$9

Business Description

PWFS is an Ohio limited liability company that was formed on March 1, 2015. Our principal business address is 10700 Montgomery Rd., Ste. 210, Cincinnati, Ohio, 45242. We do business under our name, Pet Wants Franchise System, LLC, and under our trade name, PET WANTS. Our agents for service of process are listed in Exhibit K.

Prior Experience

Parents or Predecessors. Our parent is Franchise Funding Group, LLC, an Ohio limited liability company, and its principal business address is 10700 Montgomery Rd., Suite 101, Cincinnati, Ohio, 45242. We do not have any predecessors. Affiliates. The following companies are affiliates of ours: 1. G.C. Franchising Systems, Inc. (“Growth Coach”) offers franchises under the name THE GROWTH COACH® to provide business and sales coaching, business management, and consulting services to business owners, managers and executives. Growth Coach has offered franchises of this type since December 2002. Growth Coach franchisees help their clients develop or enhance effective business habits, management and organizational skills, business strategies, action plans, and sales techniques, and provide project management assistance. Growth Coach franchisees market their services through direct advertising targeted to potential clients and through personal solicitation of business professionals. As of December 31, 2018, Growth Coach had 64 franchises. Growth Coach does not offer franchises in any other line of business. Growth Coach's principal business address is 10700 Montgomery Road, Suite 210, Cincinnati, Ohio, 45242. 2. F.C. Franchising Systems, Inc. (“Fresh Coat”) offers franchises to operate painting businesses under the trade name FRESH COAT. Fresh Coat has offered franchises of this type since January 2005. Fresh Coat franchisees offer painting and wallpapering services to the general public, particularly homeowners, through direct mail advertising and through referral sources such as real estate agents. As of December 31, 2018, Fresh Coat had 132 franchises. Fresh Coat does not offer franchises in any other line of business. Fresh Coat's principal business address is 10700 Montgomery Road, Suite 210, Cincinnati, Ohio 45242. 3. C.T. Franchising Systems, Inc. (“Caring Transitions”) offers franchises in the business of organizing and conducting sales of estate assets, move management, personal belongings, and household goods under the trade name CARING TRANSITIONS®. Caring Transitions has offered franchises of this type since July 2006. As of December 31, 2018, Caring Transitions had 188 franchises. Caring Transitions does not offer franchises in any other line of business. Caring Transitions' principal business address is 10700 Montgomery Road, Suite 210, Cincinnati, Ohio 45242. 4. T.B. Franchising Systems, Inc. (“TruBlue”) offers franchisees to operate a residential maintenance, yard care, snow removal, and repair business under the trade name TRUBLUE. TruBlue has offered franchises of this type since June 2011. As of December 31, 2018, TruBlue had 28 franchises. TruBlue does not offer franchises in any other line of business. TruBlue's principal business address is 10700 Montgomery Road, Suite, 210, Cincinnati, Ohio 45242.

Business Offered

Our Business Activities and the Franchises to be Offered. We offer both Pet Wants Mobile Franchises and Pet Wants Store Franchisesto operate a businessthat offers pet food and supplies under the business name PET WANTS and uses our other related trademarks and logos (our “Marks”). As a Pet Wants Mobile Franchisee, you will operate a mobile pet food business that delivers and/or ships premium dog and cat food directly to pet owners' homes. A Pet Wants Store Franchise will operate from a permanent retail location (a “Pet Wants Store”) in addition to offering the same delivery and shipping services offered by a Pet Wants Mobile Franchise. To operate a Pet Wants Store you must purchase a Pet Wants Store Franchise and sign a Store Franchise Addendum, a copy of which is attached as Exhibit C to this disclosure document. Some Pet Wants franchisees initially purchase a Pet Wants Mobile Franchise and later transition to a Pet Wants Store. Whether you operate a Pet Wants Mobile Franchise or a Pet Wants Store Franchise, you will offer your products to all dog and cat owners. You will market your services through advertising in various media (including the Internet) targeted to potential consumers, through personal solicitation of referral sources such as veterinarians, pet breeders and pet groomers, and by setting up displays (using your PET WANTS branded delivery vehicle) and offering samples of your products at public venues and events such as flea markets, farmers markets, street fairs and markets, festivals, and dog shows. You will compete with other businesses in the same geographic area that offer pet food such as retail and specialty stores, some of which are national chains, as well as online retailers and businesses similar to your Pet Wants Mobile Franchise and/or Pet Wants Store Franchise that offer a delivery service, including those that may be franchised by other national franchise companies. We will train you to operate your Pet Wantsfranchise. You must be prepared to follow all of our standards and specifications for the quality of the products and services you will provide, customer relations, store design, vehicles and employee uniforms. Prior experience in retailing or the pet food industry is not required. You may operate your Pet Wants Mobile Franchise from a home office, but you will need to rent climate-controlled warehouse space to store your inventory. You will use a vehicle branded with our Marks to deliver the products to your customers' homes. Pet Wants was formed solely for the purpose of offering and supporting Pet Wants franchises. We have offered franchises of this type since April 2015. We have no other business activities and we have never offered franchises or otherwise conducted business in any other line of business. We have never operated a Pet Wants franchise or otherwise conducted a business of the type to be operated, although an entity, LAC143 LLC, has operated a dog and cat food delivery service and two Pet Wants retail locations substantially similar to a Pet Wants Store Franchise in Cincinnati, Ohio, one since 2010 and the second 2 since 2012. The owner of LAC143 LLC owns a non-controlling interest in PWFS. LAC143 LLC became our first franchise owner on April 28, 2015.

Initial Fees

Mobile Franchise. The initial franchise fee1 for a Pet Wants Mobile Franchise is $38,500. This includes a territory with a population between 175,000 and 200,000. If the population of your territory is greater than 200,000, you must pay an additional $500 for all or part of every 1,000 people over 200,000. Store Franchise. The initial franchise fee for a Pet Wants Store Franchise is $48,500. This includes a territory with a population between 175,000 and 200,000. If the population of your territory is greater than 200,000, you must pay an additional $500 for all or part of every 1,000 people over 200,000. Some franchisees who initially purchase a Mobile Franchise will choose to later open a Pet Wants Store Franchise by paying the difference between the then-current initial franchise fee for a Store Franchise and the then-current initial franchise fee for a Mobile Franchise. You can reserve a specific franchise territory for up to 30 days by paying a non-refundable $5,000 deposit and sending us a signed Deposit Remittance Form. The deposit will be applied toward your initial franchise fee. Other than the deposit, each franchise fee is payable in a lump sum. Discounts. We also presently offer the following discounts: • After you purchase your first Pet Wants franchise, you may be eligible to purchase an additional Pet Wants franchise within the next 24 months at a 10% discount from the then-current initial franchise fee. We may cancel or modify this program at any time. • We participate in the International Franchise Association's Veterans Transition Franchise Initiative (“VetFran Program”). The VetFran Program encourages franchise ownership by offering financial incentives to honorably discharged veterans of the U.S. Armed Forces. We offer a $1,000 discount from the initial franchise fee for a Mobile Franchise and a $2,000 discount from the initial franchise fee for a Store Franchise to veterans who meet the requirements of the VetFran program. You may receive only one discount or referral fee on the purchase of any given franchise. The minimum territory size has a population of 175,000. We currently intend to impose each initial franchise fee uniformly except for the discounts described in this Item 5. The initial franchise fee is fully earned when paid and is not refundable except as disclosed below. We presently offer a rebate program called “The Winner's Circle” for new Pet Wants owners that meet our qualifications and that achieve certain revenue goals. For qualifying owners, we will rebate $20,000 of the franchise fee they paid if they attain cumulative gross revenues of at least $210,000 during the twoyear period after the Commencement Date; we will rebate an additional $10,000 of the franchise fee if they received the first rebate and attain cumulative gross revenues of at least $425,000 during the threeyear period after the Commencement Date; and we will rebate the remainder of the franchise fee they paid if they received the first two rebates and attain cumulative gross revenues of at least $750,000 during the four-year period after the Commencement Date. The “Commencement Date” is the first day of the month following the month in which the training program for new owners is completed. To be eligible for any rebate, the owner must not be in default under any agreement between us, must be current on all obligations to us, must have timely reported all gross revenues as required by the franchise agreement, must have paid when due all royalties, national branding fees, and other amounts due under the franchise agreement, and must have substantially complied with all other material terms and conditions of each agreement and instrument between us. NOTE: The revenue goals above are not to be construed as projections or estimates of actual or potential earnings, sales, or revenues. We make no representation 1 All dollar figures are in U.S. currency. 5 that you or any other Pet Wants owner has or will be able to achieve any of the revenue goals required to receive a rebate under this program. See Item 19 of this Disclosure Document for our disclosure regarding financial performance representations. We reserve the right to cancel or modify this rebate program at any time, but owners who have already been accepted into The Winner's Circle will be permitted to complete the program. Your franchise agreement does not give you any option, right of first refusal, or similar right to acquire additional franchises. However, you may purchase a right of first refusal to purchase an additional franchise at any time. The price for a right of first refusal is $3,000. This fee is non-refundable and will be credited toward the initial franchise fee if you exercise the right of first refusal. A right of first refusal would give you the right to purchase a specific franchise territory first if another prospective purchaser shows an interest in purchasing it. Typically, you would have 7 calendar days after receipt of written notice to exercise the right, and we must typically receive your entire balance 7 calendar days after your receipt of notice. However, if we amend our franchise disclosure document after you bought the right of first refusal, we may give you a written notice and a copy of our amended franchise disclosure document at the same time. You would then have 16 calendar days after your receipt of the notice and the amended franchise disclosure document to exercise the right of first refusal. Under these circumstances, we must receive the entire balance within 16 days of your receipt of both the notice and the amended franchise disclosure document. A right of first refusal lasts for 1 year. We reserve the right to change the price for a right of first refusal at any time. A right of first refusal agreement (attached to this disclosure document as Exhibit J) must be signed at the time you purchase a right of first refusal. You will need to purchase an initial inventory of pet food before opening your Pet Wants franchise. As of the date of this disclosure document, the cost of the recommended initial inventory is approximately $3,000 to $5,000 for a Pet Wants Mobile Franchise and $8,000 to $15,000 for a Pet Wants Store Franchise. You are required to purchase all of your inventory from us or a supplier that we designate, which may be an affiliate of ours. Presently, Pet Wants is the only approved supplier for PET WANTS brand dog and cat food. None of the fees described in this Item 5 are refundable under any circumstances

Financing

We do not offer direct or indirect financing. We do not guarantee your note, lease, or 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 performance at a particular location or under particular circumstances. Presented below are historic Gross Revenue figures for certain franchised Pet Wants business owners for the one-year period from January 1, 2018 through December 31, 2018. Only data from franchisees who 32 were open for at least three years as of December 31, 2018 and who reported Gross Revenue from January 1, 2018 through December 31, 2018 were included in the table. The information has been extracted from financial reports submitted to us by our franchisees. The financial reports submitted to us were prepared by the franchisee in most cases, not reviewed or audited by an independent accountant. We have not audited or independently verified any of this information. There were 84 Pet Wants franchises (each franchise consists of a single franchise territory) in operation as of December 31, 2018, which were owned by 76 franchisees. Of those, 13 franchisees were open for at least three years as of that date and reported Gross Revenue for the period from January 1, 2018 and December 31, 2018. The franchisee with the highest gross revenue is LAC143, LLC, which has operated a dog and cat food delivery service and a Pet Wants retail location substantially similar to a Pet Wants Store Franchise in Cincinnati, Ohio since June 2010. LAC143 opened a second location in July 2012. Both locations are located in a historic urban area near Cincinnati's central business core. The second location was added primarily to provide warehouse space and a “kitchen” for the preparation of Pet Wants branded dog and cat treats. Although it does have a limited amount of retail space, it is only 7 blocks from the first location and retail traffic is directed primarily to the original location. In 2015, LAC143 became our first franchise. For purposes of this Item 19, “Gross Revenue” means the total of all income arising from the operation of the franchised business, whether cash or credit. It is recognized on an accrual basis and regardless of collection, which means that a franchisee's Gross Revenue for any period represents how much a franchisee billed its clients during the period, not how much the franchisee received. Gross Revenue does not include the amount of refunds and discounts made to clients, or the amount of sales or excise taxes that are separately stated and that the franchisee is required to and does collect from clients and pays to the appropriate taxing authority. The Gross Revenue figures do not reflect the costs of sales, other operating expenses, or other costs or expenses that must be deducted from Gross Revenue to obtain your net income or profit. Those expenses include fees you are required to pay us under the terms of your franchise agreement, such as royalties and national branding contributions. Your sales and operating expenses will vary depending on many factors, such as the geographic location of your territory, competition from other providers in your market, the effectiveness of your advertising, whether you manage your franchise yourself or hire a 33 general manager, your pricing, the prices you pay for supplies, employee salaries and benefits (health insurance, retirement plan, etc.), other employment conditions in your market, insurance costs, and ability to generate clients. You should conduct an independent investigation of the costs and expenses you will incur in operating a Pet Wants franchise. We strongly suggest that you consult a financial advisor or accountant for assistance in reviewing the table and in preparing your own financial projections, and for advice about the income and other taxes you will incur in operating a Pet Wants franchise and the effect of non-cash expenses such as depreciation and amortization on your business. The success of your Pet Wants franchise will depend largely upon your personal abilities and how you use them, your willingness to engage in personal sales activities (or your ability to hire someone else to), the number of potential customers in your market and their household income levels, and the number of competitors in your market. Some outlets have sold this amount. Your individual results may differ. There is no assurance that you'll sell as much. Written substantiation for the financial performance representation will be made available to you upon request. Other than the preceding financial performance representation, we do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. 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 Jeff Siehl, General Counsel/Vice President, 10700 Montgomery Rd., Ste. 210, Cincinnati, Ohio 45202, (513) 587-4980, the Federal Trade Commission, and the appropriate state regulatory agencies.