$112

Business Description

The name of the franchise is Stanley Industrial & Automotive, LLC through its Mac Tools Division,/which is referred to in this disclosure document as ‘Mac Tools,” the “Mac Tools Division,” “we'' or Stanley Industrial & Automotive, LLG, a Delaware limited liability company^ was formed on October.31, 2013. The effective date of the corporate reorganization that resulted in the, Mac Tools Division becoming a part of Stanley Industrial & Automotive, LLC Ayas December 28, 2013. We offer franchises under the name Mac: Topis. “You” means the person who buys: the Mac Tools franchise. A business commenced under the MAC Tools® name is referred to in this disclosure document as a “Mac Topis Business'.” if you elect to acquire a Mac Tools franchise through a corporation, limited liability company partnership or Other business entity, the word “you” also includes the shareholders, members,, managers, partners or other owners of that business entity. The Mac Tools Division has: its principal business offices located at 505 North Cleveland Avenue, Westerville, Ohio 43082. Stanley Industrial & Automotive, LLC has its principal business offices located at IQOO Stanley Drive, New Britain,, Connecticut 06053, our agents for service of process are listed in Exhibit U, Parents. Predecessors and Affiliates Stanley Black & Decker; Inc., a Connecticut coloration (NYSE: SWK), is the ultimate parent company of Stanley Industrial & Automotive, LLC. Stanley Black and Decker, Inc. holds its interest in Stanley industrial & Automotive, LLC through a number of subsidiaries. Those subsidiaries are: Black & Decker, Inc., a Delaware corporation, B&D Holdings; Inc., a Maryland corporation, Stanley, Inc.: a Delaware corporation. The Black & Decker Corporation, a Maryland corporation, are Black & Decker (U.S.) Inc., a Maryland corporation. Stanley Black & Decker, Inc., Black & Decker, Inc., and Stanley Atlantic, Inc., each have a principal business address of 1000 Stanley Drive, New Britain, Connecticut. The main Offices of B&D Holdings, Inc., The Black & Decker Corporation, and Black & Decker (U.S,) Inc., are at 701 East Joppa Road, Towson Maryland. The Mac Tools division of Stanley Black &, Decker, Inc.; haying a principal business address of 505 North Cleveland Avenue, Westerville, 0hio 43082, is the predecessor of Stanley Industrial & Automotive, LLC. Stanley Black & Decker, Inc. changed its name from The Stanley Works on March 12, 2010. Mac Tools Canada, Inc., having a principal business address of 6275 Millcreek Drive,, Mississauga; Ontario L5N 7K6, and Stanley Convergent Security Solutions,, Inc., having a principal business address of 8350 Drive, Fishers, Indiana 46037, are affiliates of Stanley Industrial & Automotive, LLC that currently offer franchises.

Prior Experience

Mac Topis (including through its predecessor) has manufactured products and offered distributorships for the mobile distribution of professional hand tools and equipment to professional mechanics for over 80 years. In 1980, The, Stanley Works (now known as, Stanley Black & Deckef, Inc.) acquired Mac Tools, Inc., which later became a division of The Stanley Works. Upon The Stanley Works' acquisition of The Black & Decker Corporation, on March, 12, 2010, The Stanley Works changed its name; to Stanley Black & Decker, Inc.„ and Mac Tools continued as a division of Stanley Black & Decker, Inc. In December 2013, certain Stanley Black & Decker, Inc., assets were contributed to a newly formed limited liability company, Stanley Industrial & Automotive, LLC, which is an indirect Subsidiary of Stanley Black & Decker, Inc., as p.m. of this corporate restructuring, Mac Tools beware a division of the franchisor, Stanley Industrial & Automotive, LLG. Since 1980, the Mac Tools Division continued to giant Mac Tools distributorships for the mobile sale of professional automotive tools and similar products until it started offering; franchises' rather than distributorships in 2011. The Mac Tools Division and its predecessors have operated Mac Tools tool businesses of the same type as that to be operated by you for over 78 years. Mac Tools distributorships are not franchises, because no franchise, fee paid by the distributor to us. The Mac; Tools Division began offering franchises for routes located within the State of Kentucky on March 31, 2007 for Mac Tools Businesses of the same type as that to be operated by you. In November 2Q11, Mac Tools' predecessor began offering franchises for its Mac Tools Businesses m all U S. states and stopped offering new non-franchised distributorships. Mac Tools has never offered franchises in any other line of business. Mac Tools is not engaged.in other business activities, Except for the Mac Tools franchise offered through its Mac Tools Division, Stanley Industrial & Automotive, LLC has never offered franchises.in any line of business: Since 2012, Mac Tools Canada Inc., an affiliate of Stanley Industrial Automotive, Inc., has offered Mac Tools. Franchises in Canada. Mac Tools Canada Inc. offered Mac Tools distributorships in Canada from 2001 until 2012. Predecessors of Mac Tools Canada life, offered Mac Tools distributorships in Canada from 1980 until 2001, as of the issuance date of this disclosure document, there are 16l Mac Tools distributors and franchise in Canada. Our affiliate, Stanley Convergent Security Solutions, Inc.,, a Subsidiary of our ultimate parent company, Stanley Black & Decker, Inc., has since March, 20l0, been the franchisor of the franchise system of businesses offering the sale and servicing, of electronic security products. The predecessors of Stanley Convergent Security Solutions, Inc. Have offered franchises since approximately 1969, as of the issuance date of this disclosure document, there are 80 franchises in 4e-United States.

Business Offered

You will conduct a Mac Topis Business by operating a truck or van (referred to in this disclosure document as the “truck^') equipped with displays of the tool inventory on' a route of assigned stops with approximately 325 potential customers of the products. The stops will involve automotive ;aftermarket businesses, service stations, independent garages, car and truck dealerships^ and non-automotive businesses such as cycle shops, lawn mower shops, airports, marinas, machine shops, factories, farm implement dealers or repairers, commercial agricultural businesses and other commercial users of tools d shop equipment. The customers at the stops are professional mechanics and others who will use the products in business. The franchise is grated for an initial term of 10 years; with the right, upon demonstrating compliance with certain conditions, to renew for one additional successive 10 year renewal term; The products to' be sold include products and equipment manufactured by Mac Tools or its corporate affiliates for sale, under the MAG Tools® name and trademarks (the “Manufactured Products”) and products manufactured by others and distributed by Mac: Tools (the “Distributed Products”). The Manufactured Products and the Distributed Products are collectively referred to in this disclosure document as the ‘Products.” Mac Tools may periodically provide, a franchisee with the opportunity to purchase and distribute certain products sold under other brands owned by Stanley Industries & Automotive, LLG or Stanley Black & Decker, Inc. (the “SBD Products”). Only the following products and items may be sold to customers on your Route(s): the Products, the SBD Products, items are traded-in by your customers, and other products and, merchandise to ensure the satisfaction of your customers if you are unable to obtain the other products and/or merchandise from Mac Tools within the required time period. You must: operate your Mae Tools Business in accordance with the Mac Tools Franchise Agreement (the “Franchise Agreement”) and our standards and specifications. The Franchise Agreement is attached to this disclosure document as Exhibit B, You must also sign the Mac Tools Agreement (the “Purchase Agreement”) and the Mac Tools Security Agreement (the “Security Agreement”); (see Exhibit E and F)

Initial Fees

Initial Franchise Fee In order to acquire a Mac Tools franchise, you must pay to us an initial franchise fee of $8,000, which is due in upon the signing of the Franchise Agreement by Mac Tools. The initial franchise fee is not refundable. As disclosed below, you will be required to purchase product inventory, equipment, and other items from Mac Tools.

Financing

Mac Tools is a contractual relationship with a third party provider, Wells Fargo, under which Wells Fargo offers financing for the purchase of the Starter inventor, the purchase of the truck and certain Other expenses incurred by a franchise in connection with the purchase and operation of a Mac Tools Business^ including working capital. Wells Fargo offers financing, only to qualified applicants, and the qualifications required to obtain financing from Wells Fargo financing are determined by Wells Fargo. As of the date of this disclosure document, Mac Tools anticipates that it may be paid certain commissions by Wells Fargo for placing financing for Mac Tools franchise with wells Fargo. The amount of consideration that Mac Tools with receive can be up to 5.25 percentage points of the interest rates charged by franchisee depending upon the interest rate equipment at the time of the closing of the financing transaction between Wells Fargo sand the franchisee. In the event of prepayment or default by the franchisee borrower of a loan upon which Mac Tools received a commission, Mac Tools, is required to return to Wells Fargo a portion of that commission.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned, outlets, if there is a reasonable 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 of if: (I) 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. Note that, in the paragraph above the word “outlet” should be read to mean “Mac Tools Business” and the word “location” should be read to mean “Route”; written substantiation for the financial performance representations included in this Item 19 will be made available to you upon reasonable request. Mac Tools' substantiation of this information will be performed in a manner that does' not require disclosure of the identity of a specific franchisee or distributor, or require the release franchise specific or distributor-specific data without the consent of the franchisee distributor