2015 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 25, 2015 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Or

September 9, 2015 EX-10.1

Master Distribution Agreement between McLane Foodservice, Inc. and Bojangles’ Restaurants, Inc. dated as of September 9, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed September 9, 2015—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATEDLY WITH THE SECURITIES AND EXCHANGE COMMISSION. BOJANGLES? RESTAURANTS, INC. McLANE FOODSERVICE, INC. September 9, 2015 McLane Foodservice, Inc. (?McLANE?) Attn: General Counsel 2085 Midway Road Carrollton, TX Telephone: 972.364.2000 Bojangles? Restaurants, Inc. (?COMPANY? OR ?BOJANGLES??) Attn: G

September 9, 2015 8-K

Bojangles FORM 8-K (Current Report/Significant Event)

Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 9, 2015 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commission F

August 6, 2015 EX-99.1

Bojangles’, Inc. Reports Financial Results for its Second Fiscal Quarter 2015 Raises Annual Guidance for Fiscal Year 2015

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles?, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its Second Fiscal Quarter 2015 Raises Annual Guidance for Fiscal Year 2015 CHARLOTTE, NC ? (Globe Newswire) ? August 6, 2015 ? Bojangles?, Inc. (Bojangles?) (NASDAQ: BOJA) today announced financial

August 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 6, 2015 8-K

Bojangles FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 6, 2015 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Co

July 24, 2015 EX-10.1

Amendment No. 3 dated as of July 23, 2015 between Bojangles’ Restaurants, Inc., BHI Intermediate Holding Corp., Bojangles’ International, LLC, BJ Georgia, LLC, BJ Restaurant Development, LLC, the lender parties thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed July 24, 2015—Commission File No. 001-37374).

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 This Amendment No. 3 dated as of July 23, 2015 (this ?Amendment?), is among BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Borrower?), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (?BHI Intermediate?) (to be merged with and into BOJANGLES?, INC., a Delaware corporation (?Holdings?) (as successor in interest to BHI Interme

July 24, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 23, 2015 BOJANGLES’, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Commission F

June 11, 2015 8-K

Bojangles FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 11, 2015 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 State or Other Jurisdiction of Incorporation or Organization) (Com

June 11, 2015 EX-10.2

Form of Incentive Stock Option Agreement under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q filed June 11, 2015—Commission File No. 001-37374).

Exhibit 10.2 INCENTIVE STOCK OPTION AGREEMENT UNDER THE BOJANGLES?, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN THIS INCENTIVE STOCK OPTION AGREEMENT (this ?Agreement?) is made between Bojangles?, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Optionee?). WHEREAS, the Company maintains the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan (the ?Plan?) for the b

June 11, 2015 EX-99.1

Bojangles’, Inc. Reports Financial Results for its First Fiscal Quarter 2015 Provides Annual Guidance for Fiscal Year 2015

EX-99.1 Exhibit 99.1 For Investor Relations Inquiries: Raphael Gross of ICR 203.682.8253 For Media Inquiries: Brian Little of Bojangles?, Inc. 704.519.2118 Bojangles?, Inc. Reports Financial Results for its First Fiscal Quarter 2015 Provides Annual Guidance for Fiscal Year 2015 CHARLOTTE, NC ? (Globe Newswire) ? June 11, 2015 ? Bojangles?, Inc. (Bojangles?) (NASDAQ: BOJA) today announced financial

June 11, 2015 EX-10.1

Form of Restricted Stock Unit Award Agreement under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q filed June 11, 2015—Commission File No. 001-37374).

Exhibit 10.1 Award Agreement for Restricted Stock Units under the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this ?Agreement?) is made by Bojangles?, Inc. (the ?Company?) to the participant named on the grant schedule attached hereto (the ?Grantee?), dated as of the date set forth on the grant schedule attached hereto (the ?Gra

June 11, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

June 11, 2015 EX-10.3

Form of Non-Qualified Stock Option Agreement under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-Q filed June 11, 2015—Commission File No. 001-37374).

Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE BOJANGLES?, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?) is made between Bojangles?, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Optionee?). WHEREAS, the Company maintains the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan (the ?Plan?) f

May 13, 2015 S-8

Bojangles FORM S-8

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bojangles’, Inc.

May 13, 2015 EX-3.1

Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, effective May 12, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s report on Form 8-K filed May 13, 2015—Commission File No. 001-37374).

EX-3.1 Exhibit 3.1 SECOND CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOJANGLES?, INC. (Pursuant to Section 228 and Section 242 of the General Corporation Law of the State of Delaware) Bojangles?, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the

May 13, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 12, 2015 BOJANGLES?, INC. (Exact Name of Issuer as Specified in Charter) Delaware 001-37374 45-2988924 (State or Other Jurisdiction of Incorporation or Organization) (Commission File N

May 13, 2015 EX-3.2

Amended and Restated Certificate of Incorporation of Bojangles’, Inc., effective May 13, 2015 (incorporated by reference to Exhibit 3.2 to the Company’s report on Form 8-K filed May 13, 2015—Commission File No. 001-37374).

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOJANGLES?, INC. Bojangles?, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, as the same may be amended from time to time (the ?DGCL?), hereby certifies as follows: FIRST: The name of the Corporation is Bojangles?, Inc

May 11, 2015 424B4

TABLE OF CONTENTS Market and Industry Data and Forecasts ii Basis of Presentation ii Trademarks and Copyrights v Prospectus Summary 1 The Offering 11 Summary Historical Consolidated and Other Financial Data 13 Risk Factors 18 Cautionary Note Regardin

FINAL PROSPECTUS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 7, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Clifton Rutledge, M.

May 6, 2015 S-1/A

As filed with the Securities and Exchange Commission on May 6, 2015.

AMENDMENT NO. 3 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on May 6, 2015. Registration No. 333-203268 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bojangles’, Inc. (Exact name of registrant as specified in its charter) Delaware 5812 45-2988924 (State

May 5, 2015 CORRESP

Bojangles ESP

Company Acceleration Request Bojangles?, Inc. 9432 Southern Pine Boulevard Charlotte, NC 28273 May 5, 2015 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Anne Nguyen Parker, Assistant Director Re: Bojangles?, Inc. Registration Statement on Form S-1 Filed April 6, 2015, as amended Registration No. 333-203268 Ladies a

May 5, 2015 CORRESP

Bojangles ESP

Underwriters' Acceleration Request VIA EDGAR May 5, 2015 Securities and Exchange Commission 100 F Street, N.

May 4, 2015 CORRESP

Bojangles ESP

SEC Letter 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.

May 4, 2015 8-A12B

Bojangles FORM 8-A

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BOJANGLES?, INC. (Exact name of registrant as specified in its charter) Delaware 45-2988924 (State of incorporation or organization) (I.R.S. Employer Identification No.) 9432 Southern Pi

May 4, 2015 S-1/A

Bojangles AMENDMENT NO. 2 TO FORM S-1

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on May 4, 2015. Registration No. 333-203268 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bojangles?, Inc. (Exact name of registrant as specified in its charter) Delaware 5812 45-2988924 (State

April 27, 2015 EX-3.4

Amended and Restated Bylaws of Bojangles’, Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed April 27, 2015—Commission File No. 333-203268).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF BOJANGLES?, INC. 1. STOCKHOLDERS 1.1. Annual Meeting. An annual meeting of the stockholders of Bojangles?, Inc. (the ?Corporation?) shall be held in each calendar year, on such date and at such time as may be fixed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may properly come before th

April 27, 2015 S-1/A

As filed with the Securities and Exchange Commission on April 27, 2015.

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2015. Registration No. 333-203268 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bojangles’, Inc. (Exact name of registrant as specified in its charter) Delaware 5812 45-2988924 (St

April 27, 2015 CORRESP

Bojangles ESP

CORRESP 1 filename1.htm 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.981.4000 Fax 215.981.4750 April 27, 2015 VIA EDGAR Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director Re: Bojangles’, Inc. Draft Registration Statement on Form S-l Filed April 6, 2015 File No. 333-203268 Ladies and Gent

April 27, 2015 EX-1.1

BOJANGLES’, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 BOJANGLES?, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [ ], 2015 BOJANGLES?, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT [ ], 2015 Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Jefferies LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & S

April 27, 2015 EX-10.22

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE BOJANGLES’, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN

Exhibit 10.22 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE BOJANGLES?, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?) is made between Bojangles?, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Optionee?). WHEREAS, the Company maintains the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan (the ?Plan?)

April 27, 2015 EX-10.19

Bojangles’, Inc. Performance Bonus Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed April 27, 2015—Commission File No. 333-203268).

Exhibit 10.19 BOJANGLES?, INC, PERFORMANCE BONUS PLAN Section 1. Purpose. The purpose of the Bojangles?, Inc. Performance Bonus Plan (the ?Plan?) is to benefit and advance the interests of Bojangles?, Inc., a Delaware corporation (the ?Company?), by rewarding selected employees of the Company and its subsidiaries and divisions (each such subsidiary or division is referred to herein as a ?Business

April 27, 2015 EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BOJANGLES’, INC.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOJANGLES?, INC. Bojangles?, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, as the same may be amended from time to time (the ?DGCL?), hereby certifies as follows: FIRST: The name of the Corporation is Bojangles?, Inc. The C

April 27, 2015 EX-10.20

Form of Restricted Stock Award Agreement under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed April 27, 2015—Commission File No. 333-203268).

Exhibit 10.20 RESTRICTED STOCK AWARD AGREEMENT UNDER THE BOJANGLES?, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN THIS RESTRICTED STOCK AWARD AGREEMENT (this ?Agreement?) is made by and between Bojangles?, Inc. (the ?Company?) and (the ?Participant?). WHEREAS, the Company maintains the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan (the ?Plan?) for the benefit of its empl

April 27, 2015 EX-10.21

INCENTIVE STOCK OPTION AGREEMENT UNDER THE BOJANGLES’, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN

Exhibit 10.21 INCENTIVE STOCK OPTION AGREEMENT UNDER THE BOJANGLES?, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN THIS INCENTIVE STOCK OPTION AGREEMENT (this ?Agreement?) is made between Bojangles?, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Optionee?). WHEREAS, the Company maintains the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan (the ?Plan?) for the

April 27, 2015 EX-10.15

Bojangles’, Inc. Amended and Restated 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed April 27, 2015—Commission File No. 333-203268).

Exhibit 10.15 BOJANGLES?, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN SECTION 1. Purpose; Definitions. The purposes of the Bojangles?, Inc. Amended and Restated 2011 Equity Incentive Plan (the ?Plan?) are to: (a) enable Bojangles?, Inc. (the ?Company?) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, dir

April 27, 2015 EX-24.2

BOJANGLES’, INC. REGISTRATION STATEMENT ON FORM S-1 POWER OF ATTORNEY

Exhibit 24.2 BOJANGLES?, INC. REGISTRATION STATEMENT ON FORM S-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Clifton Rutledge, M. John Jordan and Eric M. Newman and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead,

April 27, 2015 EX-10.23

Grant Schedule Grantee’s name: [Grantee] Grant Date: [Grant Date] 1. Number of Restricted Stock Units granted: [# of RSUs] 2. Vesting: [Subject to the Grantee’s continued service to the Company through the Vesting Date,100% of the Restricted Stock Un

Exhibit 10.23 Grant Schedule Grantee?s name: [Grantee] Grant Date: [Grant Date] 1. Number of Restricted Stock Units granted: [# of RSUs] 2. Vesting: [Subject to the Grantee?s continued service to the Company through the Vesting Date,100% of the Restricted Stock Units will vest on the date of the Company?s next annual stockholder meeting following the Grant Date.] [In the event of a Change in Contr

April 27, 2015 EX-4.1

Specimen of Common Stock Certificate of Bojangles’, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed April 27, 2015—Commission File No. 333-203268).

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.01 Certificate Number ZQ00000000 BOJANGLES? BOJANGLES?, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX Shares * * 000000 ****************** * * * 000000 ***************** **** 000000 ***************

April 21, 2015 CORRESP

Bojangles ESP

3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.

April 6, 2015 EX-10.5

AMENDMENT No. 1 THE ISDA® 2002 MASTER AGREEMENT

EX-10.5 8 d844520dex105.htm EX-10.5 Exhibit 10.5 EXECUTION COPY AMENDMENT No. 1 to THE ISDA® 2002 MASTER AGREEMENT THIS AMENDMENT NO. 1, dated as of October 26, 2012 (this “Amendment”), between BANK OF AMERICA, N.A. (“Party A”) and BOJANGLES’ RESTAURANTS, INC. and each entity listed on Appendix A to the Agreement (defined below) (collectively “Party B”) and W I T N E S S E T H WHEREAS, Party A and

April 6, 2015 EX-21.1

LIST OF SUBSIDIARIES Subsidiary Ownership Percentage Jurisdiction of Incorporation or Organization BHI Intermediate Holding Corp 100 % Delaware Bojangles’ Restaurants, Inc. 100 % Delaware BJ Restaurant Development, LLC 100 % North Carolina BJ Georgia

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Ownership Percentage Jurisdiction of Incorporation or Organization BHI Intermediate Holding Corp 100 % Delaware Bojangles? Restaurants, Inc. 100 % Delaware BJ Restaurant Development, LLC 100 % North Carolina BJ Georgia, LLC 100 % Georgia Bojangles? International, LLC 100 % Delaware

April 6, 2015 EX-10.14

2007 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.14 NONQUALIFIED DEFERRED COMPENSATION PLAN BASIC PLAN DOCUMENT June 2007 TABLE OF CONTENTS PREAMBLE 1 ARTICLE I DEFINITIONS 2 1.1 Account 2 1.2 Adoption Agreement 2 1.3 Affiliate 2 1.4 Aggregated Plan 2 1.5 Beneficiary 2 1.6 Benefit Benchmarks 2 1.7 Board 2 1.8 Change in Control Event 2 1.9 Code 7 1.10 Commissions 7 1.11 Compensation 7 1.12 Compensation Deferral Agreement 7 1.13 Compens

April 6, 2015 S-1

As filed with the Securities and Exchange Commission on April 6, 2015.

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 6, 2015.

April 6, 2015 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BHI HOLDING CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 2 d844520dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BHI HOLDING CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) BHI Holding Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOE

April 6, 2015 EX-10.2

First Amendment to the Credit Agreement, dated May 15, 2013, by and among Bojangles’ Restaurants, Inc., BHI Intermediate Holding Corp., Bank of America N.A., as a lender and administrative agent for all lenders, and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 This Amendment No. 1 dated as of May 15, 2013 (this ?Amendment?), is among BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Borrower?), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (?Holdings?), BOJANGLES? INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ RESTAURANT D

April 6, 2015 EX-10.1

Credit Agreement, dated October 9, 2012, by and among Bojangles’ Restaurants, Inc., BHI Intermediate Holding Corp., Bank of America N.A., as a lender and administrative agent for all lenders, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

EX-10.1 4 d844520dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: 09748EAD9 Revolving Credit Facility CUSIP Number: 09748EAE7 Term Facility CUSIP Number: 09748EAF4 CREDIT AGREEMENT Dated as of October 9, 2012 among BOJANGLES’ RESTAURANTS, INC., as the Borrower, BHI INTERMEDIATE HOLDING CORP., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender an

April 6, 2015 EX-10.12

Severance Letter Agreement, dated December 17, 2013, by and between Kenneth E. Avery and Bojangles’ Restaurants, Inc. (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.12 December 17, 2013 Kenneth E. Avery 5105 St. Clair Street Fort Mill, SC 29715 Re: Severance Letter Dear Kenneth: In recognition of your years of service with Bojangles? Restaurants, Inc. (the ?Company?) and to provide you with some additional comfort in connection with the Company?s search for a new Chief Executive Officer, the Company has decided that you will be eligible to receive

April 6, 2015 EX-10.3

Second Amendment to the Credit Agreement, dated April 11, 2014, by and among Bojangles’ Restaurants, Inc., BHI Intermediate Holding Corp., Bank of America N.A., as a lender and administrative agent for all lenders, and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

EX-10.3 6 d844520dex103.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 This Amendment No. 2 dated as of April 11, 2014 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), BOJANGLES’ INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability comp

April 6, 2015 EX-10.4

International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of June 30, 2009 BANK OF AMERICA, N.A. and Each of the entities listed on Annex A hereto

EX-10.4 7 d844520dex104.htm EX-10.4 Exhibit 10.4 International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of June 30, 2009 BANK OF AMERICA, N.A. and Each of the entities listed on Annex A hereto have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the sched

April 6, 2015 EX-10.16

Non-Qualified Stock Option Award Agreement for Clifton Rutledge pursuant to 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.16 BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the ?Award Agreement?), is made effective as of the 7th day of February, 2014 (the ?Date of Grant?), by and between BHI Holding Corp., a Delaware corporation (the ?Company?), and Clifton Rutledge (the ?Participant?). R E C I T A L S: WHEREAS, the Company has adopted the BHI Holding

April 6, 2015 EX-10.15

BHI HOLDING CORP. 2011 EQUITY INCENTIVE PLAN

EX-10.15 18 d844520dex1015.htm EX-10.15 Exhibit 10.15 BHI HOLDING CORP. 2011 EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. BHI Holding Corp., a Delaware corporation (the “Company”), hereby establishes the 2011 Equity Incentive Plan (this “Plan”) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, dir

April 6, 2015 EX-10.10

Amended and Restated Employment Agreement, dated April 27, 2011, by and between Bojangles’ Restaurants, Inc., BHI Exchange, Inc. and Michael J. Jordan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered by and between BOJANGLES? RESTAURANTS, INC., a Delaware corporation (?Employer? or ?Company?), BHI EXCHANGE, INC., (?BHI?) a Delaware Corporation and MICHAEL J. JORDAN (?Employee?), effective as of April 27, 2011 (the ?Effective Date?). WITNESSETH THAT: WHERE

April 6, 2015 EX-10.13

Employment Agreement, dated December 30, 2013, by and between BHI Holding Corp. and James R. Kibler (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.13 December 30, 2013 James R. Kibler 9423 Southern Pine Boulevard Charlotte, NC 28273 Dear Randy: We are pleased to offer you the position of Non-Executive Chairman of BHI Holding Corp. (the ?Company?) effective as of February 1, 2014 (?Effective Date?). The purpose of this letter agreement is to confirm the terms of your appointment as Non-Executive Chairman of the Board of Directors o

April 6, 2015 EX-10.17

Form of Non-Qualified Stock Option Award Agreement for James R. Kibler, M. John Jordan, and Eric M. Newman pursuant to 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.17 BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the ?Award Agreement?), is made effective as of the 17th day of April, 2012 (the ?Date of Grant?), by and between BHI Holding Corp., a Delaware corporation (the ?Company?), and (the ?Participant?). R E C I T A L S: WHEREAS, the Company has adopted the BHI Holding Corp. 2011 Equity I

April 6, 2015 EX-10.7

STOCKHOLDERS’ AGREEMENT BY AND AMONG BHI HOLDING CORP. ITS STOCKHOLDERS August 18, 2011 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATIONAL MATTERS 2 Section 1.01. Definitions 2 ARTICLE 2 CORPORATE GOVERNANCE 7 Section 2.01. Composition of t

Exhibit 10.7 STOCKHOLDERS? AGREEMENT BY AND AMONG BHI HOLDING CORP. AND ITS STOCKHOLDERS August 18, 2011 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATIONAL MATTERS 2 Section 1.01. Definitions 2 ARTICLE 2 CORPORATE GOVERNANCE 7 Section 2.01. Composition of the Board 7 Section 2.02. Vacancies 8 Section 2.03. Quorum 8 Section 2.04. Expenses 8 Section 2.05. Grant of Proxy 8 ARTICLE 3 RESTRIC

April 6, 2015 EX-10.8

Amended and Restated Employment Agreement, dated December 18, 2014, by and between Bojangles’ Restaurants, Inc. and Clifton W. Rutledge (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.8 EXECUTION VERSION AMENDED & RESTATED EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into on December 18, 2014, effective as of January 27, 2014 (the ?Effective Date?), by and between Clifton Rutledge (?Executive?) and Bojangles? Restaurants, Inc. (the ?Company?). WHEREAS, the Company and Executive entered into an Employment Agreement da

April 6, 2015 EX-10.9

Amended and Restated Employment Agreement, dated August 18, 2012, by and between Bojangles’ Restaurants, Inc., Bojangles’ International, LLC, and BHI Exchange, Inc. and Eric M. Newman (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered by and between BOJANGLES? RESTAURANTS, INC., a Delaware corporation (?Employer? or ?Company?), BOJANGLES? INTERNATIONAL, LLC (?BI?), a Delaware limited liability company; and BHI EXCHANGE, INC., (?BHI?) a Delaware Corporation and ERIC M. NEWMAN (?Employee?), e

April 6, 2015 EX-3.3

AMENDED AND RESTATED BHI HOLDING CORP. (a Delaware corporation) ARTICLE I

EX-3.3 3 d844520dex33.htm EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF BHI HOLDING CORP. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of

April 6, 2015 EX-10.11

Amended and Restated Severance Agreement, dated April 27, 2011, by and between Bojangles’ Restaurants, Inc., BHI Exchange, Inc. and Kenneth E. Avery (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.11 AMENDED AND RESTATED SEVERANCE AGREEMENT THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (the ?Agreement?) is made and entered by and between BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Employer? or the ?Company?) and KENNETH E. AVERY (?Employee?), effective as of April 27, 2011 (the ?Effective Date?). WITNESSTH: WHEREAS, the Company and Employee are parties to a Severan

April 6, 2015 EX-10.6

AMENDMENT No. 2 THE ISDA® 2002 MASTER AGREEMENT

Exhibit 10.6 AMENDMENT No. 2 to THE ISDA? 2002 MASTER AGREEMENT THIS AMENDMENT NO. 2, dated as of May 17, 2013 (this ?Amendment?), between BANK OF AMERICA, N.A. (?Party A?) and BOJANGLES? RESTAURANTS, INC. and each entity listed on Appendix A to the Agreement (defined below) (collectively ?Party B?) and W I T N E S S E T H WHEREAS, Party A and Party B have previously entered into a certain ISDA 20

April 6, 2015 EX-10.18

Non-Qualified Stock Option Award Agreements for Kenneth E. Avery pursuant to 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed April 6, 2015—Commission File No. 333-203268).

Exhibit 10.18 BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the ?Award Agreement?), is made effective as of the 17th day of April, 2012 (the ?Date of Grant?), by and between BHI Holding Corp., a Delaware corporation (the ?Company?), and Kenneth E. Avery (the ?Participant?). R E C I T A L S: WHEREAS, the Company has adopted the BHI Holding Co

March 27, 2015 DRSLTR

Bojangles TR

DRSLTR 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.

March 27, 2015 DRS/A

Bojangles A

Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 27, 2015.

March 11, 2015 DRSLTR

Bojangles TR

DRSLTR 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.

March 11, 2015 EX-10

AMENDMENT NO. 2

EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 This Amendment No. 2 dated as of April 11, 2014 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), BOJANGLES’ INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ RESTAURANT DEVELOPME

March 11, 2015 EX-10

AMENDMENT NO. 1

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 This Amendment No. 1 dated as of May 15, 2013 (this ?Amendment?), is among BOJANGLES? RESTAURANTS, INC., a Delaware corporation (the ?Borrower?), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (?Holdings?), BOJANGLES? INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ RESTAURANT D

March 11, 2015 EX-10

CREDIT AGREEMENT Dated as of October 9, 2012 BOJANGLES’ RESTAURANTS, INC., as the Borrower, BHI INTERMEDIATE HOLDING CORP., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO,

Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: 09748EAD9 Revolving Credit Facility CUSIP Number: 09748EAE7 Term Facility CUSIP Number: 09748EAF4 CREDIT AGREEMENT Dated as of October 9, 2012 among BOJANGLES? RESTAURANTS, INC., as the Borrower, BHI INTERMEDIATE HOLDING CORP., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PART

March 11, 2015 DRS/A

As confidentially submitted to the Securities and Exchange Commission on March 11, 2015. This draft registration statement has not been publically filed with the Securities and Exchange Commission and all information herein remains confidential.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 11, 2015. This draft registration statement has not been publically filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-1 REGISTRATION

January 12, 2015 EX-10

December 30, 2013

EX-10.13 Exhibit 10.13 December 30, 2013 James R. Kibler 9423 Southern Pine Boulevard Charlotte, NC 28273 Dear Randy: We are pleased to offer you the position of Non-Executive Chairman of BHI Holding Corp. (the “Company”) effective as of February 1, 2014 (“Effective Date”). The purpose of this letter agreement is to confirm the terms of your appointment as Non-Executive Chairman of the Board of Di

January 12, 2015 EX-10

BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

EX-10.18 Exhibit 10.18 BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the “Award Agreement”), is made effective as of the 17th day of April, 2012 (the “Date of Grant”), by and between BHI Holding Corp., a Delaware corporation (the “Company”), and Kenneth E. Avery (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the BHI H

January 12, 2015 EX-10

BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

EX-10.16 Exhibit 10.16 BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the “Award Agreement”), is made effective as of the 7th day of February, 2014 (the “Date of Grant”), by and between BHI Holding Corp., a Delaware corporation (the “Company”), and Clifton Rutledge (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the BHI

January 12, 2015 EX-10

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10 12 filename12.htm Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered by and between BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (“Employer” or “Company”), BOJANGLES’ INTERNATIONAL, LLC (“BI”), a Delaware limited liability company; and BHI EXCHANGE, INC., (“BHI”) a Delaware Corporation and ERIC M

January 12, 2015 EX-10

AMENDED & RESTATED EMPLOYMENT AGREEMENT

EX-10.8 Exhibit 10.8 EXECUTION VERSION AMENDED & RESTATED EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on December 18, 2014, effective as of January 27, 2014 (the “Effective Date”), by and between Clifton Rutledge (“Executive”) and Bojangles’ Restaurants, Inc. (the “Company”). WHEREAS, the Company and Executive entered into an Employment Agre

January 12, 2015 EX-10

AMENDED AND RESTATED SEVERANCE AGREEMENT

EX-10.11 Exhibit 10.11 AMENDED AND RESTATED SEVERANCE AGREEMENT THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered by and between BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Employer” or the “Company”) and KENNETH E. AVERY (“Employee”), effective as of April 27, 2011 (the “Effective Date”). WITNESSTH: WHEREAS, the Company and Employee are parties to

January 12, 2015 EX-10

International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of June 30, 2009 BANK OF AMERICA, N.A. and Each of the entities listed on Annex A hereto

EX-10.4 Exhibit 10.4 International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of June 30, 2009 BANK OF AMERICA, N.A. and Each of the entities listed on Annex A hereto have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and th

January 12, 2015 EX-3

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BHI HOLDING CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BHI HOLDING CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) BHI Holding Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That

January 12, 2015 EX-3

AMENDED AND RESTATED BHI HOLDING CORP. (a Delaware corporation) ARTICLE I

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF BHI HOLDING CORP. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of

January 12, 2015 EX-10

AMENDMENT NO. 1

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 This Amendment No. 1 dated as of May 15, 2013 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), BOJANGLES’ INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ REST

January 12, 2015 DRSLTR

BOJA / Bojangles, Inc. DRSLTR - -

DRSLTR 400 Berwyn Park 899 Cassatt Road Berwyn, PA 19312-1183 610.640.7800 Fax 610.640.7835 John P. Duke direct dial: 610.640.7839 direct fax: 267.200.0753 [email protected] January 12, 2015 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Confidential Submission Pursuant to Title 1, Section 106 under t

January 12, 2015 EX-10

AMENDMENT NO. 2

EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 This Amendment No. 2 dated as of April 11, 2014 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), BOJANGLES’ INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ RESTAURANT DEVELOPME

January 12, 2015 EX-10

AMENDMENT No. 2 THE ISDA® 2002 MASTER AGREEMENT

EX-10.6 Exhibit 10.6 AMENDMENT No. 2 to THE ISDA® 2002 MASTER AGREEMENT THIS AMENDMENT NO. 2, dated as of May 17, 2013 (this “Amendment”), between BANK OF AMERICA, N.A. (“Party A”) and BOJANGLES’ RESTAURANTS, INC. and each entity listed on Appendix A to the Agreement (defined below) (collectively “Party B”) and W I T N E S S E T H WHEREAS, Party A and Party B have previously entered into a certain

January 12, 2015 EX-21

LIST OF SUBSIDIARIES Subsidiary Ownership Percentage Jurisdiction of Incorporation or Organization BHI Intermediate Holding Corp 100 % Delaware Bojangles’ Restaurants, Inc. 100 % Delaware BJ Restaurant Development, LLC 100 % North Carolina BJ Georgia

EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Ownership Percentage Jurisdiction of Incorporation or Organization BHI Intermediate Holding Corp 100 % Delaware Bojangles’ Restaurants, Inc. 100 % Delaware BJ Restaurant Development, LLC 100 % North Carolina BJ Georgia, LLC 100 % Georgia Bojangles’ International, LLC 100 % Delaware

January 12, 2015 DRS

BOJA / Bojangles, Inc. DRS - -

DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 12, 2015.

January 12, 2015 EX-10

CREDIT AGREEMENT Dated as of October 9, 2012 BOJANGLES’ RESTAURANTS, INC., as the Borrower, BHI INTERMEDIATE HOLDING CORP., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO,

EX-10.1 Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: 09748EAD9 Revolving Credit Facility CUSIP Number: 09748EAE7 Term Facility CUSIP Number: 09748EAF4 CREDIT AGREEMENT Dated as of October 9, 2012 among BOJANGLES’ RESTAURANTS, INC., as the Borrower, BHI INTERMEDIATE HOLDING CORP., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LEND

January 12, 2015 EX-10

AMENDMENT No. 1 THE ISDA® 2002 MASTER AGREEMENT

EX-10.5 Exhibit 10.5 EXECUTION COPY AMENDMENT No. 1 to THE ISDA® 2002 MASTER AGREEMENT THIS AMENDMENT NO. 1, dated as of October 26, 2012 (this “Amendment”), between BANK OF AMERICA, N.A. (“Party A”) and BOJANGLES’ RESTAURANTS, INC. and each entity listed on Appendix A to the Agreement (defined below) (collectively “Party B”) and W I T N E S S E T H WHEREAS, Party A and Party B have previously ent

January 12, 2015 EX-10

STOCKHOLDERS’ AGREEMENT BY AND AMONG BHI HOLDING CORP. ITS STOCKHOLDERS August 18, 2011 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATIONAL MATTERS 2 Section 1.01. Definitions 2 ARTICLE 2 CORPORATE GOVERNANCE 7 Section 2.01. Composition of t

EX-10.7 Exhibit 10.7 STOCKHOLDERS’ AGREEMENT BY AND AMONG BHI HOLDING CORP. AND ITS STOCKHOLDERS August 18, 2011 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATIONAL MATTERS 2 Section 1.01. Definitions 2 ARTICLE 2 CORPORATE GOVERNANCE 7 Section 2.01. Composition of the Board 7 Section 2.02. Vacancies 8 Section 2.03. Quorum 8 Section 2.04. Expenses 8 Section 2.05. Grant of Proxy 8 ARTICLE 3

January 12, 2015 EX-10

BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

EX-10.17 Exhibit 10.17 BHI HOLDING CORP. 2011 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the “Award Agreement”), is made effective as of the 17th day of April, 2012 (the “Date of Grant”), by and between BHI Holding Corp., a Delaware corporation (the “Company”), and (the “Participant”). R E C I T A L S: WHEREAS, the Company has adopted the BHI Holding Corp. 2011

January 12, 2015 EX-10

[Remainder of Page Intentionally Blank]

EX-10.12 Exhibit 10.12 December 17, 2013 Kenneth E. Avery 5105 St. Clair Street Fort Mill, SC 29715 Re: Severance Letter Dear Kenneth: In recognition of your years of service with Bojangles’ Restaurants, Inc. (the “Company”) and to provide you with some additional comfort in connection with the Company’s search for a new Chief Executive Officer, the Company has decided that you will be eligible to

January 12, 2015 EX-10

NONQUALIFIED DEFERRED COMPENSATION PLAN BASIC PLAN DOCUMENT

EX-10.14 Exhibit 10.14 NONQUALIFIED DEFERRED COMPENSATION PLAN BASIC PLAN DOCUMENT June 2007 TABLE OF CONTENTS PREAMBLE 1 ARTICLE I DEFINITIONS 2 1.1 Account 2 1.2 Adoption Agreement 2 1.3 Affiliate 2 1.4 Aggregated Plan 2 1.5 Beneficiary 2 1.6 Benefit Benchmarks 2 1.7 Board 2 1.8 Change in Control Event 2 1.9 Code 7 1.10 Commissions 7 1.11 Compensation 7 1.12 Compensation Deferral Agreement 7 1.1

January 12, 2015 EX-10

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.10 Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered by and between BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (“Employer” or “Company”), BHI EXCHANGE, INC., (“BHI”) a Delaware Corporation and MICHAEL J. JORDAN (“Employee”), effective as of April 27, 2011 (the “Effective Date”). WITNESSETH TH

January 12, 2015 EX-10

BHI HOLDING CORP. 2011 EQUITY INCENTIVE PLAN

EX-10.15 Exhibit 10.15 BHI HOLDING CORP. 2011 EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. BHI Holding Corp., a Delaware corporation (the “Company”), hereby establishes the 2011 Equity Incentive Plan (this “Plan”) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and consultan

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