xclusive right to join Focus CFO as an independently operated business using the Focus CFO System and Focus CFO Marks (the "Franchise").

• 1.2. Focus CFO requires that Franchisee enter this Agreement as a business entity such as a limited liability company or similar entity (collectively, the "Entity") and such entity shall have one equity owner who shall serve as an Area President. Franchisee shall obtain legal and tax advice with respect to this issue.

• 1.3. Franchisee's Equity Owner shall operate the Franchise as an Area President, working to generate new clients using Focus CFO's client development system and processes. Except as set forth in Section 1.4, the Area President does not perform the CFO Services for clients of Focus CFO. Rather, CFO Services will be performed by CFOs who have a non-exclusive license with Focus CFO to perform authorized CFO Services using the Focus CFO Marks to clients who have signed a Professional Services Agreement with Focus CFO.

• 1.4. If Franchisee expresses an intent to provide CFO Services, Franchisee may either: (i) perform CFO Services on a limited basis as a CFO, as set forth in Attachment B Section 1.E.i., under a separate CFO Licensing Agreement with Focus CFO while maintaining its status as an Area President under this Agreement; or (ii) terminate this Agreement and its right to operate as an Area President and apply with Focus CFO to acquire a non-exclusive license to operate as a CFO under a Focus CFO Licensing Agreement. Under this Section 1.4(ii), Focus CFO will not refund any difference, if applicable, between the Franchise Fee paid by Franchisee under this Agreement and any payment required to obtain a non-exclusive license.

• 1.5. Franchisee may, but is not required to, hire employees and/or outside contractors ("Support Resources") for administrative support without the written consent of Focus CFO. Franchisee shall obtain Focus CFO's prior written approval for the hiring of any Support Resource who is designated by Franchisee as having a "public facing role" that utilizes the Focus CFO Marks. Such approval by Focus CFO is necessary in order to protect the Focus CFO brand. Franchisee shall take full responsibility for all Support Resources Franchisee hires and shall comply with all federal, state and local employment laws and regulations. Franchisee shall require each Support Resource to execute a confidentiality, non-solicitation and non-competition agreement whereby the Support Resource acknowledges being bound to the same covenants as the Equity Owner of the Franchise under the terms of this Agreement. The Franchisee will provide a copy of this executed agreement to Focus CFO within ten (10) business days of Franchisee hiring the Support Resource. Franchisee agrees that Focus CFO is not the employer for any Support Resource Franchisee hires. Franchisee shall ensure that all Support Resources understand that they are employees of Franchisee and have no relationship, employment or otherwise, with Franchisor. All management, personnel and training requirements are at Franchisee's discretion and are Franchisee's sole responsibility. As set forth in Section 10 below, Franchisee shall be responsible for ensuring it has all appropriate insurance in place to cover the services performed by all Support Resources of Franchisee. Focus CFO shall have the right to hold Franchisee solely liable and responsible for any breach of this Agreement caused by the failure by any Support Resource of Franchisee to follow the Focus CFO System.

• 1.6. If Franchisee is a Certified Public Accountant ("CPA") or has been a licensed CPA in the past, Franchisee agrees not to represent itself as a CPA in any way in connection with the marketing or offering of CFO Services under the Focus CFO Marks. Franchisee also agrees not to use other forms of professional accounting certifications, or certifications common to public accounting firms, including but not limited to, Chartered Accountant ("CA") or similar designations in conjunction with marketing and offering CFO Services under the Focus CFO Marks. Specifically, Franchisee agrees not to use these designations on business cards, resumes, Focus CFO website, their personal LinkedIn page, or in any other way. Franchisee understands and agrees that Focus CFO's restriction on the use of these designations is necessary to protect the Focus CFO System and Focus CFO Marks in order to prevent confusion in the market between CFO Services and other regulated accounting services and does not provide Focus CFO with any control over the Franchisee's day-to-day operations. This section applies to Franchisee and any Support Resource(s) of Franchisee.

• 1.7. As a condition to executing this Agreement, Focus CFO will conduct a background check on Franchisee and its Equity Owner. The background check generally takes seven (7) days to process, but it may take longer. Focus CFO will initiate the background check concurrent with providing Franchisee with a copy of the Franchise Disclosure Document. If Focus CFO receives an unsatisfactory background check prior to Franchisee executing this Agreement, Focus CFO's offer for Franchisee to execute this Agreement will be null and void. If Focus CFO receives an unsatisfactory background check after Franchisee executes this Agreement, the Agreement shall terminate immediately, and Franchisee's Franchise Fee will be fully refunded.

• 1.8. Termination of this Agreement shall constitute a termination of the Franchise.

2. TERM AND RIGHT TO RENEW

• 2.1. This Agreement and the Franchise will have an initial term of ten (10) years from the Effective Date (the "Initial Term"), unless earlier terminated pursuant to Section 11.

• 2.2. Subject to the provisions of Section 2.3, Franchisee shall have the right to renew the Franchise, on the terms and conditions contained in Focus CFO's then-current Franchise Agreement.

• 2.3. Franchisee's right to renew the Franchise is conditioned on the following:

  • 2.3.1. Prior to the commencement of the renewal term, Franchisee executes general releases (to the extent permitted by applicable law), of any and all claims arising during or out of the Initial Term of this Agreement against Focus CFO and its officers, directors, employees, agents, parent corporations and affiliates;
  • 2.3.2. Franchisee has satisfied all Performance Standards as specified in Attachment E to the Franchise Agreement;

• 2.3.3. Franchisee is not in default of any provision of this Agreement or any other agreement with Focus CFO;

• 2.3.4. Franchisee shall execute Focus CFO's then-current Franchise Agreement (with modifications to reflect the fact that the agreement relates to the renewal of the Franchise) which may contain terms that are materially different than the terms of this Agreement. Failure to sign such agreement prior to the termination of the current Agreement shall be deemed an election by Franchisee not to renew the Franchise. Subject to the provisions of Section 12, below, Franchisee has the option to Transfer its Book of Business (as defined in Attachment A) to another franchisee at the end of the Initial Term.

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