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Business Description

We are a Texas limited partnership formed on September 29, 2006. Our principal place of business is at 23824 Highway 59 North, Kingwood, Texas 77339. We have been operating under the “Smile Source” name since our inception. We do not do business under any names other than “Smile Source.” The General Partner of Smile Source L.P. is Smile Source Management L.L.C. (“Smile Source Management”), a Texas limited liability company whose business address is the same as ours. From its inception until April 2011, Smile Source and Smile Source Management were owned by Vision Source L.P. (“Vision Source”), a Texas limited partnership, that offers optical eye care center franchises under the “Vision Source” name and mark, with its principal place of business at 23824 Highway 59 North, Kingwood, Texas 77339. Effective April 2011, SSH Corporation (“SSH”) which is controlled by Brazos Equity Fund III, L.P. (“Brazos”), a Delaware limited partnership, acquired a majority ownership interest in Smile Source and Smile Source Management. Brazos maintains its principal place of business at 100 Crescent Court, Suite 1777, Dallas, Texas 75201. Brazos has the ability to select all seven members of our Board of Directors. However, by written agreement, two of the seven Directors must be selected from the current Smile Source management. The present members of the Board of Directors are as disclosed in Item 2 of this disclosure document. We have franchised Dental Care Centers since December 2006. We have never owned or operated a Dental Care Center

Prior Experience

We have affiliates that offer franchises or provide products or services to Smile Source franchisees. Smile Source Marketing, Inc. (“Smile Source Marketing”), conducts the marketing activities for our franchisees in certain geographic areas, as described in this disclosure document (please see Item 11 for details). Vision Source Marketing has the same address we have. DentistryUnchained.com, LLC (“Dentistry Unchained”) is a blog and a membership-based buying group for independent, private practice dentists. The organization uses their combined purchasing power to achieve favorable group pricing from vendors. Dentistry Unchained has the same address as Smile Source. Until September 2015, VSH Corporation (“VSH”) was our affiliate and was also controlled by Brazos. VSH maintains its principal place of business at principal place of business at 23824 Highway 59 North, Kingwood, Texas 77339. A wholly owned subsidiary of VSH is Vision Source. Vision Source has offered franchises since August 1996 and had 3,023 franchises as of December 31, 2014. All of the shares of stock in VSH was sold to an unrelated third party in September 2015. Neither we nor our affiliates have offered franchises in any other line of business.

Business Offered

We have a distinctive system for (i) facilitating the exchange of information on best practices among independent dentists and dental industry experts regarding the management, operation, and promotion of a Dental Care Center; (ii) arranging for price reductions (including discounts and rebates) from vendors FRANCHISE DISCLOSURE DOCUMENT - 2 - (REV.04.03.2019) supplying dental products and services based on the nationwide buying power of our Network; (iii) advertising, promotional and marketing programs, including the promotion and sale of dental care services and products; and (iv) offering programs relating to (i), (ii) and (iii) above. We refer to our distinctive methods, proprietary know-how and trade secrets related to the Dental Care Centers collectively as the “System”). If you qualify, we may offer you the opportunity to establish and operate a Dental Care Center and to utilize the System and certain trademarks, service marks, logos and commercial symbols (“Names and Marks”) owned by Smile Source, as further described in Item 13, under the terms of our standard Franchise Agreement (“Franchise Agreement”). Our current form of Franchise Agreement is in Exhibit E-1 to this disclosure document. As our franchisee, you must operate your Dental Care Center in a manner that will inform the public that your Dental Care Center is a member of the SMILE SOURCE® Network or, if you are not permitted by applicable State laws and regulations to operate under the SMILE SOURCE® name, as a “Member of the SMILE SOURCE® Network.” As our franchisee, you would have the right to select from the benefits and programs available to the Dental Care Centers in the SMILE SOURCE® Network but we do not guarantee you will be able to participate in all aspects of the System.

Initial Fees

We charge no initial fees to new franchisees. You are not required to pay any initial fees or any other initial payments to Smile Source. We reserve the right to charge initial fees in the future to new franchisees

Financing

We do not offer direct or indirect financing. We do not guarantee your note, lease or any other financing 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