WHEREAS, Focus CFO provides Chief Financial Officer services on a fractional basis ("CFO Services") primarily to small and medium size businesses using Focus CFO Licensees (referred to herein as "CFO" or "Licensee") to perform the CFO Services. As a result of considerable expenditure of time, effort and money, Focus CFO has developed and owns a unique system of providing fractional CFO Services (the "Focus CFO System" or "System") which is operated under certain unique and publicly recognized trademarks, service marks, logos and other commercial symbols including without limitation, the mark "Focus CFO®" ("Focus CFO Marks" or "Marks"). The Focus CFO System includes a variety of proprietary and confidential business methods, techniques, formats, designs, specifications, standards and procedures prescribed by or approved by Focus CFO, all of which may be improved further, developed or otherwise modified from time to time by Focus CFO; and

WHEREAS, Focus CFO grants to qualified business entities a right to own a Focus CFO Franchise and to market and offer CFO Services using the Focus CFO Marks as a Focus CFO Area President;

WHEREAS, Franchisee desires to acquire a Focus CFO Franchise and represents that Franchisee's Equity Owner has the skills to perform as an Area President;

WHEREAS, Franchisee understands and acknowledges the importance of Focus CFO's high and uniform standards of quality, operations and service and the necessity of operating its services in strict conformity with the Focus CFO System; and

WHEREAS, the defined terms herein have the definitions set forth in Attachment A.

NOW, THEREFORE, Focus CFO and Franchisee, intending to be legally bound, agree as follows:

1. GRANT OF FOCUS CFO FRANCHISE

1.1. Subject to the provisions of this Agreement, Focus CFO grants to Franchisee the nonexclusive 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.

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