What sections of the Franchise Agreement are modified by this Rider for a Focalpoint Coaching franchise?

[Item 22: Contracts]

1. Background. We and you are parties to that certain Franchise Agreement that has been signed at the same time as the signing of this Rider (the "Franchise Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the Franchised Business that you will operate under the Franchise Agreement will be located in Washington; and/or (b) you are a resident of Washington; and/or (c) any of the offering or sales activity relating to the Franchise Agreement occurred in Washington.

2. Acknowledgments.

• a. The following Sections are hereby deleted in their entirety from the Franchise Agreement: 1.B(2), 1.B(3), 1.B(6), 1.B(7), 1.B(11) and 1.B(13).
• b. Section 1.B(9) of the Franchise Agreement is revised to read as follows:
• (9) That this Agreement's terms and covenants are reasonably necessary for Franchisor to maintain Franchisor's high standards of quality and service, as well as the uniformity of those standards at each FocalPoint Franchised Business, and to protect and preserve the goodwill of the Marks.
• 1. Initial Fees. The following language is added to the end of Sections 3.A and 4.A of the Franchise Agreement:

In lieu of an impound of franchise fees, we will not require or accept the payment of any initial franchise fees until you (a) have received all pre-opening and initial training obligations that you are entitled to under the Franchise Agreement or disclosure document, and (b) are open for business.

1. Addition of Paragraphs. The following is added to the end of the Franchise Agreement:

In recognition of the requirements by the Washington Franchise Investment Protection Act and the Rules and Regulations promulgated thereunder (the "Act"), the Franchise Agreement of FocalPoint Coaching, Inc. shall be modified as follows:

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail. [Item 22: Contracts]

• 1. Background. We and you are parties to that certain Franchise Agreement that has been signed at the same time as the signing of this Rider (the "Franchise Agreement"). This Rider is part of the Franchise Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the Franchised Business that you will operate under the Franchise Agreement was made in the State of Illinois and the Franchised Business will be located in Illinois, and/or (b) you are a resident of Illinois.
• 1. Initial Fees. The following language is added to the end of Sections 3.A and 4.A of the Franchise Agreement:

Despite the payment provisions above, we will defer payment of initial fees owed by you to us under this Agreement until all of our pre-opening obligations have been satisfied and you commence doing business under this Agreement. This requirement has been imposed by the Illinois Attorney General's Office based on our audited financial statements.

1. Governing Law. The following language is added to the end of Section 17.F of the Franchise Agreement:

However, Illinois law will apply to claims arising under the Illinois Franchise Disclosure Act.

1. Consent to Jurisdiction. The following language is added to the end of Section 17.G of the Franchise Agreement:

However, subject to the parties' arbitration obligations, the parties submit to the jurisdiction and venue of the state and federal courts of competent jurisdiction in Illinois for claims arising under the Illinois Franchise Disclosure Act.

1. Waiver of Jury Trial. The following language is added to the end of the second paragraph of Section 17.H of the Franchise Agreement:

However, this waiver shall not apply to the extent prohibited by Section 705/41 of the Illinois Franchise Disclosure Act of 1987 or Illinois Regulations at Section 260.609.

FocalPoint Coaching Inc. FocalPoint – 03/2025 Unit FDD

1. Limitation of Claims. The following language is added to the end of Section 17.J of the Franchise Agreement:

[Item 22: Contracts]

• 1. Background. We and you are parties to that certain Franchise Agreement that has been signed at the same time as the signing of this Rider (the "Franchise Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the Franchised Business that you will operate under the Franchise Agreement will be located in Minnesota; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in Minnesota.
• 1. Initial Fees. The following language is added to the end of Sections 3.A and 4.A of the Franchise Agreement:

Despite the payment provisions above, we will defer payment of initial fees owed by you to us under this Agreement until all of our pre-opening obligations have been satisfied and you commence doing business under this Agreement.

1. Insufficient Funds Processing Fee. The last sentence in the first paragraph of Section 3.K. of the Franchise Agreement is deleted and replaced with the following:

If there are insufficient funds in the EDTA to cover any such amount owed (or, if Franchisee is paying by check and a check is returned for insufficient funds), Franchisor will charge Franchisee a processing fee of Thirty Dollars ($30) to compensate Franchisor for Franchisor's additional administrative expenses.

• 1. Releases. The following is added to the end of the third paragraph in Section 4.A. and to the end of Sections 12.C.(8) and 13.C. of the Franchise Agreement:
  • ; however, any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the Minnesota Franchises Law.
• 1. Infringement. The following language is added to the end of Section 5.C. of the Franchise Agreement:

To the extent required by Minnesota Stat. Sec. 80C.12, Subd. 1(g), we will protect your right to use the Marks and indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the Marks.

FocalPoint Coaching Inc. FocalPoint – 03/2025 Unit FDD

[Item 22: Contracts]

• 1. Background. We and you are parties to that certain Franchise Agreement that has been signed concurrently with the signing of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the Franchised Business that you will operate under the Franchise Agreement was made in the State of New York, and/or (b) you are a resident of New York and will operate the Business in New York.
• 1. Releases. The following language is added to the end of the third paragraph in Section 4.A. and to the end of Sections 12.C.(8) and 13.C. of the Franchise Agreement:
  • , provided, however, that to the extent required by Article 33 of the General Business Law of the State of New York, all rights you enjoy and any causes of action arising in your favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of the proviso that the non-waiver provisions of GBL 687 and 687.5 be satisfied.
• 1. Transfer by Us. The following language is added to the end of Section 12.A. of the Franchise Agreement:

However, to the extent required by applicable law, no assignment will be made except to an assignee who, in good faith and judgment of the franchisor, is willing and financially able to assume the franchisor's obligations under the franchise agreement.

1. Termination by You. The following language is added to the end of Section 14.A of the Franchise Agreement:

The franchisee may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Sections 17.F and 17.G of the Franchise Agreement:

FocalPoint Coaching Inc. FocalPoint – 03/2025 Unit FDD

[Item 22: Contracts]

• 1. Background. We and you are parties to that certain Franchise Agreement that has been signed concurrently with the signing of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) you are a resident of North Dakota and the Franchised Business will be located in North Dakota, and/or (b) the offer or sale of the franchise for the Franchised Business that you will operate under the Franchise Agreement was made in the State of North Dakota.
• 1. Initial Fees. The following language is added to the end of Sections 3.A and 4.A of the Franchise Agreement:

Despite the payment provisions above, we will defer payment of initial fees owed by you to us under this Agreement until all of our pre-opening obligations have been satisfied and you commence doing business under this Agreement.

1. Releases. The following language is added to the end of the third paragraph in Section 4.A. and to the end of Sections 12.C.(8) and 13.C. of the Franchise Agreement:

Any general release shall not apply to the extent prohibited by law with respect to claims arising under the North Dakota Franchise Investment Law.

1. Covenant Not to Compete. The following language is added to the end of Section 15.D. of the Franchise Agreement:

Covenants not to compete such as those mentioned above generally are considered unenforceable in North Dakota. However, we will seek to enforce them to the extent enforceable.

1. Arbitration. The following language is added to the end of Section 17.E of the Franchise Agreement:

However, to the extent required by the North Dakota Franchise Investment Law (unless preempted by the Federal Arbitration Act), arbitration will be at a site to which we and you mutually agree.

1. Governing Law. The following language is added to the end of Section 17.F of the Franchise Agreement:

FocalPoint Coaching Inc. FocalPoint – 03/2025 Unit FDD

Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, North Dakota law will apply to this Agreement.

Source: Item 22 — Contracts (FDD pages 56–57)