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Business Description

SuperShuttle is a Delaware corporation that was incorporated on October 14, 1986 and does business as SuperShuttle. SuperShuttle's principal business address is 14500 N. Northsight Blvd., Suite 329, Scottsdale, Arizona 85260, telephone (480) 609-3000. Neither SuperShuttle nor SuperShuttle Sacramento has any predecessors. SuperShuttle Sacramento is a California corporation that was formed on January 16, 2002 and does business as SuperShuttle Sacramento. SuperShuttle Sacramento's principal business address is 4740 Northgate Blvd., Ste. 100, Sacramento, California 95834, telephone (916) 648- 2500. SuperShuttle Sacramento's predecessor, SuperShuttle San Francisco, Inc., conducted the Sacramento operations from Cctober 1995 until January 2004. SuperShuttle Sacramento's and SuperShuttle's agents for service of process are disclosed in Exhibit B. SuperShuttle Sacramento's and SuperShuttle's parents and their addresses are disclosed in Exhibit C.:

Prior Experience

SuperShuttle Sacramento has operated a shared ride shuttle service in the Sacramento market between October 1995 and January 2004. At that time, SuperShuttle Sacramento stopped operating vans itself and since then SuperShuttle Sacramento's business involves, coordinating airport ground transportation by franchisees and administering the franchise system, rather than itself conducting shared ride shuttle services. SuperShuttle does not currently operate a shared ride shuttle service or other transportation services. However, several of SuperShuttle's and SuperShuttle Sacramento's affiliates have operated transportation businesses and offered franchises. • SuperShuttle Los Angeles, Inc. and its predecessor operated shuttle services in Los Angeles, California and Orange County, California from 1983 to 1994 and from December 1998 to January 2000. It has offered franchises for shared ride shuttle service since December 1999, and its principal address is 531 Van Ness Avenue, Torrance, California 90501. • SuperShuttle San Francisco, Inc. has operated a shared ride shuttle service in San Francisco, California since 1985. It has offered franchises for shared ride shuttle service since April 2001, and its principal address is 160 S. Linden Avenue, Suite 300, South San Francisco, California 94080. • SuperShuttle Arizona, Inc. has operated a shared ride shuttle service in Phoenix, Arizona since 1986. It has offered franchises for shared ride shuttle service since April 2003, and its principal address is 3545 S. 28‘^ Street, Phoenix, Arizona 85040. SuperShuttle Arizona also offered franchises to operate ExecuCar executive sedan transportation services from SMF2019(10-yr) \40768723\2 April 2005 through April 2014. During that time, 283 franchises were sold. It no longer offers this program and there are no franchisees as of December 31,2018. SuperShuttle DFW, Inc. has operated a shared ride shuttle service in Dallas, Texas since 1987. It has offered franchises for shared ride shuttle service since August 2005, and its principal address is 1840 W. Airfield Drive, Suite 300, Dallas, Texas 75261. SuperShuttle of Minnesota, Inc. has operated a shared ride shuttle service in Minneapolis, Minnesota since April 2002. It has offered franchises for shared ride shuttle service since July 2002, and its principal address is 618 Industrial Boulevard, Minneapolis, Minnesota 55413. Shuttle Associates, LLC has operated a shared ride shuttle service in the Manhattan area of New York since May 1998. It has offered franchises for shared ride shuttle service since May 1999, and its principal address is 45-02 Ditmars Blvd., Ground Floor, Astoria, New York 11105. Shuttle Associates, LLC also offers franchises to operate ExecuCar executive sedan transportation services and has done so since October 2008. It has 4 ExecuCar franchises as of December 31,2018. Washington Shuttle, Inc. has operated a shared ride shuttle service in the District of Columbia and Alexandria, Virginia areas since February 1997. It has offered franchises for shared ride shuttle services since July 1999, and its principal address is 6900 Virginia Manor Road, Suite 110, Beltsville, Maryland 20705. The Limo, Inc. has operated a shared ride shuttle service and executive sedan transportation in the Tampa, Florida area since June 1978. The Limo, Inc. has also provided a shared ride shuttle service and executive sedan transportation in the Orlando, Florida area since July 2010. It has offered franchises for shared ride shuttle service in Tampa area since April 2005, and its principal address is 16991 US Flwy 19 N., Clearwater, Florida 33764. Cloud 9 Shuttle, Inc. has operated shuttle service in the San Diego, California area from December 1992 to February 2003. It has offered franchises for shared ride shuttle service since February 2003, and its principal address is 2535 Camino del Rio South, #150, San Diego, California 92108. Cloud 9 Shuttle, Inc. also offers franchises to operate ExecuCar executive sedan transportation services and has done so since April 2008. It has 25 ExecuCar franchisees as of December 31, 2018. Golden Touch Transportation of NY, Inc. has provided certain transportation services in the metropolitan New York area utilizing coach buses, vans, sport utility vehicles and sedans since 1992 under the name "Golden Touch". It has offered franchises for these services since December 1992, and its principal address is 45-02 Ditmars Blvd., Ground Floor, Astoria, New York 11105. Golden Touch Transportation of NY, Inc. also offered franchises to operate ExecuCar executive sedan transportation services beginning in December 1992. In April 2016, Golden Touch Transportation of NY, Inc. discontinued offering franchises to operate ExecuCar executive sedan transportation services. It no longer offers this program and there are no franchisees as of December 31,2018. SMF2019(10-yr) \40768723\2 • SuperShuttle Houston, LLC began providing shuttle services in the Houston area in August 2009. It has offered franchises for shared ride shuttle service since June 2010, and its principal address is 2800 N. Terminal Road, Terminal A, Houston, Texas 77032. SuperShuttle Sacramento has offered unit franchises to independent businesses since May 2005. Under programs that are described in a separate Disclosure Document, SuperShuttle Sacramento also offers unit franchises for 1-year and 5-year terms for an initial fee of $100.00 for a 1-year franchise and $500.00 for a 5-year franchise. SuperShuttle has most recently offered franchises since June 1993. Before that, SuperShuttle had granted one license in 1988. Neither SuperShuttle nor any of its affiliates have offered franchises in any other line of business other than those described above.

Business Offered

SuperShuttle Sacramento grants to independent businesses the right to operate one “SuperShuttle System” van during certain specified hours to provide shared ride shuttle services and certain other services for a ten-year term within a certain geographic area and to participate 1 SMF2019(10-yr) \40768723\2 in the SuperShuttle trip generating system. SuperShuttle Sacramento reserves the right to refuse to grant you or any other person additional franchises. A factor in determining whether to grant additional franchises may be SuperShuttle Sacramento's policy as of the date this Disclosure Document was issued of not permitting franchisees or their owners to own rights in more than 5% of SuperShuttle Sacramento's franchises or unit franchisees. You choose the hours during which you will operate. Your operations are subject to laws and regulations that affect the transportation industry. These include limitations on the number of hours an individual may drive, but you may employ additional operators who meet regulatory authorities' criteria and those criteria that are part of the SuperShuttle system and marketing plan. For administrative purposes, if you choose a 24-Hour Franchise, SuperShuttle Sacramento will consider each “day” to begin at 12 noon and continue until 12 noon of the next day. If you choose an AM Franchise, you operate during a 14-hour period each day from 1:00 a.m. to 3:00 p.m. If you choose a PM Franchise, you operate during a 14-hour period from 11:00 a.m. to 1:00 a.m. If you choose an Overnight Franchise, you operate during a 14-hour period from 5:00 p.m. to 7:00 a.m. If you operate an AM Franchise, a PM Franchise or an Overnight Franchise, your system fee is lower (see Item 6). Up to two times each calendar year, you can change your franchised hours if you give SuperShuttle Sacramento at least one week's written notice. Not all types of franchises may be available at all times. You may also conduct charter operations which are pre-arranged transportation between locations (other than airports or other regulated transit hubs (e.g. train stations, bus stations, ferry and cruise ship terminals), including exclusive non-shared transportation, within your area. Charter operations do not include the use of the SuperShuttle trip generating system. However, if required by a regulatory authority, you must maintain records of the charter operations. You may not conduct charter or shuttle operations in competition with SuperShuttle. This restriction is necessary to safeguard the brand image and to protect the interests and investments of all the franchisees, and is customary in franchised businesses. Accordingly, you may not use any equipment provided by SuperShuttle or carry any label or mark of SuperShuttle for any purpose except as permitted in the Unit Franchise Agreement with SuperShuttle Sacramento. You are further prohibited from using or disclosing any proprietary information or methods for any purpose except in furtherance of your Unit Franchise Agreement with SuperShuttle Sacramento. You may use your SuperShuttle vehicle for any legal use which does not 1) compete for airport passenger transportation business with other SuperShuttle franchisees or SuperShuttle Sacramento: or 2) impugn or damage the SuperShuttle franchise system or SuperShuttle's trademarks or goodwill, as long as you affix an appropriate magnetic and dashboard sign indicating PRIVATE CHARTER or NOT IN SERVICE to your vehicle. This does not apply when you are using your vehicle for charter operations. In addition to the franchise business described above, SuperShuttle Sacramento may offer you other opportunities to bid on contracted services that SuperShuttle Sacramento may have available from time to time. These might include separate opportunities to provide services, such as accessible services, between terminals in the airport or to other facilities or agencies. These business opportunities will be offered to all SuperShuttle Sacramento franchisees that meet the terms set by the customer, on a “first come, first served” basis. You may accept or decline the offer to bid. If you do bid and receive the right to provide one of these contracted services, you must complete the service. You must also adhere to pricing and gratuity requirements that SuperShuttle Sacramento has agreed to provide. You may also have to sign a separate independent contractor agreement with SuperShuttle Sacramento to provide the service. SMF 2019(10-yr) \40768723\2 When you pay a $1,500 security deposit to SuperShuttle Sacramento, SuperShuttle Sacramento installs the decals on your vehicle and certain equipment for your vehicle, SuperShuttle Sacramento will provide you and each of your operators access to the SuperShuttle Operator App. The equipment SuperShuttle Sacramento installs in your vehicle is a passenger assist bar and an on-board camera such as SmartDrive®. This equipment may also include automated vehicle identification transponders. The airport authority may require that SuperShuttle Sacramento install an automated vehicle-tracking device in your vehicle at any time. You pay $250.00 to' SuperShuttle Sacramento for the cost to install the decals on your vehicle and to remove them when your Unit Franchise Agreement expires or terminates. If you lease your vehicle from SuperShuttle Sacramento or its affiliate, you will not have to pay this fee since the decals will be installed as part of your vehicle lease. SuperShuttle Sacramento loans this equipment and provides access to the SuperShuttle Operator App to you for your use while you are a franchisee. These loans are secured by a grant to SuperShuttle Sacramento of a security interest in your franchised vehicle. If you sign the Unit Franchise Agreement in connection with a renewal term, you must also sign the Renewal Addendum attached as Exhibit I to the Unit Franchise Agreement.

Initial Fees

You must pay an initial franchise fee of $25,000.00 when you begin operations, unless you are signing it in connection with a renewal term. This fee is non-refundable. Additionally, you must pay $250.00 to SuperShuttle Sacramento for the application of decals to your vehicle when you sign the Unit Franchise Agreement. This fee will also cover SuperShuttle Sacramento's removal of the decals following expiration or termination of the Unit Franchise Agreement. If you lease your vehicle from SuperShuttle Sacramento or its affiliate, you will not have to pay this fee since the decals will be installed as part of your vehicle lease. You must also pay SuperShuttle Sacramento a $1,500.00 deposit when you sign the Unit Franchise Agreement for the decals and other equipment that SuperShuttle Sacramento lends you and installs in your SuperShuttle vehicle if you choose to use the trip generating system. SuperShuttle Sacramento will refund this deposit to you at the expiration or termination of your Unit Franchise Agreement when you return your vehicle to SuperShuttle Sacramento to have them removed (see Item 17). You must grant SuperShuttle Sacramento a security interest in your vehicle. This security deposit is for the decals and equipment only and not a deposit for your vehicle. You must also contribute a weekly amount to an airport expense reimbursement fund from which SuperShuttle Sacramento will obtain reimbursement for airport loop fees, airport concession fees, airport permits, airport vehicle inspection fees, and, if applicable, airport curbside and airport ticket counter operations, and toll fees. The first payment is due when you sign the Unit Franchise Agreement, and is $100.00 as of the date this Disclosure Document was issued. In addition, if your vehicle is insured through SuperShuttle Sacramento, you must reimburse SuperShuttle Sacramento for insurance costs for your vehicle (see Item 6). If you acquire your franchise through the Franchise Resale Opportunity Program, your purchase price may exceed the initial franchise fee described above. SuperShuttle Sacramento may adopt incentive or discount programs that affect the amount of the initial franchise fee for certain franchisees. For example, franchisees that operate accessible vehicles may pay a lower initial franchise fee. In addition, SuperShuttle Sacramento may elect to provide honorably discharged veterans of the U.S. military a discount of up to 10% of the initial franchise fee.

Financing

If a franchisee participates in the Franchise Resale Opportunity Program described in Item 1, SuperShuttle or SuperShuttle Sacramento will finance the transferee's purchase price, up to the then-current initial franchise fee charged by SuperShuttle Sacramento. The term of the loan will be for 7 years and the transferee must pay interest on the principal balance of the loan at the rate of 9% per annum or the highest legal rate, if lower. The transferee will also sign the form of Note attached in Exhibit K. The down payment will be applied first against any amount owed by the selling franchisee to SuperShuttle Sacramento with the balance, if any, to the selling franchisee. The transferee will make weekly payments, which include principal and interest, to SuperShuttle Sacramento. The weekly payments will be allocated as follows: (a) payment of any delinquent amounts then owed by the transferee to SuperShuttle Sacramento; (b) payment of a management fee to SuperShuttle Sacramento (see Item 6); (c) payment of any amounts still owing by the selling franchisee to SuperShuttle Sacramento; (d) payment of interest on the purchase price amount financed; and, (e) the balance to the selling franchisee. If the transferee is delinquent on any other amounts owed to SuperShuttle Sacramento under the Unit Franchise Agreement, SuperShuttle Sacramento may allocate all or a portion of the weekly payments to the delinquent amounts before paying the selling franchisee. If the transferee defaults on the Note or the Unit Franchise Agreement, SuperShuttle Sacramento shall notify the selling franchisee who will have the option within 90 days of notice: (i) to re-enter into its original franchise agreement with SuperShuttle Sacramento (with the term that was remaining at the time of the transfer), and resume operating the franchise business; (ii) to transfer the franchise to another transferee; or (iii) to do nothing in which case the selling franchisee will not receive any further payments. After the termination of the defaulting transferee's Unit Franchise Agreement, the franchise is nonoperational until the selling franchisee re-signs its original franchise agreement or transfers the franchise. If the selling franchisee still owes SuperShuttle Sacramento any amounts under the original franchise, the selling franchisee must repay those amounts. The Note is not subject to offset or counterclaim. The transferee must repay SuperShuttle or SuperShuttle Sacramento for any costs of collection, including attorney's fees. The Note contains a waiver of acceptance, notice of acceptance, notice of demand for payment or nonperformance, presentment, protest, notice of default and the right to assert any statute of limitations. The Note also contains consents to extensions, renewals and modifications of the Note, to any forbearance by the lender and the release, addition and substitution of any party liable under the Note and to personal jurisdiction in Sacramento, California and service of process authorized by California law. The transferee does not 28 SMF2019(10-yr) \40768723\2 have to grant SuperShuttle or SuperShuttle Sacramento any security interest under the Note, the transferee must grant SuperShuttle Los Angeles a security interest in the vehicle and certain equipment. Neither SuperShuttle nor SuperShuttle Sacramento has any practice or present intent to sell, assign or discount the Note to a third party. However, neither SuperShuttle nor SuperShuttle Sacramento is restricted from doing so, and if they do sell or assign the Note, the transferee and selling franchisee may lose their defenses as a result. Except as disclosed above, neither SuperShuttle Sacramento nor SuperShuttle offers direct or indirect financing. Neither SuperShuttle Sacramento nor SuperShuttle guarantees 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 recorids 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. The financial data presents historic financial performance information of franchisees in SuperShuttle Sacramento's system for calendar year 2018 and does not necessarily apply to you. Information is included in the charts for all SuperShuttle Sacramento franchisees that operated during any part of 2018. The charts do not include information for any franchisee that became a franchisee on or after January 1, 2019. Many factors, such as changes in the economy and fuel costs, can have an effect on your actual results. If you have an associate operator your expenses will include any amounts you pay this operator. The figures set forth below do not reflect the cost of sales or operating expenses that must be deducted from the gross revenue or gross sales figures to obtain your net income or profit. The best source of cost and expense data may be from franchisees and former franchisees, some of whom are listed in Exhibit F. You should conduct an independent investigation of the costs and expenses you will incur in operating your franchised business. The sources of the information in the charts for gross revenues, gross revenue per van and total shifts are the trip sheets that franchisees complete and the SuperShuttle cashiering program that stores the information. A trip sheet, which is required by the airport authority or by the CPUC's Public Utilities Commission General Order 157 or another regulatory authority, is completed for each shift. By “shift” we mean the period of time during a franchisee's business day, in which the van is being operated using the SuperShuttle trip generating system. The trip sheet includes identification of the vehicle, the name of each passenger, the number of persons in each passenger's party and the fares charged. Franchisees enter the information into the SuperShuttle cashiering program on a weekly basis when they cash out. SuperShuttle Sacramento has access to the information input by franchisees in this cashiering program. SuperShuttle Sacramento does not control when a franchisee logs on to the dispatch system and depends on franchisees to SMF2019(10-yr) \40768723\2 report information on shifts when completing trip sheets. Associate operators do not report directly to SuperShuttle Sacramento. SuperShuttle Sacramento uses this information, among other things, to verify franchisees' calculation of license fees. SuperShuttle Sacramento has not independently verified this information. I