wnership Interests

ATTACHMENT B Guaranty and Assumption of Obligations

ATTACHMENT C EFT Authorization Form

RED WAGON CLUB FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT (the "Agreement") is made effective as of the Effective Date by and between RED WAGON CLUB FRANCHISE, LLC, a Florida limited liability company, with its principal business address at 2801 Florida Avenue, Suite C, Coconut Grove, Florida 33133 ("Franchisor"), and the person or entity identified as "Franchisee" in the signature blocks below ("Franchisee"). The Effective Date is the date on which Franchisor signs this Agreement as shown beneath Franchisor's signature hereto.

1. RED WAGON CLUB FRANCHISE.

Franchisor grants franchises (each a "Franchise") for the right to operate non-legal membershipbased businesses (each a "RWC Business") that are identified by, and whose products and services are identified by, the trademark Red Wagon ClubTM (together with other trademarks and service marks Franchisor designates from time to time, the "Marks"), that offer, separately from and as a complement to existing affiliated law firm businesses (each a "Law Firm Business"), a variety of non-legal social events, estate planning seminars, and membership benefits to clients ("Members") who have signed membership agreements ("Membership Agreements") with Franchisor or its affiliate, and that are developed and operated using certain business formats, methods, procedures, standards, and specifications that Franchisor specifies and that Franchisor may further develop or otherwise modify (collectively, the "

Source: Item 22 — CONTRACTS (FDD page 47)