$7

Business Description

Uptown Cheapskate® has no parents or predecessors but is affiliated with Kid to Kid® Franchise System, Inc., a franchise system that sells new and resale items for children (“Kid to Kid® ”), and BaseCamp® Franchising, LLC, a company that provides support services to us and those two companies (“BaseCamp® ”). BaseCamp® also sells IMAPTM, a software program required to run your store, and BaselineTM , a point-of-sale software, and provides tech support, software upgrades, and a bookkeeping service and sells optional marketing services to our franchisees. The principal business address of these three affiliates is 39 East Eagle Ridge Drive, #100, North Salt Lake, Utah 84054. The franchisor is a Utah-based limited liability company that conducts business under the name "Uptown Cheapskate® , the same name used by its franchisees.

Prior Experience

We opened the first Uptown Cheapskate® company-owned store on February 26, 2009 and our first franchisee-owned store on June 11, 2009. We offered franchises for sale beginning in September 2008. As of December 31, 2018, it had 67 franchises and 3 stores in Utah operated by franchisor-related franchisees which are treated as corporate stores. We are not involved in any other business activities. Affiliate Kid to Kid® has continuously owned or managed at least one Kid to Kid® children's resale store since November of 1992, and has offered children's resale franchises since February of 1994. While these stores target a different customer, their operations are similar to ours. As of December 31, 2018, Kid to Kid® had 112 franchise stores in the United States, Canada, Portugal, and Spain, 2 stores in Utah operated by a franchisor-related franchisee, and 2 stores in Pennsylvania operated by a franchisor-related franchisee. It has not offered franchises in other lines of business. 6 Affiliate BaseCamp® Franchising, LLC (from which you must purchase the IMAPTM software, BaselineTM point-of-sale software, tech support and software upgrades, and bookkeeping services and may purchase optional services) was organized in December 13, 2006. It has no prior business experience and does not offer franchises in any other lines of business. We franchise the right to use our trade name and system to sell new and used teen and junior products to the public.. All stores operating within the franchise system use the name Uptown Cheapskate® . We intend to continue to do business under the names “Uptown Cheapskate® , LLC” and “Uptown Cheapskate® ”. We operate no Uptown Cheapskate® stores but Scott Sloan and Chelsea Sloan Carroll, founders and officers of Uptown Cheapskate® has ownership interests in three entities that own stores (see Item 20). We are not engaged in other business activities.

Business Offered

As a franchisee, you will operate an Uptown Cheapskate® resale store at a designated location and are promised that no other Uptown Cheapskate® store will operate within at least 5 miles driving distance (as measured by Google Maps® or another mapping service we may select) of your store. You will receive assistance in market evaluation, site selection, store design, layout and fixture schemes, advertising, merchandising, purchasing and sales techniques, customer and community relations, policies and procedures, and training programs. The general market for the franchisee is retail and resale clothing and related items. The market is fairly well developed. Goods are sold primarily to high school and college-aged young adults, and sales are somewhat seasonal.

Initial Fees

You will pay a $25,000 lump sum franchise fee ("Franchise Fee") when you sign the Franchise Agreement. The Franchise Fee for additional stores is $20,000. We will refund the entire fee in 10 days if we do not approve your application. If we accept your application (by signing and returning the Franchise Agreement to you) and within 180 days you have been unable to obtain financing or find a suitable site for your franchise, you may terminate the Franchise Agreement and receive a refund of the Franchise Fee less $5,000 and the amount, if any, paid to a franchise broker. There are no refunds under other circumstances. After you have signed the lease for your store, you will pay a non-refundable $4,000 to purchase the IMAPTM software and $5,000 to purchase the BaselineTM point-of-sale software from our affiliate BaseCamp® .

Financing

We do not offer direct financing, but you may qualify to borrow up to $100,000 to purchase inventory, fixtures, equipment and leasehold improvements needed to operate your store from our affiliate BaseCamp® . If BaseCamp® decides to loan you money, the term, annual percentage rate, and monthly payment will depend on a numbers of factors which include, but are not limited to your financial strength, credit history, and the value and type of fixtures. BaseCamp® requires no down payment but you must pay an up-front document fee of $500, plus an annual interest rate (compounded monthly) of between 15% and 20%. Amortized principal and interest payments are drawn from your account on the 20th of each month over a term of 12, 24 or 36 months. For example, if you borrowed $25,000 at 18% interest over 24 months, you would pay a document fee of $500, and 24 monthly payments of $1,248.10. BaseCamp® requires a security interest in the assets plus a personal guarantee signed by all franchisees. (See Exhibit X, Loan, Personal Guarantee) The loan can be repaid at any time without penalty. If you don't pay on time, BaseCamp® can demand immediate payment of the outstanding balance, reposes the assets and obtain court costs and attorney's fees if a collection action is necessary. You waive your rights to notice of a collection action and to assert any defenses to collection against us or BaseCamp® . We work with Wells Fargo® , Lendio® , BaseCamp® , and other lenders to assist our franchisees with financing, but receive no direct or indirect payments from them for placing financing. BaseCamp® does not plan to sell your note to a third party, but reserves the right to do so. 23 We do not guarantee your loan, your lease, or any other obligation.

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. 41 Basis The following chart was compiled from unaudited financial reports (using the accrual basis) submitted to Uptown Cheapskate® from 61 franchisees whose stores operated in the United States during the period of November 1, 2017 through October 31, 2018. Of the 61 stores, 52 were in operation for 12 months and 9 were in operation for an average of 7.26 months (for which monthly numbers have been annualized). Stores have been separated into quartiles by gross sales. We believe that the information is correct but cannot verify the accuracy of the information submitted to us. Assumptions Our study measured Uptown Cheapskate® franchisees' performance in a variety of different markets. Since your market, location, business experience, and economic environment are unique, your individual financial results are likely to differ substantially from the results stated in this financial performance representation. There is no assurance that you will sell and earn as much, or that your expenses won't be much higher. Written substantiation for the financial performance data will be made available to you upon reasonable request.