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Business Description

We were, incorporated in Massachusetts on October,28s, 1987, and maintain a principal business address at 29 Buena Vista Street, Devens, Massachusetts 014345026. We conduct business under our corporate name and the trade: names ''Learning Express” and "Learning Express Toys”. We- have no parent or predecessors. We ran retail stores of the type being offered in this Disclosure Document from 1987 to 1'993. We do not currently operate any Learning Express: retail toy stores. Our agents for service; of process are disclosed in: Exhibit A to this Disclosure Document. The Franchisor's Business We have offered: Local Store, Franchises for sale since 1990. We do not operate any Local Store Franchises at this time. We have not: offered franchises in any other line of business. We currently do not engage in any other business activities.

Prior Experience

Regional Franchise Owner Beginning in 1995, we established a network of service providers to the Local Store Franchisees, The Regional Franchise Owner will be our designee, responsible for developing new local store franchises, making proper disclosures under state and federal franchise laws, assisting in site selection and lease negotiations, assisting in pre-opening operations and training, and furnishing on-going support. The backgrounds of Our Regional Franchise Owners are set out: in Exhibit B to this Disclosure Document. In. most; areas of the. Country We; are responsible for the Obligations described, herein.

Business Offered

We franchise the right to operate a retail store (the' 'Store”), featuring toys, books, games, personalized gifts, children's accessories and other related items under a Local Store Franchise. Agreement (the “Franchise Agreement), a copy of which is attached to this Disclosure Document as Exhibit. Learning Express stores: offer in-store activities and events. Product demonstrations and customer-centric services such as a birthday gift registry, complimentary gift-wrapping, free personalization, VIP Programs and Fund Raising programs. We locate Our stores in malls, lifestyle: centers, strip plazas and town centers, and they range in size from 815 sq. ft. tOi5, 350.sq.,ft. Our average store size is approximately 2,275 sq. ft. in retail space and is usually located in high-traffic areas within: well-established communities. The typical, shoppers are parents, grandparents or other family members of households with children ranging in age from newborn to young adult. The retail toy business is year round, with an emphasis on: birthday related sales seasonal events and November and December holiday sales. Learning Express has developed (and continues to modish () a unique system for the operation of Learning Express Toy Stores (“System”).The distinguishing characteristics of the System include. Our interior FDD. 6 of 110 design, special decor and graphic design elements, layout, fixtures, color schemes, display units, signs, equipment, and a unique inventory mix; procedures for operations; computer software,, websites, E-. Commerce platforms; quality and uniformity of services and products offered; local, regional and national events; procedures for management training and ongoing assistance; advertising, social media and promotional programs; and business formats, methods, procedures; designs, layouts, standards, and specifications, which we may change, improve, and further develop. We identify the System by means of the Learning Express name and mark and certain other names, marks, logos insignias, slogans, emblems, symbols, and designs (collectively, “Marks”). Every detail of the System is Important to You, Lis and Our other franchisees. You must develop, maintain and operate Your Learning Express' Business' at the high and uniform standards of quality, operations and service established, by us for the System (“System Standards”). Our System Standards are contained within our confidential operations manual (“Manual”). As long as you are in compliance with Your Franchise Agreement, We will provide you access to the Manual on Our Intranet site for the then of Your Franchise Agreement. Under certain circumstances we may allow a Local Store Franchisee to operate a separate retail outlet (a “Satellite Location"). You do not have the right to operate a Satellite Location without Our prior written consent, which we may withhold at our sole discretion. We offer a Conversion Program that may allow a qualified existing independent retail store ("Conversion Store") to become a Learning Express Local Store Franchise;

Initial Fees

The initial franchise fee which you must pay to Learning Express under the Franchise Agreement is $35, 000, 00. The Franchise Fee is payment, in part, for expenses incurred by us in furnishing assistance and services: to you and! For costs incurred by us including sales and marketing expenses, training, legal, accounting; and other professional fees... You will pay $5,000.00 (the “Reservation Fee”), sign Our Reservation Agreement and provide us. A prelirninary Funding Plan to begin; the process of selecting e site. A copy of the Reservation Agreement appears as Exhibit this Disclosure Document; Upon Our receipt of the signed Reservation Agreement, Reservation Fee, and preliminary Funding Plan, We or Our designee will assist you with Local evaluation, site selection and ease negotiations. A copy ofthe Funding Plan appears as Exhibit; D to this Disclosure Document), It is Your sole responsibility, however, to secure the premises for Your Local Store Franchise, You have '80 days from the date We receive your Reservation Agreement to sign; a lease. If a lease is not signed by the end of that 180 day period we may extend, at our sole option, the termination date of the Reservation Agreement, if you cannot locate a suitable site for Your Local Store Franchise, We will refund Your Reservation! Fee in full. The Reservation Agreement will terminate, and you will have no further rights to become a local Store Franchisee. Upon signing the Local Store Franchise Agreement,, the $30.00,0,00 balance ofthe' initial franchise fee will reduce in a lump sum, along with Your final Funding Plan and documentation verifying source of funds. You Will start receiving internal, communications and have access to the Learning Express Intranet site; which contains the. Support and training materials necessary for operating Your Learning Express Local Store Franchise, including the Grand Opening Manual. You will attend the New Store Owner Training Program, at the Home Office in Devens, Massachusetts after ‘signing Your Franchise Agreement. Your Local Store Franchise Agreement for the Local Store Franchise must; be signed prior to the commencement, of your New Store Owner Training. Once you have paid the initial franchise fee in full, it is not refundable Forney reason, this fee is uniform for all franchises acquiring their first franchise under this disclosure Document with the exception of a Conversion Store participating in the Conversion Program, in which the initial franchise fee for a Conversion Store is $15,000.00. The full sum is due upon signing the Local Store Franchise Agreement. The Reservation Fee and Reservation Agreernent do not apply to the Conversion Program, You will pay a $4,950.00 corporate license access fee for the POSsoftware, based on standard 3 user system. We pay a $2,500.00 referral fee to. A franchisee for each candidate referred to us who meets our qualifications and signs, a franchise agreement. Payment is made to the franchisee once the candidate's initial Local Store franchise agreement has been executed and: the license fee has been received. We, reserve the right to change, modify or discontinue this program at any time. If you purchase additional Local Store Franchises, then the Initial Franchise Fee is $15,000:0G1or each additional Local Store Franchise. Additional Local Store Franchises require the submission Of Our Notice of Intent (NOI) form, along with the necessary documentation described within, which is Addendum A to the Franchise Agreement; we do not offer financing of the initial Franchise Fee. You do not pay User our affiliates any other fees or payments for services: or goods before your business, opens.

Financing

We do not offer any direct or indirect financing to the Local Store Franchisee. Except as provided below. We do not guarantee any loan, lease or obligation for any Local Store Franchisee. If you do secure a loan for the business. You will be required to provide us with a copy of the loan documentation we guarantee Your initial inventory purchase to Your suppliers only when Learning Express Home Office places the New Store Order with Our approved vendors. However, ills ultimately your sole responsibility. To pay the: vendors within the negotiated vendor terms. Learning Express Terms (Dating, Freight & Discounts) apply only if invoices are paid by the due date. To secure the prompt performance Of Your obligations under the Franchise Agreement and to protect the Trademarks and Our proprietary information. You grant us a security interest in the royalties, equipment, fixtures, furniture, inventory and; improvements at the Franchised Business. Upon execution of Your Franchise Agreement, We will file a UCC-1 Financing Statement. In order to protect Our Brand, We have an unrestricted right to communicate to. Our vendors information regarding Your Store and Franchised Business that would include past due invoices with vendors or us.

Franchisee Revenue and Profit

The FTC 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 that You are considering buying; or (2) a franchisor Supplements the information provided in this Item T9, for example, by providing information about possible performance at a particular location or under particular circumstances.