Amorino 2025 Franchise FAQ - FDD Ninja

Question 1

What is the estimated total initial investment range for an Amorino kiosk outlet?

Accepted Answer

| Restaurant Supplies(Note 1), (Note 4) (Note 11) |  |  |  | 11) |
|---|---|---|---|---|
| Freight, Duties, Storage and Delivery (Note 12) | $10,000 to $15,000 | As Arranged between you and applicable third party | Prior to opening the Store | Approved Supplier |
| P.O.S. Systems(Note 1), (Note 4) | $1,500 to $2,500(Note 1) | As Arranged | Prior to opening the Store | Approved Supplier(Note 11) |
| Inventory to begin operating(Note 1), (Note 14) | $20,000 to $69,500(Note 1), (Note 14) | As Arranged | Upon placing first order. | Our affiliate - 18 or an approved Supplier(Note 11) |
| Signage(Note 4) | $5,000 to $20,000(Note 1) | As Arranged | Prior to opening the Store | Approved Supplier(Note 11) |
| Store Opening | Up to $5,000 | Lump Sum | The date of the opening of | Third party |
| Promotional Fee |  |  | your Store. | vendors |
| Store Opening Assistance / Initial Training | $4,200 - $6,500 | As incurred | Travel, lodging, dining and similar costs for franchisee to attend ten days initial training in Paris, France. | Third party vendors |
| Additional funds - 3 months(Note 6) | $27,000 to $54,000 | As Arranged between you and applicable third party | As incurred | Landlord; Utility Company; Approved |
| Total Estimated Initial Investment (Note 7), (Note 8), (Note 9) | $179,200 to $529,500 |  |  | Supplier(Note 11) |

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 2

What is the estimated total initial investment range for an Amorino mobile structure outlet?

Accepted Answer

| Supplies(Note 1), (Note 4) (Note 11) | $10,000(Note 1) |  | Store | Supplies(Note 11) |
|---|---|---|---|---|
| P.O.S. Systems (Note 1), | $1,500(Note 1) | As Arranged | Prior to opening the | Approved |
| (Note 4) |  |  | Store | Supplier(Note 11) |
| Inventory to begin operating(Note 1), (Note 14) | $17,000 to $24,500(Note 1), (Note 14) | As Arranged | Upon placing first order. | Our affiliate -18 or an approved Supplier(Note 1) |
| Store Opening | $3,000 | Lump Sum | The date of the opening | Third party vendors |
| Promotional Fee |  |  | of your Store. |  |
| Store Opening Assistance / Initial Training | $4,200 - $6,500 | As incurred | Travel, lodging, dining and similar costs for franchisee to attend ten days initial training in Paris, France. | Third party vendors |
| Additional funds - 3 months(Note 6) | $21,000 to $42,000 | As Arranged between you and applicable third party | As incurred | Landlord; Utility Company; Approved Supplier(Note 11) |
| Total Estimated Initial Investment | $106,700 to $182,500 |  |  |  |

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 3

What is the estimated total initial investment range for opening an Amorino franchise?

Accepted Answer

25

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| Restaurant Supplies(Note 1), (Note 4) (Note 11) |  | you and applicable third party |  |  |
|---|---|---|---|---|
| Freight, Duties, Storage and Delivery | $10,000 to $15,000(Note 12) | As Arranged between you and applicable third party | Prior to opening the Store | Approved Supplier |
| P.O.S. Systems(Note 1), (Note 4) | $1,500 to $2,500(Note 1) | As Arranged between you and applicable third party | Prior to opening the Store | Approved Supplier(Note 11) |
| Inventory to begin Operating(Note 1), (Note 14) | $20,000 to $69,500(Note 1), (Note 14) | As Arranged between you and applicable third party | Upon placing first order | Our affiliate -18 or an approved Supplier(Note 11) |
| Signage(Note 4) | $15,000 to $30,000(Note 1) | As Arranged between you and applicable third party | Prior to opening the Store | Approved Supplier(Note 11) |
| Store Opening Promotional Fee | $5,000 | Lump Sum | The date of the opening of your Store | Third party vendors |
| Store Opening Assistance / Initial Training | $4,200 - $6,500 | As incurred | Travel, lodging, dining and similar costs for franchisee to attend ten days initial training in Paris, France. | Third party vendors |
| Additional funds — 3 Monhs(Note 6) | $65,000 to $125,000 | As Arranged between you and applicable third party | As incurred | Landlord; Utility Company; Approved Supplier(Note 11) |
| Total Estimated Initial Investment(Note 7), (Note 8), (Note 9) | $438,700 to $980,500 |  |  |  |
Amorino Unit Franchise Disclosure Document - April 24, 2025

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## **YOUR ESTIMATED INITIAL INVESTMENT FOR KIOSK OUTLET**

| Restaurant Supplies(Note 1), (Note 4) (Note 11) |  |  |  | 11) |
|---|---|---|---|---|
| Freight, Duties, Storage and Delivery (Note 12) | $10,000 to $15,000 | As Arranged between you and applicable third party | Prior to opening the Store | Approved Supplier |
| P.O.S. Systems(Note 1), (Note 4) | $1,500 to $2,500(Note 1) | As Arranged | Prior to opening the Store | Approved Supplier(Note 11) |
| Inventory to begin operating(Note 1), (Note 14) | $20,000 to $69,500(Note 1), (Note 14) | As Arranged | Upon placing first order. | Our affiliate - 18 or an approved Supplier(Note 11) |
| Signage(Note 4) | $5,000 to $20,000(Note 1) | As Arranged | Prior to opening the Store | Approved Supplier(Note 11) |
| Store Opening | Up to $5,000 | Lump Sum | The date of the opening of | Third party |
| Promotional Fee |  |  | your Store. | vendors |
| Store Opening Assistance / Initial Training | $4,200 - $6,500 | As incurred | Travel, lodging, dining and similar costs for franchisee to attend ten days initial training in Paris, France.

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 4

Did any Amorino franchises terminate their agreements between 2022 and 2024?

Accepted Answer

The following are the former franchisees that had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or has not communicated with the franchisor within 10 weeks of the disclosure document issuance date:

#### None.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 5

Did any Amorino franchises have their terms not renewed between 2022 and 2024?

Accepted Answer

The following are the former franchisees that had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or has not communicated with the franchisor within 10 weeks of the disclosure document issuance date:

#### None.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 6

How many Amorino franchises were reacquired by the franchisor in 2023?

Accepted Answer

| State | Year | Outlets at Start of Year | Outlets Opened | Termina- tions | Non- Renewals | Reacquired by Franchisor** | Ceased Operations - Other Reasons | Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| California | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 7

How many Amorino franchises were terminated in 2022 across all states listed?

Accepted Answer

| State | Year | Outlets at Start of Year | Outlets Opened | Outlets Reacquired from Franchisee | Outlets Closed | Outlets Sold to Franchisee | Outlets at End of the Year |
|---|---|---|---|---|---|---|---|
| California | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| New York | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| Totals | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |

The following are the former franchisees that had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or has not communicated with the franchisor within 10 weeks of the disclosure document issuance date:

#### None.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 8

How many Amorino franchises were terminated in 2023 across all states listed?

Accepted Answer

s with signed agreements that were not yet open as of December 31, 2024, are marked with an asterik "\*"

The following are the former franchisees that had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or has not communicated with the franchisor within 10 weeks of the disclosure document issuance date:

#### None.

No franchisees have signed confidentiality clauses during the last three fiscal years that restrict their ability to speak with you about their franchised business.

[The remainder of this page is intentionally left blank]

*Amorino Unit Franchise Disclosure Document –April 24, 2025 Page 78 of 80*

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# **ITEM 21 FINANCIAL STATEMENTS**

Attached to this disclosure document as Exhibit C are our audited financial statements as of December 31, 2024.

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# **ITEM 22 CONTRACTS**

The following agreements are attached as exhibits to this disclosure document:

Exhibit B: Franchise Agreement and Area Development Agreement and related agreements

Exhibit E: Representations and Acknowledgement Statement

Exhibit F: Form of Consent and Release

Exhibit G: State Addenda and Agreement Riders

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#### **EXHIBIT B**

## **FRANCHISE AGREEMENT AND AREA DEVELOPMENT AGREEMENT**

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#### **DATA SHEET**

This Data Sheet provides some of the agreed terms and data which are incorporated into the Franchise Agreement.

| FRANCHISOR INFORMATION:                         |  |
|-------------------------------------------------|--|
| 1. |  |
| FRANCHISOR: |  |
| TYPE OF ENTITY: |  |
| A . |  |
| STATE OF FORMATION: |  |
| B . |  |
| 2. |  |
| ADDRESS FOR NOTICES: |  |
| 3. |  |
| TELEPHONE NUMBER: |  |
| 4. |  |
| FACSIMILE NUMBER: |  |
| 5. |  |
| E-MAIL ADDRESS: |  |
| FRANCHISEE INFORMATION:                         |  |
| 1. |  |
| NAME OF FRANCHISEE(S): |  |
| 2.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 9

How many Amorino franchises were terminated in 2024 across all states listed?

Accepted Answer

The following are the former franchisees that had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or has not communicated with the franchisor within 10 weeks of the disclosure document issuance date:

#### None.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 10

How many Amorino outlets ceased operations for other reasons in 2022?

Accepted Answer

| 2024 | 0 |
## **Item 20 Table No. 3 Status of Franchised Outlets**\* **For Years 2022 to 2024**

| State | Year | Outlets at Start of Year | Outlets Opened | Termina- tions | Non- Renewals | Reacquired by Franchisor** | Ceased Operations - Other Reasons | Outlets at End of the Year |
|---|---|---

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 11

What is the total estimated initial investment range for an Amorino franchise?

Accepted Answer

| Supplies(Note 1), (Note 4) (Note 11) | $10,000(Note 1) |  | Store | Supplies(Note 11) |
|---|---|---|---|---|
| P.O.S. Systems (Note 1), | $1,500(Note 1) | As Arranged | Prior to opening the | Approved |
| (Note 4) |  |  | Store | Supplier(Note 11) |
| Inventory to begin operating(Note 1), (Note 14) | $17,000 to $24,500(Note 1), (Note 14) | As Arranged | Upon placing first order. | Our affiliate -18 or an approved Supplier(Note 1) |
| Store Opening | $3,000 | Lump Sum | The date of the opening | Third party vendors |
| Promotional Fee |  |  | of your Store. |  |
| Store Opening Assistance / Initial Training | $4,200 - $6,500 | As incurred | Travel, lodging, dining and similar costs for franchisee to attend ten days initial training in Paris, France. | Third party vendors |
| Additional funds - 3 months(Note 6) | $21,000 to $42,000 | As Arranged between you and applicable third party | As incurred | Landlord; Utility Company; Approved Supplier(Note 11) |
| Total Estimated Initial Investment | $106,700 to $182,500 |  |  |  |

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 12

What is the total estimated initial investment range for an Amorino restaurant supplies for a kiosk outlet?

Accepted Answer

| Restaurant Supplies(Note 1), (Note 4) (Note 11) |  |  |  | 11) |
|---|---|---|---|---|
| Freight, Duties, Storage and Delivery (Note 12) | $10,000 to $15,000 | As Arranged between you and applicable third party | Prior to opening the Store | Approved Supplier |
| P.O.S. Systems(Note 1), (Note 4) | $1,500 to $2,500(Note 1) | As Arranged | Prior to opening the Store | Approved Supplier(Note 11) |
| Inventory to begin operating(Note 1), (Note 14) | $20,000 to $69,500(Note 1), (Note 14) | As Arranged | Upon placing first order. | Our affiliate - 18 or an approved Supplier(Note 11) |
| Signage(Note 4) | $5,000 to $20,000(Note 1) | As Arranged | Prior to opening the Store | Approved Supplier(Note 11) |
| Store Opening | Up to $5,000 | Lump Sum | The date of the opening of | Third party |
| Promotional Fee |  |  | your Store. | vendors |
| Store Opening Assistance / Initial Training | $4,200 - $6,500 | As incurred | Travel, lodging, dining and similar costs for franchisee to attend ten days initial training in Paris, France. | Third party vendors |
| Additional funds - 3 months(Note 6) | $27,000 to $54,000 | As Arranged between you and applicable third party | As incurred | Landlord; Utility Company; Approved |
| Total Estimated Initial Investment (Note 7), (Note 8), (Note 9) | $179,200 to $529,500 |  |  | Supplier(Note 11) |

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 13

What was the total number of Amorino franchised outlets at the end of 2024?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised* | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 14

What was the total number of Amorino franchised outlets at the start of 2022?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised* | 2022 | 13 | 16 | +3 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 15

What was the total number of Amorino franchises open at the end of 2022?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised* | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |
| Company | 2022 | 0 | 0 | 0 |
| Owned |  |  |  |  |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 16

What was the total number of Amorino franchises open at the end of 2023?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised* | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |
| Company | 2022 | 0 | 0 | 0 |
| Owned |  |  |  |  |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 17

What was the total number of Amorino franchises open at the end of 2024?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised* | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 18

What is the total range of classroom training hours that Amorino provides?

Accepted Answer

| Subject | Hours of Classroom Training | Hours of On-The- Job Training | Location (Note 1) |
|---|---|---|---|
| Presentation of the "Operating Manual” | 4-5 |  |  |
| Presentation of Amorino concept and product assortment | 1 | 3-4 |  |
| Everything about Gelato and Amorino flavors | 4 | 4-5 |  |
| How to use the cash register |  | 4-5 |  |
| Hygiene and cleaning procedures |  | 4-5 |  |
| Managing Gelato according to traceability and cold chain | 1 | 2-3 |  |
| requirements |  |  |  |
| Store opening and closing | 2 | 2-3 |  |
| Receiving a delivery | 1 | 2-3 |  |
| Training on cafeteria, and if relevant, other products | 1 | 3-4 |  |
| included but not limited to waffles, crepes, frappè and |  |  |  |
| gHroawni tteo use the Amorino software (Statistics, Stock, |  | 4-5 |  |
| Settings…) |  |  |  |
| How to place orders on Amorino order entry website |  | 4-5 |  |
| How to implement and manage the logistic infrastructure | 2 | 2-3 |  |
| and procedures involved within bringing products and |  |  |  |
| consumable dry goods from overseas factory/s to the point |  |  |  |
| of sales | 2-3 |  |  |
| How to track gross margin by product category |  |  |  |
| Selling techniques | 2 | 2-3 |  |
| How to set up your shop for the first opening | 2 | 2-3 |  |
| Total | 22-24 | 38-51 |  |

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 39–46)

Question 19

What is the total range of on-the-job training hours that Amorino provides?

Accepted Answer

| Subject | Hours of Classroom Training | Hours of On-The- Job Training | Location (Note 1) |
|---|---|---|---|
| Presentation of the "Operating Manual” | 4-5 |  |  |
| Presentation of Amorino concept and product assortment | 1 | 3-4 |  |
| Everything about Gelato and Amorino flavors | 4 | 4-5 |  |
| How to use the cash register |  | 4-5 |  |
| Hygiene and cleaning procedures |  | 4-5 |  |
| Managing Gelato according to traceability and cold chain | 1 | 2-3 |  |
| requirements |  |  |  |
| Store opening and closing | 2 | 2-3 |  |
| Receiving a delivery | 1 | 2-3 |  |
| Training on cafeteria, and if relevant, other products | 1 | 3-4 |  |
| included but not limited to waffles, crepes, frappè and |  |  |  |
| gHroawni tteo use the Amorino software (Statistics, Stock, |  | 4-5 |  |
| Settings…) |  |  |  |
| How to place orders on Amorino order entry website |  | 4-5 |  |
| How to implement and manage the logistic infrastructure | 2 | 2-3 |  |
| and procedures involved within bringing products and |  |  |  |
| consumable dry goods from overseas factory/s to the point |  |  |  |
| of sales | 2-3 |  |  |
| How to track gross margin by product category |  |  |  |
| Selling techniques | 2 | 2-3 |  |
| How to set up your shop for the first opening | 2 | 2-3 |  |
| Total | 22-24 | 38-51 |  |

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 39–46)

Question 20

According to the table, what is the trend in the total number of Amorino franchised outlets from 2022 to 2024?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised* | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |
| Company | 2022 | 0 | 0 | 0 |
| Owned |  |  |  |  |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total | 2022 | 13 | 16 | +3 |
|  | 2023 | 16 | 19 | +3 |
|  | 2024 | 19 | 22 | +3 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 21

What are all the fees that an Amorino franchisee might pay, combining information from Item 5 and Item 6?

Accepted Answer

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## **ITEM 6 OTHER FEES**

| Store Opening Promotional Fee | $5,000 for a Traditional Store and Kiosk; $3,000 for a Mobile Structure outlet | Due prior to the opening of your Store | You must provide Amorino with written evidence that you have spent these minimum amounts for appropriate expenses for the marketing and advertising of the opening of your Store |
|---|---|---|---|
| Costs for Proprietary Products to be sold in Store | 10% to 30% above our wholesale cost | As incurred | You are required to purchase pre- mixed gelato and sorbet, as well as certain beverages, food products, and other ingredients which are produced or manufactured in accordance with our proprietary recipes, specifications, and/or formulas from us, our affiliate 18°, or a designated supplier. |
| Other Related Promotional Costs | Our actual printing costs | As incurred | You are required to participate in any loyalty programs, prize promotions, gift card programs, and/or any other such promotional campaign that the Franchisor designates. Such participation shall be at your own expense. |
| Interest on Late Payments | 18% per year or the maximum percentage permitted by law(6) | Continues to accrue until paid. | Any payment or other amount owed to us under the franchise agreement or any other agreement will bear interest, compounded monthly beginning on the day after the due date. |
| Post-Termination Non-Compliance Delay Fee | $500 | Each day of non-compliance | With respect to the de-branding requirements and other post- termination obligations, you must pay a delay fee of $500 for each day of continued non-compliance. |
| Nonsufficient Funds Charge | $50 for first offense; $100 for subsequent offenses within 12 months period, plus any expenses | As incurred | In addition to the charge, you must reimburse the Franchisor for costs and expenses incurred due to your nonpayment. |
| Reimbursement of | Our actual costs | On demand | You must reimburse us for the cost of |
| Monies Paid by |  |  | any payments we make on your |
| Franchisor |  |  | behalf. |
| Audit Expenses of | Cost of audit, | Expenses as |  |
![](_page_17_Picture_0.jpeg)

| Store Opening Promotional Fee                            | \$5,000 for a Traditional Store and Kiosk;

Question 22

For an Amorino franchise, what are the on-site supervision requirements for Mobile Outlets compared to standard stores?

Accepted Answer

- (1) One of your individual Principals must directly supervise the Store and its daily operations, on-site (the "Supervising Principal"). Mobile Outlets shall not be required to have daily on-site supervision by a Supervising Principal but, Mobile Outlets must still have a Supervising Principal (or a Manager as permitted in (2) below, primarily responsible for the operations of the Store. If you are a Business Entity, the Supervising Principal should be the individual Principal who owns a controlling interest in Franchisee. The Supervising Principal shall have full control over day-to-day Store management and operations. The Supervising Principal must attend and successfully complete Amorino's initial training program and all additional training that Amorino requires, to Amorino's satisfaction. Except as may be permitted under subsection (2) below, and except where such obligations are inconsistent with the on-site daily supervision exception for Mobile Outlets, the Supervising Principal shall devote his or her full time efforts to Store operations, and shall not engage in any other business or Activity, directly or indirectly, that requires substantial management responsibility or time commitment. Amorino shall have approved the Supervising Principal as meeting its then-current qualifications for such position.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 23

In which states did no Amorino franchises operate as of the end of 2024?

Accepted Answer

| 2024 | 0 |
## **Item 20 Table No. 3 Status of Franchised Outlets**\* **For Years 2022 to 2024**

| State | Year | Outlets at Start of Year | Outlets Opened | Termina- tions | Non- Renewals | Reacquired by Franchisor** | Ceased Operations - Other Reasons | Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| California | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
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|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|---|---|---|---|---|---|---|---|---|
| Florida | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Georgia | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 1 | 0 | 0 | 0 | 0 | 2 |
| Illinois | 2022 | 0 | 2 | 0

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 24

What are the Amorino store opening promotional fee amounts for a traditional store/kiosk versus a mobile outlet?

Accepted Answer

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 25

Under what condition is an Amorino franchisee prohibited from using promotional or marketing materials?

Accepted Answer

- A. General. Promotional and marketing materials shall conform to Amorino's standards and specifications related to advertising, marketing, and trademark use. You shall submit to Amorino samples of proposed promotional and marketing materials, and notify Amorino of the intended media, before first publication or use. Amorino shall use good faith efforts to approve or disapprove proposed promotional and marketing materials within 15 days of their receipt. YOU MAY NOT USE THE PROMOTIONAL OR MARKETING MATERIALS UNTIL AMORINO EXPRESSLY APPROVES THE MATERIALS AND THE PROPOSED MEDIA. Once approved, you may use the materials only in connection with the media for which they were approved. Amorino may disapprove your promotional or marketing materials, or the media for which they were approved, at any time, and you must discontinue using any disapproved materials or media upon your receipt of written notice of disapproval.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 26

For Amorino, how is the $12,500 paid for each additional location as part of the initial area development fee applied when signing a unit franchise agreement for each additional location?

Accepted Answer

f 80*

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- x 2). When you sign each unit franchise agreement for each additional location, the \$12,500 which you paid for each additional location as part of the initial area development fee will be applied as a credit against the then-current initial franchise fee for that location, and you must pay the difference between the then-current franchise fee and the \$12,500 credit for that location, at the

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 27

According to the Amorino Addendum, what happens if there is a conflict between the Franchise Agreement and the Addendum?

Accepted Answer

| made as of the last date set forth on the signature page to this Addendum, by and between                                                                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| , acompany                                                                                                                                                                     |
| ("Franchisor"), and                                                                                                                                                            |
| [ |
| ], a [ |
| ] ("Franchisee"). All capitalized terms not defined herein |
| shall have the meaning set forth in the Franchise Agreement, as defined below. |
|                                                                                                                                                                                |
| WHEREAS, Franchisor and Franchisee entered into that certain Franchise |
| Agreement dated as of [ |
| ] (as amended from time to time, the "Franchise Agreement"); |
| and |
|                                                                                                                                                                                |
| WHEREAS, Franchisor and Franchisee hereby wish to supplement the Franchise |
| Agreement in accordance with the terms and conditions contained in this Addendum. |
| NOW THEREFORE, in consideration of the premises and the mutual covenants |
| hereinafter set forth-, the parties hereby agree to supplement the Franchise Agreement as follows: |
| 1. |
| Additional Terms. |
| The parties hereby agree that: [TO INCLUDE TERMS TO |
| BE ADDED TO FRANCHISE AGREEMENT, SUCH AS THE EXAMPLES BELOW] |
| [The "Franchised Location" is located at:] |
| a. |
| []                                                                                                                                                                             |
| []                                                                                                                                                                             |
| [] |
| [The "Opening Date" is: [ |
| ].] |
| b. |
| [The "Protected Area" is: [].] |
| c. |
| 2. |
| Reaffirmation of Agreement. |
| Except as expressly supplemented hereby, the

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 28

According to the Amorino agreement, can an act or failure to act by a government authority qualify as a Force Majeure Event?

Accepted Answer

- (4) "Force Majeure Event" means a hurricane, tornado, typhoon, flooding, lightning, blizzard, unusually severe weather event, natural catastrophe or other act of God; war, terrorist act, riot or other civil disturbance; or other similar calamitous event which could not, by the exercise of reasonable diligence, have been avoided or prevented; provided, however, that neither an act or failure to act by a government authority, nor the performance, nonperformance, or exercise of rights by your landlord, lender, contractor, or other person or Business Entity shall qualify as a Force Majeure Event unless such act, failure to act, performance, non-performance, or exercise of rights resulted from a Force Majeure Event.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 29

According to the Amorino FDD, what factors can cause the period between signing the franchise agreement and opening the store to vary?

Accepted Answer

We estimate that it will be approximately six to twelve months between the signing of the franchise agreement and the opening of your Store. This period may vary depending upon the availability of sites in a particular area and the location and condition of the site.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 39–46)

Question 30

According to the Amorino FDD, what should I do if I answered 'No' to questions 12-16?

Accepted Answer

| 12.         |                   | Has any employee, or other person speaking for the Franchisor, made any statement or promise to you regarding the total revenues an Amorino Franchise business or an Amorino store may generate or have generated, other than the information in the FDD?                             |
|-------------|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             | Yes               | No                                                                                                                                                                                                                                                                                             |
| 13. | promise regarding | Has any employee, or other person speaking for the Franchisor, made any statement or |
|  |  | whether you are likely to achieve a particular minimum level of |
|  |  | profitability in operating the Franchised Business? |
|             | Yes               | No                                                                                                                                                                                                                                                                                             |
| 14. | promise regarding | Has any employee, or other person speaking for the Franchisor, made any statement or |
|  |  | the value or economic viability of the Franchised Business; |
|             | Yes               | No                                                                                                                                                                                                                                                                                             |
| 15. |  | Has any employee, or other person speaking for the Franchisor, made any statement or |
|  |  | promise regarding the operating costs you may incur in operating an Amorino Franchise |
|  |  | or |
|  |  | an Amorino Store that is contrary to the information in the FDD? |
|             | Yes               | No                                                                                                                                                                                                                                                                                             |
| 16. FDD? |                   | Has any employee, or other person speaking for the Franchisor, made any statement, promise or agreement about the advertising, marketing, training, support service or assistance that the Franchisor will furnish to you that is contrary to, or different from, the information in the |
|             | Yes               | No                                                                                                                                                                                                                                                                                             |
| 17. |  | If you have answered "Yes" to any one of questions 12-16, please provide a full explanation |
|  |  | of each "yes" answer. (Attach additional pages, if necessary, and refer to them below.) If |
|  |  | you have answered "no" to each of questions 12-16, please leave the following lines blank. |
|             |                   |                                                                                                                                                                                                                                                                                                |
|             |                   |                                                                                                                                                                                                                                                                                                |
|             |                   |                                                                                                                                                                                                                                                                                                |
|             |                   | I certify that my answers to the foregoing questions are true, correct and complete.                                                                                                                                                                                                           |

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 31

According to the Amorino FDD, how might Amorino's operating results and financial position be affected if the Company and its affiliate were unrelated entities?

Accepted Answer

the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Subsequent Events: Subsequent events have been evaluated through April 1, 2025, which is the date the financial statements were available to be issued. #### NOTE B--RELATED PARTY TRANSACTIONS Certain franchisor obligations such as training, initial setup support, and others are provided to the Company's customers by the Affiliate. At the discretion of management, the costs of these services are borne by the Affiliate and are not charged to the Company. Accordingly, no costs incurred to fulfill the performance obligation under the Company's contracts with its customers are recognized by the Company. The Company's operating results and financial position could be different if the Company and its affiliate were unrelated entities. Previously, the Company entered into a loan agreement with the Parent which bore an interest rate of 2.82%. For the year ended December 31, 2022, the balance owed under the loan agreement was \$81,122. Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 32

According to New York law, when must Amorino provide the disclosure document to a prospective franchisee?

Accepted Answer

If Amorino offers you a franchise, it must provide this disclosure document to you 14 calendardays before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale, or sooner if required by applicable state law. New York law requires a franchisor to provide this disclosure document to you at the earlier of the first personal meeting or ten (10) business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 33

Does Amorino allow an Area Developer, officer, director, shareholder, or partner to own, operate, advise, or be employed by a business that engages in the production or sale of gelato, ice cream, or other products/services offered by Amorino stores, and if so, under what condition?

Accepted Answer

During the term of this Agreement, neither Area Developer, nor any officer, director shareholder, or general partner or limited partner of a corporate or partnership franchisee, shall either directly or indirectly, own, operate, advise, be employed by, or have any interest in any business that engages in the production or sale at retail or wholesale of gelato or other ice cream products, or any other products or services offered by any of your Stores or proposed to be offered by any of your Stores or offered by Amorino Stores, anywhere, whether within or outside the Area Development Territory, unless Company shall consent thereto in writing.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 34

Does Amorino have to approve the Supervising Principal?

Accepted Answer

- (1) One of your individual Principals must directly supervise the Store and its daily operations, on-site (the "Supervising Principal"). Mobile Outlets shall not be required to have daily on-site supervision by a Supervising Principal but, Mobile Outlets must still have a Supervising Principal (or a Manager as permitted in (2) below, primarily responsible for the operations of the Store. If you are a Business Entity, the Supervising Principal should be the individual Principal who owns a controlling interest in Franchisee. The Supervising Principal shall have full control over day-to-day Store management and operations. The Supervising Principal must attend and successfully complete Amorino's initial training program and all additional training that Amorino requires, to Amorino's satisfaction. Except as may be permitted under subsection (2) below, and except where such obligations are inconsistent with the on-site daily supervision exception for Mobile Outlets, the Supervising Principal shall devote his or her full time efforts to Store operations, and shall not engage in any other business or Activity, directly or indirectly, that requires substantial management responsibility or time commitment. Amorino shall have approved the Supervising Principal as meeting its then-current qualifications for such position.
- (2) If you operate more than one Amorino Store, or if the Supervising Principal will not devote full time efforts to the management and operation of the Store governed by this Agreement then, in addition to the Supervising Principal, you must appoint an individual to serve as the Manager, who must be approved in advance by us and who must complete to our satisfaction our initial training and any other additional training that we may require. The

![](_page_104_Picture_0.jpeg)

Manager shall have full control over, and devote his or her full-time efforts to, day-to-day management and operation of the Store. The Manager shall not engage in any other business or activity, directly or indirectly, that requires substantial management responsibility or time commitment. If the Manager ceases to serve in, or no longer qualifies for, such position, you shall designate another qualified person to serve as the Manager within 30 days after the date the prior Manager ceases to serve or no longer qualifies to serve. Any proposed replacement Manager must be approved in advance by us and must complete to our satisfaction our initial training and any other additional training that we may require.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 35

What must the Amorino Area Developer satisfy in addition to executing and returning the copies of the new Area Development Agreement?

Accepted Answer

Within thirty (30) days after Area Developer's receipt of the Franchise Disclosure Document and the new area development agreement, but no sooner than immediately after any applicable waiting periods prescribed by law ("Disclosure Period") have passed, Area Developer shall execute two copies of the Area Development Agreement described in the Franchise Disclosure Document and return them to Company. If Area Developer has so executed and returned the copies and has satisfied the

![](_page_160_Picture_0.jpeg)

conditions set forth in Section 4.5, Company will execute the copies and return one fully executed copy to Area Developer.

#### **4.5 Conditions to Exercise of Right of Additional Development**

Area Developer's right to additional development described in Section 4.3 shall be subject to Area Developer's fulfillment of the following conditions precedent:

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 36

For Amorino area developers, when is the difference between the then-current franchise fee and the $12,500 credit due for each additional location?

Accepted Answer

f 80*

![](_page_30_Picture_0.jpeg)

- x 2). When you sign each unit franchise agreement for each additional location, the \$12,500 which you paid for each additional location as part of the initial area development fee will be applied as a credit against the then-current initial franchise fee for that location, and you must pay the difference between the then-current franchise fee and the \$12,500 credit for that location, at the

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 37

Is the Amorino Area Development Agreement binding on the heirs, executors, administrators, successors, and assigns of the Area Developer, subject to the prohibitions against assignment contained in the agreement?

Accepted Answer

Upon the death or permanent incapacity (mental or physical) of any person with a majority or controlling interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by Amorino within six months after such death or mental incapacity.

Such transfers, including transfers by devise or inheritance, shall be subject to the same.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 38

Is the Area Development Territory Fee for Amorino credited against the franchise fee for additional locations?

Accepted Answer

ations provided in your area development schedule. For example, if you sign an Area Development Agreement for five locations, you must pay an initial area development fee equal to \$90,000 (\$30,000 plus \$60,000).

#### **5.2 Credit Applied Against the Then-Current Franchise Fee for the Additional Location**

When you sign each unit franchise agreement for each additional location, the \$15,000 which you paid for each additional location as part of the initial Area Development Territory Fee will be applied as a partial credit against the th

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 39

What condition would prevent an Amorino franchisee from being able to renew their franchise agreement?

Accepted Answer

a Sheet unless otherwise restricted by law, regardless of the date on which the Store opens to the public for business.
- B. Renewal Terms. You may renew your franchise rights for two additional consecutive five-year terms, provided that this Agreement has not been validly terminated for any reason prior to the expiration of the then-current term, and provided you:
- (1) give us written notice of your intent to renew the franchise at least three months (but no more than six months) prior to expiration of the initial or current renewal term;
- (2) are not in Default of this Agreement (on the date you give notice of renewal or on the date that the new term will commence) and no event has occurred and is continuing which by the giving of notice or the expiration of any cure period would constitute a Default under this Agreement, or any successor franchise agreement (as applicable) and have substantially complied with the terms and conditions of this Agreement or any successor franchise agreement (as applicable) throughout the term;
- (3) complete any training we require and complete the renovations and updates to the Store described in Section 2.C(1);
- (4) no later than 30 days prior to the expiration of the current term, sign, and have each person who has guaranteed your obligations under this Agreement sign, a general release in a form satisfactory to us, of Amorino and our subsidiaries and Affiliates and our/their respective officers, directors, managers, members, shareholders, and partners in our/their corporate and individual capacities;

![](_page_93_Picture_0.jpeg)

- (5) no later than 30 days prior to the expiration of the current term, (a) pay a renewal fee equal to twenty five percent (25%) of our then current initial franchise fee for each five years of renewal, at the same time that you (b) sign an amendment to this Agreement to reflect any new terms of our then-current form of franchise agreement, or at our option, sign the then-current form of franchise agreement or an agreement stipulating renewal of this Agreement;

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 40

What condition would prevent an Amorino franchisee from renewing their franchise rights?

Accepted Answer

a Sheet unless otherwise restricted by law, regardless of the date on which the Store opens to the public for business.
- B. Renewal Terms. You may renew your franchise rights for two additional consecutive five-year terms, provided that this Agreement has not been validly terminated for any reason prior to the expiration of the then-current term, and provided you:
- (1) give us written notice of your intent to renew the franchise at least three months (but no more than six months) prior to expiration of the initial or current renewal term;
- (2) are not in Default of this Agreement (on the date you give notice of renewal or on the date that the new term will commence) and no event has occurred and is continuing which by the giving of notice or the expiration of any cure period would constitute a Default under this Agreement, or any successor franchise agreement (as applicable) and have substantially complied with the terms and conditions of this Agreement or any successor franchise agreement (as applicable) throughout the term;
- (3) complete any training we require and complete the renovations and updates to the Store described in Section 2.C(1);
- (4) no later than 30 days prior to the expiration of the current term, sign, and have each person who has guaranteed your obligations under this Agreement sign, a general release in a form satisfactory to us, of Amorino and our subsidiaries and Affiliates and our/their respective officers, directors, managers, members, shareholders, and partners in our/their corporate and individual capacities;

![](_page_93_Picture_0.jpeg)

- (5) no later than 30 days prior to the expiration of the current term, (a) pay a renewal fee equal to twenty five percent (25%) of our then current initial franchise fee for each five years of renewal, at the same time that you (b) sign an amendment to this Agreement to reflect any new terms of our then-current form of franchise agreement, or at our option, sign the then-current form of franchise agreement or an agreement stipulating renewal of this Agreement;

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 41

What are the conditions under which Amorino will not unreasonably condition or delay consent to relocate an Amorino store?

Accepted Answer

Provided that you are in material compliance with this Agreement and any other agreements with Amorino or its Affiliates, we will not unreasonably condition or delay our consent to your request to relocate your Store in the event that your lease expires or terminates through no fault of your own or the premises is destroyed or damaged by fire, flood or other force majeure event, provided that none of the foregoing events results from your negligence or misconduct. You must comply with the same requirements to select, lease, construct, design and open a new location that you did in connection with the initial location: provided, however, that the Store must be open for business at the new location within 180 days of closing at the previous location. You are solely responsible for all relocation costs and expenses.

Source: Item 12 — TERRITORY (FDD pages 47–50)

Question 42

What constitutes a default that would prevent an Amorino franchisee from renewing their agreement?

Accepted Answer

a Sheet unless otherwise restricted by law, regardless of the date on which the Store opens to the public for business.
- B. Renewal Terms. You may renew your franchise rights for two additional consecutive five-year terms, provided that this Agreement has not been validly terminated for any reason prior to the expiration of the then-current term, and provided you:
- (1) give us written notice of your intent to renew the franchise at least three months (but no more than six months) prior to expiration of the initial or current renewal term;
- (2) are not in Default of this Agreement (on the date you give notice of renewal or on the date that the new term will commence) and no event has occurred and is continuing which by the giving of notice or the expiration of any cure period would constitute a Default under this Agreement, or any successor franchise agreement (as applicable) and have substantially complied with the terms and conditions of this Agreement or any successor franchise agreement (as applicable) throughout the term;
- (3) complete any training we require and complete the renovations and updates to the Store described in Section 2.C(1);
- (4) no later than 30 days prior to the expiration of the current term, sign, and have each person who has guaranteed your obligations under this Agreement sign, a general release in a form satisfactory to us, of Amorino and our subsidiaries and Affiliates and our/their respective officers, directors, managers, members, shareholders, and partners in our/their corporate and individual capacities;

![](_page_93_Picture_0.jpeg)

- (5) no later than 30 days prior to the expiration of the current term, (a) pay a renewal fee equal to twenty five percent (25%) of our then current initial franchise fee for each five years of renewal, at the same time that you (b) sign an amendment to this Agreement to reflect any new terms of our then-current form of franchise agreement, or at our option, sign the then-current form of franchise agreement or an agreement stipulating renewal of this Agreement;

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 43

What criteria are used to identify former Amorino franchisees listed as having an outlet terminated, canceled, not renewed, or otherwise ceased to do business under the franchise agreement?

Accepted Answer

The following are the former franchisees that had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or has not communicated with the franchisor within 10 weeks of the disclosure document issuance date:

#### None.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 44

Are current and former Amorino franchisees sometimes restricted from speaking openly about their experiences?

Accepted Answer

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with Amorino. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 73–79)

Question 45

What is the dependency between compliance with the franchise agreement and Amorino's consent to relocation?

Accepted Answer

Provided that you are in material compliance with this Agreement and any other agreements with Amorino or its Affiliates, we will not unreasonably condition or delay our consent to your request to relocate your Store in the event that your lease expires or terminates through no fault of your own or the premises is destroyed or damaged by fire, flood or other force majeure event, provided that none of the foregoing events results from your negligence or misconduct. You must comply with the same requirements to select, lease, construct, design and open a new location that you did in connection with the initial location: provided, however, that the Store must be open for business at the new location within 180 days of closing at the previous location. You are solely responsible for all relocation costs and expenses.

Source: Item 12 — TERRITORY (FDD pages 47–50)

Question 46

What is the dependency for Amorino to execute the copies of the new Area Development Agreement and return one fully executed copy to the Area Developer?

Accepted Answer

Within thirty (30) days after Area Developer's receipt of the Franchise Disclosure Document and the new area development agreement, but no sooner than immediately after any applicable waiting periods prescribed by law ("Disclosure Period") have passed, Area Developer shall execute two copies of the Area Development Agreement described in the Franchise Disclosure Document and return them to Company. If Area Developer has so executed and returned the copies and has satisfied the

![](_page_160_Picture_0.jpeg)

conditions set forth in Section 4.5, Company will execute the copies and return one fully executed copy to Area Developer.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 47

What is the dependency for a franchisee's obligation to modify the store premises after termination or expiration of the Amorino Franchise Agreement?

Accepted Answer

- (2) If Amorino or its designee does not request assignment of the Lease before expiration of this 30-day period, then within 10 days after termination or expiration of this Agreement, you shall make all modifications or alterations to the Store premises (including changing the color scheme, removing all signs and other distinctive design features) and removal of all materials and products containing Proprietary Marks, as may be necessary to distinguish the appearance of the Franchised Location from that of other Amorino Stores, and make such specific additional changes to the Franchised Location as Amorino may reasonably request for that purpose.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 48

What is the effect of a force majeure event on Amorino's consent to relocate a store?

Accepted Answer

Provided that you are in material compliance with this Agreement and any other agreements with Amorino or its Affiliates, we will not unreasonably condition or delay our consent to your request to relocate your Store in the event that your lease expires or terminates through no fault of your own or the premises is destroyed or damaged by fire, flood or other force majeure event, provided that none of the foregoing events results from your negligence or misconduct. You must comply with the same requirements to select, lease, construct, design and open a new location that you did in connection with the initial location: provided, however, that the Store must be open for business at the new location within 180 days of closing at the previous location. You are solely responsible for all relocation costs and expenses.

Source: Item 12 — TERRITORY (FDD pages 47–50)

Question 49

What is the effect of negligence or misconduct on Amorino's consent to relocate a store?

Accepted Answer

Provided that you are in material compliance with this Agreement and any other agreements with Amorino or its Affiliates, we will not unreasonably condition or delay our consent to your request to relocate your Store in the event that your lease expires or terminates through no fault of your own or the premises is destroyed or damaged by fire, flood or other force majeure event, provided that none of the foregoing events results from your negligence or misconduct. You must comply with the same requirements to select, lease, construct, design and open a new location that you did in connection with the initial location: provided, however, that the Store must be open for business at the new location within 180 days of closing at the previous location. You are solely responsible for all relocation costs and expenses.

Source: Item 12 — TERRITORY (FDD pages 47–50)

Question 50

Are fees paid to third parties, such as architects or attorneys, refundable for an Amorino franchise?

Accepted Answer

n payment terms pre-negotiated by us. Fees paid to third parties, such as your architect, engineer, attorney, landlord and third-party vendors, may or may not be refundable, depending on the arrangement you make with such third parties.
- 11.

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 22–32)

Question 51

In the Amorino franchise agreement, does the interpretation of terms related to number and gender depend on the context of the agreement?

Accepted Answer

In this Agreement, unless otherwise specified or where the context otherwise requires:

- (1) all references to gender shall be construed to include any other gender;

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 52

Does the Amorino Franchise Agreement specify what happens if a court order affects the non-compete agreement?

Accepted Answer

Commencing upon the later of: (a) a transfer permitted under this Agreement, expiration of this Agreement, or termination of this Agreement (regardless of the cause for termination) or (b) a final court order (after all appeals have been taken) with respect to any of the foregoing events or with respect to enforcement of this Section, and continuing for an uninterrupted period of two years thereafter, you and each of your Principals, shall not either directly or indirectly, for yourselves, or through, on behalf of, or in conjunction with any person, persons, or legal entity, own, maintain, advise, operate, engage in, be employed by, make loans to, or have any interest in or relationship or association with a business that engages in the production or sale at retail or wholesale of ice cream products, other than a Amorino Store operated pursuant to a then currently effective franchise agreement with Amorino, and (i) is, or is intended to be, located at the location of the former Franchised Business; (ii) within the former Protected Area of the Store (or, if there was no protected area, within a three-mile radius of the Store); or (iii) within a three-mile radius of any other store operating under the System and Proprietary Marks in existence or under development at the time of such expiration, termination or transfer.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 53

Does the Amorino Franchise Agreement specify what happens if there's a legal dispute regarding the enforcement of the non-compete agreement?

Accepted Answer

arising from this Agreement, shall not constitute a defense to Amorino's enforcement of the covenants in this Section 18. You and each Principal agree to pay all costs and expenses (including reasonable attorneys' fees) incurred by Amorino in connection with the enforcement of this Section 18.
- G. Breach of Covenants Causes Irreparable Injury. You acknowledge that your violation of any covenant of this Section 18 would result in irreparable injury to Amorino for which no adequate remedy at law may be available, and you consent to the issuance of, and agree to pay all court costs and reasonable attorneys' fees incurred by Amorino in obtaining, without the posting of any bond, an ex

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 54

Does the Amorino Franchise Agreement specify if the non-compete applies if I transfer the franchise?

Accepted Answer

business under the Proprietary Marks or similar marks.
- D. Non-Competition After Expiration or Termination of Agreement. Commencing upon the later of: (a) a transfer permitted under this Agreement, expiration of this Agreement, or termination of this Agreement (regardless of the cause for termination) or (b) a final court order (after all appeals have been taken) with respect to any of the foregoing events or with respect to enforcement of this Section, and continuing for an uninterrupted period of two years thereafter, you and each of your Principals, shall not either directly or indirectly, for yourselves, or through, on behalf of, or in conjunction with any person, persons, or legal entity, own, maintain, advise, operate, engage in, be employed by, make loans to, or have any interest in or relationship or association with a business that engages in the production or sale at retail or wholesale of ice cream products, other than a Amorino Store operated pursuant to a then currently effective franchise agreement with Amorino, and (i) is, or is intended to be, located at the location of the former Franchised Business; (ii) within the former Protected Area of the Store (or, if there was no protected area, within a three-mile radius of the Store); or (iii) within a three-mile radius of any other store operating under the System and Proprietary Marks in existence or under development at the time of such expiration, termination or transfer.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 55

Must an Amorino franchisee maintain a maintenance agreement with the applicable manufacturers for the term of the franchise if Amorino requires it?

Accepted Answer

You must purchase all furniture, equipment, casework, and restaurant supplies from our approved third-party vendor, and/or our affiliates Amorino Trading or -18°. If we so require, you must maintain a maintenance agreement with the applicable manufacturers for the term of the franchise.

Source: Item 8 — RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES (FDD pages 32–36)

Question 56

Is the Amorino franchisee's owner required to sign the release and covenant not to sue?

Accepted Answer

leted all such items.
  - (8) You shall promptly pay all sums owing to us and our Affiliates.

![](_page_125_Picture_0.jpeg)

- (9) Except as limited by applicable law, you shall sign a general release, and cause each person who has guaranteed your obligations under this Agreement to sign, a general release in a form satisfactory to us, of any and all claims you may have against Amorino, our subsidiaries and Affiliates and our/their respective officers, directors, managers, members, shareholders, and partners in our/their corporate/company and individual capacities.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 57

Can the Amorino Franchisor designate another person or entity to receive the Franchisee's rights under the Collateral Assignment of Lease?

Accepted Answer

--------------------------------------------------|
| 20, between("Franchisee")                                                                             |
| and |
| CPUSA, LLC, a |
| Delaware limited liability |
| company ("Franchisor") |
|                                                                                                       |
| Subject to the provisions hereof, Franchisee, to secure its obligations to the Franchisor under       |
| the franchise agreement between the Franchisor and Franchisee for the operation of an Amorino         |
| Store or Outlet, dated, 20 (the "Franchise Agreement") and under every                                |
| agreement between Franchisee and the Franchisor, hereby assigns, transfers and sets over unto         |
| Franchisor and/or such person(s)/entity(ies) as Franchisor may from time-to-time designate all of     |
| Franchisee's right, title and interest, whether as tenant or otherwise, in, to and under that certain |
| lease (the "Lease"), a copy is attached to this Assignment, dated, 20, between                        |
| Franchisee and ("Landlord"), respecting                                                               |
| that property commonly known as                                                                       |
| (the "Premises"). The Franchisor shall have no liabilities or obligations of any kind arising from,   |
| or in connection with, this Assignment, the Lease or otherwise (including, but not limited to, any    |
| obligation to pay rent and/or other amounts) until and unless |
| the Franchisor, at the Franchisor's |
| option and in its sole discretion, takes possession of the Premises pursuant to the terms hereof and  |
| expressly (and in writing) assumes the rights and obligations of Franchisee under the Lease. The      |
| Franchisor is only responsible for those obligations accruing after the date of such assumption.      |
|                                                                                                       |
|                                                                                                       |

The Franchisee agrees to indemnify and hold harmless the Franchisor from and against all claims and demands of any type, kind or nature made by the Landlord or any third party that arise out of or are in any manner connected with Franchisee's use and occupancy of the Premises subject to the Lease.

The Franchisee represents and warrants to the Franchisor that Franchisee has full power and authority to assign the Lease and its interest in the Lease.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 58

Does the Amorino Franchisor have any liabilities or obligations arising from the Collateral Assignment of Lease before taking possession of the premises?

Accepted Answer

| THIS COLLATERAL ASSIGNMENT OF LEASE (this "Assignment") is entered into as of,                        |
|-------------------------------------------------------------------------------------------------------|
| 20, between("Franchisee")                                                                             |
| and |
| CPUSA, LLC, a |
| Delaware limited liability |
| company ("Franchisor") |
|                                                                                                       |
| Subject to the provisions hereof, Franchisee, to secure its obligations to the Franchisor under       |
| the franchise agreement between the Franchisor and Franchisee for the operation of an Amorino         |
| Store or Outlet, dated, 20 (the "Franchise Agreement") and under every                                |
| agreement between Franchisee and the Franchisor, hereby assigns, transfers and sets over unto         |
| Franchisor and/or such person(s)/entity(ies) as Franchisor may from time-to-time designate all of     |
| Franchisee's right, title and interest, whether as tenant or otherwise, in, to and under that certain |
| lease (the "Lease"), a copy is attached to this Assignment, dated, 20, between                        |
| Franchisee and ("Landlord"), respecting                                                               |
| that property commonly known as                                                                       |
| (the "Premises"). The Franchisor shall have no liabilities or obligations of any kind arising from,   |
| or in connection with, this Assignment, the Lease or otherwise (including, but not limited to, any    |
| obligation to pay rent and/or other amounts) until and unless |
| the Franchisor, at the Franchisor's |
| option and in its sole discretion, takes possession of the Premises pursuant to the terms hereof and  |
| expressly (and in writing) assumes the rights and obligations of Franchisee under the Lease. The      |
| Franchisor is only responsible for those obligations accruing after the date of such assumption.      |
|                                                                                                       |

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 59

What happens if the Area Developer does not exercise their right to additional development for Amorino?

Accepted Answer

At the time Company delivers to Area Developer Company's written notice of its determination to undertake additional development in the Area Development Territory, Company shall also deliver to Area Developer a copy of Company's then-current Franchise Disclosure Document or its equivalent as may be required by applicable law (the "Disclosure Document") and two copies of the then-current area development agreement. ("Then-current," as used in this Agreement and applied to the Franchise Disclosure Document and Area Development Agreement shall mean the form then currently provided to prospective franchisees or Area Developers, or if not then being so provided, then such form selected by the Company in its sole discretion which previously has been delivered to and executed by a franchisee of Company). The new area development agreement may vary substantially from this Agreement, except that: (a) the new area development agreement shall provide for the same percentage discounts for the initial franchise fees to be paid on the individual franchise agreements for the third and additional Stores as provided in Schedule C to this Area Development (provided that Area Developer has opened at least two Stores during the term of this Area Development Agreement); and (b) Area Developer shall not be required to pay another Area Development Franchise Fee, although Company may impose other types of fees or charges. The new area development agreement will reflect Area Developer's new development obligation consistent with Company's plan for additional development set forth in its notice to Area Developer. Within thirty (30) days after Area Developer's receipt of the Franchise Disclosure Document and the new area development agreement, but no sooner than immediately after any applicable waiting periods prescribed by law ("Disclosure Period") have passed, Area Developer shall execute two copies of the Area Development Agreement described in the Franchise Disclosure Document and return them to Company. If Area Developer has so executed and returned the copies and has satisfied the

![](_page_160_Picture_0.jpeg)

conditions set forth in Section 4.5, Company will execute the copies and return one fully executed copy to Area Developer.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 60

What happens if an Amorino Area Developer fails to meet the Minimum Development Obligations within the specified Development Periods?

Accepted Answer

m attached as Attachment C to the Franchise Agreement in this Disclosure Document, or such other form as proscribed by Company from time to time.

## **IX. DEFAULT AND TERMINATION**

#### **9.1 Termination Pursuant to A Material Breach of This Agreement**

This Agreement may be terminated by Company for cause without notice or opportunity to cure, except for such notice as may be required by law, in the event of any material breach by Area Developer of this Agreement.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 61

What happens if Amorino does not exercise its right of first refusal and consents to the assignment, but the assignment does not occur within 90 days?

Accepted Answer

- (c) If Franchisor shall elect not to exercise its said right of first refusal and shall consent to such assignment, Franchisee shall, subject to the provisions of this Agreement, be free to assign this Agreement to such proposed assignee on the terms and conditions specified in said notice. If, however, Franchisor does not elect to exercise its right of first refusal and said terms shall be materially changed, or if more than 90 days shall pass without such assignment occurring, such changed terms or lapse of time shall be deemed a new proposal and Franchisor shall again have such right of first refusal with respect thereto.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 62

What happens if Amorino does not exercise its right of first refusal and consents to the assignment, but the terms of the assignment materially change?

Accepted Answer

- (c) If Franchisor shall elect not to exercise its said right of first refusal and shall consent to such assignment, Franchisee shall, subject to the provisions of this Agreement, be free to assign this Agreement to such proposed assignee on the terms and conditions specified in said notice. If, however, Franchisor does not elect to exercise its right of first refusal and said terms shall be materially changed, or if more than 90 days shall pass without such assignment occurring, such changed terms or lapse of time shall be deemed a new proposal and Franchisor shall again have such right of first refusal with respect thereto.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 63

What happens if an Amorino franchisee fails to maintain the store in accordance with Amorino's standards?

Accepted Answer

ease to sell any disapproved products and cease to purchase from any disapproved supplier.

#### G. Franchised Location.

- (1) You shall maintain the Store (including adjacent public areas) in a clean, orderly condition and in excellent repair and in accordance with Amorino's standards. You shall, at your expense, make such additions, alterations, repairs, and replacements under this Agreement as may be required for that purpose, including such periodic repainting, repairing, and replacing of obsolete or deteriorated signs, furnishings, fixtures, equipment, and decor as Amorino may reasonably direct. In addition with respect to the equipment you must execute and renew any preventative maintenance agreements Amorino, or our designated supplier require in order to insure consistent quality control and health code compliance.
- (2) Upon Amorino's request, you shall install and maintain at the Franchised Business interactive point of sale multi-media equipment, devices, and facilities Amorino requires, including approved music systems, Wi-Fi and other wireless internet and communications systems, and interactive displays, including plasma or LCD screens.
- (3) You shall not cause or permit gaming machines to be installed or maintained at the Franchised Location.
- (4) You shall refrain from installing any fixtures or furnishings not approved by Amorino. You shall purchase and install, at your expense, all fixtures, furnishings, equipment, decor, signs, and other items as Amorino may reasonably direct from time to time in the Manual or otherwise in writing in accordance with Amorino's standards and specifications.
- (5) You shall make such alterations as may be necessary to reflect new product offerings and marketing incentives, including updating or replacement of menu boards and the purchase and use of new interior signage.
- (6) At Amorino's request, but not more often than once every 60 months, you shall refurbish the Franchised Location (other than all Mobile stores), at your own expense, to conform to the building design, trade dress, color schemes, and presentation of the Proprietary Marks in a manner consistent with the then-current public image for new or remodeled Amorino Stores in the System.
- H. Days and Hours of Operation. You shall operate the Store continuously on such days and during such hours as are required by the shopping center or other commercial development in which the Store is located, or such hours and days as required by your Lease, but in any event not less than the days and hours that Amorino may specify in the Manual or in other written directives.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

Question 64

What happens if an Amorino franchisee modifies the store without Amorino's prior written consent?

Accepted Answer

mine if your Store is eligible to receive discounts on products you are required to purchase from Amorino's Affiliates.
- J. Modifications. You shall not modify the Store or make any changes to the System without Amorino's express prior written consent. At your own expense, you shall make such alterations, additions, or modifications to the Store as Amorino may reasonably require, within such reasonable time period set by Amorino. Such refurbishing may include redecorating, repainting, replacement of carpets or floor surfaces, or replacement of furniture and fixtures. Notwithstanding the foregoing, other than in connection with the opening of the Store, or to comply with changes in laws or local ordinances, Amorino shall not require any refurbishing to the Store that are expected to cost more than \$20,000, exclusive of local contractor expenses payable to third parties, more frequently than once every five years.
- K. Pricing. All pricing for products or services offered for sale shall be established by Amorino (except as prohibited by law). We have the right to establish maximum, minimum or other retail pricing requirements to the extent permitted by law.
- L. Intranet/Extranet System. Amorino may, at its option, establish and maintain a computer network through which members of the Amorino franchise network may communicate and through which Amorino may disseminate Confidential Information. Amorino will have no obligation to establish or to maintain the network. Amorino may establish policies and procedures for use of such network. You acknowledge that, Amorino can access and view any communication on the network. You further acknowledge that the intranet network and services and all communications that are posted to it will become Amorino's property, free of any claims of privacy or privilege that you or any other individual may assert.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

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