First Watch IPO Presentation Deck

Disclaimer This presentation is the confidential Information of First Watch Restaurant Group, Inc. ("we," "our," "us" or the "Company and is subject to the confidentiality, use and other limitations and restrictions set forth in the related NetRoadshow click-through agreement. This Information does not purport to contain all of the information that may be required or desired by a recipient to evaluate the Company or the securities offered hereby. In all cases, interested parties should conduct their own independent investigation and analysis of the Company and its business, assets, financial condition and prospects, as well as the terms of the securities offered by the Company. The information contained herein speaks only as of the date identified on the cover page of this presentation. The Company has filed a registration statement on Form 5-1 (No. 333-259360) (the "Registration Statement"), Including a prospectus, with the Securities and Exchange Commission (the "SEC") for the initial public offering of the Company's common stock ("Common Stock") to which this communication relates. The Registration Statement has not yet become effective. The Common Stock may not be sold, nor may offers be accepted, prior to the time the Registration Statement becomes effective. Before you invest, you should read the prospectus in the Registration Statement, including the "Risk Factors" set forth therein, and the other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC's web site at www.sec.gov.Copies of the preliminary prospectus may also be obtained, when available, from BofA Securities, Inc. at BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28555, Attention: Prospectus Department or by email at [email protected], Goldman Sachs & Co. LLC at Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected] and Jefferies LLC at Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022, by telephone at (877) 821-7388 or by email at [email protected]. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This presentation and accompanying statements contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect." "project," "seek," "plan," "intend," "believe," "will, "may," "could," "continue." "likely." "should." "would." "aim," "target," "objectives." "outlook," "guidance," and other words and terms of similar meaning in connection with our plans, strategies, objectives, targets and any discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words. The forward looking statements contained in this presentation are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you consider this presentation, you should understand that these statements are not guarantees of performance or results. These assumptions and our future performance or results involve risks and uncertainties (many of which are beyond our control). These risks and uncertainties include, but are not limited to, the following: continued adverse effects of the COVID-19 pandemic or other infectious disease on our financial condition, results of operations, and supply chain; our vulnerability to changes in consumer preferences and economic conditions; our inability to open new restaurants in new and existing markets: our inability to generate same-restaurant sales growth; the number of visitors to areas where our restaurants are located may decline; our marketing programs and limited-time menu offerings may fail to generate profits; shortages or disruptions in the supply or delivery of frequently used food items or increases in the cost of our frequently used food items; our inability to prevent instances of food borne illness in our restaurants; our inability to compete successfully with other breakfast and lunch restaurants; issues with our existing franchisees, including their financial performance, our lack of control over their operations and conflicting business interests; our vulnerability to adverse demographic, unemployment, economic, regulatory and weather conditions; damage to our reputation and negative publicity, even if unwarranted; our reliance on a small number of suppliers for a substantial amount of our food and coffee; our inability to effectively manage our internal controls over financial reporting; our failure to adequately protect our network security: compliance with federal and local environmental, labor, employment and food safety laws and regulations; our level of indebtedness and our duty to comply with covenants under our credit agreement; the interests of Advent International may differ from those of our public stockholders; and general economic, political and market forces beyond our control. Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. The underwriters and their affiliates (collectively, the "Underwriters") have not conducted any investigation with respect to the information in this presentation, and the Underwriters and the Company expressly disclaim any and all liability for representations, expressed or implied, contained in, or for omissions from, this presentation or any other written or oral communication transmitted to any interested party in the course of its evaluation of the Company. Only those particular representations and warranties that may be made by the Company in a definitive written agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. Certain Information contained in this presentation has been obtained from sources outside of the Company. While such information is believed to be reliable for the purposes used herein, neither the Company nor any of its affiliates, directors, officers, members, employees, agents or advisors assume any responsibility for the accuracy of such information. Market data and industry information used throughout this presentation are based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management's review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. All of the market data and Industry Information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and Imprecise. Projections, assumptions and estimates of our future performance and the future performance of the Industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent partles. We present Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant Level Operating Profit and Restaurant Level Operating Profit Margin to help us describe our operating performance. Our presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant Level Operating Profit and Rest ant Level Operating Profit Margin are intended as supplemental measures of our performance that are not required by, or presented in accordance with, U.S. generally accepted accounting principles ("GAAP). Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant Level Operating Profit and Restaurant Level Operating Profit Margin should not be considered as alternatives to net loss and total comprehensive loss, Income (loss) from operations or any other performance measures derived in accordance with U.S. GAAP, or as alternatives to cash flow from operating activities as measures of liquidity. Our presentation of Adjusted EBITDA. Adjusted EBITDA Margin, Restaurant Level Operating Profit and Restaurant Level Operating Profit Margin should not be construed to imply that our future results will be unaffected by items that are excluded from these metrics. See the appendix to this presentation for a reconciliation of net loss and total comprehensive loss, the most directly comparable GAAP measure, to Adjusted EBITDA and income (loss) from operations, the most directly comparable GAAP measure, to Restaurant Level Operating Profit. The Company is an "emerging growth company within the meaning of the Jumpstart Our Business Startups Act. No securities will be offered or sold and no offers to buy will be accepted prior to the time our registration statement becomes effective. The trademarks included herein are the 2 property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of the Company or the proposed offering.