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Business Description

We are a Delaware Limited Liability Company formed on March 9, 2017. Our principal business address is 2924 Emerywood Parkway, Suite 101, Richmond, Virginia 23294. We conduct business under the trademark 'CONSERVA IRRIGATION.' Our agents for service of process are listed in Exhibit E. Our predecessors are Underground Logistics, Inc. ('UGLI') and Outdoor Living Brands, Inc. ('Outdoor Living Brands'). UGLI and Outdoor Living Brands jointly developed the CONSERVA IRRIGATION business concept and contributed their know-how related to such business and other assets to us in March 2017. UGLI's principal business address is 20823 Naples Street NE, East Bethel, Minnesota 55011. UGLI has operated an Irrigation Business since April 2004 and began operating the Irrigation Business under the Conserva Irrigation mark in April 2012. UGLI has not offered franchises in any line of business. Outdoor Living Brands is also our parent. Outdoor Living Brands' principal business address is the same as ours. Outdoor Living Brands has never operated an Irrigation Business, and has never offered franchises in any other line of business other than as described below. From 2014 until 2017, Outdoor Living Brands offered royalty-free pilot licenses for Irrigation Businesses substantially similar to the franchised business offered under this disclosure document. In 2017, the existing 10 pilot licensees (collectively, 'Pilot Licensees') were offered the opportunity to enter into franchise agreements with Conserva Irrigation. As of December 31, 2017, 9 of the Pilot Licensees had converted to franchises and one had ceased operating. In March 2017, our affiliate, Outdoor Living Brands Intellectual Property Corporation (formerly known as Outdoor Lighting Perspectives Technology Corp) ('OLBIPC'), and we entered into a license agreement with OLBIPC granting us a perpetual right to use and sublicense others to use the IP Assets, including the CONSERVA IRRIGATION service marks. In March 2017, we began offering franchises for Irrigation Businesses. We have never operated an Irrigation Business nor offered franchises in any other line of business. The following 'Affiliates' are required to be disclosed in this Item 1: Archadeck Franchising Corporation ('AFC'), Outdoor Lighting Perspectives Franchising, Inc. ('OLPFI'), Outdoor Lighting Perspectives International, Inc. ('OLPII'), Renew Crew Franchising Corporation ('RCFC'), Outdoor Living Brands Supply Corporation ('OLBSC') and Outdoor Living Brands Field Operations, Inc. ('OLBFO'). The principal business address of each of our Affiliates and OLBIPC is the same as ours. AFC is the franchisor of the ARCHADECK franchise system in the U.S. and internationally. ARCHADECK franchises are businesses specializing in custom-designed and built decks, screened-inporches, open porches, sunrooms, gazebos, patios, hardscapes and related outdoor living structures and amenities. AFC has offered ARCHADECK franchises since July 1984. As of December 31, 2018, AFC GP: 4851-5885-7865 v3 2 CONSERVA 2019 FDD had 52 ARCHADECK franchises located throughout the United States and Canada. AFC has never operated an Irrigation Business nor offered franchises in any other line of business. OLPFI is the U.S. franchisor of the OUTDOOR LIGHTING PERSPECTIVES franchise system, and OLPII is the franchisor of the OUTDOOR LIGHTING PERSPECTIVES franchise system outside the United States. OUTDOOR LIGHTING PERSPECTIVES franchises are businesses specializing in providing outdoor lighting design, automated lighting control equipment, holiday lighting design, installation services, and sales to residential and commercial customers. OLPFI has offered OUTDOOR LIGHTING PERSPECTIVES in the U.S. since March 2005, and OLPII has offered OUTDOOR LIGHTING PERSPECTIVES franchises outside the U.S. since July 2005. As of December 31, 2018, there are 59 OUTDOOR LIGHTING PERSPECTIVES franchises located throughout the U.S., and 1 OUTDOOR LIGHTING PERSPECTIVES franchisees located in Canada. OLPFI and OLPII have never operated an Irrigation Business nor offered franchises in any other line of business. RCFC is the franchisor of the RENEW CREW franchise systems in the U.S. and internationally. RENEW CREW franchises are businesses specializing in providing exterior cleaning and protection services to residential and commercial customers. RCFC has offered RENEW CREW franchises since October 2012. As of December 31, 2018, RCFC had 29 RENEW CREW franchises located throughout the United States. RCFC has never operated an Irrigation Business nor offered franchises in any other line of business. OLBFO has operated an Irrigation Business in the Charlotte, North Carolina area since May 2017. In addition, OLBFO operates ARCHADECK, OUTDOOR LIGHTING PERSPECTIVES and RENEW CREW businesses in the Charlotte, North Carolina area. OLBSC sources and distributes certain products for sale to our Affiliates' franchisees, and may also offer certain products to our franchisees. OLBSC does not own or operate an Irrigation Business and does not offer franchises in this or any other line of business. Except as described above, there are no other parents, predecessors or affiliates required to be disclosed in this Item 1.

Prior Experience

From 2014 until 2017, Outdoor Living Brands offered royalty-free pilot licenses for Irrigation Businesses substantially similar to the franchised business offered under this disclosure document. In 2017, the existing 10 pilot licensees (collectively, 'Pilot Licensees') were offered the opportunity to enter into franchise agreements with Conserva Irrigation. As of December 31, 2017, 9 of the Pilot Licensees had converted to franchises and one had ceased operating.

Business Offered

We offer franchises for the operation of Irrigation Businesses under the 'CONSERVA IRRIGATION' service mark, and other trademarks, trade names, service marks and logos we periodically designate ('Conserva Irrigation Marks' or 'Marks'). An Irrigation Business offers a full offering of repair, maintenance, service, design and construction of irrigation systems for residential and commercial customers with an emphasis on water conservation. The franchise is operated under a business format per a unique system, including our valuable know-how, information, trade secrets, methods, Operations Manual, standards, designs, methods of trademark usage, copyrights, sources and specifications, confidential electronic and other communications, methods of Internet usage, marketing programs, and research and development connected with the operation and promotion of Irrigation Businesses ('System'). We have the right to change or otherwise modify the System at any time. You must operate your Irrigation Business per our standard business operating practices and sign our standard franchise agreement ('Franchise Agreement'). A copy of our current form Franchise Agreement is attached as Exhibit B. The geographic area granted to you under the Franchise Agreement is referred to as the 'Territory.' Your Irrigation Business must offer only authorized services and products as described in the Operations Manual. We have the right to add, modify, or delete any services or products that you must offer or sell at your Irrigation Business at any time. GP: 4851-5885-7865 v3 3 CONSERVA 2019 FDD We offer a Franchise to those who meet our then-current standards and qualifications, in our determination. As a Franchise operator you may operate one Irrigation Business for each Franchise Agreement you sign with us. We will use commercially reasonable efforts to grant only one license to a franchisee for every 350,000 people (or incremental portion thereof) in a designated geographical area ('Territory'). We will use the most recent population and demographic information available in the U.S. Census Data, or other population statistical sources of our choosing to determine populations. We have the right to change, modify, or delete the population limits or any other demographic factors considered when granting Territories. In addition, we offer to select, qualified individuals that meet our then-current standards and qualifications, the opportunity to acquire the right to develop Irrigation Businesses in multiple Territories within a Designated Area (as defined in Item 12) under a development agreement attached as Exhibit C ('Development Agreement'). If you sign a Development Agreement, you will receive the right to open a certain number of Irrigation Businesses in defined Territories within the Designated Area over a defined period of time, as we determine, on the basis of the market potential and the size of the Designated Area. You must sign our then-current form of Franchise Agreement for each Irrigation Business you develop under the Development Agreement, which may contain terms different from the terms included in the current form Franchise Agreement attached to this disclosure document as Exhibit B.

Initial Fees

Initial Franchise Fee. You must pay us an Initial Franchise Fee equal to $34,500, provided that your Territory is less than 350,000 people ('Population Limit'). The Initial Franchise Fee is payable in full when you sign a Franchise Agreement, and except a

Financing

Except as indicated below, we require that all initial fees be paid to us at the time of signing the Franchise Agreement. Under limited and special circumstances, we may make optional financing available to qualifying franchisees. In those situations, we may finance up to 50% of your Initial Franchise Fee for up to 36 months, provided you sign the Promissory Note ('Note') attached as Exhibit I at the time you sign the Franchise Agreement. The effective annual interest rate will be 3.0 percentage points above the prime interest rate on the effective date of the Franchise Agreement. The Note will be paid in equal monthly payments. There is no prepayment penalty and the rule of 78 does not apply (the rule of 78 is a method of computing interest which requires the interest originally calculated to still be paid even if prepaid). No security interest is required and no person other than you and, if you are an entity, those individuals who are required to sign the form Guaranty and Assumption of Franchisee's Obligations attached as Attachment B to the Franchise Agreement, must sign the Note. If we offer and you accept financing from us, and you sign the Note, you will be required to waive and excuse presentment for acceptance and payment, notice of dishonor, and protest of dishonor. Other than as mentioned in the previous sentence, neither the Note, nor any other financing document you sign will contain any waiver of defense or other legal rights, or bar you from asserting a defense against us or our assignee. In the event payment of the Note is not made under its terms, we may either accept a late payment, together with a late charge equal to 10% of the late payment, or declare the entire balance of the Note immediately due. If the balance of the Note is accelerated, we must give written notice to you and, if the balance is not paid within 10 days after notice is given, you must pay us interest at the maximum legal rate (not to exceed 18%) plus any attorneys' fees and other costs we incur in collecting the monies owed. We also have the right to terminate the Franchise Agreement if we accelerate the Note and the Note is not paid within the 10 days after acceleration. We have not in the past and do not currently intend to sell, assign or discount to any third party the Note or any other financing document you sign. We will comply with all appropriate laws governing any direct financing we offer to you including, if applicable, the California Finance Lenders Law. Other than as described above, we do not offer direct or indirect financing, do not guarantee your loans, lease or other obligations, and do not receive payments or other consideration for the placement of financing. We reserve the right to terminate our financing program at any time, offer different terms or assist franchisees in obtaining financing in the future.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its licensed, franchised and/or franchisor-owned outlets, if there is a reasonable GP:4851-5885-7865 v3 38 CONSERVA 2019 FDD 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. A. Gross Revenues received by Franchisees during the 2018 Operating Season This section presents Gross Revenue information received by certain franchisees during the 2018 Operating Season (as defined below). As of December 31 2018, there were 30 franchisees operating in 67 territories. Of those 30 franchisees, 9 were originally Pilot Licensees. In addition, as of December 31, 2018, there was one Irrigation Business operated by our predecessor, UGLI (the 'Predecessor Business'), and one Irrigation Business operated by our affiliate, OLBFO (the 'Affiliate Business'). Franchisees in Operation during the Entire 2018 Operating Season The information provided in the table below was compiled from 14 franchisees operating in 37 territories that were operational for all of the 2018 Operating Season. Conserva Irrigation franchisees report Gross Sales to us for all of their territories on the same report. As a result, for the purposes of this Item 19, each of the 14 franchisees were considered to be one franchise even though some operate in more than one territory. The data in the table below excludes 16 franchisees operating in 30 territories that began operations late in 2018 and therefore were not open during the entire 2018 Operating Season. 'Operating Season' means the season in which each franchisee actively serviced customers in its territory. Each franchisee's Operating Season will vary depending on the location of their territory and the seasonal conditions associated with such location. Of the 7 franchisees with Gross Revenue greater than $200K, 7 (100%) operated more than one territory. Of the 7 franchisees with Gross Revenue less than $200K, 4 (57.1%) operated more than one territory.