$5

Business Description

We are a Delaware corporation incorporated on July 17, 2012. Our principal business address is 2924 Emerywood Parkway, Suite 101, Richmond, Virginia 23294. We conduct business under the trademark “RENEW CREW.” Our predecessor is Wood Re New Franchise Corporation (“Predecessor”). Our Predecessor's principal business address is 220 South Dysart, Springfield, Missouri 65802. Our Predecessor offered franchises for cleaning, restoration and preservation services for exterior wood surfaces such as decks, fences and siding from January 2001 to September 2012. Our Predecessor received the rights to franchise the WOOD RE NEW® system from its predecessor, Wood Brite, Inc. (“Wood Brite”) in January 2001. Wood Brite is a Missouri corporation that was incorporated on May 10, 1996. Its principal business address is the same as Wood Re New Franchise Corporation. Other than offering WOOD RE NEW® franchises, our Predecessor never offered franchises in any other line of business.

Prior Experience

On October 1, 2012, pursuant to an Assets Purchase Agreement, we acquired the assets of the WOOD RE NEW franchise system, including an assignment of all existing WOOD RE NEW franchise agreements, from Predecessor and its owners to serve as the platform for the new RENEW CREW franchise business. The new RENEW CREW business offers all of the services previously offered under the WOOD RE NEW business including exterior wood cleaning, restoration and preservation services to residential and commercial customers. In addition to all of the previous WOOD RE NEW services, the RENEW CREW business offers a full offering of cleaning, restoration and protection services for exterior surfaces, made of a wide variety of natural and manufactured materials, including decking, fencing, siding, walkways, patios, hardscapes, driveways, windows, roofing and gutters (collectively referred to as the “Exterior Cleaning and Protection Business”). As part of the transaction and transition, WOOD RE NEW franchisees rebranded their operations to RENEW CREW and added the full line of RENEW CREW services. The expanded services have been added to the WOOD RE NEW operations as of the date of the issuance of this disclosure document and the rebranding of WOOD RE NEW to RENEW CREW is complete. As part of this acquisition, we were assigned and assumed all of the existing WOOD RE NEW franchise agreements, and purchased all of the rights, title and interest in and to the WOOD RE NEW service mark, and other related trademarks, trade names, service marks and logos as well as other intellectual property (the “IP Assets”). Effective the day of the acquisition, we had assigned to our affiliate, Outdoor Living Brands Intellectual Property Corporation (formerly known as Outdoor Lighting Perspectives Technology Corp) (“OLBIPC”), all of our rights, title and interest in and to the IP Assets, and we entered into a license agreement with OLBIPC granting us a perpetual right to use and sublicense others to use the IP Assets, including the RENEW CREW and WOOD RE NEW service marks. On October 1, 2012, we began offering franchises for RENEW CREW businesses. We have never operated an Exterior Cleaning and Protection Business nor offered franchises in any other line of business.

Business Offered

We offer franchises for the operation of Exterior Cleaning and Protection Businesses under the “RENEW CREW” service mark, and other trademarks, trade names, service marks and logos we periodically designate (“RENEW CREW Marks” or “Marks”). An Exterior Cleaning and Protection Business offers a full offering of cleaning, restoration and protection services for exterior surfaces, made from a wide variety of natural and manufactured materials, including decking, siding, walkways, patios, hardscapes, driveways, windows, roofing and gutters. The franchise is operated under a business format per a unique system, including our valuable know-how, information, trade secrets, methods, Operations Manual, standards, designs, methods of trademark usage, copyrights, sources and specifications, confidential electronic and other communications, methods of Internet usage, marketing programs, and research and development connected with the operation and promotion of Exterior Cleaning and Protection Businesses (“System”). We have the right to change or otherwise modify the System at any time. You must operate your Exterior Cleaning and Protection Business per our standard business operating practices and sign our standard franchise agreement (“Franchise Agreement”). A copy of our current form Franchise Agreement is attached as Exhibit B. The geographic area granted to you under the Franchise Agreement is referred to as the “Territory.” Your Exterior Cleaning and Protection Business must offer only authorized services and products as described in the Operations Manual. We have the right to add, modify, or delete any services or products that you must offer or sell at your Exterior Cleaning and Protection Business at any time. We offer a Franchise to those who meet our then-current standards and qualifications, in our determination. As a Franchise operator you may operate one Exterior Cleaning and Protection Business for each Franchise Agreement you sign with us. We will use commercially reasonable efforts to grant only one license to a franchisee for every 400,000 people (or incremental portion thereof) in a designated geographical area (“Standard Territory”). We will consider granting a license to a franchisee for smaller markets (“Micro Market Territory”) that have less than 400,000 people. We will use the most recent population and demographic information available in the U.S. Census Data, or other population statistical sources of our choosing to determine populations. We have the right to change, modify, or delete the population limits or any other demographic factors considered when granting Standard Territories and Micro Market Territories. In addition, we offer to select, qualified individuals that meet our then-current standards and qualifications, the opportunity to acquire the right to develop Exterior Cleaning and Protection Businesses in multiple Territories within a Designated Area (as defined in Item 12) under a development agreement attached as Exhibit C (“Development Agreement”). If you sign a Development Agreement, you will receive the right to open a certain number of Exterior Cleaning and Protection Businesses in defined Territories within the Designated Area over a defined period of time, as we determine, on the basis of the market potential and the size of the Designated Area. You must sign our then-current form of Franchise Agreement for each Exterior Cleaning and Protection Business you develop under the Development Agreement.

Initial Fees

Initial Franchise Fee. The Initial Franchise Fee that you must pay us varies depending on the population of your Territory (“Population Limit”). For a Standard Territory, you must pay us a $34,500 Initial Franchise Fee. For a Micro Market Territory, you must pay us a $26,500 Initial Franchise Fee. The Initial Franchise Fee is payable in full when you sign a Franchise Agreement and, except as described below, is not refundable. Other than the Initial Franchise Fee, there are no other initial fees charged to you. If your Territory is larger than the Population Limit, we reserve the right to charge you an increased Initial Franchise Fee. VetFran Discount. We are a member of the International Franchise Association (“IFA”), and support and participate in IFA's VetFran Program. If you are an honorably discharged veteran who meets our qualifications for new RENEW CREW franchisees, we will discount the Initial Franchise Fee by 15%. The VetFran discount may be used only once for one Territory. The VetFran discount may applied towards the purchase of only one of the franchise concepts offered by us and our Affiliates. Conversion Discount for Existing Business. If you have an existing business with annual gross revenue (as we determine) of at least $100,000 in your last full fiscal year, that business is similar to the RENEW CREW franchise and you agree to merge that business into the RENEW CREW franchise business, we will discount the Initial Franchise Fee based on the annual gross revenue for your existing business in your last full fiscal year up to a maximum discount of 50% as shown below (the “Conversion Discount”). In addition, if you qualify for the Conversion Discount, during the first year of your Franchise Agreement, we will discount 50% of your Monthly Branding Royalty provided that you are in compliance with the terms of the Franchise Agreement or any other agreement between you and us or our Affiliates. Two-Pack Discount. If you license two Territories from us at the same time (for which you are signing two separate Franchise Agreements), the Initial Franchise Fee under the second Franchise Agreement will be reduced to $21,000 (a total Initial Franchise Fee of $55,500 for the two Territories). Existing Franchisee: Additional Territory Discount. If you are an existing RENEW CREW franchisee that: (a) has been operating an Exterior Cleaning and Protection Business for at least 18 months, (b) has been in full compliance with your franchise agreement for at least 18 consecutive months, (c) meets our qualifications for new RENEW CREW franchisees, and (d) is purchasing an additional Territory from us (for which you are signing a separate franchise agreement), we will discount the then- current initial franchise fee by 30%. Existing Franchisee: Additional Concept Discount. We and our Affiliates offer a program to reward qualified existing franchisees that purchase an additional franchise from us or an Affiliate. If you have been an Affiliate's franchisee in full compliance under your Franchise Agreement for at least 2 consecutive years and you meet our qualifications for new RENEW CREW franchisees, we will discount the Initial Franchise Fee by 20%. Discount for Employees of Franchisees. We have a discount program to reward qualified employees of our franchisees who: (a) have been recommended in writing by a franchisee; (b) have been employed in good standing by a franchisee for at least 2 years; and (c) meet our qualifications for new RENEW CREW franchisees. We offer a 5% discount for every year of employment over 2 years subject to a maximum discount of 50%. Combination and Application of Discounts. The VetFran discount is the only discount that can be combined with any of our other discounts. If you qualify for the VetFran or employee discount and during the first 3 years of the term of the Franchise Agreement you: (a) fail to maintain at least a 75% interest in the franchisee entity; or (b) cause any transfer under the terms of the Franchise Agreement, then you must immediately pay us the discounted amount of the Initial Franchise Fee. We will refund 50% of the Initial Franchise Fee within 30 days after notice of termination by us if you do not receive all applicable licenses and permits to operate your Business within 6 months after the mutual execution of the Franchise Agreement, provided that you have used all commercially reasonable efforts, as we determine in our sole discretion, to secure the applicable licenses and permits. We will notify you in writing if we decide to terminate your franchise and give you a partial refund of the Initial Franchise Fee. In addition, in limited circumstances, we may offer to finance up to 50% of the Initial Franchise Fee. There are no refunds of these fees under any other circumstances. In 2018, the Initial Franchise Fees ranged from $12,000 to $24,900 per franchise. Initial Inventory and Equipment You may elect to purchase certain inventory and equipment required for the operation of your Exterior Cleaning and Protection Business before opening. You will purchase these items from us or our affiliate, OLBSC. We estimate that the total cost of these items will range from $4,000 to $4,500. Development Agreement We may offer you the opportunity to develop multiple Exterior Cleaning and Protection Businesses within a Designated Area under a Development Agreement if you meet our then-current qualifications. If you sign a Development Agreement, the “Territory Fee” is $10,000 for each Exterior Cleaning and Protection Business you agree to establish under the “Development Schedule” described in the Development Agreement. The Territory Fee for each Exterior Cleaning and Protection Business is in addition to the net Initial Franchise Fee due under each Franchise Agreement, but the amount of our then standard and current Initial Franchise Fee for each Exterior Cleaning and Protection Business developed under the Development Agreement will be reduced by $5,000. The Territory Fee is not refundable under any circumstances.

Financing

Except as indicated below, we require that the initial fees described in Item 5 be paid to us at the time of signing the Franchise Agreement. Under limited and special circumstances, we may make optional financing available to qualifying franchisees. In those situations, we may finance up to 50% of your Initial Franchise Fee for up to 36 months, provided you sign the Promissory Note (“Note”) attached as Exhibit I at the time you sign the Franchise Agreement. The effective annual interest rate will be 3.0 percentage points above the prime interest rate on the effective date of the Franchise Agreement. The Note will be paid in equal monthly payments. There is no prepayment penalty and the rule of 78 does not apply (the rule of 78 is a method of computing interest which requires the interest originally calculated to still be paid even if prepaid). No security interest is required and no person other than you and, if you are an entity, those individuals who are required to sign the form Guaranty and Assumption of Franchisee's Obligations attached as Attachment B to the Franchise Agreement, must sign the Note. If you accept financing from us and sign the Note, you will be required to waive and excuse presentment for acceptance and payment, notice of dishonor, and protest of dishonor. Other than as mentioned in the previous sentence, neither the Note, nor any other financing document you sign will contain any waiver of defense or other legal rights, or bar you from asserting a defense against us or our assignee. In the event payment of the Note is not made under its terms, we may either accept a late payment, together with a late charge equal to 10% of the late payment, or declare the entire balance of the Note immediately due. If the balance of the Note is accelerated, we must give written notice to you and, if the balance is not paid within 10 days after notice is given, you must pay us interest at the maximum legal rate (not to exceed 18%) plus any attorneys' fees and other costs we incur in collecting the monies owed. We also have the right to terminate the Franchise Agreement if we accelerate the Note and the Note is not paid within the 10 days after acceleration. We have not in the past and do not currently intend to sell, assign or discount to any third party the Note or any other financing document you sign. We will comply with all appropriate laws governing any direct financing we offer to you including, if applicable, the California Finance Lenders Law. Other than as described above, we do not offer direct or indirect financing, do not guarantee your loans, lease or other obligations, and do not receive payments or other consideration for the placement of financing. We reserve the right to terminate our financing program at any time, offer different terms or assist franchisees in obtaining financing in the future.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances. Actual results will vary from franchise to franchise, territory to territory and market to market, and we cannot estimate the results for any particular franchise. The success of your franchise will depend largely on your individual abilities and your market. The actual numbers you experience will be influenced by a wide variety of factors including your management, market size and demographics and competition. You should conduct your own independent research and due diligence to assist you in preparing your own projections. Written substantiation of the data used in preparing the financial performance representations included in this Item 19 will be made available to you upon reasonable request. The information included in this Item 19 is based on information collected by us from Renew Crew franchisees for the 2018 calendar year. As of December 31, 2018, there were 20 RENEW CREW franchisees that operated 29 RENEW CREW Territories and one Exterior Cleaning and Protection Business operated by our affiliate, OLBFO, that operated in 4 Territories. The information provided in the Tables A to G below is compiled from 14 RENEW CREW franchisees (“Reporting Franchisees”) that operated 19 RENEW CREW Territories (“Reporting Franchise Territories”); and that were in operation for all of the 2018 calendar year. The data below excludes 7 RENEW CREW franchisees that operated 10 RENEW CREW Territories that either began actively operating in the 2018 calendar year, did not collect any Gross Revenues during the 2018 calendar year, or ceased operating during the 2018 calendar year. A. 2018 Gross Profit Margins for Reporting Franchise Territories for the 12 Months Ending December 31, 2018 We collected financial information from 18 of the 19 Reporting Franchise Territories, including their income statements for the 2018 calendar year. The remaining Reporting Franchisee operating in 1 Reporting Franchise Territory did not provide us with enough information to calculate gross profit margin, labor or cost of goods sold.