Author: Kenny Rose

The information in this presentation has been prepared by TNT Franchise Fund Inc. (“TNT” or the “Company”) solely to determine preliminary investor interest in the Company; it is not an offer or solicitation, and may not be used or relied upon in connection with any offer or solicitation, with respect to TNT.  An offer or solicitation with respect to TNT, if made, will be made only through the Company’s Private Placement Memorandum and Subscription Agreement (collectively, the “TNT Documents”). The TNT Documents will be available to qualified investors upon request and will contain, among other things, a description of the risks associated with an investment in the Company.  TNT’s investments will be characterized by a high degree of risk (including risk of loss of the entire investment), volatility and illiquidity.

Certain information contained herein has been obtained from other parties.  While such sources are believed to be reliable, none of the Company, its manager, FranShares, Inc. (“FranShares”) or their respective affiliates (collectively, the “TNT Parties”) assume any responsibility for the accuracy or completeness of such information.

The information and opinions set forth in this presentation are for background purposes only and do not purport to be complete, and no obligation to update or otherwise revise such information is being assumed.  The information set forth in this overview is only as current as the date indicated.  A prospective investor must rely solely on the terms of, and the disclosure of information in, the TNT Documents, the only basis on which subscriptions may be made. The Company reserves the right to modify any of the terms of the offering and the investment described herein. The contents of this presentation are not to be considered legal, business or tax advice and each prospective investor should consult its own attorney, business advisor and tax advisor as to legal, business and tax advice. No person has been authorized to make any statement regarding the Company other than as contained in the TNT Documents and such statements, if made, may not be relied upon. 

Nothing contained herein should be considered a prediction or projection of future performance, including the management expectations contained herein. The management expectations contained herein is not the actual performance of the Company and is not an indication of how the Company would have performed in the past or will perform in the future. The Company’s performance and actual realized returns will depend on, among other factors, future operating results, market conditions, the performance of franchise locations, any related transaction costs and the time and manner of sale, all of which may differ from the assumptions on which the internal rates of return contained herein are based. Accordingly, the actual realized return of the Company may differ materially from the returns located herein. Further, there is no assurance that the Company will make any profit or will be able to avoid incurring losses. 

Certain statements in this presentation constitute forward-looking statements.  Such forward-looking statements, including the intended actions and performance objectives of the TNT Parties referenced herein, involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of the Company, FranShares, or their respective affiliates to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

The shares of the Company (the “Shares”) have not been and will not be registered under any securities laws of the United States of America or its territories or possessions or areas subject to its jurisdiction, and no such registration is contemplated. The Shares may not be offered for sale or sold to nationals or residents thereof except pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and any applicable state laws. Investors in the Company may have no right, or a limited right, to withdraw or transfer their Shares. No Shares will be listed on an exchange and while the Company anticipates a secondary market may develop in the future, it cannot guarantee the development or availability of any such market. The Company will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) and FranShares will not be registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). Consequently, shareholders of the Company will not be afforded the protections of the Investment Company Act or the Investment Advisers Act. Each subscriber for Shares must be an “Accredited Investor” as that term is defined in Rule 501 under the Securities Act, among other qualifications set forth in the Company’s Subscription Agreement.

Each recipient acknowledges and agrees that the contents of this presentation constitute proprietary and confidential information that the TNT Parties derive independent economic value from not being generally known and are the subject of reasonable efforts to maintain their secrecy. The recipient further agrees that the contents of this presentation are a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the TNT Parties and/or their respective businesses. The reproduction or distribution of this presentation in whole or in part, the divulgence of any of its contents, or the use of the contents hereof for any purpose other than the evaluation of an investment in the Company, is strictly prohibited. This presentation will be returned to TNT upon request. Each recipient of this presentation agrees that none of the TNT Parties, or any of their respective shareholders, employees, officers, directors, agents, representatives or affiliates, shall have any liability for any misstatement or omission of fact or for any opinion expressed herein. By viewing, downloading or accepting this presentation, each recipient agrees to the foregoing.

This offering (the “Offering”) will provide an opportunity for investors to gain exposure to a portfolio of SMT and TMAD franchises with less financial and operational risk than traditional franchise ownership.  However, investors in this Offering will not have any direct relationship with SMT or TMAD (or with any franchisor the Company may enter into a franchise relationship with in the future). Any investor in this Offering will be a stockholder of the Company that receives only passive income from the Company’s relationships with its franchisors and will not have a franchisor-franchisee relationship.

FranShares is not a broker-dealer. Securities are offered to investors through registered broker-dealers and members of FINRA & SIPC, with which FranShares has partnered. Investments in alternative assets are illiquid, speculative and loss of invested capital is possible.  All securities-related activity for Initial Public Offerings is conducted in partnership with Dalmore Group, LLC, a member of FINRA & SIPC and SEC-registered broker dealer. Our secondary trading market is conducted in partnership with Templum Markets LLC, a member of FINRA & SIPC, an SEC-registered broker dealer and Alternative Trading System (“ATS”). Please review Templum Markets and Drivewealth legal documentation.

(1) Portfolio IRR projections are calculated using all cash flows, including the initial investment of $25,000,000 of offering proceeds, annual earnings before interest, depreciation and amortization (“EBITDA”), less estimated corporate taxes, and the sale of the entire portfolio at the end of the fifth year at 5x EBITDA.

(2) Cash Yield projections are calculated as the arithmetic mean (average) of five years of annual cash flows (including EBITDA, less estimated corporate taxes) divided by the initial investment of $25,000,000 of offering proceeds.

(3) Equity IRR projections are calculated using the initial investment of $25,000,000 of offering proceeds and the sale of the entire portfolio at the end of the fifth year at 5x EBITDA.