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Business Description

AFC Franchising, LLC, is the franchisor and is referred to as “Company”, “AFCF”, “us”, “our”, and “we” in this disclosure document. “You” and “your” means the person or entity that buys the franchise. If you are a corporation, limited liability company, or general or limited partnership, the provisions of the franchise agreement also apply to your owners. We are an Alabama limited liability company and were formed on March 19, 2013. Our principal place of business is at 3700 Cahaba Beach Road, Birmingham, Alabama 35242. Our agents for service of process are listed in Exhibit E to this disclosure document

Prior Experience

Our Parent is American Family Care, Inc., an Alabama corporation, and its principal place of business is 3700 Cahaba Beach Road, Birmingham, Alabama 35242 (“Parent”). Parent opened its first urgent care clinic in 1982 in Hoover, Alabama. As of 11/30/2018, it and its subsidiaries operated 66 clinics in Alabama, Florida, Georgia, and Tennessee. Parent does not offer, and has not previously offered, franchises in this or any other line of business. Parent may provide goods and services to our franchisees. We currently do not have any affiliates that offer, or have previously offered, franchises in this or any other line of business. Parent is an approved supplier that provides or will provide construction oversight services, supplies and equipment (including vaccinations), laboratory consulting, new clinic setup and an optional weight-loss program, products, and credentialing assistance to our franchisees. Our affiliate, American Healthcare Resources, LLC (“AHR”), is an approved vendor of personnel, recruiting and other services to our franchisees and has the same address as our Parent. Our affiliate, AFC Purchasing, LLC (“AFCP”), is an approved supplier of medical supplies, equipment, and other products to our franchisees and also has the same address as our Parent. Other than Parent, AHR and AFCP, we do not currently have any other affiliates that provide products or services to our franchisees. Our affiliate, AFC Holdings, LLC, provides all employees of Parent and its subsidiaries including AFCF. On April 15, 2013 (the “Acquisition Date”), we became the franchisor of the “Doctors Express” franchise system through as asset purchase from DRX Urgent Care, LLC (“DRX”) and its parent, Immediate Clinic Healthcare, Inc. (“Immediate Clinic”). As of the Acquisition Date, we purchased the AFC Franchising, LLC 2019 Disclosure Document February 27, 2019 2 assets used in operating the franchise system, including all existing franchise agreements and master developer agreements, and the “Doctors Express” trademark. DRX was a Nevada limited liability company that was formed on February 16, 2012, and its principal place of business was at 3931 East Camelback Road, Phoenix, Arizona 85018. DRX was dissolved February 29, 2016.

Business Offered

We and our Predecessors have developed an urgent and primary accessible care management system (the “System”) relating to the development and management of Centers. These Centers provide various levels of patient care services overseen by a physician which include minor injuries, infections, workers' compensation injuries, sports physicals, travel medicine, colds and flu, and much more. Each Center will be equipped with several exam rooms, X-Ray equipment, an on-site laboratory, and, where permitted by law, a pharmacy dispensing the most common urgent care medicines. As described in this disclosure document, urgent care includes accessible primary care services. AFC Franchising, LLC 2019 Disclosure Document February 27, 2019 3 Centers are managed according to the System. We grant you the right to use specified Marks under the Franchise Agreement. Centers will use the “AMERICAN FAMILY CARE” name, “AFC and Design” and Marks. We offer franchises to persons or legal entities that meet our qualifications and are willing to undertake the investment and effort to own and operate businesses that will manage Centers under the System. To operate a Franchised Business, you must enter into a Franchise Agreement with us and a Management Agreement with a professional entity (“PC”) that will own and operate the Center. The Franchise Agreement is attached as Exhibit A. The requirement for the franchisee to sign a Management Agreement with a PC applies unless your Center will be in a state that permits one entity to both manage and operate the Center, including the rendering of medical services by the medical professional of the Center. We also offer to qualified persons the right to develop multiple Centers within a specified geographical area pursuant to our standard form area development agreement (the Area Development Agreement”). The Area Development Agreement requires you to open an agreed upon number of Centers under a development schedule. You will be required to sign our then-current franchise agreement for each Center that you open; provided that the Royalty Fee and Advertising Fee will remain 6% and 1%, respectively, of net payments during the initial term. The Area Development Agreement is attached as Exhibit A-1. We also offer to existing independent operators and managers of urgent care centers the opportunity to convert their current center to a Center which it will manage as a Franchised Business (“Conversion Franchisees”). Conversion Franchisees will sign a Franchise Agreement as well as a Conversion Addendum which will modify the Franchise Agreement provisions to reflect their current business operations. A copy of the Conversion Addendum appears at Exhibit C to this disclosure document. The Franchised Businesses and the System have distinctive characteristics. These characteristics currently include providing site selection assistance, construction design, preferred vendor relationships for medical equipment and supplies, procedures for monitoring operations and quality of services offered; procedures for management; training and assistance; advertising and promotional programs; business formats, methods, procedures, standards, and specifications. We may periodically change and improve the Franchised Businesses, Centers, and System. We use, promote, and license certain trademarks, service marks, and other commercial symbols including the marks “AMERICAN FAMILY CARE”, and “AFC and Design” in the operation and management of Centers (the “Marks”). The Marks have gained and will continue to gain public acceptance and goodwill. We may create, use, and license other trademarks, service marks, and commercial symbols for Franchised Businesses and Centers. If we do, these other marks and symbols will become part of the “Marks.” We offer you the opportunity to enter into a franchise agreement (“Franchise Agreement”) with us. Under the Franchise Agreement we will grant you the right and license (the “Franchise”) to operate a Franchised Business that will manage a Center under the System at a location identified in the Franchise Agreement (the “Premises”). You will construct or build-out the Center for use by the PC. The Premises will be in an area identified under the Franchise Agreement (the “Territory”). You must operate the Franchised Business in the Territory. You must use the System in operating your Franchised Business and at all times perform your obligations under the Franchise Agreement faithfully, honestly, and diligently, and use your best efforts to promote the Franchised Business. You must locate the Center and operate the Franchised Business at an approved location. The Premises will be identified through our site selection and approval process, according to the terms of the Site Selection Addendum which is Exhibit B to the Franchise Agreement. You will be responsible for AFC Franchising, LLC 2019 Disclosure Document February 27, 2019 4 securing a lease for the Premises and developing the Center that you will manage according to our standards and specification. The Center will be owned and operated by one or more physicians licensed to provide medical and urgent care services in the state in which the Center is located. In addition to signing the Franchise Agreement with us, before you begin operating the Franchised Business, you must enter into a management agreement (“Management Agreement”) with the PC. Under the Management Agreement, you will provide the PC with management and administrative services and support consistent with the System to support the PC's practice and its delivery of urgent care services and related products to patients at the Center, consistent with all applicable laws and regulations. You must use our applicable standard form of Management Agreement; however, you may negotiate the monetary terms and, with our written consent, certain other terms of the relationship with the PC. If you are not able initially to find a suitable physician or physicians to create, own and staff the PC, we have an approved vendor that can assist you at their current rate. You must have a Management Agreement in effect with a PC at all times during the operation of the Franchised Business and the term of the Franchise Agreement. The PC will employ and control the general urgent care physicians and the specialty medical physicians and personnel (including, for example, nurses, X-ray technicians, nurse practitioners, and medical receptionists and, together with the general practitioners, collectively, the “Affiliated Physicians”) and the other urgent care professionals who will provide the actual urgent care services required to be delivered at and through the Center. You will not provide any actual urgent care or medical services, nor will you supervise, direct, control or suggest to the PC or its physicians or employees the manner in which the PC provides or may provide medical or urgent care services to its patients. Due to various federal and state laws regarding the practice of medicine, and the ownership and operation of medical practices and health care businesses that provide medical and urgent care services, it is critical that you do not engage in practices that are, or may appear to be, the practice of medicine. The Center must offer all urgent care services in accordance with the Management Agreement and the System. Except for limited situations, and provided that you are in full compliance with the Franchise Agreement, we will not operate or grant a franchise for another Franchised Business that will manage a Center at a location within the Territory during the term of the Franchise Agreement

Initial Fees

You must pay us an initial franchise fee of $60,000 and is payable in a lump sum when you sign the Franchise Agreement. The initial franchise fee is uniform to all new franchisees, is fully earned by us, and is non-refundable. Conversion Initial Franchise Fee If you will become a Conversion Franchisee, you must pay us an initial franchise fee of $45,000. The initial franchise fee is due when you sign the Franchise Agreement. The initial franchisee is uniform to all new conversion franchisees, is fully earned by us and is non-refundable

Financing

We do not offer any direct or indirect financing. We do not guarantee your notes, leases, or obligations.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchises and franchisor-owned Outlets, jf there is a reaspnable 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