November 28^0U 23

FRANCHISE DISCLOSURE DOCUMENT GolfTEC Franchising LP (a Colorado limited partnership) 12450 East Arapahoe Road, Suite B Centennial, Colorado 80112 Telephone: (303) 779,9900 Fax: (303)741-1791 [email protected] www.golftec.com GolfTEC Franchising LP offers franchises for the operation of indoor golf instruction centers. GolfTEC licenses methods that provide golf instruction to all experience levels, using digital video, impact analysis and motion analysis computers to measure a golfer's swing and compares this information to a database of over 150 tour players. The franchise offered under the development agreement is identical to that offered under the franchise agreement. The total investment necessary under the development agreement shall be a minimum of $35,000 for the development of one center. The number of centers depends upon the designated geographic area you purchase and the number of golf instruction centers necessary to adequately serve the clients and potential clients in that geographic area which is based upon, among other things, the size of market, the number of core customers within a defined geographic area, daytime population, proximity to highways and residential income. | The total investment necessary to begin operation of a GolfTEC franchise ranges from $423130,175 to $471,825. This includes an amount ranging from $68,100 to $148,150 that must be paid to the franchisor or affiliate. This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefully. You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no government agency has verified the information contained in this document. You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact the Sales Associate at 12450 East Arapahoe Road, Suite B, Centennial, Colorado 80112, (303) 779-9900, or [email protected]. The terms of your contract will govern your franchise relationship. Don't rely on the disclosure document alone to understand your contract. Read all of your contract carefully. Show your contract and this disclosure document to an advisor, like a lawyer or an accountant. Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising, such as "Buying a Franchise: A Consumer's Guide" which can help you understand how to use this disclosure document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public libraiy for other sources of information on franchising. There may also be laws on franchising in your state. Ask your state agencies about them. THE DATE OF ISSUANCE OF THIS DISCLOSURE DOCUMENT IS: November 28^0U 23-. 2012 STATECOVERPAGE Youree may haveaf^chise law that requ^ t^hâdmimstmtorh^ REOPERATION OFAFRANCHISE EYASTATEOOESNOTlÂNTHATTHE STATE RECOMl^NOS THEFRANCHISE ORHAS VERIFIEOTHEINFORMATIONINTHISOISCLOSIÎ^CUMENT Call the state franchise admmistmtorhstedmExhihitA^ ahout otber franchisors, or ahoutfranehislngmyour state. MANY FRANCHISE AGREEMENTS OO NOT ALLOW YOU TO RENEW UNCONOITIONALLYAFTER THE INITIAL TERM EMPIRES YOUMAYHAYETOSIONA NEW AOREEMENT WITH DIFFERENT TERMS ANO CONDITIONS IN OROER TO CONTINUE TO OPERATE YOUR BUSINESS BEFORE YOU EUY,CONSIDERWHATRIOHTS YOU HAVE TORENEWYOURFRANCHISE,IFANY,ANDWHATTERMSYOUMIOHTFIAVETOACCEFT IN ORDER TO RENEW FleaseconsiderthefbliowiogRISKFACTORShetbreyoohoythis franchise: L THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITHUSBYARBITT^TIONOR,ASAPPLICABLEBLTTIGATION,ONLYIN COLORADO. OUT OF STATE ARBITRATION AND, IF APPLICABLE, LITTGATTON, MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENTFORDISPUTES. TTMAY ALSOCOST YOU MORE TO ARBITRATE OR LITIGATE WITH US IN COLORADO THAN INYOUR OWN STATE. ^ 2 THE FRANCHISE AGREEMENT STATES THAT COLORADO LAW GOVERNS THE AGREEMENT, AND THIS LAWMAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAYWANT TOCOMPARETHESELAWS. 3. YOURSPOUSE M^Y BE I^ÛIRED TO SIGNAPERSONAL GUARANTEE MAI^GYOURSPOUSEÔINTLYAND SEVERALLY LIABLE FOR THE OBLIGATIONS UNDER THE FRANCHISE AGREEMENT, PUTTING YOUR SPOUSE'SPERSONALASSETSATRISI^. 4. THEREMAYBEOTHERRISKSCONCERNING THIS FRANCHISE ^ We do not nse the services ofafranchisehroker or referral sonrees to assist nsin selling onr franchise. The effective dates of this Disciosnrel^cnment in the states of Califrirnia,Haw^^ Indiana, Maryland, Michigan, Minnesota, NewYorl^ Rhode Island,Virginia,Washingtonan^ are stated on the next page. LIST OF FRANCHISE DISCLOSURE DOCUMENT ISSUANCE DATES California Issuance Date: December 13,3011 Hawaii Issuance Date: January 6,2012 Illinois Issuance Date: Indiana Issuance Date: July 24,2012 Maryland Issuance Date: July 10* 2012 Michigan Issuance Date: December 1,2011 Minnesota Issuance Date: December 14,3011 New York Issuance Date: December 22,3011 Rhode Island Issuance Date: Deeembor 14,3011 Virginia Issuance Date: December 21,3011 Washington Issuance Date: December 20,3011 Wisconsin Issuance Date: December 16,3011 TABLEOFCONTENTS ITEM PAGE 1 The franchisor And Any Parent Predecessor And Affihates 5^ 2 Bnsiness Experience 88 3 Litigation ^ ^0 4 Ennkmptcy ^0 5 InitialPees j^ 6 OtiierPees . ^2 7 Estimated Initiai Investraent ^ ^9 8 RestrictionsOnSonrcesOfProdnctsAnd Services 2222 9 Pranchisee'sOhhgations 2626 10 Pinancing 272^ 11 Pranchisor's Assistance, Advertising, Compnter Systems AndTraining 2828 12 Territory 3636 13 Trademarks 4040 14 Patents, Copyrights And Proprietary Inlbrmation 4242 15 ObiigationToParticipate In The Actual Operation OfTbePranchiseEnsiness 4343 16 RestrictionsOn What Tbe Pranchisee May Sell 4343 17 Renewal,Termination, Transfer And Dispute Resolotion 4444 18 Public Pignres .^50^0 19 Pinancial Performance Representations 49 20 Outlets And Prancbisee Information 75 21 Pinancial Statements 12142^ 22 Contracts ^ 121424 23 Receipts EastPage E^HRTTS ExhibitA List ofStateAgenciesÂgents for Service ofProcess ExhibitE Pranchise Agreement Exbibitl AddendumtoPranchiseAgreement Exbibitll Cuaranty and Assumption ofPrancbisee'sObligations Exhibit III Statement ofOwnership Exhibit IV Authorization Agreementfbr Prearranged Payments Exhibits Software License Agreement Exhibit VI EuildDOut Agreement ExhibitC DevelopmentAgreement ExhibitD Collateral AssignmentofLease ExhibitE Lists of Affiliate andPranchisee-Owned Improvement Centers Exhibit P Pranchisees Who Have Left the System ExhibitO Audited Pinancial Statements ExhibitH Operations ManualTableofContents Exhibitl Nondisclosure and Noncompetition Agreement Exhibits OolfTEC Certified Personal Coach Agreement Exbibitll Certified Personal CoachTransfer Agreement ExhibitL License Agreement(Oolfsmith)^RidertoPranchiseAgreement(Oolfsmith) ExhibitM Closing Acknowledgement ExhibitN State Addenda and Riders to Trancbise Disclosure Document, Prancbise Agreement and Development Aêement ExhibitO Termination and Release Agreement Exhibit O-l Promissory Note ExhibitP Receipt ofDisclosure Document TTEMI THEF^NCHISORANDANYPA^ TheF^chô^ rename of^^chi^ is GdfTECT^cb^^ OdfTECFranchismgLPisre^rred^ as ^"^s"or^TFL"mîs Disdosure Docume^ We wiii refer to the person who buys the fraoebise as ôu" throughout this DiseiosureDoeumeot. ifthetrauebiseeisaeorporatiou, partnership or hmited iiabiiityeompany, certain provisions of tbe Franohise Agreement wiilai^^ andwilibenoted. WeweretbrmedasaCoiorado limited partnershipon May 23, 2003. Dur general partner is ^ GolffECVentures, LLC (^GT^^âColorado limited iiab^ Dur principal business address, and that of all of our parents, affiliates and predecessor companies is 12450EastArapahoeRoad, Suited, Centennial, Colorado 80112 Our agents tor service of process are listed on Exhibit A. Parents^ Predecessors and Atfihates. The parent company for CTPL,OolffECEn^^ COLPTEC improvement Centers. CTEisaColoradolimited liability company that was formed on October 24, 2001. OTE may be considered our predecessor and affiliate. CTE's predecessor, ColffFC, Inc., was originally incorporatedinColorado inMarch 1995 under the nameDrivingObsessionof Colorado, Inc., which changed its name on January 1, 1998. fn April,2000, OolfTEC, Inc. was reincorpomted in Delaware throughamerger and in November 2001,through its ownership in Colf^ Holdings, LLC,aColorado limited liability company formed on November 5, 2001,it contribu^ assetscomprisedoftheColfPECname, concepts, patent and other intellectual property,^ ColfPEC Improvement Centers, and the related liabilities, in exchange for ^ GolfTEC Pranchise Services bicÔTPS^âwholly^wnedsub^ on July 30, 2007. OTPS and CTE have the right,throughasublease or other agreement (^Premises Subleased entered into with affiliates ofGolfsmith International foldings, hic.^ Improvement Centers in certain CCLPSMITH^ Stores. OTPS may provide you with the opportunity to locate an Improvement Center in CCLPSMITH^ Stores. Additionally, OTPS may provide other services and products to franchisees. Seeltem7. CTPS manages our franchise operations under a management

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