Alamo Drafthouse Cinema

3908 Avenue BAustin, Texas 78751

[email protected]

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Alamo Drafthouse Cinemas, LLC was formed as a Texas limited liability company on April 22, 2010 as “Alamo Newco, LLC” and changed their name to Alamo Drafthouse Cinemas, LLC and began operations on May 28, 2010. Their principal business address is 612 A East 6th Street, Austin, Texas 78701.

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.