Common use of FRANCHISOR'S RIGHT OF FIRST REFUSAL Clause in Contracts

FRANCHISOR'S RIGHT OF FIRST REFUSAL. During the term of this Agreement or for a period of one (1) year after its termination or if Franchisee has closed the Franchised Restaurant, whether with or without the consent of Franchisor, if Franchisee or its owner shall at any time detennine to sell an interest in this Agreement or any part or all of the ownership of Franchisee, any interest in the Franchise, or the Franchised Restaurant, or its owner shall obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser, then Franchisee shall submit an exact copy of such offer to Franchisor. Franchisor shall have the right, exercisable by written notice delivered to Franchisee or its owner within thirty (30) days from the date of delivery of an exact copy of such offer to Franchisor, to purchase such interest for the price and on the terms and conditions contained in such offer. In the event all or any part of the consideration offered to Franchisee for such interest shall consist of common or preferred stock or debt securities of any tendering entity, and in the event Franchisor is either a "public company" or a "public reporting company" as those terms are defined under the federal securities laws, Franchisor shall be deemed to have matched any such offer by offering its own common or preferred stock or debt securities with a market value equivalent to the market value of the securities of the entity making such offer to Franchisee or cash in an amount equal to the market value of the securities making such offer to Franchisee. In the event Franchisor is privately owned, Franchisor may substitute cash for any form of payment proposed in such offer. In the event all or any portion of the consideration offered Franchisee consists of unique assets, Franchisor shall be deemed to have matched such offer by offering cash in an amount equivalent to the market value of the unique assets tendered by the entity making such offer to Franchisee. Further, Franchisor's creditworthiness shall be deemed equal to the credit rating of any proposed purchaser. Franchisor shall have not less than sixty (60) days to prepare for closing and shall be entitled to all customary representations and warranties as set forth in Exhibits D and E of the applicable Area Development Agreement previously or contemporaneously entered into between Franchisor and Franchisee, or if Franchisee executed a single Franchise Agreement, as included as an Exhibit to the Area Development Agreement included in the Uniform Franchise Offering Circular given to Franchisee prior to Franchisee's execution of this Franchise Agreement. If Franchisor does not exercise its right of first refusal, Franchisee or its owner may complete the sale to the proposed purchaser pursuant to and on the terms of such offer, subject to the Franchisor's approval of the purchaser as provided in Sections 12.02 and 12.04. If the sale to such purchaser is not completed within sixty (60) days after delivery of such offer to Franchisor, or there is a material change in the terms and conditions of the sale, Franchisor shall then again have the right of first refusal provided under the terms of this Agreement.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. During If Franchisee, any of its owners, or the term owner of this Agreement or for a period of one (1) year after its termination or if controlling ownership interest in an entity with an ownership interest in Franchisee has closed the Franchised Restaurant, whether with or without the consent of Franchisor, if Franchisee or its owner shall at any time detennine determines to sell an or transfer for consideration the franchise rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in this Agreement or any part or all of the ownership of Franchisee, any or a controlling ownership interest in the Franchisean entity with a controlling ownership interest in Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13, or the Franchised Restaurantwhich are not subject to this Section 14), or its owner shall Franchisee agrees to obtain from a responsible and fully-disclosed buyer, and send Franchisor, a true and complete copy of a bona fide, executed written offer from (which, as noted in Section 12.3 above, may be required to include a responsible and fully disclosed purchaser, then Franchisee shall submit an exact copy of all proposed agreements related to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest in the entity with a controlling ownership interest in Franchisee. The offer must include details of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) of the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be a fixed dollar amount, without any contingent payments of purchase price (such offer as earn-out payments), and the proposed transaction must relate exclusively to Franchisoran interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchisee. It may not relate to any other interests or assets. Franchisor shall have may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to the rightproposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IX, exercisable INC. EAST 34 Franchisor may, by written notice delivered to Franchisee or its owner within thirty (30) days from the date of delivery of after Franchisor receives both an exact copy of such the offer to Franchisorand all other information Franchisor requests, elect to purchase such the interest offered for the price and on the terms and conditions contained in such the offer. In the event all or any part of the consideration offered to Franchisee for such interest shall consist of common or preferred stock or debt securities of any tendering entity, and in the event Franchisor is either a "public company" or a "public reporting company" as those terms are defined under the federal securities laws, Franchisor shall be deemed to have matched any such offer by offering its own common or preferred stock or debt securities with a market value equivalent to the market value of the securities of the entity making such offer to Franchisee or cash in an amount equal to the market value of the securities making such offer to Franchisee. In the event Franchisor is privately owned, provided that: (i) Franchisor may substitute cash for any form of payment proposed in such the offer. In the event all or any portion of the consideration offered Franchisee consists of unique assets, Franchisor shall be deemed to have matched such offer by offering cash in an amount equivalent to the market value of the unique assets tendered by the entity making such offer to Franchisee. Further, ; (ii) Franchisor's creditworthiness shall ’s credit will be deemed equal to the credit rating of any proposed purchaser. Franchisor shall have buyer; (iii) the closing will be not less than sixty thirty (6030) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the closing date proposed in the offer; (iv) Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) Franchisor must receive, and Franchisee and its owners agree to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of, and title to, assets and (if applicable) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred in connection with the Franchised Restaurant before the closing of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (30) days to prepare for closing decide whether to exercise the right of first refusal and shall be entitled may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all customary representations and warranties as set forth in Exhibits D and E not to sell the particular interest that is the subject of the applicable Area Development Agreement previously offer. Franchisee and its owners may not withdraw or contemporaneously entered into between revoke the offer for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest in accordance with this Section’s terms. If Franchisor exercises its right of first refusal and Franchiseecloses the transaction, or if Franchisee executed a single Franchise Agreementand its transferring owners agree that, as included as an Exhibit to for two (2) years beginning on the Area Development Agreement included closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in the Uniform Franchise Offering Circular given to Franchisee prior to Franchisee's execution of this Franchise AgreementSection 6. If Franchisor does not exercise its right of first refusal, Franchisee or its owner owners may complete the sale to the proposed purchaser pursuant to and buyer on the terms original offer’s terms, but only if Franchisor approves the transfer in accordance with, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of such offer, subject to the Franchisor's approval of the purchaser first refusal (whether or not it is properly triggered as provided in above), if the proposed transfer otherwise would not be allowed under Sections 12.02 12.2 and 12.0412.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to such purchaser is not completed the proposed buyer within sixty (60) days after delivery Franchisor notifies Franchisee that Franchisor does not intend to exercise its right of such offer to Franchisorfirst refusal, or if there is a material change in the sale’s terms and conditions of the sale(which Franchisee agrees to tell Franchisor promptly), Franchisor shall then again will have the an additional right of first refusal provided under during the thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on the terms originally offered or the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign this right of first refusal to a third party (including an affiliate), who then will have the rights described in this AgreementSection.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. During Franchisor shall have a Right of First Refusal to purchase the term Franchised Business and/or the Franchised Location unless Franchisor consents to the transfer under Section 14.2, 14.3 or 14.7 of this Agreement or for a period Agreement. If Franchisor does not consent to the proposed transfer, Franchisor will not excercise its Right of one (1) year after its termination or if First Refusal provided Franchisee has closed agrees to terminate the proposed transfer. In the event that Franchisee desires to sell the Franchised RestaurantBusiness and/or the Franchised Location, whether with Franchisee shall give written notice to Franchisor of (a) Franchisee's intent to offer the Franchised Business and/or the Franchised Location for sale, and the terms on which Franchisee intends to sell the Franchised Business and/or the Franchised Location, or without (b) the consent receipt by Franchisee of Franchisoran offer to purchase the Franchised Business and/or the Franchised Location, if and a copy of the offer to purchase or the Purchase Agreement as the case may be. In the event of Franchisee's notice of intent to offer the Franchised Business and/or the Franchised Location for sale, Franchisor shall have thirty (30) days after receipt of such notice to send written notice to the Franchisee that Franchisor intends to purchase the Franchised Business and/or Franchised Location upon the same terms and conditions contained in the offer to sell. Franchisor shall have one hundred twenty (120) days from receipt of Franchisee's notice (or such longer period as may be permitted under the terms of the offer) in which to close the sale. In the event that Franchisee should give written notice to Franchisor of the receipt by Franchisee of an offer to purchase the Franchised Business and/or Franchised Location, which offer Franchisee desires to accept, Franchisor shall have thirty (30) days after receipt of such notice to send written notice to the Franchisee that Franchisor intends to purchase the Franchised Business and/or Franchised Location upon the same terms and conditions contained in the offer to purchase. Franchisor shall have one hundred twenty (120) days from receipt of Franchisee's notice (or such longer period as may be permitted under the terms of the offer) in which to close the sale. Franchisee's notice to Franchisor shall be accompanied by a term sheet of the terms and conditions of the offer to purchase received by Franchisee. If Franchisor shall fail to enter into a contract to purchase the Franchise Business and/or Franchised Location from Franchisee within either of the time periods set forth above, then Franchisee may consummate his or its owner shall sale of the Franchised Business and/or Franchised Location to a third party at any time detennine within one hundred twenty (120) days thereafter. Franchisee may not consummate a sale thereafter upon said terms, nor consummate a sale upon terms which are more favorable to sell an interest the purchaser, without first reoffering the sale to Franchisor in the manner set forth above. In the event Franchisee fails to consummate a sale to any such third party as provided above, Franchisor shall again have the Right of First Refusal with regard to any future proposed sale of the Franchised Business and/or Franchised Location. Failure of Franchisor to exercise the option afforded by this Agreement or Section 14.6 shall not constitute a waiver of any part or other provision of this Agreement, including all of the ownership requirements of Franchiseethis Section 14 of this Agreement, with respect to a proposed transfer. In addition, in the event any interest in the Franchise, or Franchised Location and/or the Franchised RestaurantBusiness is to be sold or transferred in a transaction or event, or its owner shall obtain including a foreclosure sale, not involving either (i) a bona fide, executed written fide offer from a responsible and fully disclosed purchaserthird party or (ii) a transfer upon death or permanent incapacity of the type described in Section 14.7 herein, then Franchisee shall submit an exact copy must immediately notify Franchisor in writing of such offer to Franchisor. transaction or event and Franchisor shall have the rightright and option, but no obligation, exercisable by written notice delivered to Franchisee or its owner within thirty (30) days from the date of delivery of an exact copy receipt of such offer to Franchisor, notification to purchase such interest for the being transferred. The purchase price and on the terms and conditions contained in exercise of such offer. In the event all or any part of the consideration offered to Franchisee for such interest shall consist of common or preferred stock or debt securities of any tendering entity, and in the event Franchisor is either a "public company" or a "public reporting company" as those terms are defined under the federal securities laws, Franchisor option shall be deemed to have matched any such offer by offering its own common or preferred stock or debt securities with a the fair market value equivalent to the market value and treatment of the securities of the entity making such offer to Franchisee or cash goodwill and other intangibles determined in an amount equal to the market value of the securities making such offer to Franchisee. In the event Franchisor is privately owned, Franchisor may substitute cash for any form of payment proposed in such offer. In the event all or any portion of the consideration offered Franchisee consists of unique assets, Franchisor shall be deemed to have matched such offer by offering cash in an amount equivalent to the market value of the unique assets tendered by the entity making such offer to Franchisee. Further, Franchisor's creditworthiness shall be deemed equal to the credit rating of any proposed purchaser. Franchisor shall have not less than sixty (60accordance with Section 16(A) days to prepare for closing and shall be entitled to all customary representations and warranties as set forth in Exhibits D and E of the applicable Area Development Agreement previously or contemporaneously entered into between Franchisor and Franchisee, or if Franchisee executed a single Franchise Agreement, as included as an Exhibit to the Area Development Agreement included in the Uniform Franchise Offering Circular given to Franchisee prior to Franchisee's execution of this Franchise Agreement. If Franchisor does not exercise its right of first refusal, Franchisee or its owner may complete the sale to the proposed purchaser pursuant to and on the terms of such offer, subject to the Franchisor's approval of the purchaser as provided in Sections 12.02 and 12.04. If the sale to such purchaser is not completed within sixty (60) days after delivery of such offer to Franchisor, or there is a material change in the terms and conditions of the sale, Franchisor shall then again have the right of first refusal provided under the terms of this Agreement.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. During If Master Franchisee or an Owner shall at any time determine to sell or transfer an interest in this Agreement, the term assets of this Agreement or for a period Master Franchisee (other than in the ordinary course of business), one (1) year after its termination or if Franchisee has closed the Franchised Restaurantmore Area Director Agreements, whether with one (1) or without the consent of Franchisormore Franchise Agreements or a Controlling Interest in Master Franchisee, if Master Franchisee or its owner shall at any time detennine the Owners, as applicable, agree to sell an interest in this Agreement or any part or all of the ownership of Franchisee, any interest in the Franchise, or the Franchised Restaurant, or its owner shall obtain a bona fide, executed written offer and xxxxxxx money deposit in the amount of five percent (5%) or more of the offering price from a qualified, responsible and fully disclosed purchaser, then Franchisee shall submit an exact purchaser and a true and complete copy of such the offer and any proposed ancillary agreements shall immediately be submitted to Franchisor. The offer must apply only to this Agreement, the assets of Master Franchisee, the Area Director Agreement(s), the Franchise Agreement(s) or an Ownership Interest in Master Franchisee and may not include the purchase of any other property or rights. Franchisor or its designee shall have the right, exercisable by written notice delivered to Master Franchisee or its owner the Owners within thirty (30) days from the date of delivery of an exact copy of such offer to Franchisor, to purchase such interest interests for the price and on the terms and conditions contained in such offer. In the event all or any part of the consideration offered to Franchisee for such interest shall consist of common or preferred stock or debt securities of any tendering entity, and in the event Franchisor is either a "public company" or a "public reporting company" as those terms are defined under the federal securities laws, Franchisor shall be deemed to have matched any such offer by offering its own common or preferred stock or debt securities with a market value equivalent to the market value of the securities of the entity making such offer to Franchisee or cash in an amount equal to the market value of the securities making such offer to Franchisee. In the event Franchisor is privately owned, provided that Franchisor may substitute cash or marketable securities of equal value for any form of payment proposed in such offer. In the event all or any portion of the consideration offered Franchisee consists of unique assets, Franchisor shall be deemed to have matched such offer by offering cash in an amount equivalent to the market value of the unique assets tendered by the entity making such offer to Franchisee. Further, Franchisor's creditworthiness credit shall be deemed equal to the credit rating of any proposed purchaser. Franchisor shall have not less than sixty ninety (6090) days to prepare for closing and shall be entitled to all customary representations and warranties as set forth in Exhibits D and E of the applicable Area Development Agreement previously or contemporaneously entered into between Franchisor and Franchisee, or if Franchisee executed a single Franchise Agreement, as included as an Exhibit to the Area Development Agreement included in the Uniform Franchise Offering Circular given to Franchisee prior to Franchisee's execution of this Franchise Agreementclosing. If Franchisor does not exercise its right of first refusal, Master Franchisee or its owner the Owners may complete the sale to the proposed such purchaser pursuant to and on the exact terms of such offer, subject to the Franchisor's approval of the purchaser transfer as provided in Sections 12.02 and 12.04. If this Section, provided that if the sale to such purchaser is not completed within sixty one hundred twenty (60120) days after delivery of such offer to Franchisor, or there is a material change in the terms and conditions of the sale, Franchisor shall then again have the an additional right of first refusal provided under for thirty (30) days on the terms and conditions applicable to the initial right of this Agreementfirst refusal, except that Franchisor shall have the option to substitute any of the modified terms of purchase for those contained in the original offer.