$145

Business Description

We are a Delaware limited liability company organized on January 22, 2018. Our principal business address is 4700 S. Syracuse St., Suite 640, Denver, Colorado 80237. Franchising under our limited liability company name and the “QUIZNOS” and “QUIZNOS SUB” trademarks (together “QUIZNOS”) is the only business activity we conduct. We have no prior business activities. We do not operate businesses of the type being franchised. We disclose our agents for service of process and their principal business addresses in Exhibit A.

Prior Experience

On June 8, 2018 (the “Closing Date”), Quiz Franchisor, LLC (“Parent”) purchased from QCE LLC (“QCE”), QFA Royalties LLC (“QFA”), The Quizno’s Master LLC (“TQM”), American Food Distributors LLC (“AFD”), and various other subsidiaries of QCE substantially all of the assets of the QUIZNOS franchise system, including all franchise agreements, trademarks, service marks and other intellectual property that comprise the QUIZNOS franchise system and the QUIZNOS brand (the “Transaction”). As part of the Transaction, Parent received ownership of the trademarks and service marks associated with the QUIZNOS brand, contributed to us all of the franchise agreements for the operation of franchised QUIZNOS restaurants, and licensed us to use and sublicense the use of the trademarks and services marks associated with the QUIZNOS brand. As a result, we became the franchisor of the QUIZNOS franchise system and we now offer and sell franchises for the operation of QUIZNOS restaurants. We have offered franchises for QUIZNOS restaurants since the issuance of this Disclosure Document. However, our predecessors have offered QUIZNOS franchises beginning in 1991.

Business Offered

We offer franchises to individuals or entities (“Franchisees”) for restaurants that sell submarine and other sandwiches, salads, other food products and beverages, and related services (“QUIZNOS Restaurants” or “Restaurants”) under the form of Franchise Agreement attached as Exhibit B (the “Franchise Agreement”). Restaurants are licensed to use the service mark “QUIZNOS” and related trademarks (“Marks”) and other QUIZNOS IP owned by Parent that make up the QUIZNOS marketing plan and proprietary business methods (collectively, “System”), all of which have been sublicensed to us for our franchise program. We refer to each QUIZNOS Restaurant as a “traditional” QUIZNOS Restaurant (“Traditional Restaurant”), unless it is located in a non-traditional facility (see below). If your QUIZNOS Restaurant is located in a non-traditional facility (like a hotel, airport, university or stadium), it will be referred to as a “Non-Traditional Restaurant.” If you sign a Franchise Agreement for a Non-Traditional Restaurant, you will sign (in addition to our standard Franchise Agreement) the addendum attached as Exhibit F (“Non-Traditional Restaurant Addendum”). If your QUIZNOS Restaurant is located within or adjacent to a convenience store or gas station, it will be referred to as a “Convenience Restaurant.” You will sign the Franchise Agreement for Convenience Restaurants attached as Exhibit C (“Convenience Franchise Agreement”). Unless otherwise specified, all references to Franchise Agreement in this Disclosure Document will include the Convenience Franchise Agreement. If you wish, by purchasing certain assets from a former Franchisee, to reopen a QUIZNOS Restaurant at a specific site that is currently closed (a “Reopen Restaurant”), you will sign (in addition to the Franchise Agreement) the addendum attached as Exhibit G (the “Reopen Addendum”). Since we typically only reopen Traditional Restaurants that are currently closed, all references in this Disclosure Document to a Reopen Restaurant refer to a Traditional Restaurant that is being reopened. Unless otherwise indicated, all references to a Traditional Restaurant in this Disclosure Document will include a Reopen Restaurant. We also grant qualified, new and existing Franchisees the right to participate in our Growth Incentive Program (the “Incentive Program”). If you qualify, and participate in the Incentive Program, you must sign a Franchise Agreement as well as the Growth Incentive Program Rider attached as Exhibit E (the “Incentive Program Rider”). Under the Incentive Program, depending on the type of Restaurant you will be operating, you may be entitled to receive certain royalty and initial franchise fee reduction incentives for that Restaurant. (See Item 5 and Item 6.) Not all Franchisees will meet our Incentive Program criteria, and not all Restaurants will be qualified for this program, and we have no obligation to provide the Incentive Program to any Franchisee and may discontinue the Incentive Program at any time.

Initial Fees

Initial Franchise Fee. If you desire to operate a Traditional Restaurant or Reopen Restaurant, you must pay an initial franchise fee (“Initial Franchise Fee”) of $10,000 when you sign the Franchise Agreement (and, if applicable, Reopen Addendum). If you desire to operate a Non-Traditional Restaurant, you must pay an Initial Franchise Fee of $5,000 when you sign the Franchise Agreement (and the Non-Traditional Restaurant Addendum). If you desire to operate a Convenience Restaurant, you must pay an Initial Franchise Fee of $5,000 when you sign the Convenience Franchise Agreement. Initial Franchise Fee Refund and Reduction Policy. General. Except as indicated below, we fully earn the Initial Franchise Fee when paid and the Initial Franchise Fee is not refundable under any circumstances. However, if we do not countersign the Franchise Agreement, we will refund the Initial Franchise Fee. Non-Traditional Restaurant and Convenience Restaurant. If you sign a Non-Traditional Restaurant Addendum or Convenience Franchise Agreement, either you or we may terminate the Franchise Agreement if, within 90 days of the effective date of the Franchise Agreement, you are denied the necessary governmental permits for the location of your Non-Traditional Restaurant or Convenience Restaurant (and you submit to us documentation evidencing such denial). Upon such termination, we will refund the Initial Franchise Fee, less any direct out-of-pocket expenses incurred by us as of the effective date of termination. However, any refund will be subject to your signing of a general release in the form we provide. Reopen Restaurant. If you sign a Reopen Addendum, we may terminate the Franchise Agreement if (i) you are unable to secure the site, (ii) you fail to satisfactorily complete the initial training program described in the Franchise Agreement, (iii) you fail to re-open the Restaurant within 90 days, or (iv) we determine that you have failed to actively and diligently proceed with servicing the site and re-opening the Restaurant. If we or you elect to terminate the Franchise Agreement as provided above, we will refund the Initial Franchise Fee, subject to your signing a general release in the form we require. Incentive Program. If you qualify to participate in the Incentive Program, we will reduce the Initial Franchise Fee for your new Restaurant as follows: the Initial Franchise Fee for a Traditional Restaurant or Reopen Restaurant will be reduced to $5,000; and the Initial Franchise Fee for a Convenience Restaurant or Non-Traditional Restaurant will be reduced to $2,500. Except as described above, the Initial Franchise Fee is uniform and not refundable. Lease Review. The lease for your Franchised Location (defined in Item 12) (the “Lease”) must contain certain provisions we require, including a collateral assignment of lease, under the form of lease rider attached as Exhibit C to the Franchise Agreement (“Lease Rider”). If you or the landlord request that we consider any modifications to the Lease Rider, and we elect to do so, we may also require you to reimburse us all expenses that we incur (including attorneys’ fees) in connection with this review. We estimate this review may cost up to $3,000, and this fee is not refundable under any circumstances. Opening Inventory. Before opening a Restaurant, as described in Items 7 and 8, you are required to purchase your opening inventory of Restaurant products and supplies from a supplier designated by us, which could be one of our affiliates. We estimate that you will need $9,000 to $11,000 of opening inventory for a Traditional Restaurant or a Reopen Restaurant, or approximately $5,000 to $8,000 of opening inventory for a Non-Traditional Restaurant or Convenience Restaurant. The amounts will be payable prior to opening and are not refundable under any circumstances. Restaurant Equipment. Before opening a Restaurant, as described in Items 7 and 8, you are permitted to purchase certain pre-owned equipment for your Restaurant from us (or an affiliate) or a third party such as a bank, landlord or one of our Franchisees so long as such equipment meets our standards and specifications. If you choose, and are permitted, to purchase such pre-owned equipment from us (or an affiliate), we estimate that your cost for such used Restaurant equipment will be between $0 and $15,000. The amounts will be payable prior to opening and are not 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

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 Quiz Holdings, LLC, 4700 S. Syracuse St., Suite 640, Denver, Colorado 80237, Attn: Legal Department, (720) 359-3300, the Federal Trade Commission, and the appropriate state regulatory agencies.