Common use of Assignment by Franchisee Clause in Contracts

Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the Company, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the Company’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the Company’s prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereof, Franchisee shall not, without the Company’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or the real or personal property used in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securities.

Assignment by Franchisee. The (a) Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges and that the Company has entered into this Agreement granted the Franchise in reliance on upon the individual or collective character, skill, aptitude, attitude, business ability, ability and financial capacity of Franchisee and its ownersFranchisee. Franchisee and each owner of an interest in this Agreement representTherefore, warrantexcept as provided with respect to assignment to a corporation or partnership, and agree that all “Interests” or to a spouse or heirs in the event of Franchisee’s death or disability pursuant to subsection 13.02 (c) below, neither the Franchise, the Restaurant (or any interest therein), nor any part or all of the ownership of the Franchise may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised, issued or otherwise transferred by Franchisee are owned (including without limitation by consolidation or merger) without the prior written approval of the Company, which approval shall not be unreasonably withheld. Such assignment or transfer without approval shall constitute a breach hereof and will convey no rights or interests in the amount and manner in which Franchisee has disclosed them Franchise or the Restaurant to such assignee(s). Transferees shall be subject to the Company’s then current franchisee selection and qualification criteria. Grounds for withholding consent to an assignment or transfer include, as more particularly set forth in Schedule 1 but are not limited to: (i) the transfer is proposed to this Agreement. be made to any competitor of the Company or a transferee involved with a competitor of the Company; (An “Interest” means any shares or partnership interests in ii) the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring transfer is proposed to be made to a transferee who fails to demonstrate to the FranchiseeCompany’s rights satisfaction that it or assetsits owners and management meet the Company’s educational, an “Interest” also includes this Agreement managerial and business standards, possess good moral character, business reputations, and credit ratings, and have the Franchisee’s rights under aptitude and interest in this Agreement, ability to conduct the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted business contemplated by this Agreement, including a list of all persons ; or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without (iii) in the Company’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the Company’s prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereof, Franchisee shall not, without the Company’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfersole judgment, the furnishingsprice, interior and exterior décorpayment terms, items, supplies, fixtures, equipment, Franchisee’s lease or other material terms of the real transaction or personal property used any financing incurred in connection with the Restauranttransaction are so burdensome, individually or in the aggregate, as to threaten the continued operation of the Steak n Shake Restaurant after the transfer. This Agreement Notwithstanding the foregoing, Franchisee may not be transferred by Franchisee assign its ownership of the Franchise to a publicly-held entityduly organized, validly existing partnership, limited liability company, corporation or other entity that is not a natural person provided such partnership, limited liability company, corporation or other entity that is not a natural person is controlled directly or indirectly through, or is under common control with, the Franchisee. "Control" means the possession, directly or indirectly, of the power to any entity whose direct cause the direction of the management and policies of the Permitted Assignee, whether by the ownership of voting securities, by contract, or indirect parentotherwise. Franchisee shall provide Company with written notice of a transfer to a Permitted Assignee along with other documentation evidencing the Permitted Assignee’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securitiesvalid formation and, if applicable, good standing.

Assignment by Franchisee. 15.2.1 The rights and duties created by this Agreement are personal to Franchisee. Accordingly, except as otherwise may be permitted herein, neither Franchisee acknowledges that the Company has entered into this Agreement nor any person with an interest in reliance on the individual Franchisee shall directly or collective characterindirectly sell, skillassign, aptitudetransfer, business abilityconvey, and financial capacity of Franchisee and its owners. Franchisee and each owner of an give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement represent, warrant, and agree that or in all “Interests” in or substantially all of the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the Company, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent“Xxxxxxxx Coffee” Coffeehouse, warrant and agree and no change will be made voluntarily or involuntarily, in the ownership whole or in part, by operation of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, law or otherwise encumbered without the Company’s prior written approval (an “Assignment”), without Company's prior written consent, which consent may be withheld for any reason whatsoever in Company's sole subjective judgment. Any such purported Assignment occurring by operation of law or otherwise without the Company’s 's prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with “Xxxxxxxx Coffee” Coffeehouse pursuant to the terms thereofhereof, Franchisee shall not, without the Company’s 's prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, decor items, supplies, fixtures, equipment, Franchisee’s lease 's Lease or the real or personal property used in connection with Franchisee's “Xxxxxxxx Coffee” Coffeehouse. Franchisee shall not subfranchise, subcontract, share, divide or partition this Agreement, and nothing in this Agreement will be construed as granting Franchisee the Restaurant. This Agreement may not right to do so. 15.2.2 If Franchisee is a Business Entity, each of the following shall be transferred deemed to be an Assignment of this Agreement: (i) the sale, assignment, transfer, conveyance, gift, pledge, mortgage, or other encumbrance of 50% or more in the aggregate, whether in one or more transactions, of the capital stock, membership interests or voting power of Franchisee, by operation of law or otherwise or any other event(s) or transaction(s) which, directly or indirectly, effectively changes management control of Franchisee; (ii) the issuance of any securities by Franchisee to which itself or in combination with any other transaction(s) results in the shareholders, members or partners existing as of the Effective Date, as applicable, owning 50% or less of the outstanding shares, membership interests or voting power of Franchisee as constituted as of the date hereof; (iii) if Franchisee is a publicly-held entityPartnership, the withdrawal, death or legal incapacity of a general partner or limited partner owning 50% or more of the Partnership Rights of the Partnership, or the admission of any additional general partner or the transfer by any general partner of any of its Partnership Rights in the Partnership; (iv) the death or legal incapacity of any shareholder, member or partner owning 50% or more of the capital stock, voting power, or Partnership Rights of Franchisee; and (v) any merger, stock redemption, consolidation, reorganization, recapitalization or other transfer control of the Franchisee, however effected. Without limiting Company's discretion in granting or withholding its consent to any entity whose Assignment, Company may impose any or all of the following conditions thereto: 15.2.3 Upon the execution of this Agreement and upon each direct or indirect parent’s securities are publicly traded transfer of an interest in this Agreement or in Franchisee and no shares at any other time upon Company's request, Franchisee shall, within 5 days prior to such transfer or at any other time at Company's request, furnish Company with an estoppel agreement indicating any and all causes of action, if any, that Franchisee may have against Company or if none exist, so stating, and a list of all Owners having an interest in this Agreement or in Franchisee, the percentage interest of Owner, and a list of all officers and directors, in such form as Company may require; 15.2.4 Franchisee's written request for consent to any Assignment must be accompanied by an offer to Company of a right of first refusal at the same cash price offered by any bona fide buyer (the proposed buyer may not offer non-cash consideration). Company shall have the right and option, exercisable within 15 days after receipt of such written notification, to send written notice to Franchisee or such person that Company or its third-party designee, intends to purchase the interest which is proposed to be transferred, on the same terms and conditions offered by the third party. If Company accepts such offer, the training and transfer/administrative fees due by Franchisee in accordance with Section 15.2.12 shall be waived by Company. Any material change in the terms of an offer prior to closing shall cause it to be deemed a new offer, subject to the same right of first refusal by Company, or its third-party designee, as in the case of the initial offer. Company's failure to exercise such option shall not constitute a waiver of any direct other provision of this Agreement, including any of the requirements of this Article with respect to the proposed transfer; 15.2.5 The Franchisee is not in default under the terms of this Agreement, the Manuals or indirect owner any other obligations owed Company, and all of its then-due monetary obligations to Company have been paid in full; 15.2.6 The Franchisee and its Owners, if the Franchisee is a Business Entity, have executed a general release under seal, in a form prescribed by Company, of any and all claims against Company, its affiliates, subsidiaries, shareholders, directors, officers, and employees; 15.2.7 The transferee/assignee has demonstrated to Company's satisfaction that it meets all of Company's then-current requirements for new Franchisees or for holders of an interest in a franchise, including, without limitation, possession of good moral character and reputation, satisfactory credit ratings, acceptable business qualifications, and the ability to fully comply with the terms of this Agreement; 15.2.8 The transferee/assignee has assumed this Agreement by a written assumption agreement approved by Company, or has agreed to do so at closing, and at closing executes an assumption agreement approved by Company; 15.2.9 The transferee/assignee, its manager or other employees responsible for the operation of the “Xxxxxxxx Coffee” Coffeehouse have satisfactorily completed Company's training program; 15.2.10 The transferee/assignee executes such other documents as Company may be offered require, including a replacement franchise agreement on the form then currently being provided to prospective franchisees, or if not then being so provided, then such form selected by the Company which previously shall have been delivered to and executed by a franchisee or area developer of Company. 15.2.11 The Franchisee transfers all Franchise Agreements between Franchisee and Company to the same transferee/assignee; and 15.2.12 Upon submission Franchisee's request for sale through Company's consent to any proposed Assignment, Franchisee shall pay to Company a transfer fee (“Transfer Fee”) equal to the public offering greater of: (a) 2% of securitiesall consideration received or receivable, directly or indirectly, by Franchisee in connection with the Assignment, or (b) the sum of (i) a $15,000 training fee (payable only for the first assigned franchise agreement in the case of multiple franchise agreements being assigned simultaneously to the same assignee) plus (ii) a $1,500 administrative/transfer fee (not limited to the first assigned franchise agreement in the case of multiple franchise agreements being assigned simultaneously to the same assignee). 15.2.13 Company's consent to a transfer shall not constitute a waiver of any claims it may have against the transferring party arising out of this Agreement or otherwise.

Assignment by Franchisee. The (a) Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges and that the Company has entered into this Agreement granted the Franchise in reliance on upon the individual or collective character, skill, aptitude, attitude, business ability, ability and financial capacity of Franchisee. Therefore, except as provided with respect to assignment to a corporation or partnership, neither the Franchise, the Restaurant (or any interest therein), nor any part or all of the ownership of the Franchise may be voluntarily, involuntarily, directly or indirectly assigned, sold, subdivided, subfranchised, issued or otherwise transferred by Franchisee (including without limitation by consolidation or merger) without the prior written approval of the Company, which approval shall not be unreasonably withheld. Such assignment or transfer without approval shall constitute a breach hereof and will convey no rights or interests in the Franchise or the Restaurant to such assignee(s). Transferees shall be subject to the Company’s then current franchisee selection and qualification criteria. Grounds for withholding consent to an assignment or transfer include, but are not limited to: (i) the transfer is proposed to be made to any competitor of the Company or a transferee involved with a competitor of the Company; (ii) the transfer is proposed to be made to a transferee who fails to demonstrate to the Company’s satisfaction that it or its ownersowners and management meet the Company’s educational, managerial and business standards, possess good moral character, business reputations, and credit ratings, and have the aptitude and ability to conduct the business contemplated by this Agreement; or (iii) in the Company’s sole judgment, the price, payment terms, or other material terms of the transaction or any financing incurred in connection with the transaction are so burdensome, individually or in the aggregate, as to threaten the continued operation of the Steak n Shake Restaurant after the transfer. (b) In the event Franchisee, including any successors, is a partnership, limited liability company, corporation, or other entity that is not a natural person: (i) The organizational documents shall recite that the issuance and transfer of any interest in the Franchise is restricted by the terms of this Franchise Agreement, and copies thereof shall be furnished to the Company upon request (together with copies of the Resolutions of the Board of Directors authorizing its entry into this Agreement). (ii) A transfer of any fractional ownership interest in Franchisee from one partner, member or shareholder to another or by a partnership, limited liability company or corporation must be approved in advance, in writing, by the Company. Franchisee One condition of any such transfer shall be the requirement that all general partners and each owner all direct and indirect holders of an interest in this Agreement represent, warrant, and agree that all “Interests” Franchisee in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to excess of ten percent (10%) shall execute a written agreement with the Company, as more particularly set forth in Schedule 1 personally guaranteeing the full payment and performance of Franchisee's obligations to the Company and individually undertaking to be bound, jointly and severally, by all terms of this Agreement. , including, without limitation, the restrictions on assignment in this Section 13. (An “Interest” means any shares or partnership interests in iii) Franchisee shall not use the Franchisee and name "STEAK N SHAKE", any other legal Xxxx or equitable right any name deceptively similar thereto, in any offering of Franchisee’s stockits securities, revenuesexcept to reflect its franchise relationship with the Company. Any prospectus, profits, rights private placement or assets. When referring Registration Statement proposed to be used in such an offering shall be submitted to the Company within a reasonable time prior to the filing and effective date thereof for the limited purpose of permitting the Company to verify Franchisee’s rights or assets's compliance with this requirement. (iv) Franchisee shall furnish the Company, an “Interest” also includes at the time of execution of this Agreement and upon all transfers subject to the Franchisee’s rights under and interest in provisions of this AgreementSection 13 thereafter, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all stockholders and/or persons having an interest in Franchisee which reflects the percentage interest of each stockholder or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the Company’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the Company’s prior written consent shall constitute a default of this Agreement by Franchiseeperson, and shall be null the ownership interest directly and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereof, Franchisee shall not, without the Company’s prior written consent, offer for sale indirectly held or transfer at public controlled by each stockholder or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or the real or personal property used in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securitiesperson.

Assignment by Franchisee. The rights (a) This Agreement has been entered into by Company in reliance upon and duties created by this Agreement are in consideration of the singular personal to skill, qualifications and trust and confidence reposed in Franchisee. Neither Franchisee acknowledges that the Company has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the Company, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor Owner shall cause or permit any Interest of the Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the Company’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the Company’s prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereof, unless Franchisee shall not, without the have obtained Company’s prior written consent, offer which consent may be withheld for sale any reason whatsoever in Company’s judgment, and shall comply with Company’s right of first refusal pursuant to Section 7.3(d). Except as provided in Section 7.2(b), Franchisee acknowledges and agrees that it will not be permitted to make an Assignment of this Agreement or sell, gift, convey, assign or transfer the assets used in any of the Restaurants developed hereunder or any Franchise Agreement executed pursuant to this Agreement except in conjunction with a concurrent Assignment to the same approved assignee of all of the assets used in all of said Restaurants, and all of the Franchise Agreements executed pursuant to this Agreement or at public Company’s election the execution by the assignee of new Franchise Agreements on Company’s Then-current form for each of the Restaurants then developed or private auction or advertise publicly for sale or under development by Franchisee, and otherwise in accordance with the terms and conditions of Franchisee’s Franchise Agreement(s). If Franchisee is an Entity, Franchisee shall promptly provide Company with written notice (stating such information as Company may from time to time require) of each and every transfer, assignment, encumbrance, gift and other conveyance, voluntarily or involuntarily, in whole or in part, by operation of Applicable Law or otherwise by any Owner of any direct or indirect Equity or voting rights in Franchisee, notwithstanding that the furnishingssame may not constitute an “Assignment” as defined by this Agreement. (b) Franchisee shall not, interior directly or indirectly, pledge, encumber, hypothecate or otherwise grant any third party a security interest in this Agreement in any manner whatsoever without the prior express written consent of Company. To the extent that the foregoing prohibition may be ineffective under Applicable Law, Franchisee shall provide not less than 10 days prior written notice (which notice shall contain the name and exterior décoraddress of the secured party and the terms of such pledge, itemsencumbrance, supplieshypothecation or security interest) of any pledge, fixturesencumbrance, equipmenthypothecation or security interest in this Agreement. (c) Securities, partnership or other ownership interests in Franchisee may not be offered to the public under the Securities Act of 1933, as amended, nor may they be registered under the Securities Exchange Act of 1934, as amended, or any comparable federal, state or foreign law, rule or regulation. Such interests may be offered by private offering or otherwise only with the prior written consent of Company, which consent shall not be unreasonably withheld. All materials required for any such private offering by federal or state law shall be submitted to Company for a limited review as discussed below prior to being filed with any governmental agency; and any materials to be used in any exempt offering shall be submitted to Company for such review prior to their use. No such offering by Franchisee shall imply that Company is participating in an underwriting, issuance or offering of securities of Franchisee or Company, and Company’s review of any offering materials shall be limited solely to the subject of the relationship between Franchise and Company and its Affiliates. Company may, at its option, require Franchisee’s lease or offering materials to contain a written statement prescribed by Company concerning the real or personal property used limitations described in the preceding sentence. Franchisee, its Owners and the other participants in the offering must fully defend and indemnify Company, and its Affiliates, their respective partners and the officers, directors, manager(s) (if a limited liability company), shareholders, members, partners, agents, representatives, independent contractors, servants and employees of each of them, from and against any and all losses, costs and liability in connection with the Restaurantoffering and shall execute any additional documentation required by Company to further evidence this indemnity. This For each proposed offering, Franchisee shall pay to Company a non-refundable fee of $5,000, which shall be in addition to any transfer fee under any Franchise Agreement or such greater amount as is necessary to reimburse Company for its reasonable costs and expenses associated with reviewing the proposed offering, including without limitation, legal and accounting fees. Franchisee shall give Company written notice at least thirty (30) days prior to the date of commencement of any offering or other transaction covered by this Section. (d) Franchisee’s written request for consent to any Assignment must be accompanied by an offer to Company of a right of first refusal to purchase the interest which is proposed to be transferred, on the same terms and conditions offered by the third party; provided that Company may not substitute cash for any non-cash consideration proposed to be transferred given by such third party (in an amount determined by Company reasonably and in good faith as the approximate equivalent value of said non-cash consideration); and provided further that Franchisee shall make representations and warranties to Company customary for transactions of the type proposed (the “ROFR”). If Company elects to exercise the ROFR, Company or its nominee, as applicable, shall send written notice of such election to Franchisee within 60 days of receipt of Franchisee’s request. If Company accepts such offer, the closing of the transaction shall occur within 60 days following the date of Company’s acceptance. Any material change in the terms of an offer prior to closing or the failure to close the transaction within 60 days following the written notice provided by Franchisee (the “ROFR Period”) shall cause it to be deemed a publicly-held entitynew offer, subject to the same right of first refusal by Company, or its third-party designee, as in the case of the initial offer. Company’s failure to exercise such right of first refusal shall not constitute consent to the transfer or a waiver of any entity whose direct or indirect parent’s securities are publicly traded and no shares other provision of Franchisee or this Agreement, including any direct or indirect owner of Franchisee may be offered for sale through the public offering requirements of securitiesthis Article with respect to the proposed transfer.

Assignment by Franchisee. 13.2.1 The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company This Agreement has been entered into this Agreement by Franchisor in reliance on upon and in consideration of the singular individual or collective character, skillreputation, aptitudeskill attitude, business ability, and financial capacity of Franchisee Franchisee, or if applicable, its Owners who will actively and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” substantially participate in the Franchisee are owned in the amount development ownership and manner in which Franchisee has disclosed them to the Company, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets operation of the Licensed Restaurant.) . Accordingly, except as otherwise may be permitted herein, neither Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest nor any Owner (other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company with evidence as the Company may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this AgreementFranchisor, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly or directlyif applicable) shall, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the CompanyFranchisor’s prior written approval (“consent, cause or permit any Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the CompanyFranchisor’s prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its the Licensed Restaurant and assign this Agreement in accordance with the terms thereofhereof, Franchisee shall not, without the CompanyFranchisor’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, decor items, supplies, fixtures, equipment, Franchisee’s lease Lease or the real or personal property used in connection with the Licensed Restaurant. This Agreement Franchisee may not be transferred by Franchisee make any Assignment to a publicly-held entitypublic Entity, or to any entity Entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner Owner of Franchisee may be offered for sale through the public offering of securities. To the extent that any prohibition on the pledge, hypothecation, encumbrance or granting of a security interest in this Agreement or the assets of the Licensed Restaurant may be ineffective under Applicable Law, Franchisee shall provide not less than 10 days prior written notice (which notice shall contain the name and address of the secured party and the terms of such pledge, hypothecation, encumbrance or security interest) of any pledge, encumbrance, hypothecation or security interest in this Agreement or the assets of the Licensed Restaurant. 13.2.2 If Franchisee is an Entity, Franchisee shall promptly provide Franchisor with written notice (stating such information as Franchisor may from time to time require) of each and every transfer, assignment and encumbrance by any Owner of any direct or indirect Equity or voting rights in Franchisee, notwithstanding that the same may not constitute an “Assignment”. 13.2.3 Franchisor will not unreasonably withhold its consent to any Assignment which is subject to the restrictions of this Article, provided however, Franchisor may impose any reasonable condition to the granting of its consent, and requiring Franchisee to satisfy any or all of the following conditions shall be deemed reasonable: (a) Franchisee’s written request for Franchisor’s consent to Assignment must be accompanied by a detailed description of the price and all material terms and conditions of the proposed Assignment and the identity of the proposed assignee and such other information as Franchisor may reasonably request; (b) Franchisor’s receipt of an estoppel agreement indicating any and all causes of action, if any, that Franchisee may have against Franchisor or if none exist, so stating, and a list of all Owners having an interest in this Agreement or in Franchisee, the percentage interest of Owner, and a list of all officers and directors, in such form as Franchisor may require; (c) Franchisee’s written request for consent to any Assignment must be accompanied by an offer to Franchisor of a right of first refusal to purchase the interest which is proposed to be transferred, on the same terms and conditions offered by the third party; provided that Franchisor may substitute cash for any non-cash consideration proposed to be given by such third party (in an amount determined by Franchisor reasonably and in good faith as the approximate equivalent value of said non-cash consideration); and provided further that Franchisee shall make representations and warranties to Franchisor customary for transactions of the type proposed (the “ROFR”). If Franchisor elects to exercise the ROFR, Franchisor or its nominee, as applicable, shall send written notice of such election to Franchisee within 60 days of receipt of Franchisee’s request (the “ROFR Period”). If Franchisor accepts such offer, the training and transfer/administrative fees due by Franchisee in accordance with this Agreement shall be waived by Franchisor, and the closing of the transaction shall occur within 60 days following the date of Franchisor’s acceptance. Any material change in the terms of an offer prior to closing (or the failure to close the transaction within 60 days following the written notice provided by Franchisee) shall cause it to be deemed a new offer, subject to the same right of first refusal by Franchisor, or its third-party designee, as in the case of the initial offer. Franchisor’s failure to exercise such ROFR shall not constitute consent to the transfer or a waiver of any other provision of this Agreement, including any of the requirements of this Article with respect to the proposed transfer. Without waiving any other rights provided for herein or otherwise, Franchisor hereby waives its ROFR if the proposed transferee/assignee is an immediate family member of Franchisee; (d) The Franchisee shall not be in default under the terms of this Agreement (or any other related agreement), the Manuals or any other obligations owed Franchisor, and all of its then-due monetary obligations to Franchisor shall have been paid in full; (e) The Franchisee, and its Owners, if the Franchisee is an Entity, shall execute a general release under seal, in a form prescribed by Franchisor, of any and all claims against Franchisor, its Affiliates, Owner(s), directors, officers, agents and employees; (f) The transferee/assignee shall have demonstrated to Franchisor’s satisfaction that it meets all of Franchisor’s then-current requirements for new Restaurant operators or for holders of an interest in a franchise or license, including possession of good moral character and reputation, satisfactory credit ratings, acceptable business qualifications, the ability to obtain or acquire the license(s) and permit(s) necessary for the sale of alcoholic beverages, and the ability to fully comply with the terms of this Agreement; (g) The transferee/assignee shall have either (a) assumed this Agreement by a written assumption agreement approved by Franchisor, or has agreed to do so at closing, and at closing executes an assumption agreement approved by Franchisor; provided however, that such assumption shall not relieve Franchisee (as transferor/assignor) of any such obligations; or (b) at Franchisor’s option, shall have executed a replacement franchise agreement on the then-current standard form of franchise agreement used by Franchisor in the State in which the Licensed Restaurant is being operated, provided, however, that the term of replacement franchise agreement shall be the remaining term of this Agreement, and, at the Franchisor’s request, the transferor/assignor shall have executed a continuing guaranty in favor of Franchisor of the performance and payment by the transferee/assignee of all obligations and debts to Franchisor and its Affiliates under the replacement franchise agreement; (h) If this Agreement has been executed pursuant to an Area Development Agreement with Franchisor (whether or not such agreement remains in effect), that this Agreement and all other franchise agreements executed pursuant to such Area Development Agreement shall be concurrently transferred/assigned to the same assignee; (i) The assignee shall agree to refurbish the Licensed Restaurant as needed (in Franchisor’s discretion) to match the building design, trade dress, color scheme and presentation then used by Franchisor within the 12 month period preceding the assignment for its (or its Affiliates’) Restaurants (such refurbishment may include remodeling, redecoration and modifications to existing improvements); (j) There shall not be any suit, action, or proceeding pending, or to the knowledge of Franchisee any suit, action, or proceeding threatened, against Franchisee with respect to the Licensed Restaurant; (k) Upon submission of Franchisee’s request for Franchisor’s consent to any proposed transfer or assignment, Franchisee shall pay to Franchisor a non-refundable administrative/transfer fee equal to 25% of Franchisor’s then-current initial franchise fee plus Franchisor’s out of pocket costs associated with the transfer, including costs of attorneys’ fees associated with the transfer; and (l) The transferee/assignee, its operating principal, restaurant manager and other employees responsible for the operation of the Licensed Restaurant shall have satisfactorily completed Franchisor’s Initial Training Program and paid all fees related thereto. 13.2.4 Franchisor’s consent to an Assignment shall not constitute a waiver of any claims it may have against the transferring party arising out of this Agreement or otherwise, including (a) any payment or other duty owed by Franchisee to Franchisor under this Agreement before such Assignment; or (b) Franchisee’s duty of indemnification and defense as set forth in Section 17.2 of this Agreement, whether before or after such Assignment, or (c) the obligation to obtain Franchisor’s consent to any subsequent transfer.

Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company Franchisor has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the CompanyFranchisor, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and that no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we Franchisor may otherwise approve in writing. Franchisee and each owner agree to furnish the Company Franchisor with evidence as the Company Franchisor may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the If Franchisee or any owner may be directly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the Company’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the Company’s prior written consent shall constitute is a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereofBusiness Organization, Franchisee shall not, without cause each of the Company’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or the real or personal property used owners of any equity ownership in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or execute an agreement granting Franchisor an option to any entity whose direct or indirect parentpurchase each of such owner’s securities are publicly traded and no shares of Interest in Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securitiesupon an Assignment as provided in this Section 17.

Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company Franchisor has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the CompanyFranchisor, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we Franchisor may otherwise approve in writing. Franchisee and each owner agree to furnish the Company Franchisor with evidence as the Company Franchisor may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly indirectly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the Company’s prior written approval (“Assignment”)) without Franchisor’s prior written approval. Any such purported Assignment occurring by operation of law or otherwise without the CompanyFranchisor’s prior written consent shall constitute a default of this Exhibit D of Multi-State Disclosure Document Control No. 040114 - Franchise Agreement Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign assigning this Agreement in accordance with the terms thereof, Franchisee shall not, without the CompanyFranchisor’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or the real or personal property used in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securities.

Assignment by Franchisee. The rights and duties created by this Agreement are personal to Franchisee. Franchisee acknowledges that the Company Franchisor has entered into this Agreement in reliance on the individual or collective character, skill, aptitude, business ability, and financial capacity of Franchisee and its owners. Franchisee and each owner of an interest in this Agreement represent, warrant, and agree that all “Interests” in the Franchisee are owned in the amount and manner in which Franchisee has disclosed them to the CompanyFranchisor, as more particularly set forth in Schedule 1 to this Agreement. (An “Interest” means any shares or partnership interests in the Franchisee and any other legal or equitable right in any of Franchisee’s stock, revenues, profits, rights or assets. When referring to the Franchisee’s rights or assets, an “Interest” also includes this Agreement and the Franchisee’s rights under and interest in this Agreement, the Restaurant and the revenues, profits or assets of the Restaurant.) Franchisee and each owner also represent, warrant and agree and no change will be made in the ownership of an Interest other than as permitted by this Agreement or as we may otherwise approve in writing. Franchisee and each owner agree to furnish the Company Franchisor with evidence as the Company Franchisor may request from time to time to assure that the Interests of the Franchisee and each owner remain as permitted by this Agreement, including a list of all persons or entities owning any Interest. Neither this Agreement nor any Interest herein nor any Interest of the Franchisee or any owner may be directly indirectly or directly, sold, transferred, assigned, conveyed, gifted, pledged, mortgaged, or otherwise encumbered without the CompanyFranchisor’s prior written approval (“Assignment”). Any such purported Assignment occurring by operation of law or otherwise without the CompanyFranchisor’s prior written consent shall constitute a default of this Agreement by Franchisee, and shall be null and void. Except in the instance of Franchisee advertising to sell its Restaurant and assign this Agreement in accordance with the terms thereof, Franchisee shall not, without the CompanyFranchisor’s prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior décor, items, supplies, fixtures, equipment, Franchisee’s lease or the real or personal property used in connection with the Restaurant. This Agreement may not be transferred by Franchisee to a publicly-held entity, or to any entity whose direct or indirect parent’s securities are publicly traded and no shares of Franchisee or any direct or indirect owner of Franchisee may be offered for sale through the public offering of securities.