FRANCHISE DISCLOSURE DOCUMENT - Fddexchange

Our Predecessors and Affiliates We do not have any predecessors or parent entities but we do have two affiliates ("Affiliates"). One Affiliate, InXpress Ltd, developed and currently conducts a similar business and offers franchises for this business only in the United Kingdom. It has been conducting this business and offering franchises for this business in the United Kingdom under its previous name, Express Worldwide, Ltd. since its inception in May 2004. In May 2011, it changed its name to InXpress, Ltd. It does not offer and has not previously offered franchises in any other line of business. The principal business address for Express Worldwide is 1st Floor Unit 5, Blueberry Business Park, Wallhead Road, Rochdale, Lancashire, United Kingdom OL 16 5AF. Before incorporating Express Worldwide, several of our principals conducted a similar business under the name Unishippers Ltd. The other Affiliate, InXpress Global Pte, Ltd, developed and currently conducts a similar business and offers franchises for this business throughout the world in most countries except the United States, Canada and the United Kingdom. It has been conducting this business and offering franchises for this business since its inception in October 2009. It does not offer and has not previously offered franchises in any other line of business. The principal business address for InXpress Global, Pte, Ltd is 545 Orchard Road #15-07A, Far East Shopping Centre, Singapore 238882. Market and Competition The market for the services you sell is well developed and consists of persons, businesses, and organizations in need of international, airfreight, express truck, and other transportation services. The transportation industry is becoming very competitive. You will compete with national, regional and local businesses, including agents, representatives and salespersons employed or otherwise paid by carrier companies, discount air carrier service promotional companies, including those under contract with us, that sell similar or competitive services at a discount within your locale, and other franchise systems in the same business. Some may offer discounts as great as or greater than those offered through us. The discount rates offered through us may not always be available. You will also face normal business risks that could have an adverse affect on your Franchised Business. These include industry developments, such as pricing policies of competitors, interruptions in transportations, and supply and demand. Another risk factor is our dependence on key personnel, the loss of whom could have an adverse affect on us. Our ability to fulfill our obligations under our Franchise Agreement depends in part on our present and future financial condition. Litigation risks also exist, which may not be foreseeable. Industry Specific Regulations Some states and federal agencies have laws regulating one or more of the services offered by the Franchised Businesses. You should consult with your attorney and investigate whether these laws will apply to the Franchised Business or its employees and you should investigate whether there are other laws or regulations in your state that are specific to the services offered by the Franchised Businesses and that will apply to your Franchised Business or its employees. The laws, rules, and regulations that apply to businesses in general will affect you. In addition, your state may have specific laws or regulations concerning the operation, pricing, packaging, transportation, shipment, taxation, or other aspects of the transportation promotion and sales industries. Also, the Federal Highway Administration, the Federal Maritime Commission and the Federal Aviation Administration, have various laws and regulations regarding obtaining licenses and/or insurance if you sell, offer or arrange ground, ocean or air 2

freight. You should consult with your attorney and local, state; and federal government agencies before buying your Franchised Business, to determine all applicable legal requirements and compliance costs and to consider their effects upon you. It is your responsibility, on an ongoing basis, to investigate and satisfy all local, state, and federal laws, since they vary from place to place and can change over time. Agents for Service of Process Our agent for service of process in the State of Utah is Dustin Hansen, 14164 South 2600 West, Bluffdale, UT 84065. Our agents for service of process in other states are listed in Exhibit A to this Franchise Disclosure Document. ITEM 2 BUSINESS EXPERIENCE John Thompson: General Partner Mr. Thompson was the President/CEO of InXpress, LLC since our inception in January 2006 until January 1, 2011. From June 1999 to June 2004, he was a director and founding member of Unishippers Ltd in Rochdale, UK. Since July 2003, he has been acting as a director and founding member of Express Worldwide Ltd in Rochdale, UK. He has been a director and founding member of Greystone International in Northwich, UK since October 2004. Mr. Thompson has been CEO of InXpress Global, PTE, Ltd., an affiliate of InXpress, since April 2010. Adam Thompson: General Partner Adam Thompson was the Director of Franchisee Services for InXpress, LLC since our inception in January 2006. He has been a director and shareholder in Mobilx in Newcastle, UK since February 2003. Before that, he was a sales office manager from April 2001 to February 2003 for Sound Solutions Ltd in Rochdale, UK. Prior to that, he was a sales manager for Unishippers Ltd in Rochdale, UK from June 1999 to April 2001. Adam Thompson has been managing Director of Express Worldwide, LTD, our affiliate, since April 2010. Kenneth BrockBank: General Partner Mr. BrockBank was the President/CEO of InXpress from January 1, 2011 to April 2012. Mr. BrockBank has also been our Director of Sales Training since January 2007. He was director of sales and a shareholder in K & R Global, LLC in Salt Lake City, Utah, a franchisee of Unishippers, from September 1991 to March 2006. Dustin Hansen: President CEO Mr. Hansen has been the President/CEO of InXpress since April 2012. He was the Executive Vice President and Franchise Sales Director for InXpress since January 1, 2010. Mr. Hansen has owned an InXpress franchise since October 2006. Before that Mr. Hansen attended college and earned his pilot’s license. Alex Rossi: General Counsel Mr. Rossi has been General Counsel for InXpress since February 2011. Mr. Rossi has practiced franchise law and international law since January 2006 in his own firm based in Salt Lake City, Utah. From August 2000 until December 2005, Mr. Rossi was Managing Director of Express 3

Worldwide, Ltd. In Manchester, UK, an affiliate of InXpress. Before that, Mr. Rossi was COO and General Counsel for Unishippers in Salt Lake City, UT from April 1996 to May 2000. Cory Mitchell: Director of Franchise Development Mr. Mitchell has been the Director of Franchise Development for InXpress since January 2012. He was Business Development Manager for England Logistics in Salt Lake City, Utah from April 2010 to January 2012. Mr. Mitchell was Vice President of national Accounts for Capital Transportation Logistics of Nashua, NH from November 2009 to April 2010. Before that, he was an owner of the Unishippers franchise in Nashville, TN from January 1993 to May 2009. ITEM 3 LITIGATION No litigation is required to be disclosed in this Item. ITEM 4 BANKRUPTCY No bankruptcy information is required to be disclosed in this Item. ITEM 5 INITIAL FEES, You must pay an initial "Franchise Fee" when you sign the Franchise Agreement. The Franchise Fee is 49,700 for the Franchised Business. As of December 31, 2011 December 31, 2012, we had signed Franchise Agreements with 69 82 franchisees. During 2011 2012, the Franchisee Fee we charged to franchisees who signed Franchise Agreements was 39,700 44,700 for all franchisees except as noted below. We reserve the right to offer incentives on the Franchise Fee from time to time. The Franchise Fee is paid to us in a lump sum and is nonrefundable except as provided below. The Franchise Fee is payment, in part, for expenses incurred by us in furnishing assistance and services to you as detailed in the Franchise Agreement and for costs incurred by us, including general sales and marketing expenses, training, legal, accounting and other professional fees. We will refund 50% of the Franchise Fee to you if the Franchise Agreement is terminated for your or your Designated Manager's failure to satisfactorily complete our training program. A refund of 50% of the Franchise Fee is contingent upon our receipt of a general release substantially in the form attached to the Franchise Agreement as Attachment 4. In January 2012 we executed a Franchise Agreement as a “Negotiated Sale” for franchise number 195 Denver, CO see Exhibit E. We did not receive a Franchise Fee for this sale. One of the owners of the franchise is an owner affiliate of InXpress and in lieu of the Franchise Fee we negotiated this sale. In March 2012 we executed a Franchise Agreement as a “Negotiated Sale” for franchise number 203 Cincinnati, OH see Exhibit E. we did not receive a Franchise Fee for this sale. The franchisee is a franchise broker and we agreed to exchange all of the Franchise Fee for brokerage services. 4

The State of Illinois requires that the Franchise Fee received by the Franchisor for the sale of a franchise in Illinois be deferred until the Franchisor has completed the initial obligations owed to the Franchisee and the Franchisee has commenced doing business. This deferral is required by the Illinois Attorney General Office based on our Audited Financial Statements. The State of Minnesota requires that the Franchise Fee received by the Franchisor for the sale of a franchise in Minnesota be deferred until its obligation to the franchisee has been met. The franchise fee will be due when the Franchisor has met its initial obligation to the Franchisee. The State of Washington requires that the Franchise Fee received by the Franchisor for the sale of a franchise in Washington be deferred until its obligation to the franchisee has been met. The franchise fee will be due when the Franchisor has met its initial obligation to the Franchisee. The State of Hawaii requires that the Franchise Fee received by the Franchisor for the sale of a franchise in Hawaii be deferred until all its initial obligations to the Franchisee have been met. The Franchise Fee will be due when the Franchisor has met its initial obligations to the Franchisee. The State of Maryland requires that the Franchise Fee received by the Franchisor for the sale of a franchise in Maryland be deferred until all its initial obligations to the Franchisee have been met. The Franchise Fee will be due when the Franchisor has met its initial obligations to the Franchisee. 5

ITEM 6 OTHER FEES Type of Fee Amount Due Date As receivables are paid on Gross Margin Revenue and monthly on Direct Sales/Margin Revenue. ² Remarks Royalty Fee 30% of Gross Margin Revenue plus 30% Direct Sales Margin Revenue. Communication & Technology Fee 98.50/month or As receivables 179.00/month if your are paid ² monthly gross margin is below 3000 after nine (9) months after the effective date of the Franchise Agreement. We will collect the Communication &Technology Fee for providing you access to our computer system and software. Back Office Fee 39.50/ User ID Required/Month3 or more if InXpress adds modules to the software As receivables are paid ² We will collect the Back Office Fee for each log in required for providing you access to the InXpress Back Office. Marketing Fund Contribution 1% of Gross Margin Revenue and 1% of Direct Sales Margin Revenue As receivables are paid ² A fee of 1% of Gross Margin Revenue and Direct Sales/Margin Revenue may be assessed for the Marketing Fund (Section 3.3.3). We may require Marketing Fund Contributions to be used in promotional projects, trade shows, marketing materials and direct marketing (Section 11.3). We reserve the right to increase the Marketing Fund Contribution, with the approval of the Franchisee Advisory Council, not to exceed 3% of your Gross Margin Revenue and Direct Sales Margin Revenue upon notice to you. Audit Expenses Cost of audit Upon demand Audit costs payable only if the audit shows an understatement in amounts due us of at least 3%. (Section 12.5) Late Fees 18% per year or the highest rate allowed by law (whichever is less), plus collection costs Upon demand Applies to all overdue Royalty Fees, Marketing Fund Contributions and other amounts due to us (Section 3.5). Also applies to any understatement in amounts due revealed by an audit (Section 12.5). 6 See definition of Gross Margin Revenue and Direct Sales Margin Revenue at Footnote 1.

Type of Fee Amount Due Date Supplier or Product Approval All reasonable costs of evaluation Insurance Policies Amount of unpaid Upon demand premiums plus our expenses in obtaining coverage for you 5% of the purchase Time of transfer price of the transferred franchise with a minimum of 7,500 and a maximum of 20,000 or 50% of sale price of the Franchised business if franchise introduced transferee to franchisee. Payable only if you fail to maintain required insurance coverage and we elect to obtain coverage for you (Section 15.6). Transfer to a Controlled Entity 1,000 Time of Transfer Applies to a transfer to a controlled entity. (Section 18.3.1.8) Successor Franchise Fee 5,000 Time of the extension of your rights to operate the Franchised Business Due at time of the extension of your rights to operate the Franchised Business after expiration of the initial term as long as you meet all the requirements for the extension of your rights to operate the Franchised Business set forth in the franchise agreement. Customer Service All costs incurred in assisting your customers Upon demand You must reimburse us if we determine it is necessary to service your customers (Section 13.8). Additional Training Current rates plus our expenses and your expenses as well as your employees' expenses in attending, not to exceed a reasonable amount based on the training required. Currently, 495 per training program. Time of service We conduct an initial training program for you, your Designated Manager and your sales representatives before opening. You pay for additional training if you request it and we agree to provide it, or if you must train additional Designated Managers due to excessive turnover (Sections 8.1 and 8.4). Transfer Fee Time of Evaluation Remarks 7 Applies to new suppliers or products you wish to use or purchase that we have not previously approved (Section 13.1). Does not apply to a transfer to a controlled entity under Section 18.3 of the Franchise Agreement (Section 18.2.9), unless InXpress has introduced the transfer to the Franchisee, Then the transfer fee is 50% of the sale price of the franchised business (section 18.2.15)

Type of Fee Additional Assistance Amount Due Date 50 per hour Time of service Remarks We do not charge for additional assistance unless we determine in our sole discretion that your request for assistance is excessive. Our current published rate for additional assistance is 50 per hour, plus the cost of travel and room and board (if any), but we reserve the right to adjust that rate periodically in our Manual. We do not charge for mandatory ongoing training programs, but you must pay your own expenses in attending (Section 8.4). Ongoing Training You and your employees' expenses in attending these programs. Time of Program System Modifications Amounts as we may reasonably require As required If we decide to modify the System by requiring new equipment, fixtures, software, trademarks, etc., you must make the modifications at your expense (Section 10.2). Cost of Enforcement All costs including attorneys' fees Upon demand You must reimburse us for all costs in enforcing obligations under the Franchise Agreement if we prevail (Section 22.4). Indemnification All costs including attorneys' fees Upon demand You must defend lawsuits at your cost and hold us harmless against lawsuits arising from your operation of the Franchised Business (Section 21.2). *All citations of Section numbers throughout this Franchise Disclosure Document refer to the Franchise Agreement. 8

No other fees or payments are to be paid to us, and we do not impose or collect any other fees or payments for any other third party. All fees are generally non-refundable. Notes: ¹ "Gross Margin Revenue" means the total amount (excluding taxes) billed or charged to customers and the sale of other services and products from all sources in connection with the Franchised Business whether for check, cash, credit or otherwise, less the costs of shipments, services or products billed by the Carriers, the seller of the products or the service provider, but excluding all refunds made in good faith, any sales and equivalent taxes that you collect for or on behalf of, and pay to, any governmental taxing authority, and the value of any allowance issued or granted to any customer of the Franchised Business that you credit in full or partial satisfaction of the price of any services and products offered in connection with the Franchised Business. "Direct Sales Margin Revenue" means the aggregate of all revenue excluding Gross Margin Revenue from your sale of services and products to any customers of the Franchised Business that is invoiced directly or indirectly by the Franchised Business but is not invoiced by the Franchisor on behalf of the Franchisee from all sources in connection with the Franchised Business, whether for check, cash, credit or otherwise, less the costs of the services or products billed by the provider of the products, including, without limitation, all proceeds from any business interruption insurance. Direct Sales Margin Revenue does not include all refunds made in good faith, any sales and equivalent taxes that you collect for or on behalf of, and pay to, any governmental taxing authority, and the value of any allowance issued or granted to any customer of the Franchised Business that you credit in full or partial satisfaction of the price of any services and products offered in connection with the Franchised Business. ² We anticipate that we will be conducting most of your billing and collection services, so we will collect the fees owed to us as account receivables are paid by your customers. We will remit the balance of the amount we collect from your customers, less our fees and the amounts due to the Carriers monthly. If any of your customers pay you directly for any Direct Sales Margin Revenue, then you must pay us the applicable Royalty fee by the fifth day of the month following your collection of such amounts. If customers do not pay invoices you will be required to pay the carriers. Any overpayments will be split 50/50 with the Franchisor. (See ITEM 11.) 3 The Monthly User ID Fee for the Back Office Fee may

The disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all agreements carefully. You must receive this disclosure document at least 14 days before you sign a binding agreement or make any payment in connection with the franchise sale.