been countersigned by Focus CFO | | | and delivered to Franchisee and Franchisee has paid the Franchise Fee as described below. | |

PREAMBLES

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.

• 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 ("

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