Mister Sparky

12 Greenway Plaza, Suite 250 Houston, Texas, 77046

[email protected]

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Mister Sparky Franchising, L.L.C. is a Florida limited liability company organized on August 30, 2005. Their principal place of business is 12 Greenway Plaza, Suite 250, Houston, Texas 77046. They began offering franchises in July 2006.

We award franchises for electrical maintenance, repair and replacement services (“Electrical Services”) businesses to be operated under the trademark MISTER SPARKY, We do not engage in other business activities and, do not,and have never offered franchises in any other iine of business. If you;sign a franchise agreement, the business you operate will use the trademarks, service marks, trade names, logos,, and symbols we designate ,(which trademarks, serVicei marks, trade names, logos, and symbols we wiU call the “Licensed Marks”) to provide Electrical Services (the “Franchised Business”). The approved Electrical Services currently include only residential and commercial services, including, maintenance, repair and replacement services, and do not include, industrial, remodeling or new construction services. The Franchised Business will use the methods and procedures we have developed (the “System”), which includes standards and methods of operation, accounting, marketing, advertising and public relations, and the standards for conducting a Franchised Business. The standards include responsibility for warranties and guarantees of customer service levels, including, customer satisfaction and timeliness guarantees. The System for conducting a Franchised Business is described in our operations manual, which we call OpX Operational Excellence or OpX (the “Operations Manual, or otherwise in other writings designated by us as part of the standards for the System (collectively with the Operations Manual, “System Standards”). Our concept is to have a franchisee operate the Franchised Business from one approved location within the franchisee's territory.., However, some of our franchisees may be awarded multiple franchises in contiguous or adjoining territories., In those circumstances, those franchisees may operate their multiple franchises frorn an approved location, in only one of their franchised territories. Franchisees Will be either converting their existing electrical business into a Franchised Business (a “Conversion Franchise”) or will develop and open a new Electrical Services business (a “Start-Up Franchise”). We may pUrsUe opportunities to convert similar businesses operating under different trade names to a Mister Sparky Franchised Business. We may provide conversion incentives to those businesses (an “Incentive Program”), The terrns ofthe Incentive.Program vary depending on factors such as the existing sales Volurne Of the business, the size and location ofthe geographic area serviced, perceived cornpetitive advantage of the business, the skills and experience of the business leaders,, physical cortdition and age of the business and its assets, operating history,, our then current conversion policy,, the negotiations of the parties, and, other factors determined by us in Our sole and absolute discretion. We may negotiate these incentives when and as business circumstances warrant. Pursuant to a current Incentive Prograrn, we offer financial incentives for certain qualified large scale prospective conversion franchises pursuant to certain terms and conditions. We will notify you in advance and in writing if we believe you may qualify for an Incentive Program. Unless you qualify for an Incentive Program and aremotified by us in writing, that you qualify, you will not be entitled to receive the benefits of any Incentive Program. Any Incentive Program we offer or may offer in the future may be modified, limited, expanded, initiated, extended or terminated at any time in our Sole and .absolute discretion and without advance notice or amendment of this Disclosure Document. We also offer qualified applicants the ability'to enter into an area deVelopirient agreement (an, “Area Development Agreement”), to develop multiple Franchised Businesses within a specifically described geographic area (the “Development Area”)., Each Franchised BUsi'neSs developed.pursuant to the Area Development Agreement will operate within a defined territory in the Development Area. Our eurrent form of Area Developrheht Agreeifierit is attached to this Diselosure Document as Exhibit I. Ehesize of the Development Area will vary depending on the local market conditions and the number of Ffanehised Businesses to be developed, but each territory within the Development Area will be based on total population blocks of approximately 20,0,000. The Develpprnent Area, and the territories within the Development Area, will be determined before you sign the Area Development Agreement and will Ee described in the Area, Development Agreement, or an attachment to it (“Deyelopment Schedule”). You must develop the number of Franchised Businesses specified by the Area Development Agreement in the Development Area according to, and in a sequence described in, the Development Schedule, though you may, in our sole and absolute discretion, develop more than one Franchised Business at a time. We reserve the right to refuse to enter into an Area Development Agreement with any franchisee prospective franchisee as determined in our sole and,absolute discretion. In addition, we are not required to offer or enter into an Area Development Agreement with franchisees that develop more than one Franchised Business. For each Franchised Business developed under the Area Development Agreement, you must sign our then-current. Franchise Agreement, and any required amendments and related agreements, including a general release. The formsiOf Franchise Agreement you sign pursuant to the Area Development Agreement may be different from the foim included with this Disclosure Document, and may contain different terms and conditions (including but not limited lo different dr increased fees, and other financial terms). You must also meet ceftain eligibility requirements in order to develop franchised Businesses pursuant to the Area Development Agreement including that each of your Franchised Businesses maintain a minimum revenue of $300,00,0 per year. These eligibility requirements are discussed in greater detail in Item 12. You (and your Owners if you are a business entity) must agree to be individually bound by certain .obligations and covenants in the Area Development Agreement and, unless we agree otherwise, must personally guarantee your performance under the Area Development Agreement.

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