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Macquarie Group Limited Acquires Shares in Franchise Services of North America Inc. Pursuant to Merger

Macquarie Group Limited Acquires Shares in Franchise Services of North America 
Inc. Pursuant to Merger 
NEW YORK, NEW YORK -- (Marketwired) -- 05/03/13 -- Macquarie Group
Limited (the "Offeror") has acquired, through its wholly-owned
subsidiary Boketo LLC ("Boketo"), 62,212,600 shares of Series A
Preferred Stock (the "Preferred Shares") of Franchise Services of
North America Inc. ("FSNA"), and certain rights to acquire additional
Preferred Shares upon the exercise of outstanding options convertible
into FSNA common shares ("FSNA Shares"), pursuant to an agreement and
plan of merger dated as of July 13, 2012 among Adreca Holdings Corp.
("Adreca"), Boketo, FSNA, and Advantage Company Holdings, Inc.
("Advantage Holdings"), as amended (the "Merger Agreement"). 
Pursuant to the Merger Agreement, on May 3, 2013 Advantage Holdings,
a wholly-owned subsidiary of FSNA, merged with and into Adreca, a
wholly-owned subsidiary of Boketo, with Adreca continuing as the
surviving entity (the "First Merger"). In consideration for the First
Merger, 62,212,600 Preferred Shares, and certain rights to acquire
additional Preferred Shares upon the exercise of outstanding options
convertible into FSNA Shares, were issued to Boketo. Immediately
following the completion of the First Merger, Adreca was merged with
and into FSNA, with FSNA continuing as the surviving entity. 
Each Preferred Share is convertible, upon satisfaction of certain
conditions, into one FSNA Share, subject to customary anti-dilution
provisions. Immediately following the First Merger, the Offeror held
62,212,600 Preferred Shares representing 49.76% of the issued and
outstanding FSNA Shares on an as-converted basis. If outstanding
options are converted into FSNA Shares, Boketo will be issued up to
an additional 9,330,556 Preferred Shares to maintain its 49.76%
interest in FSNA on an as-converted basis. Prior to the First Merger,
the Offeror did not own any securities of FSNA. The Offeror does not
own any securities of FSNA other than the 62,212,600 Preferred Shares
acquired pursuant to the First Merger and the rights to acquire
additional Preferred Shares upon the exercise of certain outstanding
options convertible into FSNA Shares. A holder of Preferred Shares is
entitled to that number of votes on all matters pr
esented to holders
of FSNA Shares equal to the number of FSNA Shares then issuable upon
conversion of such Preferred Shares. 
Boketo, FSNA and Thomas P. McDonnell, III (the "Principal
Stockholder") have entered into a stockholders agreement (the
"Stockholders Agreement") providing for, among other things, voting
alignment between Boketo and the Principal Stockholder and transfer
restrictions with respect to their securities of FSNA. Boketo and
FSNA have entered into a registration rights agreement (the
"Registration Rights Agreement") granting Boketo certain demand and
piggyback registration rights. 
The preceding summaries of the Merger Agreement, the Stockholders
Agreement and the Registration Rights Agreement do not purport to be
complete and are qualified in their entirety by reference to those
agreements, which are available on SEDAR at www.sedar.com. 
The Offeror acquired the Preferred Shares for investment purposes.
The Offeror may from time to time, depending on market and other
conditions, and subject to the terms and conditions of the
Stockholders Agreement, FSNA's certificate of incorporation and
applicable law, increase or decrease its holdings of securities of
FSNA. 
The consideration provided by the Offeror to FSNA for the Preferred
Shares was the First Merger. 
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release. 
Contacts:
Macquarie Group Limited
Stephen Yan
(212) 231-1310