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Business Description

HPP is a Colorado limited liability company formed on November 16, 2005. We operate under the name Healthy Pet Partners, LLC and Wag N Wash and no other name. Our principal business address is 6834 S. University Blvd., #503, Centennial, Colorado 80122. We began offering franchises for WNW Businesses in January 2006. We have not and do not operate any franchises like those described in this Franchise Disclosure Document, or in any other line of business. We do not conduct any other business other than franchising Wag N Wash Businesses. We have no predecessor or parent entities.

Prior Experience

Our affiliate, Wag N Wash, Inc. (“WNWI”) provides support services to HPP under the terms of an administrative support agreement (“Administrative Support Agreement”). Under the Administrative Support Agreement, WNWI provides HPP with office space, bookkeeping services, recordkeeping services, payroll, and administrative support. WNWI is a Colorado corporation located at 6834 S. University Blvd., #503, Centennial, Colorado 80122. WNWI operates five WNW Businesses that provide pet bathing, pet grooming services, and retail services like those offered by Wag N Wash franchisees and has operated its first location since 1999. WNWI does not and has not offered franchises in this or any other line of business. Our affiliate, Healthy Pet Partners Trademarks, LLC (“HPPT”) owns our intellectual property and licenses it to us. HPPT is a Colorado limited liability company and shares our principal business address at 6834 S. University Blvd., #503, Centennial, Colorado 80122. HPPT does not conduct the type of business the franchisee will operate and does not and has not offered franchises in this or any other line of business. Our agent for service of process in Colorado is Robert J. Flanagan, 6834 S. University Blvd., #503, Centennial, Colorado 80122. Our other agents for service of process are disclosed in Exhibit A. If a state is not listed, we have not appointed an agent for service of process in that state in connection with the requirements of franchise laws. There may be states in addition to those listed above in which we have appointed an agent for service of process. There may also be additional agents appointed in some of the states listed.

Business Offered

We offer franchises (“WNW Franchise(s)” or “Franchise(s)”) for the use of our “WAG N WASH” trademarks, trade names, service marks, and logos (“Marks”) for the operation of WNW Businesses. WNW Businesses are operated under our Wag N Wash system (“System”). The System may be changed or modified by us throughout your ownership of the Franchise. WNW Businesses provide self-service pet bathing and professional grooming services, and the retail sale of pet supplies, pet accessories, pet bakery, and pet deli items to the general public. You must operate your WNW Business from an approved retail location (“Center”). You must sign our standard franchise agreement attached to the Franchise Disclosure Document as Exhibit C (“Franchise Agreement”). You may operate one WNW Business for each Franchise Agreement you sign. {00092735.DOC.3 } 2 [2019 FDD v1F] We offer three different franchise packages depending on the number of WNW Businesses you wish to purchase. A single WNW Business, a Multi-2 Franchise, and a Multi-3 Franchise. If you purchase multiple Franchises at the same time, you will sign the “Multi-Franchise Addendum” attached to this Disclosure Document in Exhibit H-7 and the then-current Wag N Wash franchise agreement, which may differ from the current Franchise Agreement included with this Franchise Disclosure Document, for each franchise. The Multi-Franchise Addendum supplements the terms of the Franchise Agreement in relation to the opening of additional Wag N Wash franchises. You are not granted any territorial rights or any other rights except those granted under the Franchise Agreements for the additional WNW Businesses.

Initial Fees

Initial Franchise Fee You must pay us an initial franchise fee of $45,000 (“Initial Franchise Fee”) for a single WNW Franchise when you sign the Franchise Agreement. Multi-Franchise Rights If you purchase multiple Franchises at the same time, you will sign the Multi-Franchise Addendum, which is attached to this Franchise Disclosure Document in Exhibit H. To open additional WNW Franchises, you will be required to sign the then-current Wag N Wash franchise agreement. You must pay us the Initial Franchise Fee when you sign the Franchise Agreement. The Initial Franchise Fee is uniform, fully earned by us once paid, and is non-refundable. During our last fiscal year which ended December 31, 2018, we did not collect any Initial Franchise Fees. VetFran Discount We are a member of the International Franchise Association (“IFA”) and participate in the IFA's VetFran Program, under which we offer special financial incentives to qualified veterans of the U.S. Armed Forces. If you are a qualified veteran, and if you qualify for our franchise, we will reduce the Initial Franchise Fee for your first franchise by $4,500, (currently reduced to $40,500). The VetFran discount cannot be combined with any other discount and may only be applied to the first Franchise Agreement when purchasing multiple agreements. First Responder Discount We offer a 10% discount off the Initial Franchise Fee if you have worked for at least two consecutive years as a firefighter, law enforcement office, or paramedic and you are either currently in good standing or you were in good standing at the time you left that position (the “First Responder Discount”). If you are a qualified First Responder, and if you qualify for our franchise, we will reduce the Initial Franchise Fee for your first franchise by $4,500 (currently reduced to $40,500). The First Responder Discount cannot be combined with any other discount and may only be applied to the first Franchise Agreement when purchasing multiple agreements. Site Opening Assistance In addition to the Initial Franchise fee, you must also pay us $30,000 for site opening assistance (“SOA”). Our SOA includes site identification, lease negotiation, site design and construction, opening support, and soft and grand opening marketing assistance. {00092735.DOC.3 } 5 [2019 FDD v1F] The SOA fee is uniform for all franchisees, non-refundable and is due within 21 days of signing the Franchise Agreement. Initial Training Fee for Additional Person(s)/Extended Training Your Initial Franchise Fee includes tuition for up to three people to attend our initial training program (provided they attend the same initial training program). If you desire to send more than three people, you must pay us a fee of $1,000 per person, per trip (you are responsible for the cost of travel, lodging, meals, and personal expenses for the additional person(s)). We may extend any portion of the initial training program that you do not successfully complete, and you will pay a fee of $500 plus any additional costs and expenses you or your attendees incur. If you do not send additional people to attend the initial training program, and if you do not require extended training, there is no required fee. These fees are uniform for all franchisees, non-refundable and are due prior to the initial training session for additional persons and due upon invoice for extended training. Technology Fee You must pay us a “Technology Fee” which covers your email system, access to cloud-based Microsoft Office Suite, web-based systems and apps, monthly subscription fee for the required music source, technology company support of firewall and point-of-sale (“POS”) system, Wag Loyalty Program, Mystery Shopper Program, and other technology expenses. You must make your first monthly Technology Fee payment one month prior to opening your Center. The monthly fee is currently $500 and is due on or before the tenth day of the month prior to your opening. This fee is uniformly imposed for all franchisees and non-refundable. Real Estate Leasing If we have property available, you may have the option to lease property from us or our affiliate. In such circumstances, the terms are negotiated separately from the Franchise Agreement pursuant to a lease and will be at market rates for such real estate. Because the terms of the lease are negotiated on an individual basis, refundability of any and all payments cannot be determined until the lease has been completed.

Financing

We do not offer direct or indirect financing to you. We do not guarantee your note, lease, or 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 Franchise 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. As of December 31, 2018, we had 19 WNW Businesses in operation. The information in the tables below is a historical financial performance representation for the period from January 1, 2018 to December 31, 2018 (“Reporting Period”) for the 15 WNW Businesses that were in operation for at least 12 months as of the end of the Reporting Period (“Reporting Group”). The Reporting Group consists of five affiliate-owned WNW Businesses (“Corporate Locations”) and ten franchised WNW Businesses (“Franchised Locations”). The Corporate Locations are are located in Colorado. Four franchised WNW Businesses (Redmond, Washington; Monument, Colorado; Broomfield, Colorado; Lakeville, Minnesota) {00092735.DOC.3 } 45 [2019 FDD v1F] were not open for at least 12 months at the end of the Reporting Period and their information is not included in the tables below. Franchise Locations will share many of the same characteristics as our Corporate Locations, including degree of competition, length of time the locations have operated, and services and goods offered. Company-Owned Locations pay a Royalty Fee, Brand Building Fund Contribution, Technology Fee, and are subject to the Local Advertising Requirement. . “Gross Revenues” means the revenues you receive from the sale of all items and services sold at, from, or through your WNW Business, whether or not sold or performed at or from the Center, and all other income and consideration of every kind and nature related to the WNW Business or {00092735.DOC.3 } 46 [2019 FDD v1F] Center operations, whether for cash or credit, and regardless of collection in the case of credit, and including all proceeds of any business interruption insurance, but not including: (a) any sales taxes or other taxes you collect from customers for, and thereafter paid directly to, the appropriate taxing authority; or (b) any bona fide refunds you make to customers. Gross Revenues include the full redemption value of any gift certificate or coupon sold for use at your WNW Business (fees retained by or paid to third party sellers of such gift certificates or coupons are not excluded from this calculation), whether the receipts are evidenced by cash, credit, checks, gift certificates, scrip, coupons, services, property, or other means of exchange. Gross Revenues are deemed received by you at the time the services or products from which they were derived are delivered or rendered or at the time the relevant sale takes place, whichever occurs first, regardless of whether final payment (e.g., collection on an account receivable) actually has been received by you. If you have not timely reported your WNW Business's Gross Revenues to us for any reporting period, then we shall be authorized, at our option, to debit your account for the higher of: (a) the fees transferred from your account for the last reporting period for which a report of your WNW Business's Gross Revenues was provided to us; or (b) an estimated amount due. 2. “YTY Comps” is a calculation of the percentage change in Gross Revenues from fiscal year 2017 (January 1, 2017 to December 31, 2017) to the Reporting Period. It is calculated by dividing the Gross Revenues for the Reporting Period by the fiscal year 2017's Gross Revenues and is presented in percentage form. WNW Businesses which were not open the entire 2017 fiscal year are presented as “n/a”. 3. “Transaction” or “Trans” is a calculation of the dollar amount charged per customer order. Transaction amounts do not include sales taxes. 4. The Gross Revenues, YTY Comps and Transaction figures in Table 1 are based on data that was reported to us by our Franchised Locations. 5. The financial performance representations do not reflect the costs of sales, operating expenses, or other costs or expenses that must be deducted from the Gross Revenue 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 franchised business. Franchisees or former franchisees, listed in the Disclosure Document, may be one source of this information. 1. “Gross Revenues,” “YTY Comps,” and “Transactions” have the same meanings as above. 2. WNW Businesses open 5+ years were open on or before December 31, 2013. WNW Businesses open 2 to 5 years opened between January 1, 2014 and December 31, 2016. WNW Businesses opened 1 to 2 years opened between January 1, 2017 and December 31, 2017. 3. The financial performance representations do not reflect the costs of sales, operating expenses, or other costs or expenses that must be deducted from the Gross Revenue 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 franchised business. Franchisees or former franchisees, listed in the Disclosure Document, may be one source of this information. The financial performance representations for the Gross Revenues of the WNW Businesses in the tables above do not reflect the costs of goods, operating expenses, or other costs or expenses that must be deducted from the Gross Revenues figures to obtain net income or profit. You should conduct an independent investigation of the costs and expenses you will incur in operating your franchised business. Franchisees or former franchisees, listed in the Disclosure Document, may be one source of this information. Written substantiation for the financial performance representation will be made available to prospective franchisees upon reasonable request. Some outlets have sold this amount. Your individual results may differ. There is no assurance that you'll sell as much. {00092735.DOC.3 } 48 [2019 FDD v1F] Other than the preceding financial performance representation, Healthy Pet Partners, LLC does not make any financial performance representations. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting Robert Flanagan at 6834 S. University Blvd., #503, Centennial, Colorado 80122, and (303) 997-0737, the Federal Trade Commission, and the appropriate state regulatory agencies.