$85

Business Description

Company was formed as a Delaware limited liablity company in August, 2017. In addition to its legal name, Company does business under the name “ExtraMile” and “ExtraMile Convenience Stores.” Company’s principal address is 6001 Bollinger Canyon Road, San Ramon, California 94583. Company does not own or operate any convenience stores. Company began offering ExtraMile convenience store franchises as of the issuance date of this Disclosure Document. Company does not operate and has not offered franchises in any other line of business.

Prior Experience

Company’s Predecessor (as the prior franchisor of the franchise offered) is Chevron U.S.A. Inc. (“Chevron”), a Pennsylvania corporation. Chevron’s principal business address is 6001 Bollinger Canyon Road, San Ramon, California 94583. Chevron is also an Affiliate of Company, along with Jacksons Food Stores, Inc. (“Jacksons”). Chevron and Jacksons established Company to be the franchisor of ExtraMile convenience stores. Jacksons is an authorized marketer of Chevron’s Chevron- and Texaco-branded motor fuel as well as other brands of motor fuel. Chevron has operated convenience stores through its own or its affiliates’ employees for over 30 years under the Chevron, Texaco or Gulf brands in the United States. Chevron opened the first ExtraMile Market-branded convenience store in June 1999, a precursor to the ExtraMile concept described in this Disclosure Document. Chevron continued to develop this convenience store concept exclusively at company-operated Chevron-branded outlets through April 2005. Chevron began offering ExtraMile franchises in 2006. ExtraMile convenience stores located at Chevron’s company-owned locations will operate under a franchise agreement with Company. Chevron offered an automotive service and repair franchise, “Gulf CarCare,” from March 1981 through June 1985. At that time Chevron divested most of this business as part of a sale of its marketing assets in eight Southeastern states. The remaining Gulf CarCare franchises, located in Texas, were terminated during 1990 after participating in short-lived pilot programs called Auto Pledge and Auto Pledge Express. Chevron has not offered franchises in any other lines of business. Jacksons started business as a motor fuel retailer in 1975 and expanded into convenience store operation in the 1980s. Jacksons also became a motor fuel marketer in the 1980s and currently supplies over 800 motor fuel outlets operating under the Chevron, Texaco, Shell, 76 and ExxonMobil brands. An affiliate of Jacksons, Capitol Distributing, is in the business of supplying merchandise to convenience stores. Jacksons does not operate or offer franchises in any other lines of business.

Business Offered

Company offers ExtraMile franchises under the ExtraMile Franchise Contract attached as Exhibit B (the “Franchise Agreement”). ExtraMile convenience stores are only located at motor fuel outlets that sell Chevron- or Texaco-branded motor fuel. The contract for supplying the Chevron- or Texaco-branded motor fuel to the outlet is called the “Fuel Contract” in this Disclosure Document. The Fuel Contract may be between you and Chevron or between you and Jacksons or another Chevron-authorized motor fuel marketer. Company is not a party to the Fuel Contract. Chevron and Jacksons are not parties to the Franchise Agreement. Most ExtraMile convenience stores are located at Chevron-branded outlets. If you are or would be operating the ExtraMile convenience store at a Texaco-branded outlet, any references in this Disclosure Document to “Chevron” motor fuel, retailers and outlets should be read as also referencing “Texaco” unless the context indicates otherwise. This Disclosure Document describes the ExtraMile convenience store franchise opportunity only and does not describe the Fuel Contract or the branded motor fuel retailer or marketer business. Company is not obligated to approve your franchise application, even if you are an existing Chevron or Texaco motor fuel retailer or marketer. Giving you this Disclosure Document does not obligate Company to approve your franchise application, to offer you a new ExtraMile franchise, to renew your ExtraMile franchise, or to enter into any agreements with you. Company offers the ExtraMile convenience store franchise described in this Disclosure Document (the “ExtraMile Program”) only to eligible retailers and marketers whose outlets include (or will include) a branded fueling facility for reselling Chevron or Texaco brand motor fuel purchased under a Fuel Contract and a convenience store for reselling merchandise and services purchased from other suppliers.

Initial Fees

Although the form of Franchise Agreement contemplates the collection of an initial franchise fee (“Initial Franchise Fee”), Company does not currently collect this fee, in keeping with the past practice of the Predecessor. However, Company reserves the right to charge an Initial Franchise Fee in the future for the grant of any new ExtraMile franchise. Should Company decide to start charging and collecting Initial Franchise Fees, the following would apply. • The Initial Franchise Fee is due in full when you sign and deliver the Franchise Agreement. The standard Initial Franchise Fee for a single ExtraMile Store is currently $15,000. Company currently offers the following Initial Franchise Fee reductions for retailers who open multiple ExtraMile Stores: $7,500 for the second through sixth store and $3,000 for the seventh and any additional Stores. Company may eliminate or change these fee reductions for multiple Stores and may change the amount of its standard Initial Franchise Fee at any time. If you acquire any additional ExtraMile franchises, your Initial Franchise Fee and other fees payable would be based on the rates and fee structure in effect when you acquire the franchise. • Company reserves the right to waive, defer or modify all or part of the Initial Franchise Fee (where allowed by applicable law) when Company determines that it is warranted. Company does not use a specific formula to determine the amount of an adjustment. Company evaluates each situation individually. • You are entitled to a full refund of the Initial Franchise Fee (if paid) only if (i) you notify Company in writing that you do not want an ExtraMile franchise and wish to revoke the Franchise Agreement before Company has executed it or (ii) if Company elects not to counter-sign the Franchise Agreement. Otherwise, the Initial Franchise Fee is not refundable.

Financing

Except as provided in this Item, Company does not offer direct or indirect financing for your ExtraMile Store. Company does not guarantee your note, lease, or obligation. Company and its affiliates have no past practice or future intent of selling, assigning or discounting franchisee financing arrangements to a third party. Company and its affiliates do not receive any direct or indirect payments or other consideration from any person for the placement of financing with any lender. Company, in its sole discretion, may require the principal owners of any franchisee that is a business entity to provide a Continuing Personal Guaranty to Company in the form attached as Exhibit O to this Disclosure Document to guaranty the franchisee’s payment and performance of all obligations to Company, including those described in this Item 10 and elsewhere in this Disclosure Document. Company currently offers the three Incentive Programs described in the tables below under which Company will provide an allowance (the “Incentive Allowance”) to help defray your cost of building or converting your Store to the ExtraMile-branded format and designs. These programs are offered under the ExtraMile Franchise Conversion Incentive Agreement forms attached in Exhibit D (the “Incentive Agreement”). This offer does not apply if you are acquiring an existing ExtraMile Store or are renewing your ExtraMile franchise. Unless you are a multi-site operator with demonstrated capability to manage store contruction and conversion projects as determined by Company, you will qualify only for Programs A or B. Multi-site operators who qualify as determined by Company are eligible for Program C. If you are converting an existing convenience store with at least 12 months of sales history, you elect whether to receive the Incentive Allowance provided in Program A or B. Otherwise, you will receive the Incentive Allowance provided in Program B unless you secure estimated sales from a third party as provided below to qualify for Program A. For all programs you must meet all “Requirements for Company’s Payment” to be and remain eligible for the allowance. Company does not promise that the amount of the Incentive Allowance will be sufficient to cover all of your construction or conversion costs. As noted in Item 7, your costs may vary depending on your circumstances and you may encounter and should be prepared for unexpected cost overruns. Conversion costs eligible for inclusion in the Incentive Allowance include only those necessary to make an existing convenience store building meet Company’s equipment and image requirements for ExtraMile Stores. Costs for demolition, rebuilding, remodeling, new construction, ADA compliance or other work not connected with Company’s equipment or image requirements (e.g., to bring existing conditions up to code requirements) are excluded. * You must report Gross Sales in a form satisfactory to Company. If you are opening a new convenience store location without gross sales for the prior 12-month period and you wish to qualify for Program A, store gross sales used would be Estimated Average Monthly Gross Sales based on the projected monthly gross sales supplied to you at your expense by an independent firm approved by Company. Note that although Company must approve the firm you use, Company does not validate or endorse any projections they provide. ** Permit costs covered by the Incentive Allowance include only those for the work required to make the store meet Company’s equipment and image requirements for ExtraMile Stores. Permits for any additional work such as building, remodeling, ADA compliance or other work not connected with Company’s equipment or image requirements (e.g. to bring existing conditions up to code requirements) are excluded. You are only required to repay the Incentive Allowance to Company under the conditions described below and in the Incentive Agreement. You do not repay Company the Incentive Allowance if you remain in operation as an ExtraMile franchisee for at least 10 full years (measured as 12 month periods beginning with your first full month of operation) after you open the ExtraMile Store. If for any reason you do not complete the Facility Improvements and open the ExtraMile Store, you must repay Company 100% of the Incentive Allowance you received. If you or Company terminate or fail to renew the Franchise Agreement for any reason or (unless Company permits your assignee to assume the repayment obligation) if you transfer or assign the Franchise Agreement before that 10-year period ends, you must repay Company based on the year in which the termination, nonrenewal or transfer occurs, as follows: Year After Opening Date Repayment Percentage 1st 100% 2nd 90% 3rd 80% 4th 70% 5th 60% 6th 50% 7th 40% 8th 30% 9th 20% 10th 10% In addition to repaying the Incentive Allowance, if your Franchise Agreement terminates for any reason before the ExtraMile Store opens but after conversion activities have started, you must pay Company a $5,000 Pre-Opening Administration Fee plus any non-recoverable payments made or owing by Company to third parties on account of the store’s conversion activities. Company may debit your bank account by EFT for the amount you owe, or may deduct it from any amounts available to Company that otherwise would be distributed to you either under the ExtraMile Franchise Contract any other arrangement with Company (e.g., from Supplier Rebates). As a supplement to these Incentive Programs, Company may provide certain ExtraMile franchisees an additional incentive payment (“Additional Incentive”). The Additional Incentive was part of the Predecessor’s franchise offer, but is not part of Company’s standard franchise offer. The Additional Incentive will only be available to ExtraMile franchisees who received a franchise offer from the Predecessor that included the Additional Incentive, but who had not signed a Franchise Agreement accepting that offer before the Predecessor transferred its ExtraMile business to Company. The Additional Incentive is paid if the franchisee opens the ExtraMile Store before the required opening date provided in the Franchise Agreement. The Additional Incentive varies depending on when the store opens. The amount starts at $6,000 and increases in $3,500 increments up a maximum of $20,000 depending on how far ahead of schedule the ExtraMile Store opens. The specific schedule will be determined by Company depending on the scope of the work required and other factors. The standard terms are stated in the Additional Incentive Letter attached to this Disclosure Document as part of Exhibit D. Once paid, the Additional Incentive becomes part of the Incentive Allowance subject to the repayment obligations described above.

Franchisee Revenue and Profit

All information in this Item 19 was supplied by the Predecessor, Chevron. This Item contains information regarding the monthly financial performance of 532 franchisee-operated ExtraMilebranded convenience stores located in California, Oregon and Washington at outlets supplied with motor fuel by Chevron (“Franchisee Stores”). It also contains information about the monthly financial performance of 256 Chevron-owned ExtraMile stores (“COCO Stores” or “Company Affiliated Stores”). Most COCO Stores are located at outlets that have a significantly higher volume of business both in motor fuel and convenience store sales than at most Franchisee Stores. Your store is not likely to do as well as a COCO Store. All data used was captured electronically via Chevron’s back-office system or as otherwise provided by the franchisee for royalty collection purposes. THE ROYALTY BASED SALES INFORMATION PRESENTED BELOW DOES NOT REFLECT THE COSTS OF SALES, OPERATING EXPENSES, OR OTHER COSTS OR EXPENSES THAT MUST BE DEDUCTED FROM ROYALTY BASED SALES FIGURES TO OBTAIN YOUR NET INCOME OR PROFIT. YOU SHOULD CONDUCT AN INDEPENDENT INVESTIGATION OF THE COSTS AND EXPENSES YOU WILL INCUR IN OPERATING YOUR EXTRAMILE LOCATION. FRANCHISEES LISTED IN THE DISCLOSURE DOCUMENT MAY BE ONE SOURCE OF THIS INFORMATION. For this Item 19 data, Company uses the following defined terms: “Average” means, for a given metric, the total data for the sample period divided by the number of stores contributing data. “C-Store” means an ExtraMile branded convenience store. “Royalty Based Sales” means the total gross sales over the sample period excluding sales derived from motor fuel, lottery, ATM, car wash, quick-serve restaurants, and other revenue excluded from Franchise Gross Sales as defined in the Franchise Agreement. “%/ No. at or above Average” means for a given metric, the percentage or number (as applicable) of stores whose results were equal to or greater than the Average for the sample period. “Sales Change vs. Prior Year” means the percentage change of the Average for the current year’s comparison data as compared to the same months from the previous year. AVERAGE ROYALTY BASED SALES FOR FRANCHISEE STORES IN 2017 Average Royalty Based Sales (i.e., store sales subject to the monthly royalty payments) were included for all stores providing data during the 2017 calendar year, including some that may not have been operational at the end of the year. Royalty Based Sales for all full months reported for each store were totaled and then divided by the number of months represented in the data. Assumptions, Variables, Disclaimers SALES FIGURES PRESENTED IN THIS ITEM 19 ARE BASED ON THE PERFORMANCE OF STORES UNDER A PARTICULAR SET OF CONDITIONS AND ASSUMPTIONS. COMPANY DOES NOT CLAIM OR GUARANTY THAT YOU WILL DO AS WELL. COMPANY IS NOT MAKING ANY ESTIMATE AS TO YOUR GROSS SALES, GROSS MARGINS, PROFITS OR ANY OTHER ELEMENT OF FINANCIAL PERFORMANCE. ACTUAL RESULTS WILL VARY FROM UNIT TO UNIT. SOME OUTLETS HAVE EARNED THESE AMOUNTS. YOUR INDIVIDUAL RESULTS MAY DIFFER. THERE IS NO ASSURANCE YOU WILL EARN AS MUCH. The vast majority of stores included were operating at Chevron branded facilities rather than Texaco branded facilities. The customer base, demographics, weather, market conditions, competition, brand awareness and other characteristics of the markets in which these Stores operated may differ from the conditions you will experience in operating your Store. Conditions such as weather can differ in the same market from year-to-year. The concentration of ExtraMile stores in a given area may also impact store results. The ability to sell beer and wine is an important component of the franchise operation. If you cannot get a beer and wine license, your sales may be lower than the results shown here. You should expect to compete in a highly competitive convenience store market of well-established national chains, independent outlets and petroleum companies (including franchised and Affiliateowned Chevron and Texaco-branded locations) with convenience stores at their service stations. Your ability to achieve or exceed any results you may anticipate will depend heavily on your abilities as an independent businessperson. Company recommends that you seek the advice of your financial, business and legal advisors before making a decision. From time to time Company may make supplemental financial performance representations in accordance with applicable laws and regulations which provide additional information with respect to the information presented above. Substantiation of the data used in preparing this Item 19 will be made available to you upon reasonable request. EXCEPT AS NOTED IN THIS ITEM 19, COMPANY DOES NOT FURNISH OR AUTHORIZE ANY EMPLOYEE OR OFFICER, REGARDLESS OF POSITION, TO FURNISH ANY ORAL OR WRITTEN INFORMATION CONCERNING THE ACTUAL OR POTENTIAL SALES, INCOME OR PROFITS OF THE FRANCHISE BUSINESS. THIS FINANCIAL PERFORMANCE REPRESENTATION WAS PREPARED WITHOUT AN AUDIT. YOU SHOULD BE ADVISED THAT NO CERTIFIED PUBLIC ACCOUNTANT HAS AUDITED THESE FIGURES OR EXPRESSED HIS/HER OPINION WITH REGARD TO THEIR CONTENT OR FORM.