$5

Business Description

We were formed as a Texas limited liability company on April 22, 2010 as “Alamo Newco, LLC” and changed our name to Alamo Drafthouse Cinemas, LLC and began operations on May 28, 2010. Our principal business address is 612 A East 6th Street, Austin, Texas 78701 and we do business under our limited liability company name and the Marks described below. We or our predecessors have franchised theater/restaurant venues that feature first run movies combined with in-theater food and beverage service (“Venues”) since January 2003. The Venues are generally located in urban areas. The Venues will feature the marks “Alamo Drafthouse” and “Alamo Drafthouse Cinema” and the additional principal service marks, trademarks, trade names, logos, emblems and indicia of origin identified in Item 13. These principal marks and all other marks that may be designated by us in the future in writing for use with the System (defined below) are referred to in this Disclosure Document as the “Marks.” We indirectly own 17 Venues as of the date of this Disclosure Document, all but one of which we acquired from certain of our officers and directors described in Item 2 in connection with the Restructuring Transaction described below. Certain of our officers and directors have had ownership interests in Venues since April 1997. We have not offered franchises in any other line of business and we do not engage in any other business activity. Except as described in this Disclosure Document, we have not offered franchises in this or any other line of business

Prior Experience

We acquired the assets of our immediate predecessor Alamo Drafthouse Cinemas, Ltd. (“ADC II”) on May 28, 2010. ADC II was originally formed as a Texas limited partnership on May 17, 2004 under the name “Alamo Drafthouse Cinemas, Ltd.” (“ADC I”) and began business in July 2004. On March 11, 2008, ADC I was merged into its then parent Alamo Ownership Group, Ltd., which merged entity became ADC II. On May 28, 2010, ADC II was renamed ADC Partners, Ltd. and became our past parent. Our other past parent is League Holdings, LLC, a Texas liability company formed on April 22, 2010, which contributed its assets to our current parent as part of the Restructuring Transaction described below. ADC Partners, Ltd. (formerly ADC II) and League Holdings, LLC share our principal business address at 612 A East 6th Street, Austin, Texas 78701. ADC I acquired the business in July 2004 from ADCFS, Ltd., a Texas limited partnership (“ADCFS”) formed in January 2003 and cancelled in July 2006. The last known principal business address of ADCFS was 2700 West Anderson Lane, Austin, Texas 78757. Our current direct parent is Alamo Drafthouse Cinemas Holdings, LLC, and a Delaware limited liability company (“Alamo Holdings”) formed on April 9, 2018. On June 12, 2018, Alamo Holdings 4834-4856-8657 v.15 2019 FDD -2- purchased 100% of the then current ownership interests in us as part of an overarching restructuring transaction (collectively, the “Restructuring Transaction”) in which our previous owners contributed substantially all of their ownership interests in us and, among other pass-through entities, the 19 Venues that they indirectly owned, to two new indirect parent entities that own Alamo Holdings and us indirectly, namely Catalina Brothers, Ltd., a Texas limited partnership formed on March 20, 2018 and controlled by our President and Chief Development Officer Dave Kennedy (“Catalina”) and Major Kong Industries, Ltd, a Texas limited partnership formed on April 10, 2018 and majority controlled by our Chief Executive Officer Tim League (“Major Kong”). Alamo Holdings, Catalina and Major Kong all share our corporate address at 612 A East 6th Street, Austin, Texas 78701. As part of the Restructuring Transaction, our former affiliate Alamo South Lamar, L.P. also contributed the intellectual property relating to our Rolling Road Show and Fantastic Fest events to us, which we may make available to franchisees from time to time. One day after the Restructuring Transaction, our indirect Parents Catalina and Major Kong sold a minority interest in Alamo Holdings to ACP Alamo Holdings, Inc., a Delaware corporation formed on April 27, 2018 (“ACP”), which is an investment vehicle controlled by investment funds managed by Altamont Capital Management, LLC, a California limited liability company formed on May 22, 2010 (“Altamont”). Altamont, ACP and their related entities all share the same principal business address at 400 Hamilton Avenue, Suite 230, Palo Alto, California 94301. Concurrently with the sale of the minority interest in us to ACP, our parent Alamo Holdings also purchased four previously franchised Venues in and around San Antonio, Texas, which we now treat as company-owned Venues. Our Chief Executive Officer Tim League indirectly owns Alamo Bloc, LLC, a California limited liability company that is developing a Venue in Los Angeles, California. Its principal business address is also 612 A East 6th Street, Austin, Texas 78701. Effective December 3, 2012, we spun off our Drafthouse Films division to an affiliate named Drafthouse Media, LLC (“Drafthouse Media”). Drafthouse Media distributes films occasionally that our franchisees may be permitted to run at their Venues. Drafthouse Media is a Texas limited liability company that shares are principal address and is owned by our Chief Executive Officer Tim League and our President and Chief Development Officer Dave Kennedy. Prior to the Restructuring Transaction, we purchased our current affiliate Mondo Tees, LLC in April 2018 from our Chief Executive Officer Tim League. Mondo Tees, LLC creates and sells TV and comic paraphernalia and merchandise that is made available for sale to franchisees. Mondo Tees, LLC is a Texas limited liability company that shares are principal address. Our Chief Executive Officer Tim League also has an indirect ownership interest in Neon Rated, LLC, a Delaware limited liability company that distributes films occasionally that our franchisees may be permitted to run at their Venues. Its principal address is 35 Clifton Place, Brooklyn, New York 11238. ADCFS offered Alamo Drafthouse Cinema franchises from January 2003 until July 2004. ADC I offered Alamo Drafthouse Cinema franchises from August 2004 to March 2008. ADC II offered Alamo Drafthouse Cinema franchises from March 2008 to May 2010. To our knowledge, our parents, predecessors and affiliates have not conducted any other business and have not offered franchises in any other line of business. There are no other parents, predecessors or affiliates required to be disclosed in this Disclosure

Business Offered

We franchise the right to establish and operate a single Venue under the Marks and the System under the terms of the Franchise Agreement. Your Venue will typically have between 35,000 and 45,000 square feet of space, have 9 to 11 movie screens showing first-run movies and offering in-theater food and beverage service. The Venue will be established and operated under a comprehensive and unique system (the “System”) that includes distinctive exterior and interior design, decor, color scheme, and furnishings; uniform standards, specifications, and procedures for operations; quality and uniformity of products and services offered; procedures for inventory, management and financial control (including point of purchase and tracking systems); training and assistance; and advertising and promotional programs; all of which we may change, improve, and further develop, in our discretion. Certain aspects of the System are more fully described in this Disclosure Document and the Operations Digital Library that are provided to you (described in Item 11). We offer the right to establish and operate a Venue under the terms of a single unit franchise agreement (the “Franchise Agreement”). The Franchise Agreement that you must sign is attached as Exhibit A-2 to this Disclosure Document. You may be an individual or legal entity. Under the Franchise Agreement, certain parties are characterized as your Principals (referred to in this Disclosure Document as “your Principals”). The Franchise Agreement is signed by us, by you, and by those of your Principals whom we designate as Controlling Principals. In most instances, we will designate your principal equity owners and executive officers, and certain affiliated entities as Controlling Principals. By signing the Franchise Agreement, your Controlling Principals agree to be individually bound by certain obligations in the Franchise Agreement, including covenants concerning confidentiality and noncompetition, and to personally guarantee your performance under the Franchise Agreement (See Item 15). Depending on the type of business activities in which you or your Principals may be involved, we may require you or your Principals to sign additional confidentiality and noncompetition agreements. You must also designate an “Operating Principal” who will be the main individual responsible for your business. If you are an individual, you will be the Operating Principal. If you are not an individual, the person you designate as your Operating Principal must maintain an equity interest in you. The Operating Principal must sign the Franchise Agreement as the Operating Principal and as one of your Controlling Principals (See Item 15). The Operating Principal must individually make certain covenants in the Franchise Agreement and must personally guarantee your performance under the Franchise Agreement. We typically require you to complete and submit a franchise application and confidentiality agreement (“Franchise Application”) to us and pay us an initial franchise application fee before we begin material discussions with you regarding a specific transaction or potential site for a specific Venue. Our form franchise application and confidentiality agreement is attached as Exhibit A-1. Information regarding the Application Fee is set forth in Item 5. Historically, we entered into multi-venue development agreements with prospective franchisees. We now intend to focus solely on single Venue transactions under the Franchise Agreement, but we will consider an existing franchisee who has successfully proven their financial and operational capabilities for additional development in and around their Venue. However, in certain, very limited circumstances, we may offer to you the right to enter into an area development agreement to develop more than 1 franchised Venue within a specifically described geographic area (the “Development Agreement”). The 4834-4856-8657 v.15 2019 FDD -4- Development Agreement that you must sign is attached as Exhibit I to this Disclosure Document. We will determine the geographic area before you sign the Development Agreement and it will be included in the Development Agreement (the “Potential Venues Area”). Under a Development Agreement, you must establish more than 1 Venue within the Potential Venues Area according to a development schedule, and to enter into a separate Franchise Agreement for each Venue established under the Development Agreement. The Franchise Agreement for the first Venue developed under the Development Agreement will be in the form attached as Exhibit A to this Disclosure Document. For each additional Venue developed under the Development Agreement, you must sign the form of Franchise Agreement that we are then offering to new franchisees. The size of the Potential Venues Area will vary depending upon local market conditions and the number of Venues to be developed, and as further explained in Item 12 we may not offer you any exclusivity under the Development Agreement or we may limit any exclusivity granted to you as to both geographic scope and time such that you may compete with us or other franchisees to find sites for Venues in your Potential Venues Area. The person or entity signing the Development Agreement is referred to as the “Developer.” The Development Agreement contains concepts similar to the Franchise Agreement involving the “Developer's Principals,” Controlling Principals of Developer, and an Operating Principal of Developer. For purposes of this Disclosure Document, the terms your Principals, Controlling Principals and Operating Principal, include those persons having similar obligations identified in both the Development Agreement and Franchise Agreement, and the terms you, your, and Franchisee also include the Developer under the Development Agreement, unless we have noted otherwise. Any reference to the “Agreements” means the Development Agreement and the Franchise Agreement, as applicable. We are an authorized supplier of certain pre-opening site selection, design and construction services (collectively, “Real Estate Services”). If you engage us to perform Real Estate Services, you may sign a real estate services agreement with us (depending on the type of Real Estate Services, and you will pay us an agreed Real Estate Services Fee based on the Real Estate Services we perform. See Items 5, 8 and 11. We may permit you to develop and operate a separately branded bar on the premises of your Venue (the “Bar”). We will have approval over any and all names, trademarks or logos you select for use in the Bar, and may at our election own and register the names, trademarks and logos for your Bar, but we are not obligated to do so. In all cases, the names, trademarks and logos for your Bar will be considered part of the Marks, the Bar will be considered part of the Venue and the Bar must be developed and operated under the System and pursuant to our standards and specifications. You will not be permitted to use the names, trademarks or logos of the Bar other than on the premises of the Venue, and in no case may you use the names, trademarks or logos of the Bar in any other business venture during or after the term of your Franchise Agreement. See Items 13 and 15.

Initial Fees

Franchise Application Fee You must pay us a franchise application fee of $37,500 (“Application Fee”) when you submit your Franchise Application. If you withdraw your franchise interest before we sign a Franchise Agreement or Development Agreement, or we elect not to offer you a franchise, we will refund the Application Fee without interest, less a $5,000 processing fee. If we enter into a Franchise Agreement (or Development Agreement) with you, we will apply the Application Fee to your Initial Franchise Fee (or Initial Development Fees), as applicable. Except as noted above, the Application Fee is non-refundable. Initial Franchise Fee You must pay us a franchise fee of $125,000 for the right to establish a single Venue under a Franchise Agreement. You must pay the initial franchise fee in full when you sign the Franchise Agreement and the initial franchise fee is the same for all franchisees under this offering, but we will credit your payment of the Application Fee to you initial franchise fee at the time of payment (if not already credited to any development fees you have under a Development Agreement with us). The initial franchise fee is not refundable. 4834-4856-8657 v.15 2019 FDD -9- Opening Assistance Costs You must reimburse us for the associated costs (including but not limited to payroll, travel, lodging and meals) of our opening training team members and opening assistance for each Venue. We estimate these costs to range from $50,000 to $70,000 for a set of 16 to 24 opening training team members for your first Venue and will decrease as fewer opening training team members are required for your second and other Venues. See Items 6 and 11. Real Estate Services Fee We are an authorized supplier of Real Estate Services. See Item 1. If you engage us to perform Real Estate Services, you will sign a form of real estate services Agreement and pay us a Real Estate Services Fee up to $150,000 for the Real Estate Services we perform. We have not previously performed Real Estate Services, and do not have a specific form of real estate services agreement prepared. We will agree on the scope of Real Estate Services and may prepare a form of real estate services agreement depending on the scope of the Real Estate Services if you elect to engage us. The Real Estate Services Fee for Real Estate Services is not refundable. See Items 7, 8 and 11. Initial Development Fee We do not generally enter into Development Agreements with prospects. However, if we consider you for development rights and you enter into a Development Agreement to develop more than 1 Venue, you must pay a separate development fee of $50,000 per Venue to be developed when you sign the Development Agreement. The basis for calculating the development fee will be the same for all franchisees entering into Development Agreements under this offering; however, the actual dollar amount paid may vary depending on the number of Venues you commit to develop. You must pay the initial development fee in full when you sign the Development Agreement, but we will credit your payment of the Application Fee to your development fees. The development fee is not refundable.

Financing

Neither we nor any agent or affiliate offers direct or indirect financing to you, guarantees any note, lease or obligation of yours, or has any practice or intent to sell, assign or discount to a third party all or any part of any financing arrangement of yours.

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 this 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. ******* The below table sets forth certain average and median Gross Sales per screen and average and median costs per screen for our last fiscal year ending December 27, 2018 for (1) 12 franchised Venues that were open and operating all 12 months during our last fiscal year; (2) 15 company-affiliated Venues that were directly or indirectly owned by us, our Chief Executive Officer Tim League or our Chief Strategy Officer Dave Kennedy and that were open and operating all 12 months during our last fiscal year; and (3) all 27 franchised and company-affiliated Venues that were open and operating all 12 months during our last fiscal year. We have excluded the Ritz, which is a 2-screen Venue in Austin, Texas owned by us that shows specialty programming. We have also excluded any Venues that either opened or closed during the 2018 fiscal year and were therefore not open the entire fiscal year, which includes one franchised Venue previously located in Houston, Texas (closed in June 2018). See Item 1, Item 20 and Exhibit G-1. Data used in these tables is based on information reported to us by our accounting team, our Chief Executive Officer Tim League, our Chief Strategy Officer Dave Kennedy and our franchisees. We have not audited or verified this information. Notes explaining certain points in the below three charts are found at the end of the last chart.