Notes:

1. Your initial franchise fee may be reduced under certain circumstances. If you have served as the sole general manager at a Toppers Pizza Restaurant for at least 18 months consecutively within the last 36 months and you are opening your first Toppers Pizza restaurant, the initial franchise fee for your first Restaurant may be reduced to $15,000. If you receive this reduced initial franchise fee for your first Toppers Pizza restaurant, and you subsequently open additional Toppers Pizza restaurants, the initial franchise fee for those restaurants will be the then current initial franchise fee unless and until your initial franchise fee is otherwise reduced because you are operating at least four Toppers Pizza restaurants. If you have opened and are currently operating four Restaurants, your initial franchise fee for your fifth and all subsequent restaurants will be reduced by $10,000 from the then current initial franchise fee. If you have fulfilled the location growth requirements specified in your area development agreement and wish to open additional locations in the development area, then until the termination of your area development agreement, your initial franchise fee will be reduced by $10,000 from the current initial.
2. This estimated range is for the cost for you and two managers to attend the initial franchise orientation and operations training program held at our headquarters in Whitewater, Wisconsin, or at another suitable location that we designate. Although we do not charge tuition for this training, you will be responsible for all costs associated for you and your staff to attend. Each franchisee's costs will depend on the number of people attending training, their point of origin, method of travel, class of accommodation, and living expenses (food, transportation, etc.). The duration of the training program is between 28 and 30 days.
3. The figures estimate travel expenses of four to five members of Franchisor's training team, to participate in the setup and opening of a your first Restaurant. The low estimate is for the expenses incurred for a seven day commitment while the high estimate is for 21 days. After consultation with you, we will determine the number of training days required at your Restaurant.
4. These figures represent the purchase of the production equipment, smallwares, furniture, and fixtures necessary to produce and transport all menu items, including the pizza delivery equipment (but excluding vehicles used for transporting the pizza). Your delivery employees will generally utilize their own vehicles. These figures also include the cost of your electronic cash control system, the Vision Software, licensed from us. Smallwares are mechanical kitchen tools, small appliances, kitchen utensils, storage containers and cleaning equipment, as well as other items that would not be considered on their own as major equipment purchases.The lower cost is indicative of the selection of new and used equipment, while the higher is for new equipment exclusively. Third party financing may also be available to qualified candidates, however this too will also generate various leasing or finance fees, incremental to the amounts listed here.
5. Estimates here are for the improvement of a property with 1,400 to 1,800 square feet of space, with a range of improvement cost of between $60.00 per square foot for the low estimate and $90.00 per square foot for the high estimate. These figures are indicative of standard commercial pricing in Madison, Wisconsin. The estimate applies to a site that has been obtained in the "white box" stage, which refers to the interior condition of either a new or existing building or suite in which the improvements generally consist of heating/cooling with delivery systems, lighting, electrical switches and outlets, lavatories, a finished ceiling, walls that are prepped for painting, and a concrete slab floor. These numbers are inclusive of architect fees and other fees by licensed professionals, (such as project managers, general contractors and licensed tradesman), who are contracted to install electrical, plumbing, and HVAC (heating, ventilation, air conditioning). The low estimate includes a landlord contribution (tenant allowance) that serves to reduce the cost by approximately $5.00 per square foot. Landlords often provide monetary allowances for materials or work, or rent credits during the time of construction.Your costs may be less or more than this estimate, depending upon where you are planning to open your franchise or if you receive the premises in any condition other than what is in the "white box" description above or a non-standard commercial property. Financing may be available through your bank for some of the leasehold improvement costs, however with such financing comes associated costs and fees, which may cause the cost to exceed what is indicated in this chart.
6. This is an estimate of the cost to produce signage (one monument sign and one building facia sign) for the outside of the building as well as interior signage. The low estimate is for a standard panel lightbox construction, while the higher estimate applies to an individually lighted channel letter configuration.
7. The lower figure represented here indicates that the franchisee will act as location manager and includes only the salary for two assistant managers over a period of four weeks, plus one week of staff training wages for twenty-five hourly employees, to include clean up of the site and training sessions prior to the opening. The higher figure indicates training wages paid for a location manager and two assistants for four weeks, plus one week of wages for the training of 30 hourly employees.
8. This estimate represents one month's rent paid as security deposit, and the first three month's rent. These estimated lease rental amounts per month are indicative of a 1,500 square foot facility in the Madison, Wisconsin area at range of $16 to $24 per square foot annually. Pre-paid rent is generally non-refundable, while security or other deposits may be refundable either in full, or in part, depending upon the terms of your lease.
9. Utility deposits are not typically high expenses, however a credit check may be required by the issuing company prior to the initiation of services or a higher deposit may be required for first time customers. These costs will vary from and are due to the type of services required for the facility and the municipality from which it is being contracted. Typically, an insurance deposit of one-half year premium will need to be made in order to obtain the minimum required insurance as listed in Item 8 of this disclosure document. You will need to check with your local carrier for actual premium quotes and costs, as well as the actual cost of the deposit. The cost of coverage will vary based upon the area in which your Restaurant will be located, your experience with the insurance carrier, the loss experience of the carrier, and other factors beyond our control. You should also check with your insurance agent or broker regarding any additional insurance that you may wish to carry above our stated minimums
10. The figures indicated here include an estimate of the costs associated with the placement of recruitment advertisements. Beyond these recruitment costs, the remainder of the estimated amount pertains to the execution of a Market Introduction Program. You will be expected to launch this three to four month advertising and marketing campaign to raise awareness of their new location. This Market Introduction Program will begin one month before the scheduled opening and continue for two to three months after.
11. An opening inventory will include all food, cleaning products and packaging necessary for the opening of location. In most situations, this will be sufficient for a period of seven days. It does not take into account, any food products utilized for training or promotion, as those costs are reflected in their appropriate investment categories. The tills required to open the business will additionally be stocked to produce individual cash banks for delivery personnel.
12. These fees primarily for the services rendered by your attorney, accountant and other professional advisors. The amount includes the cost of having this disclosure document, the franchise agreement, and your business plan reviewed by an attorney, your accountant and/or other professional advisors. We strongly recommend that you seek the assistance of professional advisors when evaluating this franchise opportunity. You should also use an attorney or other business advisor to review any lease or other contract that you will enter into as part of starting your Toppers Pizza business. Additionally, you are responsible for obtaining and maintaining all required permits and licenses necessary to operate the Toppers Pizza Restaurant. This portion of the estimate is based on our affiliates' experience operating Toppers Pizza Restaurants in Wisconsin and Illinois. You will need to check with your advisors regarding such requirements.
13. You are not required to enter into an area development agreement. If you do not enter into an area development agreement you will not pay an area development fee. If you enter into an area development agreement you will pay an area development fee equal to $15,000 times the number of Toppers Pizza Restaurants you plan to open in the development area established in your area development agreement. We have estimated this amount to be $30,000 to $150,000, although it could be more than $150,000, depending on the number of restaurants you intend to develop.
14. The range here covers any training costs for replacement employees as well as any other prepayments or miscellaneous expenses of items too numerous and minor to mention.
15. This is an estimate of the amount of additional operating capital you may need to operate your Restaurant during the first three months after you open your business. We cannot guarantee that you will not have additional expenses in starting the business. The estimate here includes such items as initial payroll taxes, ongoing franchise fees, system brand fund contributions, professional and accounting fees, additional advertising, insurance, health insurance and workers' compensation, rent, repairs and maintenance, bank charges (including interest), miscellaneous supplies and equipment, initial staff recruiting expenses, state tax and license fees, depreciation/amortization, deposits andprepaid expenses (if applicable) and other miscellaneous items. The expenses you incur during the initial start-up period will depend on factors such as the time of year you open, local economic and market conditions, your experience and business acumen, competition, and the sales level you reach during this initial period. After opening, additional operating expenses will be incurred in connection with the ongoing operation of your business as some reinvestment will be necessary following the initial start-up phase for modifications, repair or replacement of leasehold improvements, equipment, fixtures, and other assets.
16. The optional Consulting Agreement provides you with the project management services of a third party. The third party receives a base fee of $9,000 plus reasonable expenses, estimated to be $1,000. The cost of the reasonable expenses may vary based on a number of factors including, but not limited to, the local costs of lodging and transportation expenses, telephone, fax and cell phone charges (itemized by the contractor), postage, delivery and shipping costs, printing and other reproduction fees and other miscellaneous expenses. The base fee is due as follows: (i) $3,000 due upon execution of the Consulting Agreement; (ii) $3,000 due upon receipt of a building permit for the restaurant from the proper governmental authority; and (iii) $3,000 due upon the receipt of a certificate of occupancy for the restaurant from the proper governmental authority. The fees and expenses are not refundable once incurred. Payments are due within 14 days after invoicing, and late payments accrue interest at a rate of 6% per annum.
17. The mandatory Breakaway Restaurant Solutions Support Agreement provides you with the Vision Software support services of a third party. There is currently no end-date for this requirement, although we reserve the option to change vendors at any time. In thefuture we may replace Vision Software and require you to purchase replacement software. You will be obligated for all fees associated with any replacement software, the transition costs, and any associated hardware costs. The fees that the third party receives may vary based upon the services to which you choose to subscribe. You are required to subscribe to the Premier Support plan at a cost of $109 per month. In addition, you may opt to subscribe to a separate maintenance arrangement, which you would negotiate with the vendor. If your computer hardware and software does not meet our specifications, set up fees will be extra. Extensive training questions lasting requiring more than fifteen minutes to answer will be billed at current hourly rates. Additionally, if you request menu setup or changes to the setup, the work may be performed for an additional charge. If payment is declined for any reason, the support services will be interrupted until your account is current again. The fees and expenses are not refundable once incurred.
18. The total amount is based upon the experience of our affiliates in opening and owning multiple Toppers Pizza Restaurants. Your costs may vary based on a number of factors including, but not limited to, the geographic area in which you open, local market conditions, the location selected, the time it takes to build sales of the establishment, and your skills at operating a business. We strongly recommend that you use these categories and estimates as a guide to develop your own business plan and budget and investigate specific costs in your area. If you choose to own the building and/or the property upon which the chosen location is situated, you will need to factor those investment costs into this total as well. The availability and terms of financing obtained from third parties will depend upon such factors as the availability of financing, your credit worthiness, collateral which you may make available, or policies of local lending institution with respect to the nature of the business.