Metal Supermarkets

520 Abilene Drive Mississauga, Ontario, Canada L5T 2H7

[email protected]

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We are a corporation that was formed under the laws of Ontario on October 22, 2010, and we began operations on November 8, 2010. We have offered Metal Supermarkets franchises since December 2010 and have not offered franchises in any other line of business. We have not operated any Stores, but as noted below, our affiliate MSEI has operated Metal Supermarkets stores in the U.S. since August 2017, and our affiliate MSUK has operated Metal Supermarkets stores in the United Kingdom since 1995. We conduct business under our corporate name and as Metal Supermarkets. Our principal business address is 520 Abilene Drive, Mississauga, Ontario, Canada L5T 2H7. Our agents for service of process are listed in Exhibit A.

We grant to qualified individuals and business entities (“you”) franchises to own, and operate Metal Supermarkets, stores”). (In this Disclosure Document, “you” means the person or legal entity with whom we enter into an agreement. The term “you” also refers to the' direct and indirect owners of a corporation, partnership, limited liability company, limited liability partnership, or other entity that signs a Franchise Agreement as the “franchisee”). Metal Supermarkets Stores are met^ warehouse and distribution centers that offer a wide variety of rentals and related materials and provide specialized metal services including metal processing, “cut to size” metal pieces, fast delivery computerized ordering facilities, and sourcing of on-:Stock and “hard to fmd” items with no required minimum limit on order size: Stores sell various grades, sizes and shapes of metals such as aluminum, steel, stainless steel, brass and copper to customers who are typically the maintenance and/or engineering departments of businesses such as manufacturing facilities as well as maintenance providers, food processors' machine shops, tool and die shops, contractors, welders, fabricators, schools and universities, hospitals, hotels other institutions and service companies. Stores are authorized to Offer metal processing services which includes, among other things, fabricating, painting, welding, polishing, notching. Galvanizing, bending, cutting, drilling, punching or cutting of metal. Franchisees must sign our standard form of franchise agreement (the “Franchise Agreement”), copy of which is attached as Exhibit: G-2. The Franchise Agreement grants you the right to operate a Store using trademarks and service marks, including the mark “Metal Supermarkets” and other service marks and trademarks that we may designate for your use (the “Marks”), market analyses; supplier relationships, sales and marketing methods, training, record keeping, custom-designed computer software and business management, all of which we or our affiliates may periodically improve, further developer otherwise modify (as fully defined in the Franchise Agreement, the “System”). We' also Offer to qualified individuals and business entities (a “Developer” or “you”) the right to develop an agreed-upon number of Stores within a specific geographic area (“Development Area”) under our area development (letter) agreement (the “Development Agreement”) (a copy ofwhich.is attached as Exhibit C-7). Under a Development Agreement, you will be required to establish an agreed-upon number of Stores within the Development Area, at specific locations (to be specified in separate Franchise Agreements). An important part of the Development Agreement is a development schedule (the “Development Schedule”), which spells out the number of Stores that you agree to have. Established by certain; benchmark dates.