What is the effect of the Focus Cfo addendum on existing terms in the franchise agreement?

 |  |  |

NORTH DAKOTA ADDENDUM TO FOCUS CFO GROUP, LLC FRANCHISE AGREEMENT

• 1. Background. Focus CFO and Franchisee are parties to that certain Franchise Agreement dated , 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Addendum. This Addendum is attached to and forms a part of the Franchise Agreement. This Addendum is being signed because (a) Franchisee is a resident of North Dakota and the franchised business that Franchisee will operate under the Franchise Agreement will be located in North Dakota and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in North Dakota.
  • 1. Releases. Section 2.3.A of the Franchise Agreement is deleted in its entirety.
• 1. Covenants Not to Compete. The following language is added to the end of Section 14.3:

Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota.

• 1. Arbitration. Section 18.7 of the Franchise Agreement is amended to provide that the location of arbitration shall be at a site to which Focus CFO and Franchisee agree.
• 1. Jurisdiction. Section 18.2 of the Franchise Agreement is deleted in its entirety and replaced with the following:

Any action brought by either party except those claims required to be submitted to arbitration, shall only be brought in the appropriate state or federal court located in North Dakota. Claims for injunctive relief may be brought by Focus CFO where Franchisee is located. This provision shall not restrict the ability of the parties to confirm or enforce judgments or arbitration awards in any appropriate jurisdiction.

1. Governing Law. Section 18.1 of the Franchise Agreement is deleted in its entirety and replaced with the following:

Except to the extent this Agreement or any particular provision is governed by the U.S. Trademark Act of 1946 or other federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota (without reference to its conflict of laws principles). The Federal Arbitration Act shall govern all matters subject to arbitration. References to any law refers also to any successor laws and to any published

regulations for such laws as in effect at the relevant time. References to a governmental agency also refer to any regulatory body that succeeds the function of such agency.

• 1. Waiver of Jury Trial. Section 18.6 of the Franchise Agreement is deleted in its entirety.
• 1. Waiver of Exemplary and Punitive Damages. Section 18.5 of the Franchise Agreement is deleted in its entirety.
  • 1. Limitation of Claims. The following language is added to the end of Section 18.4:

The time limitations set forth in this subsection are hereby modified by the North Dakota Franchise Investment Law. The statute of limitations under North Dakota Law will apply.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledge having read this Addendum and understands and consents to be bound by all of its terms.

EXHIBIT J TO DISCLOSURE DOCUMENT

State Effective Dates

The following states have franchise laws that require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.

This document is effective and may be used in the following states, where the document is filed, registered or exempt from registration, as of the Effective Date, stated below:

Other states may require registration, filing, or exemption of a franchise under other laws, such as those that regulate the offer and sale of business opportunities or seller-assisted marketing plans.

RECEIPT

THIS DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY.

IF FOCUS CFO GROUP, LLC OFFERS YOU A FRANCHISE, FOCUS CFO MUST PROVIDE THIS DISCLOSURE DOCUMENT TO YOU 14 CALENDAR-DAYS BEFORE YOU SIGN A BINDING AGREEMENT WITH, OR MAKE A PAYMENT TO, THE FRANCHISOR OR AN AFFILIATE IN CONNECTION WITH THE PROPOSED FRANCHISE SALE UNLESS OTHERWISE STATED IN YOUR STATE'S ADDENDUM.

IF FOCUS CFO GROUP, LLC DOES NOT DELIVER THIS DISCLOSURE DOCUMENT ON TIME OR IF IT CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C. 20580 AND THE STATE ADMINISTRATOR LISTED IN EXHIBIT A.

Focus CFO Group, LLC's sales agent for this offering is David Tramontana, 575 Charring Cross Drive, Suite 102, Westerville, Ohio 43081, email: d.tramontana@focuscfo.com, phone 614-944-5760.

Issuance Date: April 14, 2025

I HAVE RECEIVED A UNIFORM FRANCHISE DISCLOSURE DOCUMENT INCLUDING THE FOLLOWING EXHIBITS ON THE DATE LISTED BELOW:

• A. LIST OF STATE ADMINISTRATORS; STATE DISCLOSURE DOCUMENT EFFECTIVE DATES
• B. LIST OF STATE AGENTS FOR SERVICE OF PROCESS
• C. FRANCHISE AGREEMENT
• D. FINANCIAL STATEMENTS
• E. FRANCHISEE DISCLOSURE QUESTIONNAIRE

| keep the other for your records. | Please sign and print your name below, date and return one copy of this receipt to Focus Group, LLC and | |----------------------------------|---------------------------------------------------------------------------------------------------------| | Date | Signature of Prospective Franchisee Print Name | Franchisor's Copy - You may return the signed receipt by signing, dating, and mailing it to Samantha Hurst, 575 Charring Cross Drive, Suite 102, Westerville, Ohio 43081, email: s.hurst@focuscfo.com, phone 614-944-5760.

RECEIPT

THIS DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY.

Source: Item 23 — Receipts (FDD pages 37–126)