Common use of PRE-CONDITIONS TO FRANCHISEE'S ASSIGNMENT Clause in Contracts

PRE-CONDITIONS TO FRANCHISEE'S ASSIGNMENT. FRANCHISEE shall not sell, transfer or assign its rights under this Agreement, or any interest in it, or any part or portion of the business entity that owns it, or a substantial portion of the assets used in connection therewith, unless FRANCHISEE and the transferee obtain GREASE MONKEY's prior written consent and comply with the following: a. FRANCHISEE shall pay all amounts due and owing to GREASE MONKEY. b. The proposed transferee must be qualified to become a franchisee and shall be evaluated for approval by GREASE MONKEY, based on the same criteria as is currently being used to assess new franchisees of GREASE MONKEY. c. The proposed transferee shall execute a written assumption of this Agreement, or at the option of GREASE MONKEY, a franchise agreement and related agreements in a form then currently offered by GREASE MONKEY, the term of which shall end on the expiration date of this Agreement and supersede this Agreement in all respects. If a new franchise agreement is signed, the terms thereof may differ from the terms of this Agreement. The transferee will not be required to pay any additional initial franchise fee. d. FRANCHISEE must execute a general release, in a form satisfactory to GREASE MONKEY, of any and all claims against GREASE MONKEY and affiliated companies and their respective officers, directors, employees and agents arising up to the effective date of the transfer. e. FRANCHISEE or the proposed transferee shall pay a transfer fee in the amount of $5,000. f. FRANCHISEE shall give written notice to GREASE MONKEY of the proposed transfer 30 days prior to the proposed transfer date. The notice shall include disclosure of all material terms and conditions of the proposed transaction and an executed agreement with the proposed transferee, together with such information about the proposed transferee as shall be necessary for GREASE MONKEY to assess the qualifications of the proposed transferee to become a GREASE MONKEY franchisee. Any purchase agreement or other agreement entered into by FRANCHISEE for the sale or transfer of the Franchised Business or other interest in the Franchise shall include in its terms that the sale or transfer is conditional upon and subject to GREASE MONKEY's right of first refusal, described in Section 13.4 below, and GREASE MONKEY's right to approve the sale or transfer in accordance with this Agreement. g. Written evidence shall be submitted from FRANCHISEE's landlord, if applicable, that the landlord will consent to assign the lease or sublease for the GREASE MONKEY Center to the transferee, or other evidence shall be submitted to GREASE MONKEY showing that the transferee will have a right to possession of the Franchised Location. h. FRANCHISEE must continue to abide by the restrictive covenants contained in Article 16 below.

PRE-CONDITIONS TO FRANCHISEE'S ASSIGNMENT. FRANCHISEE The Franchisee shall not sell, transfer or assign its rights under this Agreement, Agreement or any interest in it, or any part or portion of the any business entity that owns it, it or all or a substantial portion of the assets used in connection therewithof the FUZZIWIG'S-TM- CANDY FACTORY Business, unless FRANCHISEE and the transferee obtain GREASE MONKEYFranchisee obtains the Franchisor's prior written consent and comply complies with the followingfollowing requirements: a. FRANCHISEE shall pay (a) Payment of all amounts due and owing pursuant to GREASE MONKEY.this Agreement by the Franchisee to the Franchisor or its affiliates or to third parties whose debts or obligations the Franchisor has guaranteed on behalf of the Franchisee, if any; b. The (b) Agreement by the proposed transferee must to satisfactorily complete the initial training program described in this Agreement, which training may be qualified completed by the transferee either prior to become a franchisee and shall be evaluated for approval by GREASE MONKEY, based on the same criteria as is currently being used to assess new franchisees of GREASE MONKEY. c. The proposed transferee shall execute a written assumption or immediately after assignment of this Agreement, or at the option ; (c) Execution of GREASE MONKEY, a franchise agreement and related agreements Franchise Agreement in a form then currently offered by GREASE MONKEYthe Franchisor, the term of which shall end on the expiration date of this Agreement and supersede this Agreement in all respects. If a new franchise agreement Franchise Agreement is signed, the terms thereof may differ from the terms of this Agreement. The ; provided, however, the transferee will not be required to pay any additional initial franchise fee.; d. FRANCHISEE must execute (d) Provision by the Franchisee of written notice to the Franchisor 30 days' prior to the proposed effective date of the transfer, such notice to contain information reasonably detailed to enable the Franchisor to evaluate the terms and conditions of the proposed transfer; (e) The proposed transferee shall have provided information to the Franchisor sufficient for the Franchisor to assess the proposed transferee's business experience, aptitude and financial qualification, and the Franchisor shall have ascertained that the proposed transferee meets such qualifications; (f) Execution by Franchisee of a general release, in a form satisfactory to GREASE MONKEYthe Franchisor, of any and all claims against GREASE MONKEY and affiliated companies the Franchisor, its affiliates and their respective officers, directors, employees and agents arising up to agents; (g) Payment by the effective date of the transfer. e. FRANCHISEE Franchisee or the proposed transferee shall pay a transfer fee in the amount of $5,000.2,500; and f. FRANCHISEE shall give written notice to GREASE MONKEY of (h) Agreement by the proposed transfer 30 days prior to the proposed transfer date. The notice shall include disclosure of all material terms and conditions of the proposed transaction and an executed agreement with the proposed transferee, together with such information about the proposed transferee as shall be necessary for GREASE MONKEY to assess the qualifications of the proposed transferee to become a GREASE MONKEY franchisee. Any purchase agreement or other agreement entered into by FRANCHISEE for the sale or transfer of the Franchised Business or other interest in the Franchise shall include in its terms that the sale or transfer is conditional upon and subject to GREASE MONKEY's right of first refusal, described in Section 13.4 below, and GREASE MONKEY's right to approve the sale or transfer in accordance with this Agreement. g. Written evidence shall be submitted from FRANCHISEE's landlord, if applicable, that the landlord will consent to assign the lease or sublease for the GREASE MONKEY Center to the transferee, or other evidence shall be submitted to GREASE MONKEY showing that the transferee will have a right to possession of the Franchised Location. h. FRANCHISEE must continue Franchisee to abide by the restrictive covenants contained post-termination covenant not to compete set forth in Article 16 Section 19.2 below.

PRE-CONDITIONS TO FRANCHISEE'S ASSIGNMENT. FRANCHISEE shall not sellIf Franchisee or any Shareholder desires to make a Transfer, transfer such person or assign its entity must comply with the following terms, conditions, and procedures to effectuate a valid Transfer: (a) If any proposed assignment of any rights under this Agreement, or if any other Transfer which, when aggregated with all previous Transfers, would in the reasonable opinion of Big O, result in the transfer of effective control over the ownership and/or operation of the Premises or Franchisee or the Franchised Business: (I) The transferee must apply for a Big O franchise and must meet all of Big O's then current standards and requirements for becoming a Big O franchisee (which standards and requirements need not be written); and (ii) The transferee shall execute the then current form of Franchise Agreement generally issued by Big O with respect to comparable Big O franchisees. Such agreement shall generally provide for a new term equal to the term of the standard Big O franchise agreement then being offered, and may include, without limitation, different fee structures, modified Trade Areas and/or increased fees; (b) Regardless of the degree of control which would be affected by a proposed Transfer: (I) Franchisee shall first notify Big O in writing of any bona fide proposed Transfer and set forth a complete description of all terms and fees of the proposed Transfer in the manner prescribed by Big O, including the prospective transferee's name, address, financial qualifications, and previous five (5) years business experience; (ii) Big O or its assignee may, within thirty (30) days after receipt of such notice, exercise the Option to purchase the interest in it, being offered by Franchisee or any part Shareholder; (iii) If Big O or portion its assignee fails to exercise the Option to purchase the interest, Big O shall, within thirty (30) days after receipt of the business entity that owns it, or a substantial portion notice of the assets used Option, notify Franchisee in connection therewithwriting of its approval or disapproval of the prospective transferee. Big O's approval will be granted only if the prospective transferee, unless FRANCHISEE its Shareholders, partners, and/or Operator: meets Big O's then current standards for new franchisees, which standards need not be in writing; demonstrates to Big O's satisfaction that it or its Operator meets Big O's managerial, business, and technical standards; possesses a good moral character, business reputation, and satisfactory credit rating; and has the aptitude, ability, and financial capacity to operate the Franchised Business (as may be evidenced by prior related business experience or otherwise). Big O reserves the right to disallow a transfer of the Premises (without a transfer of the Franchised Business) to a person which would operate a business from the Premises which sells or offers for sale products or services which are the same as or similar to those offered for sale through the Franchised Business; (iv) If Big O approves the proposed transferee, Franchisee or the Shareholder may transfer the interest to the proposed transferee obtain GREASE MONKEYat a price and under terms and conditions which are not more favorable than the terms offered to Big O. Big O's prior written consent and comply with approval is conditioned upon the following: a. FRANCHISEE proposed transferee or its Operator having completed (to the satisfaction of Big O) the training program then currently required of Big O franchisees or Operators; (v) Prior to the consummation of any such Transfer, Franchisee shall pay all amounts due to Big O and owing to GREASE MONKEY. b. The proposed transferee must be qualified to become a franchisee and shall be evaluated for approval by GREASE MONKEY, based on the same criteria as is currently being used to assess new franchisees of GREASE MONKEY. c. The proposed transferee shall execute a written assumption of this Agreement, or at the option of GREASE MONKEY, a franchise agreement and related agreements in a form then currently offered by GREASE MONKEY, the term of which shall end on the expiration date cure all other breaches of this Agreement and supersede this Agreement in all respects. If a new franchise agreement is signed, the terms thereof may differ from the terms of this Agreement. The transferee will not be required to pay any additional initial franchise fee. d. FRANCHISEE must execute a general release, in a form satisfactory to GREASE MONKEY, of any and all claims against GREASE MONKEY and affiliated companies and their respective officers, directors, employees and agents arising up to the effective date of the transfer. e. FRANCHISEE or the proposed transferee shall pay a transfer fee in the amount of $5,000. f. FRANCHISEE shall give written notice to GREASE MONKEY of the proposed transfer 30 days prior to the proposed transfer date. The notice shall include disclosure of all material terms and conditions of the proposed transaction and an executed agreement with the proposed transferee, together with such information about the proposed transferee as shall be necessary for GREASE MONKEY to assess the qualifications of the proposed transferee to become a GREASE MONKEY franchisee. Any purchase other agreement or other agreement entered into by FRANCHISEE for the sale or transfer of the Franchised Business or other interest in the Franchise shall include in its terms that the sale or transfer is conditional upon and subject to GREASE MONKEY's right of first refusal, described in Section 13.4 below, and GREASE MONKEY's right to approve the sale or transfer in accordance loan document it may have with this Agreement. g. Written evidence shall be submitted from FRANCHISEE's landlord, if applicable, that the landlord will consent to assign the lease or sublease for the GREASE MONKEY Center to the transferee, or other evidence shall be submitted to GREASE MONKEY showing that the transferee will have a right to possession of the Franchised Location. h. FRANCHISEE must continue to abide by the restrictive covenants contained in Article 16 below.Big O;

PRE-CONDITIONS TO FRANCHISEE'S ASSIGNMENT. FRANCHISEE The Franchisee shall not sell, transfer or assign its rights under this Agreement, Agreement or any interest in it, or any part or portion of the any business entity that owns it, it or all or a substantial portion of the assets used in connection therewithof the ROCKY MOUNTAIN CHOCOLATE FACTORY Business, unless FRANCHISEE and the transferee obtain GREASE MONKEYFranchisee obtains the Franchisor's prior written consent and comply complies with the followingfollowing requirements: a. FRANCHISEE shall pay (a) Payment of all amounts due and owing pursuant to GREASE MONKEY.this Agreement by the Franchisee to the Franchisor or its affiliates or to third parties whose debts or obligations the Franchisor has guaranteed on behalf of the Franchisee, if any; b. The (b) Agreement by the proposed transferee must to satisfactorily complete the initial training program described in this Agreement, which training may be qualified completed by the transferee either prior to become a franchisee and shall be evaluated for approval by GREASE MONKEY, based on the same criteria as is currently being used to assess new franchisees of GREASE MONKEY. c. The proposed transferee shall execute a written assumption or immediately after assignment of this Agreement, or at the option ; (c) Execution of GREASE MONKEY, a franchise agreement and related agreements Franchise Agreement in a form then currently offered by GREASE MONKEYthe Franchisor, the term of which shall end on the expiration date of this Agreement and supersede this Agreement in all respects. If a new franchise agreement Franchise Agreement is signed, the terms thereof may differ from the terms of this Agreement. The ; provided, however, the transferee will not be required to pay any additional initial franchise fee.; d. FRANCHISEE must execute (d) Provision by the Franchisee of written notice to the Franchisor 30 days' prior to the proposed effective date of the transfer, such notice to contain information reasonably detailed to enable the Franchisor to evaluate the terms and conditions of the proposed transfer; (e) The proposed transferee shall have provided information to the Franchisor sufficient for the Franchisor to assess the proposed transferee's business experience, aptitude and financial qualification, and the Franchisor shall have ascertained that the proposed transferee meets such qualifications; (f) Execution by Franchisee of a general release, in a form satisfactory to GREASE MONKEYthe Franchisor, of any and all claims against GREASE MONKEY and affiliated companies the Franchisor, its affiliates and their respective officers, directors, employees and agents arising up to agents; (g) Payment by the effective date of the transfer. e. FRANCHISEE Franchisee or the proposed transferee shall pay a transfer fee in the amount of $5,000.2,500; and f. FRANCHISEE shall give written notice to GREASE MONKEY of (h) Agreement by the proposed transfer 30 days prior to the proposed transfer date. The notice shall include disclosure of all material terms and conditions of the proposed transaction and an executed agreement with the proposed transferee, together with such information about the proposed transferee as shall be necessary for GREASE MONKEY to assess the qualifications of the proposed transferee to become a GREASE MONKEY franchisee. Any purchase agreement or other agreement entered into by FRANCHISEE for the sale or transfer of the Franchised Business or other interest in the Franchise shall include in its terms that the sale or transfer is conditional upon and subject to GREASE MONKEY's right of first refusal, described in Section 13.4 below, and GREASE MONKEY's right to approve the sale or transfer in accordance with this Agreement. g. Written evidence shall be submitted from FRANCHISEE's landlord, if applicable, that the landlord will consent to assign the lease or sublease for the GREASE MONKEY Center to the transferee, or other evidence shall be submitted to GREASE MONKEY showing that the transferee will have a right to possession of the Franchised Location. h. FRANCHISEE must continue Franchisee to abide by the restrictive covenants contained post-termination covenant not to compete set forth in Article 16 Section 19.2 below.