Common use of Transfer by Franchisee Clause in Contracts

Transfer by Franchisee. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Company has entered into this Agreement and granted the license hereunder in reliance on Franchisee’s business skill and financial capacity. Accordingly, neither Franchisee, any immediate or remote successor to any part of Franchisee’s interest in the Franchised Business, any individual, partnership, corporation or other legal entity which directly or indirectly controls Franchisee, if Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee or in the Franchised Business without the prior written consent of the Company. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company shall be null and void and shall constitute a material breach of this Agreement, for which Company may then terminate without opportunity to cure pursuant to Section 14 of this Agreement. Transfer includes the transfer of contract, assets or ownership change. (A) The Company shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or in this Agreement; provided, however, that if a transfer, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Business, the Company may, in its sole discretion, require any or all of the following as conditions of its approval: (1) All of Franchisee’s accrued monetary obligations and all other outstanding obligations to the Company (its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, shall be up to date, fully paid and satisfied; (2) The Franchisee shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto, any other franchise agreement or other agreement between Franchisee and the Company, or its subsidiaries, affiliates or suppliers; (3) The Franchisee and each of its shareholders, officer and directors shall have executed a general release under seal, in a form satisfactory to the Company, of any and all claims against the Company and its officers, directors, shareholders and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4) The transferee shall enter into a written assignment, under seal and in a form satisfactory to the Company, assuming and agreeing to discharge all of Franchisee’s obligations under this Agreement; and, if the transferor guaranteed the obligations of Franchisee, the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Company; (5) The transferee shall demonstrate to the Company’s satisfaction that the transferee meets the Company’s educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Franchised Business herein (as may be evidenced by prior related experience or otherwise); has at least the same managerial and financial criteria required of new franchisees and shall have sufficient equity capital to operate the Franchised Business; (6) At the Company’s option, the transferee shall execute (and/or, upon the Company’s request, shall cause all interested parties to execute) for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form of Franchise Agreement then being offered to new franchisees and such other ancillary agreements as the Company may require for the Franchised Business, which agreements shall supersede this Agreement in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher percentage royalty fee or Advertising Fund contribution, and the implementation of additional fees; (7) The Franchisee shall remain liable for all direct and indirect obligations to the Company in connection with the Franchised Business prior to the effective date of the transfer and shall continue to remain responsible for its obligations of nondisclosure, non-competition and indemnification as provided elsewhere in this Agreement and shall execute any and all instruments reasonably requested by the Company to further evidence such liability; (8) At the transferee’s expense, the transferee and its employees shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company may reasonably require; (9) The transferee shall have signed an Acknowledgment of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current Franchise Agreement and ancillary agreements; (10) The Franchisee shall pay to the Company a Transfer Fee which is $10,000 plus reasonable legal fees and out of pocket expenses. If the transfer is to an entity in which you have a 51% or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expenses. (11) The Franchisee shall pay to the Company a Transfer Commission equal to ten percent (10%) of the gross purchase price, where allowed by law, if the Company, either directly or indirectly through one of its representatives or another franchisee, refers a purchaser of the Franchised Business to the Franchisee. The non-refundable Transfer Commission shall be fully payable prior to any such transfer. Attorneys’ fees at closing are the responsibility of the Franchisee. (B) The Franchisee shall grant no security interest in the Franchised Business or in any of its assets unless the secured party agrees that in the event of any default by Franchisee under any documents related to the security interest, the Company shall have the right and option to be substituted as obligor to the secured party and to cure any default of Franchisee. Notwithstanding the foregoing, the Company shall not be construed as a guarantor or surety for the Franchisee. (C) The Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that must be met by the Franchisee and the transferee are necessary and reasonable to assure such transferee’s full performance of the obligations hereunder.

Transfer by Franchisee. Franchisee understands and acknowledges that the rights and duties set forth in this This Agreement are is personal to Franchisee, the Franchisee and that Company has entered into this Agreement and granted the license hereunder in reliance on Franchisee’s business skill and financial capacityits owners. Accordingly, neither Franchiseethis Agreement, nor any interest in this Agreement or if the Franchisee is a corporation or partnership, any immediate or remote successor to any part of Franchisee’s interest in the Franchised Business, any individual, corporation or partnership, corporation may be assigned or other legal entity which directly or indirectly controls Franchisee, if Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee or in the Franchised Business without the prior written consent transferred except as specifically authorized under this Agreement. A transfer of ownership of the CompanyPizzeria (or its assets) may only be made in conjunction with a transfer of this Agreement. Any purported assignment such assignment, transfer or transfer, by operation of law or otherwise, not having the written consent of the Company shall be null encumbrance without PWS's approval will have no effect and void and shall will constitute a material breach of this Agreement. PWS will permit sales, for which Company may then terminate without opportunity to cure pursuant to Section 14 transfers or assignments of this Agreement. Transfer includes Agreement or an ownership interest of an owner, if the transfer of contractFranchisee is a corporation or partnership, assets or ownership change. (A) The Company shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or in this Agreement; others provided, however, that if a transfer, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Business, the Company may, in its sole discretion, require any or all of the following as conditions of its approval: (1i) The Franchisee (or any of its owners) is not in default under this Agreement or any other agreement with PWS or its subsidiaries or affiliates or any other creditor or supplier of the Pizzeria; (ii) All obligations of Franchisee’s accrued monetary obligations the Franchisee created by this Agreement and all other outstanding obligations to the Company (its subsidiaries, affiliates and suppliers)related franchise documents, and to Franchisee’s vendors, shall be up to date, fully paid the relationship created hereunder are assumed by the proposed transferee or assignee (and satisfiedits controlling shareholder or partner and all other owners if it is a corporation or partnership); (2iii) All debts of the Franchisee to PWS are paid in full prior to such transfer; (iv) The Franchisee shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto, any other franchise agreement or other agreement between Franchisee and the Company, or its subsidiaries, affiliates or suppliers; (3) The Franchisee and each of its shareholders, officer and directors shall have executed executes a general release under sealrelease, in a form satisfactory to the CompanyPWS, of any and all claims against the Company PWS and its past and present officers, directors, shareholders shareholders, employees and employees agents, in their corporate and individual capacities, capacities including, without limitation, claims arising under federal, state state, and local laws, rules rules, and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4v) The proposed transferee shall enter into or assignee (and its controlling shareholder or partner and all other owners if it is a written assignmentcorporation or partnership) meets PWS's standards for the Franchisees or owners including, under seal but not limited to, good reputation and in a form satisfactory to the Companycharacter, assuming business experience, operational ability, financial strength and agreeing to discharge all of Franchisee’s obligations under this Agreement; and, if the transferor guaranteed the obligations of Franchisee, the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Companyother business considerations; (5vi) The proposed transferee shall demonstrate to or assignee (and its owners) is not operating, franchising or licensing the Company’s satisfaction that the transferee meets the Company’s educationaloperation of any sit-down, managerial and carry-out or delivery pizza business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Franchised Business herein (as may be evidenced by prior related experience or otherwise); has at least the same managerial and financial criteria required of new franchisees and shall have sufficient equity capital to operate the Franchised Businessexcept other Me-N-Ed's Pizzerias; (6vii) At the Company’s option, the The proposed transferee shall execute or assignee (and/or, upon the Company’s request, shall cause all interested parties and its owners) agrees to execute) sign PWS's then-current standard Franchise Agreement for a term ending on equal to, at PWS's election, the expiration date remaining term of this Agreement and with such renewal term as may be provided by this Agreement, the standard form remaining term of Franchise Agreement then being offered to new franchisees and such other ancillary agreements as the Company may require existing lease for the Franchised BusinessPizzeria premises, which agreements shall supersede this Agreement or the term set forth in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher percentage royalty fee or Advertising Fund contribution, and the implementation of additional fees; (7) The Franchisee shall remain liable for all direct and indirect obligations to the Company in connection with the Franchised Business prior to the effective date of the transfer and shall continue to remain responsible for its obligations of nondisclosure, non-competition and indemnification as provided elsewhere in this Agreement and shall execute any and all instruments reasonably requested by the Company to further evidence such liability; (8) At the transferee’s expense, the transferee and its employees shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company may reasonably require; (9) The transferee shall have signed an Acknowledgment of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current standard Franchise Agreement and ancillary agreementsAgreement; (10viii) The Franchisee shall pay proposed transferee or assignee (or the person designated by PWS) completes all required training to the Company extent required by PWS; (ix) At PWS's request, the proposed transferee or assignee refurbishes the Pizzeria in the manner and subject to the provisions prescribed in Paragraph 9(l) of this Agreement; (x) The proposed transferee or assignee pays a Transfer Fee which is of $10,000 plus reasonable legal fees 2,500 to cover PWS's costs in approving and out processing the assignment; and (xi) The proposed transferee qualifies as a transferee of pocket expensesthe alcohol beverage license application to the Pizzeria premises. If the transfer is The provisions of Paragraph 12(a)(vi), (vii) and (ix) above will not apply to an entity in which you have approved sale, transfer or assignment by a 51shareholder or partner owning a 30% or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expenses. (11) The Franchisee shall pay to the Company a Transfer Commission equal to ten percent (10%) of the gross purchase price, where allowed by law, if the Company, either directly or indirectly through one of its representatives or another franchisee, refers a purchaser of the Franchised Business to the Franchisee. The non-refundable Transfer Commission shall be fully payable prior to any such transfer. Attorneys’ fees at closing are the responsibility of the Franchisee. (B) The Franchisee shall grant no security less interest in the Franchised Business corporation or in any partnership, except that the proposed transferee or assignee must guarantee the performance by the Franchisee of its assets unless obligations under this Agreement and agree to be bound by all of the secured party agrees that provisions of this Agreement in the event of form prescribed by PWS. In connection with any default by Franchisee assignment permitted under any documents related to the security interestthis Agreement, the Company shall have the right and option Franchisee must provide PWS with all documents to be substituted as obligor to the secured party and to cure any default of Franchisee. Notwithstanding the foregoing, the Company shall not be construed as a guarantor or surety for the Franchisee. (C) The Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that must be met executed by the Franchisee and the proposed assignee or transferee are at least 30 days prior to signing. The Franchisee acknowledges that PWS may, in its sole discretion and as it may deem necessary and reasonable to assure such transferee’s full performance in particular circumstances, vary and/or waive conditions or requirements which PWS deems necessary for the operation of the obligations hereunderfranchised business in connection with its approval of a transfer.

Transfer by Franchisee. (1) Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Company Franchisor has entered into granted this Agreement and granted the license hereunder franchise in reliance on the business skill, financial capacity and personal character of the Franchisee and any guarantor of Franchisee’s business skill and financial capacity. Accordingly, neither Franchisee, Franchisee nor any immediate initial or remote subsequent successor or assign to any part of Franchisee’s 's interest in the Franchised Businessthis franchise, nor any individual, partnership, corporation or other legal entity which directly or indirectly controls Franchiseehas or owns any interest in this Agreement, if in the franchised business or in Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee this Agreement, in the franchised business or in the Franchised Business any entity which owns this franchise without the prior written consent of Franchisor; provided, however, that Franchisor's prior written consent shall not be required for a transfer of less than a one percent (1%) interest in a publicly-held corporation, and further, Franchisor's prior written consent for a Minority Interest Transfer (as hereinafter defined) shall be exclusively based upon the Companyrequirements enumerated in Section XII.B.(3) hereof. A publicly-held corporation is a corporation having its securities registered pursuant to Section 12 under the Securities Exchange Act of 1934, as amended, or a corporation subject to the requirements of Section 15(d) under the Securities Exchange Act of 1934, as amended. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company Franchisor required by this Section XII.B.(l) shall be null and void and shall constitute a material breach of this Agreement, for which Company Franchisor may then terminate this Agreement without opportunity to cure pursuant to Section 14 XIII.C.(5) of this Agreement. Transfer includes the transfer of contract, assets or ownership change. (A2) The Company Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Franchisee Franchisee, in the franchised business or in this Agreement; provided, however, that if a transfer, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Business, the Company . Franchisor may, in its sole discretion, require any or all of the following as conditions of its approval: (1a) All of Franchisee’s 's accrued monetary obligations and all other outstanding obligations to the Company (Franchisor, its subsidiaries, subsidiaries and its affiliates and suppliers), and to Franchisee’s vendors, shall be up to date, fully paid and have been satisfied; (2b) The Franchisee shall is not be in material default of any provision of this Agreement, any amendment hereof or successor hereto, or any other franchise agreement or other agreement between Franchisee and the CompanyFranchisor, or its subsidiaries, affiliates or supplierssubsidiaries and affiliates; (3c) The Franchisee and each of its shareholders, officer and directors transferor shall have executed a general release under sealrelease, in a form satisfactory to the CompanyFranchisor, of any and all claims against the Company Franchisor and its officers, directors, shareholders and employees employees, in their corporate and individual capacities, including, without limitation, claims arising under this Agreement and federal, state and local laws, rules and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4d) If the transferee is the Operating Principal or the Operating Designee, then the requirements of Section V.D. shall be satisfied by such transferee; (e) If the transferee is a Franchisee's Principal, then the requirements of Section V.B.(8) shall be satisfied by such transferee; (f) The transferee shall enter into a written assignmentagreement, under seal and in a form satisfactory to the CompanyFranchisor, assuming full, unconditional, joint and several liability for and agreeing to discharge perform from the date of the transfer, all of Franchisee’s obligations under obligations, covenants and agreements contained in this Agreement; and, if Agreement which the transferor guaranteed the obligations of Franchiseewas obligated to perform. If, however, the transferee is to become an Operating Principal, Operating Designee, or Franchisee's Principal, such transferee shall guarantee the performance of all such obligations in writing be required to enter into a written agreement, in a form reasonably satisfactory to Franchisor assuming full, unconditional, joint and several liability for and agreeing to perform from the Companydate of the transfer, all obligations, covenants, and agreements contained in this Agreement; (5g) The transferee shall demonstrate to the Company’s Franchisor's satisfaction that the transferee meets the Company’s criteria considered by Franchisor when reviewing a prospective franchisee's application for a franchise including but not limited to Franchisor's educational, managerial and business standards; possesses a transferee's good moral character, business reputation and credit rating; has the transferee's aptitude and ability to operate conduct the Franchised Business business franchised herein (as may be evidenced by prior related business experience or otherwise); has at least transferee's financial resources and capital for operation of the same managerial business; and financial criteria required the geographic proximity of new franchisees other Chili's Grill & Bar restaurants owned or operated by transferee and shall have sufficient equity capital the territories or areas with respect to operate which transferee is obligated to develop Chili's Grill & Bar restaurants pursuant to any development agreement between Franchisor and Franchisee, in relation to the Franchised Business;Restaurant. (6h) At the Company’s Franchisor's option, the transferee shall execute (and/or, upon the Company’s Franchisor's request, shall cause all interested parties to execute) ), for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form of Franchise Agreement franchise agreement then being offered to new System franchisees and such other ancillary agreements as the Company Franchisor may require for the Franchised Businessfranchised business, which agreements shall supersede this Agreement and its ancillary documents in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher except that the percentage royalty fee or Advertising Fund contributionand advertising contribution shall remain unchanged; provided, and however, that the implementation of additional feestransferee shall not be required to pay any initial franchise fee; (7i) The transferee, at its expense, shall upgrade the Restaurant to conform to the then-current standards and specifications of System restaurants, and shall complete the upgrading and other requirements within the time specified by Franchisor. Notwithstanding the foregoing, Franchisee shall not be required to make any such upgrade unless at least fifty percent (50%) of the restaurants of the same prototype or style owned or operated by Franchisor have made the same or similar upgrade; (j) If a transfer of all of Franchisee's interest in this Agreement, Franchisee and any guarantor of Franchisee shall remain liable for all direct and indirect of the obligations to the Company Franchisor in connection with the Franchised Business franchised business prior to the effective date of the transfer and shall continue to remain responsible for its obligations of nondisclosure, non-competition and indemnification as provided elsewhere in this Agreement and shall execute any and all instruments reasonably requested by the Company Franchisor to further evidence such liability; (8) k) At the transferee’s 's expense, the transferee transferee, the transferee's manager, the transferee's Operating Principal and its employees the transferee's Operating Designee, if applicable, shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company Franchisor may reasonably require; (9l) The transferee shall have signed an Acknowledgment of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current Franchise Agreement and ancillary agreements; (10) The Franchisee shall pay a transfer fee in an amount sufficient to reimburse Franchisor for its actual and reasonable costs and expenses associated with reviewing the Company application to transfer, including, without limitation, legal and accounting fees; and (m) If transferee is a Transfer Fee which is $10,000 plus reasonable legal fees corporation or a partnership, transferee shall make and out of pocket expenses. If the transfer is to an entity in which you have a 51% will be bound by any or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control all of the Franchised Businessrepresentations, warranties and if you covenants set forth at Section V.B. as Franchisor requests. Transferee shall provide to Franchisor evidence satisfactory to Franchisor that the terms of Section V.B. have obtained our written approval as been satisfied and are true and correct on the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expensesdate of transfer. (113) The Franchisee shall pay to Franchisor will apply the Company a Transfer Commission equal to ten percent (10%) of the gross purchase price, where allowed by law, if the Company, either directly or indirectly through one of its representatives or another franchisee, refers a purchaser of the Franchised Business to the Franchisee. The non-refundable Transfer Commission shall be fully payable prior to any such transfer. Attorneys’ fees at closing are the responsibility of the Franchisee. (B) The Franchisee shall grant no security interest transfer requirements set forth in the Franchised Business or in any of its assets unless the secured party agrees that in the event of any default by Franchisee under any documents related to the security interest, the Company shall have the right and option to be substituted as obligor to the secured party and to cure any default of Franchisee. Notwithstanding the foregoing, the Company shall not be construed as a guarantor or surety for the Franchisee. (C) The Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that must be met by the Franchisee and the transferee are necessary and reasonable to assure such transferee’s full performance of the obligations hereunder.Section XII.B.

Transfer by Franchisee. 1. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Company Franchisor has entered into granted this Agreement and granted the license hereunder franchise in reliance on Franchisee’s 's business skill and skill, financial capacity, and personal character. Accordingly, neither Franchisee, Franchisee nor any immediate or remote successor to any part of of (a) Franchisee’s 's interest in the Franchised Business, this franchise nor any individual, partnership, corporation corporation, or other legal entity entity, which directly or indirectly controls Franchisee, if Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, convey or give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee or in the Franchised Business this franchise without the prior written consent of the CompanyFranchisor. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company Franchisor shall be null and void and shall constitute a material breach of this Agreement, for which Company Franchisor may then terminate without opportunity to cure pursuant to Section 14 XIV.B. of this Agreement. Transfer includes The transfer restrictions described in this Section XIII.B. shall apply to any sale, assignment, transfer, conveyance, or donation of any ownership interest in Franchisee (except for a Franchisee which is a corporation registered under the transfer Securities and Exchange Act of contract, assets or ownership change1934) by any holder of such interest to any party. (A) The Company 2. Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or in this Agreementfranchise; provided, however, that if a transfer, alone or together with other previous, simultaneous simultaneous, or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Businessfranchised business, the Company Franchisor may, in its sole discretion, require any or all of the following as conditions a condition of its approvalapproval that: (1a) All of Franchisee’s accrued 's monetary obligations to Franchisor and all or any of its affiliates under this and any other agreements between Franchisee and Franchisor or any affiliate have been satisfied, and all other outstanding obligations related to the Company (its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, franchised business shall be up to date, fully paid and have been satisfied; (2b) The Franchisee shall is not be in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other franchise agreement or other agreement between Franchisee and the CompanyFranchisor, or its subsidiaries, affiliates or supplierssubsidiaries and affiliates; (3c) The Franchisee and each of its shareholders, officer and directors transferor shall have executed a general release under seal, in a form satisfactory to the CompanyFranchisor, of any and all claims against the Company Franchisor and its officers, directors, shareholders shareholders, and employees employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state state, and local laws, rules rules, and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4d) The transferee (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Franchisor may request) shall enter into a written assignment, under seal and in a form satisfactory to the CompanyFranchisor, assuming and agreeing to discharge all of Franchisee’s 's obligations under this Agreement; ; (e) The transferee (and, if the transferor guaranteed the obligations transferee is other than an individual, such owners of Franchisee, a beneficial interest in the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Company; (5as Franchisor may request) The transferee shall demonstrate to the Company’s Franchisor's satisfaction that the transferee meets the Company’s Franchisor's educational, managerial managerial, and business standards; possesses a good moral character, business reputation reputation, and credit rating; has the aptitude and ability to operate conduct the Franchised Business business franchised herein (as may be evidenced by prior related experience business experience, the franchise application, or otherwise); and has at least the same managerial adequate financial resources and financial criteria required of new franchisees and shall have sufficient equity capital to operate the Franchised Businessbusiness; (6f) At the Company’s Franchisor's option, the transferee shall execute (and/or, upon the Company’s Franchisor's request, shall cause all interested parties to execute) ), for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form of Franchise Agreement franchise agreement then being offered to new System franchisees and such other ancillary agreements as the Company Franchisor may require for the Franchised Businessfranchised business, which agreements shall supersede this Agreement in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher percentage royalty fee or Advertising Fund rate and advertising contribution, and the implementation of additional fees; (7g) The transferee shall, at transferee's expense and upon the reasonable request of Franchisor, upgrade the restaurant to conform to the then-current standards and specifications for System restaurants, and shall complete the upgrading and other requirements within the time specified by Franchisor; (h) Franchisee shall remain primarily liable for all direct and indirect obligations to the Company in connection with the Franchised Business prior to the effective date of the transfer franchised business and shall continue all covenants to remain responsible for its obligations of nondisclosure, non-competition be kept or performed by Franchisee and indemnification as provided elsewhere in this Agreement and Franchisee shall execute any and all instruments reasonably requested by the Company Franchisor to further evidence such liability; (8) i) At the transferee’s 's expense, the transferee and its employees or transferee's managers shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company Franchisor may reasonably require;; and (9j) The transferee Except in the case of a transfer to a corporation formed for the convenience of ownership, a transfer fee shall have signed be paid by Franchisee to Franchisor in an Acknowledgment amount equal to five percent (5%) of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current Franchise Agreement and ancillary agreements;standard initial franchise fee being charged by Franchisor for a restaurant utilizing the restaurant design franchised hereunder (or, if such design is not then offered, such fee for the restaurant design closest in interior square footage to the restaurant). EXHIBIT 10(a) (10k) The Franchisee shall pay agrees that if, in the opinion of Franchisor, the price to be paid for the Company a Transfer Fee which restaurant or franchised business appears to be excessive or is $10,000 plus reasonable legal fees and out of pocket expenses. If the transfer is likely to an entity in which you have a 51% or greater ownership interest or to a family trust and the transfer will not result in there being an unsatisfactory return on investment or there being an insufficient cash flow to meet obligations, Franchisor may, without liability to Franchisee, review such opinions with any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expensessuch prospective transferee/purchaser. (11l) The Franchisee shall pay to transferee must at the Company a Transfer Commission equal to ten percent (10%) time of the gross purchase priceproposed transfer meet Franchisor's requirements to have an Operating Partner that has been approved by Franchisor. 3. Franchisor shall not unreasonably withhold its consent to a proposed public offering of securities interests in Franchisee; provided, where allowed by lawhowever, if the Companythat Franchisor may, either directly or indirectly through one in its sole discretion, require as a condition of its representatives approval that Franchisor or another franchiseea company controlling Franchisor has previously made a public offering of Franchisor's or such company's securities. (For the purposes of this Section XIII, refers a purchaser of the Franchised Business to the Franchisee"public offering" shall mean any offering requiring registration under any state or federal securities laws, and any offering exempt from registration but requiring disclosure under any federal law or regulation.) 4. The non-refundable Transfer Commission shall be fully payable prior to any such transfer. Attorneys’ fees at closing are the responsibility of the Franchisee. (B) The Franchisee shall grant no security interest in the Franchised Business franchised business or in any of its assets unless the secured party agrees that in the event of any default by Franchisee under any documents related to the security interest, the Company Franchisor shall have the right and option to be substituted as obligor to purchase the rights of the secured party and upon payment of all sums then due to cure any default of Franchisee. Notwithstanding the foregoingsuch secured party, the Company shall not be construed except such amounts which may have become due as a guarantor or surety for result of any acceleration of the payment dates based upon the Franchisee's default. (C) The 5. Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that condition which must be met by the Franchisee and the transferee are franchisee is necessary and reasonable to assure such transferee’s 's full performance of the obligations hereunder.

Transfer by Franchisee. 12.2.1 Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Company Franchisor has entered into granted this Agreement and granted the license hereunder franchise in reliance on Franchisee’s the business skill and skill, financial capacity, and character of Franchisee and its partners or shareholders. Accordingly, neither Franchisee, Franchisee nor any immediate or remote successor to any part of Franchisee’s 's interest in the Franchised Businessthis franchise, nor any individual, partnership, corporation corporation, or other legal entity which directly or indirectly controls Franchisee, if owns any interest in this franchise or in Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assignsign, transfer, convey, give away, pledgemortgage, mortgage or otherwise encumber any direct or indirect interest in Franchisee this franchise (including any ownership interest in Franchisee), this Agreement, the Franchised Business, or in a substantial portion of the assets (including building and real estate) of the Franchised Business without the prior written consent of Franchisor; provided, however, that the Companytransfer of less than a ten percent (10%) equity interest in Franchisee in a single transaction, which does not have the affect of transferring control (as described in Sections 12.2.2 and 12.2.5 hereof), shall not require the prior approval of Franchisor, provided that Franchisee notifies Franchisor in writing of such transfer within thirty (30) days following such transfer. Any purported assignment or transfer, by operation of law or otherwise, not having the prior written consent of the Company Franchisor shall be null and void and shall constitute a material breach of this Agreement, for which Company Franchisor may then terminate without opportunity to cure pursuant to Section 14 13.2.6 of this Agreement. Transfer includes the transfer of contract, assets or ownership changeAgreement and seek injunctive relief as well as monetary damages. (A) The Company 12.2.2 Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or this franchise, in Franchisee, in this Agreement, in the Franchised Business, or in a substantial portion of the assets (including building and real estate) of the Franchised Business; provided, however, that if a transfer, alone or together with other previous, simultaneous simultaneous, or proposed transfers, would have the effect affect of transferring a controlling interest in the franchise, Franchisee, this Agreement, the Franchised Business, or substantially all of the Company assets (including building and real estate) of the Franchised Business, Franchisor may, in its sole discretion, require any or all of the following as a conditions of its approval: (1) All of Franchisee’s accrued monetary obligations and all other outstanding obligations to the Company (its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, shall be up to date, fully paid and satisfied; (2) The Franchisee shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto, any other franchise agreement or other agreement between Franchisee and the Company, or its subsidiaries, affiliates or suppliers; (3) The Franchisee and each of its shareholders, officer and directors shall have executed a general release under seal, in a form satisfactory to the Company, of any and all claims against the Company and its officers, directors, shareholders and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4) The transferee shall enter into a written assignment, under seal and in a form satisfactory to the Company, assuming and agreeing to discharge all of Franchisee’s obligations under this Agreement; and, if the transferor guaranteed the obligations of Franchisee, the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Company; (5) The transferee shall demonstrate to the Company’s satisfaction that the transferee meets the Company’s educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Franchised Business herein (as may be evidenced by prior related experience or otherwise); has at least the same managerial and financial criteria required of new franchisees and shall have sufficient equity capital to operate the Franchised Business; (6) At the Company’s option, the transferee shall execute (and/or, upon the Company’s request, shall cause all interested parties to execute) for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form of Franchise Agreement then being offered to new franchisees and such other ancillary agreements as the Company may require for the Franchised Business, which agreements shall supersede this Agreement in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher percentage royalty fee or Advertising Fund contribution, and the implementation of additional fees; (7) The Franchisee shall remain liable for all direct and indirect obligations to the Company in connection with the Franchised Business prior to the effective date of the transfer and shall continue to remain responsible for its obligations of nondisclosure, non-competition and indemnification as provided elsewhere in this Agreement and shall execute any and all instruments reasonably requested by the Company to further evidence such liability; (8) At the transferee’s expense, the transferee and its employees shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company may reasonably require; (9) The transferee shall have signed an Acknowledgment of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current Franchise Agreement and ancillary agreements; (10) The Franchisee shall pay to the Company a Transfer Fee which is $10,000 plus reasonable legal fees and out of pocket expenses. If the transfer is to an entity in which you have a 51% or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expenses. (11) The Franchisee shall pay to the Company a Transfer Commission equal to ten percent (10%) of the gross purchase price, where allowed by law, if the Company, either directly or indirectly through one of its representatives or another franchisee, refers a purchaser of the Franchised Business to the Franchisee. The non-refundable Transfer Commission shall be fully payable prior to any such transfer. Attorneys’ fees at closing are the responsibility of the Franchisee. (B) The Franchisee shall grant no security interest in the Franchised Business or in any of its assets unless the secured party agrees that in the event of any default by Franchisee under any documents related to the security interest, the Company shall have the right and option to be substituted as obligor to the secured party and to cure any default of Franchisee. Notwithstanding the foregoing, the Company shall not be construed as a guarantor or surety for the Franchisee. (C) The Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that must be met by the Franchisee and the transferee are necessary and reasonable to assure such transferee’s full performance of the obligations hereunder.

Transfer by Franchisee. Franchisee understands and acknowledges that 1. Neither the rights and duties set forth in this Agreement are personal to Franchisee, and that Company has entered into this Agreement and granted the license hereunder in reliance on Franchisee’s business skill and financial capacity. Accordingly, neither Franchisee, any immediate or remote successor to any part of the Franchisee’s 's interest in the Franchised Business, any individual, partnership, corporation or other legal entity which directly or indirectly controls the Franchisee, if the Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if the Franchisee is a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in the Franchisee or in the Franchised Business without the prior written consent of the Franchisor; provided, however, that the Franchisor's prior written consent shall not be required for a transfer of less than a five percent (5%) interest in a publicly-held corporation or for transfer to a wholly-owned corporation of the Franchisee formed expressly for that purpose. For such purposes, and under this Agreement in general, a publicly held corporation is a "Reporting Company" as that term is defined by the Securities Exchange Act of 1934. The Franchisee must notify the Franchisor in writing at least sixty (60) days prior to the date of the intended assignment. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company Franchisor shall be null and void and shall constitute a material breach of this Agreement, for which Company the Franchisor may then terminate without opportunity to cure pursuant to Section 14 XIII.A. of this Agreement. Transfer includes the transfer of contract, assets or ownership change. (A) 2. The Company Franchisor shall not unreasonably withhold its consent to a transfer of any interest in the Franchisee or in this Agreement; provided. If, however, that if a transfer, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Business, the Company Franchisor may, in its sole discretion, require any or all of the following as conditions of its approval: (1) a. All of the Franchisee’s 's accrued monetary obligations and all other outstanding obligations to the Company (Franchisor, its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, suppliers shall be up to date, fully paid and satisfied; (2) b. The Franchisee shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto, any other franchise agreement or other agreement between the Franchisee and the CompanyFranchisor, or its subsidiaries, affiliates or suppliers; (3) c. The Franchisee and each of its partners, shareholders, officer officers and directors shall have executed a general release under seal, in a form satisfactory to the CompanyFranchisor, of any and all claims against the Company Franchisor and its officers, directors, shareholders and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, ; provided, however, that the Franchisee shall not be required to release the Company Franchisor for violations of federal and state franchise registration and disclosure laws; (4) The transferee shall enter into a written assignment, under seal and in a form satisfactory to the Company, assuming and agreeing to discharge all of Franchisee’s obligations under this Agreement; and, if the transferor guaranteed the obligations of Franchisee, the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Company; (5) d. The transferee shall demonstrate to the Company’s Franchisor's satisfaction that the transferee meets the Company’s Franchisor's educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Franchised Business herein (as may be evidenced by prior related experience experience, Franchisor's testing criteria or otherwise); has at least the same managerial and financial criteria required of new franchisees franchisees; and shall have sufficient equity capital to operate the Franchised Business; (6) e. The transferee shall enter into a written assignment, under seal and in a form satisfactory to the Franchisor, assuming and agreeing to discharge all of the Franchisee's obligations under this Agreement. If the transferee is not an individual, then the shareholders, partners or other owners of the transferee shall jointly and severally guarantee the obligations of the Franchisee under this Agreement in writing in a form satisfactory to he Franchisor; f. At the Company’s Franchisor's option, the transferee shall execute (and/or, upon the Company’s Franchisor's request, shall cause all interested parties to execute) for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form of Franchise Agreement then being offered to new franchisees and such other ancillary agreements as the Company Franchisor may require for the Franchised Business, which agreements shall supersede this Agreement in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher percentage royalty fee or Advertising Fund contribution, and advertising contributions and the implementation of additional other fees; (7) g. The transferee shall upgrade, at the transferee's expense, the Franchised Business to conform to the then current specifications then being used in new Franchised Businesses, and shall complete the upgrading and other requirements within the time specified by the Franchisor; h. The Franchisee shall remain liable for all direct and indirect obligations to the Company Franchisor in connection with the Franchised Business prior to the effective date of the transfer and transfer, shall continue to remain responsible for its obligations of nondisclosure, non-competition noncompetition and indemnification as provided elsewhere in this Agreement and shall execute any and all instruments reasonably requested by the Company Franchisor to further evidence such liability; (8) i. At the transferee’s 's expense, the transferee and its employees Franchisee/General Manager, and Shift Supervisor shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company Franchisor may reasonably requirerequire unless such managers and employees have been trained previously by the Franchisor; (9) j. The transferee shall have signed an Acknowledgment of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-then current Franchise Agreement and ancillary agreements; (10) k. The Franchisee transferor shall pay to the Company Franchisor a Transfer Fee which is $10,000 plus reasonable legal fees and out of pocket expenses. If the transfer is to an entity in which you have a 51% or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expenses. (11) The Franchisee shall pay to the Company a Transfer Commission fee equal to ten thirty percent (1030%) of the gross purchase price, where allowed by law, if then current initial franchise fee to cover the Company, either directly or indirectly through one of its representatives or another franchisee, refers Franchisor's administrative expenses in connection with the proposed transfer; and l. The transferor must provide the Franchisor with a purchaser copy of the Franchised Business to agreements of purchase and sale between the Franchiseetransferor and the transferee. The non-refundable Transfer Commission terms and price of the proposed transaction between the transferor and a transferee shall be fully payable prior to any such transfer. Attorneys’ fees at closing are fair and reasonable in the responsibility sole discretion and based upon the good faith judgment of the FranchiseeFranchisor. NOTE: THIS RIGHT OF APPROVAL SHALL NOT CREATE ANY SPECIAL LIABILITY OR DUTY ON THE PART OF THE FRANCHISOR TO THE PROPOSED TRANSFEREE. (B) 3. The Franchisee shall grant no security interest in the Franchised Business or in any of its assets unless the secured party agrees that in the event of any default by the Franchisee under any documents related to the security interest, the Company Franchisor shall have the right and option to be substituted as obligor to the secured party and to cure any default of the Franchisee. Notwithstanding the foregoing, the Company Franchisor shall not be construed as a guarantor or surety for the Franchisee. (C) 4. The Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that which must be met by the Franchisee and the transferee are necessary and reasonable to assure such transferee’s 's full performance of the obligations hereunder.

Transfer by Franchisee. Franchisee understands (1) Developer acknowledges and acknowledges agrees that the rights and duties set forth in this Agreement are personal to FranchiseeDeveloper and its Owners, and that Company Franchisor has entered into this Agreement and granted the license development rights hereunder in reliance on Franchisee’s the business skill skill, financial capacity and financial capacitypersonal character of Developer and its Owners. Accordingly, Accordingly neither Franchiseethis Agreement (or any interest herein), any immediate part or remote successor all of the ownership of Developer, Stores developed pursuant to this Agreement (or any part of Franchisee’s interest in the Franchised Business, any individual, partnership, corporation or other legal entity which directly or indirectly controls Franchisee, if Franchisee is a corporationtherein), nor any general partner Franchise Agreement executed pursuant to this Agreement (or any limited partner (including any corporation which controlsinterest therein), directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee or in the Franchised Business may be transferred without the prior written consent approval of the Company. Any purported assignment or transferFranchisor, by operation of law or otherwise, not having the written consent of the Company shall be null and void and any such transfer without such approval shall constitute a breach hereof and a material breach event of default under Section 10.B(8) of this Agreement, for which Company may then terminate without opportunity and shall convey no rights to cure pursuant to Section 14 of this Agreement. Transfer includes the transfer of contract, assets or ownership change. (A) The Company shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or interests in this Agreement; provided, howeverDeveloper, that if a transfersuch Stores, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Business, the Company may, in its sole discretion, require any or all of the following as conditions of its approval: (1) All of Franchisee’s accrued monetary obligations and all other outstanding obligations to the Company (its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, shall be up to date, fully paid and satisfied;such Franchise Agreement. (2) The Franchisee shall not be As used in default of any provision of this Agreement, any amendment hereof or successor hereto, any other franchise agreement or other agreement between Franchisee and the Company, or its subsidiaries, affiliates or suppliers; (3) The Franchisee and each of its shareholders, officer and directors shall have executed a general release under seal, in a form satisfactory to the Company, of any and all claims against the Company and its officers, directors, shareholders and employees in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4) The transferee shall enter into a written assignment, under seal and in a form satisfactory to the Company, assuming and agreeing to discharge all of Franchisee’s obligations under this Agreement; and, if the transferor guaranteed the obligations of Franchisee, the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Company; (5) The transferee shall demonstrate to the Company’s satisfaction that the transferee meets the Company’s educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Franchised Business herein (as may be evidenced by prior related experience or otherwise); has at least the same managerial and financial criteria required of new franchisees and shall have sufficient equity capital to operate the Franchised Business; (6) At the Company’s option, the transferee shall execute (and/or, upon the Company’s request, shall cause all interested parties to execute) for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form term "transfer" shall mean and include the voluntary, involuntary, direct or indirect assignment, sale, gift or other transfer by Developer or a Principal Owner of Franchise Agreement then being offered to new franchisees and such other ancillary agreements as the Company may require for the Franchised Business, which agreements shall supersede this Agreement in all respects and the terms Developer of which agreements may differ from the terms of any interest in: (1) this Agreement, including(2) the ownership of Developer, without limitation(3) Stores developed pursuant to this Agreement, a higher percentage royalty fee (4) the assets of any Store developed pursuant to this Agreement (other than in the ordinary course of business), or Advertising Fund contribution(5) any Franchise Agreement entered into pursuant to this Agreement. An assignment, and sale, gift or other transfer shall include the implementation following events: (1) the transfer of ownership of capital stock or partnership interests, (2) merger or consolidation, or issuance of additional fees; securities representing an ownership interest in Developer, (73) The Franchisee shall remain liable for all direct and indirect obligations any sale of voting stock of Developer or any security convertible to the Company in connection with the Franchised Business prior to the effective date voting stock of the Developer, (4) transfer and shall continue to remain responsible for its obligations of nondisclosure, non-competition and indemnification as provided elsewhere interest in this Agreement and shall execute Agreement, Developer, any and all instruments reasonably requested by the Company to further evidence such liability; (8) At the transferee’s expensefranchise granted pursuant hereto, the transferee and its employees shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company may reasonably require; (9) The transferee shall have signed an Acknowledgment of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current Franchise Agreement and ancillary agreements; (10) The Franchisee shall pay to the Company or a Transfer Fee which is $10,000 plus reasonable legal fees and out of pocket expenses. If the transfer is to an entity in which you have a 51% Store or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expenses. (11) The Franchisee shall pay to the Company a Transfer Commission equal to ten percent (10%) of the gross purchase price, where allowed by law, if the Company, either directly or indirectly through one of its representatives or another franchisee, refers a purchaser of the Franchised Business to the Franchisee. The non-refundable Transfer Commission shall be fully payable prior to any such transfer. Attorneys’ fees at closing are the responsibility of the Franchisee. (B) The Franchisee shall grant no security interest in the Franchised Business or in any of its assets unless in a divorce, insolvency, corporate or partnership dissolution proceeding, or otherwise by operation of law, or (5) transfer of an interest in this Agreement, Developer, any franchise granted pursuant hereto, or the secured party agrees that revenue, profits, rights or assets of a Store, in the event of any default the death of Developer or a Principal Owner by Franchisee will, declaration of or transfer in trust, or under any documents related to the security interest, the Company shall have the right and option to be substituted as obligor to the secured party and to cure any default laws of Franchisee. Notwithstanding the foregoing, the Company shall not be construed as a guarantor or surety for the Franchiseeintestate succession. (C) The Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that must be met by the Franchisee and the transferee are necessary and reasonable to assure such transferee’s full performance of the obligations hereunder.

Transfer by Franchisee. 1. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee, and that Company Franchisor has entered into granted this Agreement and granted the license hereunder franchise in reliance on Franchisee’s 's business skill and skill, financial capacity, and personal character. Accordingly, neither Franchisee, Franchisee nor any immediate or remote successor to any part of Franchisee’s 's interest in the Franchised Business, this franchise nor any individual, partnership, corporation corporation, or other legal entity entity, which directly or indirectly controls Franchisee, if Franchisee is a corporation, nor any general partner or any limited partner (including any corporation which controls, directly or indirectly, any general or limited partner) if Franchisee is a partnership, shall sell, assign, transfer, convey, convey or give away, pledge, mortgage or otherwise encumber any direct or indirect interest in Franchisee or in the Franchised Business this franchise without the prior written consent of the CompanyFranchisor. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of the Company Franchisor shall be null and void and shall constitute a material breach of this Agreement, for which Company Franchisor may then terminate without opportunity to cure pursuant to Section 14 XIV.B. of this Agreement. Transfer includes The transfer restrictions described in this Section XIII.B. shall apply to any sale, assignment, transfer, conveyance, or donation of any ownership interest in Franchisee (except for a Franchisee which is a corporation registered under the transfer Securities and Exchange Act of contract, assets or ownership change1934) by any holder of such interest to any party. (A) The Company 2. Franchisor shall not unreasonably withhold its consent to a transfer of any interest in Franchisee or in this Agreementfranchise; provided, however, that if a transfer, alone or together with other previous, simultaneous simultaneous, or proposed transfers, would have the effect of transferring a controlling interest in the Franchised Businessfranchised business, the Company Franchisor may, in its sole discretion, require any or all of the following as conditions a condition of its approvalapproval that: (1a) All of Franchisee’s accrued 's monetary obligations to Franchisor and all or any of its affiliates under this and any other agreements between Franchisee and Franchisor or any affiliate have been satisfied, and all other outstanding obligations related to the Company (its subsidiaries, affiliates and suppliers), and to Franchisee’s vendors, franchised business shall be up to date, fully paid and have been satisfied; (2b) The Franchisee shall is not be in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other franchise agreement or other agreement between Franchisee and the CompanyFranchisor, or its subsidiaries, affiliates or supplierssubsidiaries and affiliates; (3c) The Franchisee and each of its shareholders, officer and directors transferor shall have executed a general release under seal, in a form satisfactory to the CompanyFranchisor, of any and all claims against the Company Franchisor and its officers, directors, shareholders shareholders, and employees employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state state, and local laws, rules rules, and ordinances, provided, however, that Franchisee shall not be required to release the Company for violations of federal and state franchise registration and disclosure laws; (4d) The transferee (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Franchisor may request) shall enter into a written assignment, under seal and in a form satisfactory to the CompanyFranchisor, assuming and agreeing to discharge all of Franchisee’s 's obligations under this Agreement; ; (e) The transferee (and, if the transferor guaranteed the obligations transferee is other than an individual, such owners of Franchisee, a beneficial interest in the transferee shall guarantee the performance of all such obligations in writing in a form satisfactory to the Company; (5as Franchisor may request) The transferee shall demonstrate to the Company’s Franchisor's satisfaction that the transferee meets the Company’s Franchisor's educational, managerial managerial, and business standards; possesses a good moral character, business reputation reputation, and credit rating; has the aptitude and ability to operate conduct the Franchised Business business franchised herein (as may be evidenced by prior related experience business experience, the franchise application, or otherwise); and has at least the same managerial adequate financial resources and financial criteria required of new franchisees and shall have sufficient equity capital to operate the Franchised Businessbusiness; (6f) At the Company’s Franchisor's option, the transferee shall execute (and/or, upon the Company’s Franchisor's request, shall cause all interested parties to execute) ), for a term ending on the expiration date of this Agreement and with such renewal term as may be provided by this Agreement, the standard form of Franchise Agreement franchise agreement then being offered to new System franchisees and such other ancillary agreements including, but not limited to guaranties, as the Company Franchisor may require for the Franchised Businessfranchised business, which agreements shall supersede this Agreement in all respects and the terms of which agreements may differ from the terms of this Agreement, including, without limitation, a higher percentage royalty fee or Advertising Fund rate and advertising contribution, and the implementation of additional fees; (7g) The transferee shall, at transferee's expense and upon the reasonable request of Franchisor, upgrade the restaurant to conform to the then-current standards and specifications for System restaurants, and shall complete the upgrading and other requirements within the time specified by Franchisor; (h) Franchisee shall remain primarily liable for all direct and indirect obligations to the Company in connection with the Franchised Business prior to the effective date of the transfer franchised business and shall continue all covenants to remain responsible for its obligations of nondisclosure, non-competition be kept or performed by Franchisee and indemnification as provided elsewhere in this Agreement and Franchisee shall execute any and all instruments reasonably requested by the Company Franchisor to further evidence such liability; (8) i) At the transferee’s 's expense, the transferee and its employees or transferee's managers shall complete any training programs then in effect for current franchisees upon such terms and conditions as the Company Franchisor may reasonably require;; and (9j) The transferee Except in the case of a transfer to a corporation formed for the convenience of ownership, a transfer fee shall have signed be paid by Franchisee to Franchisor in an Acknowledgment amount equal to five percent (5%) of Receipt of all required legal documents, such as the Franchise Offering Circular and the then-current Franchise Agreement and ancillary agreements; standard initial franchise fee being charged by Franchisor for a restaurant utilizing the restaurant design franchised hereunder (10) The Franchisee shall pay or, if such design is not then offered, such fee for the restaurant design closest in interior square footage to the Company a Transfer Fee which is $10,000 plus reasonable legal fees and out of pocket expenses. If the transfer is to an entity in which you have a 51% or greater ownership interest or to a family trust and the transfer will not result in any change in the daily operational control of the Franchised Business, and if you have obtained our written approval as the Franchise Agreement requires, then you must reimburse the Company only for our reasonable legal fees and expensesrestaurant). (11k) The Franchisee shall pay agrees that if, in the opinion of Franchisor, the price to be paid for the Company a Transfer Commission equal restaurant or franchised business appears to ten percent (10%) of the gross purchase pricebe excessive or is likely to result in there being an unsatisfactory return on investment or there being an insufficient cash flow to meet obligations, where allowed by lawFranchisor may, if the Companywithout liability to Franchisee, either directly or indirectly through one of its representatives or another franchisee, refers a purchaser of the Franchised Business to the Franchisee. The non-refundable Transfer Commission shall be fully payable prior to review such opinions with any such transfer. Attorneys’ fees at closing are the responsibility of the Franchiseeprospective transferee/purchaser. (Bl) The transferee must at the time of the proposed transfer meet Franchisor's requirements to have an Operating Partner that has been approved by Franchisor. 3. Franchisor shall not unreasonably withhold its consent to a proposed public offering of securities interests in Franchisee; provided, however, that Franchisor may, in its sole discretion, require as a condition of its approval that Franchisor or a company controlling Franchisor has previously made a public offering of Franchisor's or such company's securities. (For the purposes of this Section XIII, a "public offering" shall mean any offering requiring registration under 86 50 any state or federal securities laws, and any offering exempt from registration but requiring disclosure under any federal law or regulation.) 4. Franchisee shall grant no security interest in the Franchised Business franchised business or in any of its assets unless the secured party agrees that in the event of any default by Franchisee under any documents related to the security interest, the Company Franchisor shall have the right and option to be substituted as obligor to purchase the rights of the secured party and upon payment of all sums then due to cure any default of Franchisee. Notwithstanding the foregoingsuch secured party, the Company shall not be construed except such amounts which may have become due as a guarantor or surety for result of any acceleration of the payment dates based upon the Franchisee's default. (C) The 5. Franchisee acknowledges and agrees that each of the foregoing conditions of transfer that condition which must be met by the Franchisee and the transferee are franchisee is necessary and reasonable to assure such transferee’s 's full performance of the obligations hereunder.