Common use of Transfer of Interest Clause in Contracts

Transfer of Interest. 12.1 No Working Interest Owner shall have the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 and 13 hereof and Article 7 of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner shall have the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 and 13 hereof and Article 7 VII of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month calendar month following the Month month in which the assignor or assignee shall have furnished the Operator with an executed or photo static photostatic copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 VII of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner shall have the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 and 13 hereof and Article 7 of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month calendar month following the Month month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner 11.1 This Agreement is personal to you and you shall neither sell, assign, transfer nor encumber this Agreement, the Development Rights, or any other interest hereunder, nor suffer or permit any such assignment, transfer or encumbrance to occur directly, indirectly or contingently by agreement or by operation of law without our prior written consent. You understand that this Agreement may not be pledged, mortgaged, hypothecated, given as security for an obligation or in any manner encumbered. The assignment or transfer of any interest, except in accordance with this Section shall constitute a material breach of this Agreement. 11.2 In the event that you are a corporation or desire to conduct business in a corporate capacity, said corporate entity or assignment to a corporate entity (which may include a corporation, limited liability company or partnership) must receive our prior written approval and you agree to comply with the provisions hereinafter specified, including without limitation, personal guarantees by one or more equity owners of all of the obligations of said corporate entity or assignee corporate entity to us and other parties designated by us. The corporate entity or assignee corporate entity shall not engage in any business activities other than those directly related to the operation of the Restaurant(s) pursuant to the terms and conditions of the Franchise Agreements with us, and all assets related to the operation of the Restaurant(s) shall be held by the corporate entity or assignee corporate entity. There shall be no transfer fee charged by us for a one (1) time assignment to a corporate entity. 11.3 If you are a corporation or if your rights hereunder are assigned to a corporate entity, you or those individuals disclosed on Attachment “B” attached hereto shall be the legal and beneficial owner of not less than fifty-one percent (51%) of the outstanding equity of said entity and shall act as such entity’s principal officer. The assignment to a corporate entity will not relieve you of personal liability to us for performance of any of the obligations under this Agreement. Any subsequent transfer of voting rights of the equity of the entity or assignee entity, and any transfer or issuance of equity of the entity or assignee entity shall be subject to our prior written approval. We agree that we will not unreasonably restrict the issuance or transfer of equity, provided that you comply with the provisions of this Section 11, and provided that in no event shall any equity of such corporate entity or assignee corporate entity be sold, transferred or assigned to a business competitor of ours. The articles of organization and governing documents (including by-laws, operating agreement or partnership agreement) of the entity or assignee entity shall reflect that the issuance and transfer of equity is restricted, and all certificates shall bear the following legend, which shall be printed legibly and conspicuously on each certificate: “The transfer of this certificate is subject to the terms and conditions of a Multi-Unit Development Agreement with Kisses From Italy- Franchising LLC dated . Reference is made to said Multi-Unit Development Agreement and related Franchise Agreements and to restrictive provisions of the governing documents of this entity.” 11.4 The entity or assignee entity’s records shall indicate that a stop transfer order shall be in effect against the transfer of any equity, except for transfers permitted by this Section 11. In addition to the foregoing, the equity of such entity or assignee entity shall not be publicly sold or traded without our prior express written consent, which shall be given at our sole discretion. You are strictly prohibited from offering your securities through a public offering or private placement. 11.5 In the event of your death, disability or permanent incapacity, we shall consent to the transfer of all of the interest of you to your spouse, heirs or relatives, by blood or marriage, or if this Agreement was originally executed by more than one party, then to the remaining party(ies) who originally executed this Agreement, whether such transfer is made by your Last Will and Testament or by operation of law, provided that the requirements of Section 11 hereof have been met. In the event that your heirs do not obtain our consent as prescribed herein, your personal representative shall have a reasonable time to dispose of your interest hereunder, which disposition shall be subject to all the terms and conditions for transfers under this Agreement. 11.6 You have represented to us that you are entering into this Agreement with the intention of complying with its terms and conditions and not for the purpose of resale of the Development Rights hereunder. Therefore, you agree that any attempt to assign this Agreement, prior to the time that at least twenty-five percent (25%) of the Restaurant(s) to be constructed hereunder are opened or under construction, except pursuant to Sections 11.2 and 11.3 hereof, shall be deemed to be an event of default. 11.7 Except as provided in Section 11.6, if you receive from an unaffiliated third party and desire to accept a bona fide written offer to purchase your business, Development Rights and interests, we shall have the option, exercisable within thirty (30) days after receipt of written notice setting forth the name and address of the prospective purchaser, the price and terms of such offer, and a copy of such offer and the other information stated in this Section 11.7, to purchase such business, Development Rights and interests, including your right to develop sites within the Development Area, on the same terms and conditions as offered by said third party. In order that we may have information sufficient to enable us to determine whether to exercise this option, we may require you to deliver to us certified financial statements as of the end of your most recent fiscal year and such other information about your business and operations as we may request. If we decline or do not accept the offer in writing within thirty (30) days, you may, within thirty (30) days from the expiration of the option period, sell, assign and transfer your business, Development Rights and interest to said third party, provided we have consented to such transfer as required by this Section 11. Any material change in the terms of the offer prior to closing of the sale to such third party shall constitute a new offer, subject to the same rights of first refusal by us or our nominee, as in the case of an initial offer. Our failure to exercise the option afforded by this Section 11.7 shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section with respect to the proposed transfer. 11.8 You acknowledge and agree that the restrictions on transfer imposed herein are reasonable and are necessary to protect the Development Rights, the System and the Marks, as well as our reputation and image, and are for the protection of us, you and other Multi-Unit Developers and franchisees. Any assignment or transfer permitted by this Section 11 shall not be effective until we receive a completely executed copy of all transfer documents, and we consent in writing thereto. 11.9 Except as provided in Section 11.6 hereof, we agree not to unreasonably withhold our consent to a sale, assignment or transfer by you hereunder. Consent to such transfer otherwise permitted or permissible as reasonable may be refused unless: 11.9.1 All of your obligations created by this Agreement, all other franchise documents, including all Franchise Agreements, and the relationship created hereunder are assumed by the transferee. 11.9.2 All ascertained or liquidated debts of you to us or our affiliated or subsidiary corporations are paid. 11.9.3 You are not in default hereunder. 11.9.4 We are reasonably satisfied that the transferee meets all of our requirements for new Multi-Unit Developers, including but not limited to, good reputation and character, business acumen, operational ability, management skills, financial strength and other business considerations. 11.9.5 Transferee executes or, in appropriate circumstances, causes all necessary parties to execute, our standard form of Multi-Unit Development Agreement, Franchise Agreements for all Restaurants open or under construction hereunder, and such other then-current ancillary agreements being required by us of new Multi-Unit Developers on the date of transfer. 11.9.6 You execute a general release, in a form satisfactory to us, of any and all claims against us, our officers, directors, employees and principal stockholders of any and all claims and causes of action that you may have against us or any subsidiary or affiliated corporations in any way relating to this Agreement or the performance or non-performance thereof by us. 11.9.7 You or transferee pay to us a transfer fee in an amount calculated as Five Thousand Dollars ($5,000) multiplied by the number of Restaurants committed to be developed under this Agreement. Such transfer fee shall cover our reasonable costs in effecting the transfer and in providing training and other initial assistance to transferee. 11.10 Upon the death or mental incapacity of any person with an interest of more than fifty percent (50%) in this Agreement or in you, the executor, administrator or personal representative of such person shall transfer his interest to a third party approved by us within twelve (12) months. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same conditions as any inter vivos transfer. However, in the case of transfer by devise or inheritance, if the heirs or beneficiaries of any such person are unable to meet the conditions stated in Section 11.1 hereof, the personal representative of the deceased shall have a reasonable time, not to exceed twelve (12) months from the date said personal representative is appointed, to dispose of the deceased’s interest in you or in the Development Rights, which disposition shall be subject to all the terms and conditions for transfers contained in this Agreement. It is understood and agreed, however, that notwithstanding the foregoing, the Minimum Performance Schedule shall be complied with as though no such death or mental incapacity had occurred. In the event the interest described above is not disposed of within such time, we shall have the right to assignterminate this Agreement, transferprovided such termination had not previously occurred for failure to perform pursuant to the Minimum Performance Schedule, conveyupon ninety (90) days’ notice to your representative, encumberor we shall have the right to re-purchase same at the same price being sought by your representative. 11.11 Our consent to a transfer of any interest in you or in the Development Rights pursuant to this Section shall not constitute a waiver of any claims we may have against the transferring party, hypothecate or otherwise, dispose nor shall it be deemed a waiver of its Working Interest or part thereof, except in accordance our right to demand exact compliance with the provisions of Articles 12 and 13 hereof and Article 7 any of the Concession Agreementterms of this Agreement by the transferee. 12.2 No 11.12 We shall have the right to assign this Agreement and all of our attendant rights and privileges to any person, firm, corporation or other entity provided that, with respect to any assignment resulting in the subsequent performance by the assignee of any Working Interest shall our functions: (i) the assignee shall, at the time of such assignment, be binding upon financially responsible and economically capable of performing our obligations; and (ii) the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT expressly assume and assignee shall have properly ratified agree to perform such obligations. You expressly affirm and become a party to this Joint Operating Agreement. Any assignment of interestagree that we may sell our assets, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder our rights to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest Marks or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions System outright to a third party; may go public; may engage in a private placement of the Concession Agreementsome or all of our securities; may merge, any Working Interest Owner shallacquire other corporations, upon informing the or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other Working Interest Ownerseconomic or financial restructuring; and, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage with regard to any financial institution, bank or lender any or all of its rights hereunderthe above sales, to secure the prompt payment of sums of moneyassignments and dispositions, principal you expressly and interest so borrowed and the full and faithful discharge of specifically waive any and all obligations which it may undertake to obtain finance claims, demands or damages arising from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject related to the provisions loss of Article 7 said Marks (or any variation thereof) and/or the loss of association with or identification of “Kisses From Italy-Franchising LLC” as Franchisor. Nothing contained in this Agreement shall require us to remain in the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate restaurant business or to a Non-Affiliate all offer the same products and services, whether or part of its rightsnot bearing the Marks, duties and obligations under in the Concession Agreement and event that we exercise our right to assign our rights in this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner shall have the right to assign, transfer, convey, encumber, hypothecate CRI may Transfer all or otherwise, dispose any portion of its Working Interest interest in this Agreement or in the Rochester Mine; provided, however, that CRI shall assure that any instrument of Transfer shall provide for the transferee’s express agreement to assume, perform and be bound by CRI’s obligations under this Agreement. If CRI Transfers the whole of or an undivided interest in this Agreement, each transferee of an undivided interest shall separately pay to RPG the NSR and perform the obligations under this Agreement accruing with respect to such transferee’s interest in and to the Rochester Mine. If CRI Transfers the whole of or an undivided interest in this Agreement, liability for any default under or breach of any obligation under this Agreement shall rest exclusively upon the transferee of such interest in this Agreement which commits the default or breach; provided, however, that no Transfer shall relieve CRI, or its successors and assigns, of any liability or obligation under this Agreement with respect to the interest subject to such Transfer which accrues or arises before the effective date of the Transfer. If CRI Transfers ownership of a segregated portion of the Rochester Mine, any default or breach by the transferee of such segregated portion of the Rochester Mine shall not affect the rights of CRI in the segregated portion of the Rochester Mine retained by it or the rights of the holders or owners of any other segregated portion of the Rochester Mine. Except as provided below, RPG shall not Transfer or create an Encumbrance on all or any part thereof, except of its interest in the NSR. Any attempted Transfer of or creation of an Encumbrance on all or any portion of RPG’s interest in the NSR not in accordance with the provisions terms of Articles 12 this Agreement shall be null and 13 hereof void. Subject to CRI’s Right of First Refusal granted in Section 3.2, on or after January 1, 2014, RPG may Transfer its entire interest in the NSR if such interest is transferred (i) in a single-asset transaction of all of RPG’s ownership interest in the NSR; (ii) for cash consideration; (iii) upon at least thirty (30) days’ advance written notice to CRI; and Article 7 (iv) to a company unrelated to RPG whose principal business is the acquisition, holding, or management of precious metals production royalties and streams. No Transfer of the Concession NSR, however accomplished, will enlarge the obligations or diminish the rights of CRI or RPG except as specifically provided in this Agreement. 12.2 . RPG covenants that any change in ownership of the NSR will be accomplished in such a manner that CRI will be required to make payments and give notice to no more than one Person, and upon breach of this covenant, CRI and its Affiliates may retain all payments otherwise due until the breach has been cured. No assignment of any Working Interest Transfer in or to this Agreement or NSR, however accomplished, shall be binding upon the Operator on CRI until the first Day sixty (60) days after CRI receives from RPG written notice of a Transfer, supported by either originals or certified copies of the Month following instruments evidencing such Transfer, and any court records and proceedings, transcripts, or other documents necessary, in the Month in which opinion of CRI, to establish the assignor validity of such Transfer, accompanied by a notarized agreement, duly executed by the transferee, successor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage consenting to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of be bound by this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner 7.1 PETRO understands and acknowledges that the rights and duties of PETRO set forth in this Agreement are personal to PETRO and that Precision has entered into this Agreement in reliance on PETRO's business experience and financial capacity. Accordingly, PETRO agrees that Precision's express prior written consent shall be a necessary condition precedent to the sale, assignment, transfer, conveyance, gift, pledge, mortgage, encumbrance, or hypothecation of any direct or indirect interest in this Agreement or the rights granted hereunder. Except as specifically provided in this Article, any purported assignment or transfer, by operation of law or otherwise, not having the express prior written consent of Precision shall be null and void; of no effect on Precision, and shall constitute a material breach of this Agreement. PETRO acknowledges and agrees that each condition required to be met by a proposed transferee hereunder is necessary to assure the transferee's full performance of its obligations hereunder. 7.2 Notwithstanding the foregoing, PETRO shall be entitled to transfer, to Getty or to another wholly-owned subsidiary of Getty, its interest in and rights under this Agreement to an entity that is wholly-owned by PETRO provided that PETRO shall provide its guaranty of the transferee. 7.3 Precision's consent to any proposed transfer shall not be deemed to constitute a waiver of any claims Precision may have against any transferor, any right to demand exact compliance with any terms of this Agreement by any transferor or transferee, any future rights or options of Precision, or any provision of this Agreement. 7.4 Precision shall have the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 transfer and 13 hereof and Article 7 of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or any part of its rightsinterest herein, duties and obligations under including its rights of first refusal to any person or legal entity. 7.5 In the Concession case either party shall consolidate or merge into or with another corporation, or in the case either party shall sell or convey to any other person or persons fifty one percent (51%) of that party's outstanding common stock, the other party shall have the right to terminate this Agreement and immediately upon the other party's action set forth herein this Joint Operating Agreementparagraph provided only if the surviving entity has a net worth less than the net worth of the acting party at the time this Agreement was entered into.

Transfer of Interest. 12.1 No Working 7.1 The Significant Shareholders undertake, where lawful, to inform the Companies at least five Business Days in advance of any disposal or transfer (or a series of connected disposals or transfers) of a Significant Interest Owner by it to a third party or third parties (a “Proposed Transfer”). 7.2 The Parties acknowledge that opportunities to undertake a Proposed Transfer may arise at short notice and, accordingly, that where, in the good faith opinion of the Significant Shareholders, compliance with Clause 7.1 would prejudice the successful execution of the Proposed Transfer or the price at which the Proposed Transfer would take place, Clause 7.1 shall have not apply and instead the right Significant Shareholders undertake to assignprovide the Companies with such notice of the Proposed Transfer as is practicable in the circumstances, transfer, convey, encumber, hypothecate or otherwise, dispose provided always that notice of its Working Interest or part thereof, except the Proposed Transfer is provided to the Companies in advance. 7.3 Following the provision by the Significant Shareholders of a notice of Proposed Transfer in accordance with Clause 7.1 or 7.2, the provisions Significant Shareholders shall, where lawful, consult with the Companies as to the timing and manner of Articles 12 such Proposed Transfer, although such obligation to consult shall not prevent any Proposed Transfer by the Significant Shareholders from taking place. 7.4 Upon request from the Significant Shareholders, the Companies shall provide reasonable assistance to the Significant Shareholders in connection with a Proposed Transfer including, without limitation, providing any information reasonably required by the Significant Shareholders in order to execute a block trade of Ninety One plc Shares and/or Ninety One Limited Shares. 7.5 Each Company undertakes that it shall not, and 13 hereof and Article 7 it shall procure that each member of the Concession Agreement. 12.2 No assignment of Ninety One Group shall not, undertake any Working Interest shall transaction in Ninety One plc Shares and/or Ninety One Limited Shares which may reasonably be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party expected to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to any obligation for a division Significant Shareholder to make a general offer in accordance with Rule 9 of the undivided interest in Joint Property. 12.4 Subject to City Code unless Ninety One plc has first obtained the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations approvals required under the Concession Agreement and this Joint Operating AgreementCity Code, or otherwise obtained the necessary waivers or consents from the Takeover Panel, to prevent such obligations applying.

Transfer of Interest. 12.1 No Working Interest Owner (A) For thirty (30) Days after each failure by the Defaulting Party to remedy its default by the thirtieth (30th) Day following notice of default without prejudice to any other rights of the non-defaulting Parties to recover the amounts paid for the Defaulting Party, together with interest accrued on such amount, each non-defaulting Party shall have the right option to assigngive notice to the Defaulting Party requiring the Defaulting Party to transfer its interest to the non-defaulting Parties. To that end if any of the non-defaulting Parties so elect, the Defaulting Party shall be deemed to have transferred and to have empowered the electing non-defaulting Parties to execute on said Defaulting Party's behalf any documents required to effect a transfer, convey, encumber, hypothecate or otherwise, dispose of all of its Working Interest right, title and beneficial interest in and under this Agreement and the Contract, and in all xxxxx and Joint Property to the electing non-defaulting Parties. If requested, each Party shall execute a Power of Attorney in the form prescribed by the Operating Committee. The Defaulting Party shall, without delay following any request from the non-defaulting Parties, do any and all acts required to be done by applicable law or part thereofregulation in order to render such transfer legally valid, except including, without limitation, the obtaining of all governmental consents and approvals, and shall execute any and all documents and take such other actions as may be necessary in accordance with the provisions of Articles 12 order to effect prompt and 13 hereof and Article 7 valid transfer of the Concession Agreementinterests described above, free of all liens and encumbrances. In the event all Government approvals are not timely obtained, the Defaulting Party shall hold its Participating Interests in trust for such non-defaulting Parties who elected to assume such Defaulting Party's Participating Interest. 12.2 No assignment (B) In the absence of an agreement among the non-defaulting Parties to the contrary, any such transfer to the non-defaulting Parties shall be in the proportion that the non-defaulting Parties have paid the amounts due from the Defaulting Party. (C) Subject to Article 12.1(C), on the effective date of such transfer the Defaulting Party shall forthwith cease to be a Party to this Agreement to the extent of the Participating Interest so transferred. The acceptance or non-acceptance by a non-defaulting Party of any Working portion of a Defaulting Party's Participating Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage without prejudice to any financial institution, bank rights or lender any or all of its rights hereunder, remedies such non-defaulting Parties have to secure recover the prompt payment of sums of money, principal and interest so borrowed and outstanding debts (including interest) owed by the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint PropertyDefaulting Party. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner A. This Agreement shall extend to and be binding upon and inure to the benefit of CMI and Reef and their respective successors, assigns and legal representatives. However, it is understood by the parties hereto that this Agreement represents a "personal" covenant between them, and consequently that Reef may not assign in REEF PARTNERS LLC October 31, 2001 whole or part its interest in this Agreement itself, or in its right hereunder to acquire any interest in any Prospect, without the advance written consent of CMI; PROVIDED, that such consent not to be unreasonably withheld; and PROVIDED FURTHER, that nothing herein shall preclude Reef from assigning any such interest hereunder if such transfer of interest is to any joint venture of which Reef or an affiliate is managing venturer, any partnership of which Reef or an affiliate is the managing partner, including but not limited to any partnership formed as the result of, or contemplated by, the Reef Global Energy Ventures Partnerships Registration Statement filed with the United States Securities and Exchange Commission, or to any Reef affiliate due to corporate merger, reorganization of consolidation (collectively, "Reef's Affiliates"). Notwithstanding the foregoing, Reef shall have the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 and 13 hereof and Article 7 of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rightsinterest in any Prospect acquired hereunder AFTER Reef shall have earned assignment of its interest in the Prospect from the Selling Party, duties subject to applicable restrictions in any agreements binding the participants in such Prospect. In the event of an assignment of any interest in a Prospect by Reef, other than as more fully set forth above regarding assignment to Reef's Affiliates, Reef shall preserve the confidentiality of this Agreement by not disclosing to assignee the contents hereof in any form. If such assignment should be to Reef's Affiliates, Reef may disclose to assignee the contents hereof, but shall condition such assignment upon (a) provision that assignee accepts all obligations of this Agreement, including but not limited to the confidentiality provisions hereof, and obligations (b) provision that any further assignments shall be subject to the same restrictions hereunder originally applicable to an assignment by Reef, if such further assignment is made to assignor's affiliate due to corporate merger, reorganization or consolidation; PROVIDED, HOWEVER, that such confidentiality provision shall not apply to disclosure by Reef if Reef believes it is legally obligated to make such disclosure, based upon written legal advice of its attorney. B. In the event that CMI should be sold by its parent company, Global Marine Inc., or undergo any type of corporate merger, reorganization or consolidation resulting in Global Marine Inc. owning less than majority interest in CMI, then CMI shall have the option to terminate this Agreement, effective not less than thirty (30) days after its written notice of same to Reef, in which event CMI shall refund to Reef a portion of Reef's Participation Fee representing the remaining portion (if any) of the current Joint Venture Participation Year as to which Reef shall have already paid such fee to CMI under Paragraph 3 of the Agreement, i.e., a refund amount representing the base annual fee times the remaining days of such Participation Year after the effective termination date divided by the total number of days in such year (using 365 days). CMI and Reef agree that the pending merger of Global Marine Inc. and Santa Fe International Corporation, if accomplished as proposed, would not trigger this provision. C. Nothing in this Agreement shall be construed to create in either party any preferential right to purchase the interest of the other party, in whole or part, in REEF PARTNERS LLC October 31, 2001 any Prospect, after a party has acquired the interest in question in the Prospect under the Concession Agreement and provisions of this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner This Pledge -------------------------------------------------- Agreement shall have create a continuing security interest in the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except Pledged Collateral and shall (a) remain in accordance with the provisions of Articles 12 full force and 13 hereof effect until payment in full and Article 7 termination of the Concession Agreement. 12.2 No assignment of any Working Interest shall Secured Obligations, (b) be binding upon the Operator until Pledgor, his successors and assigns, and (c) inure, together with the first Day rights and remedies of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights Secured Party hereunder, to secure the prompt payment benefit of sums of moneyand be binding upon, principal the Secured Party and interest so borrowed its respective successors, transferees, and the full assigns. Secured Party, and faithful discharge of any its successors and all obligations which it assigns, may undertake to obtain finance from such financial institution for the purpose of collaterally assign this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of Pledge Agreement and its rights, duties and in whole or in part, under this Pledge Agreement to Landlord as collateral for Secured Party's obligations under the Concession Lease, and Landlord can in turn collaterally assign the same as collateral for any credit facility secured in whole or in part by any of the Properties, and Pledgor hereby irrevocably consents and agrees to the same. Upon such collateral assignment: (i) this Pledge Agreement shall inure to the benefit of the Landlord and the lender or lenders providing such credit facility, and Pledgor shall sent Landlord and such lender or lenders a copy of any notice sent by Pledgor to Secured Party under this Pledge Agreement, and Landlord and such lender or lenders shall have the right, but not the obligation to take any action of Secured Party under this Pledge Agreement and (ii) no material amendment, material modification or termination of this Joint Operating AgreementPledge Agreement shall be effective or binding without the written consent of Landlord and such lender or lenders and all such actions taken without such consents shall be void. Upon the payment in full and termination of the Secured Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Secured Party will, at the Pledgor's expense, deliver all Pledged Collateral to the Pledgor, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request and take any other actions reasonably requested to evidence or effect such termination.

Transfer of Interest. 12.1 No Working Interest Owner shall have the right to assign, transfer, convey, encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 and 13 hereof and Article 7 VII of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month calendar month following the Month month in which the assignor or assignee shall have furnished the Operator with an executed or photo static photostatic copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest OwnersOwner(s), assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 VII of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner A) For thirty (30) Days after each failure by the Defaulting Party to remedy its default by the thirtieth (30th) Day following the Defaulting Party's receipt of the Default Notice, without prejudice to any other rights of the non-defaulting Parties to recover the amounts paid for the Defaulting Party, together with interest accrued on such amount, each non-defaulting Party shall have the right option to assigngive notice to the Defaulting Party requiring the Defaulting Party to transfer its Participating Interest to the non-defaulting Parties. To that end if any of the non-defaulting Parties so elect, the Defaulting Party shall be deemed to have transferred and to have empowered the electing non-defaulting Parties to execute on said Defaulting Party's behalf any documents required to effect a transfer, convey, encumber, hypothecate or otherwise, dispose of all of its Working Interest right, title and beneficial interest in and under this Agreement and the Concession, and in all xxxxx and Joint Property to the electing non-defaulting Parties. If requested, each Party shall execute a Power of Attorney in the form prescribed by the Operating Committee. The Defaulting Party shall, without delay following any request from the non-defaulting Parties, do any and all acts required to be done by applicable law or part thereofregulation in order to render such transfer legally valid, except including, without limitation, the obtaining of all Government consents and approvals, and shall execute any and all documents and take such other actions as may be necessary in accordance with the provisions of Articles 12 order to effect prompt and 13 hereof and Article 7 valid transfer of the Concession Agreementinterests described above, free of all liens and encumbrances. In the event all Government consents and approvals are not timely obtained, the Defaulting Party shall hold its Participating Interest in trust for such non-defaulting Parties who elected to assume such Defaulting Party's Participating Interest. 12.2 No assignment B) In the absence of an agreement among the non-defaulting Parties to the contrary, any such transfer to the non-defaulting Parties shall be in the proportion that the non-defaulting Parties have paid the amounts due from the Defaulting Party. C) Subject to Article 12.1(C), on the effective date of such transfer the Defaulting Party shall forthwith cease to be a Party to this Agreement. The acceptance or non-acceptance by a non-defaulting Party of any Working portion of a Defaulting Party's Participating Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage without prejudice to any financial institution, bank rights or lender any or all of its rights hereunder, remedies such non-defaulting Parties have to secure recover the prompt payment of sums of money, principal and interest so borrowed and outstanding debts (including interest) owed by the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint PropertyDefaulting Party. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 7.1 Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer, and are granted in reliance on the business skill, financial capacity and personal character of Developer's members. Accordingly, Developer shall neither directly nor indirectly sell, assign, transfer nor encumber this Agreement, the development rights granted by this Agreement or any other interest hereunder, nor suffer or permit any such assignment, transfer or encumbrance to occur by operation of law or otherwise, without the prior written consent of Good Times, which shall not be unreasonably withheld, and in determining whether to reasonably grant such consent, Good Times shall be entitled to consider, among other elements, the financial capability, the operational experience and the reputation of the proposed transferee. It shall not be unreasonable for Good Times to withhold its consent if such transfer is proposed to be made during the 12 months following execution of this Agreement (unless such transfer is made upon death or mental incompetency pursuant to Section 7.7 below), or if such transfer is not made in conjunction with a simultaneous transfer of all interests held by Developer in the Management Agreement and all Franchise Agreements executed pursuant to this Agreement. Subject to Section 7.5 below, the terms of this Section 7.1 shall be deemed to apply to any direct or indirect sale, resale, pledge, assignment, transfer or encumbrance of the voting stock of or other ownership interest in Developer which would, alone or together with other related, previous, simultaneous or proposed transfers, result in a change of "control" of Developer, meaning the beneficial ownership of 51 percent of the 51% of the membership interests in Developer entitled to vote. 7.2 If Developer receives from a third party, and desires to accept, a bona fide written offer to purchase the development rights granted by this Agreement, Developer shall transmit a copy of such offer to Good Times, and Good Times or its designee shall have the right, but not the obligation, exercisable within 30 days after receipt of such copy and the other information set forth in this Section 7.2, to purchase such development rights on the same terms and conditions as offered by such third party. In order that Good Times may have information sufficient to enable it to determine whether to exercise its right, Developer shall deliver to Good Times such information about the business and operations of Developer as Developer has provided to such third party. If at the end of such period, Good Times does not exercise its right, Developer may, within six months from the expiration of such 30-day period, sell, assign and transfer its development rights hereunder to such third person, provided that Good Times has consented to such transfer as required herein. Any material change in the terms of the offer prior to closing of the sale to such third party shall constitute a new offer, subject to the same rights of first refusal by Good Times or its designee as in the case of an initial offer. Failure by Good Times to exercise the right afforded by this Section 7.2 shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 7.2 with respect to a subsequent proposed transfer. 7.3 Developer acknowledges and agrees that the restrictions on transfer imposed herein are reasonable and are necessary to protect the development rights granted herein, the GOOD TIMES System, as well as Good Times' excellent reputation and image, and are for the protection of Good Times and Developer. Any assignment or transfer permitted by this Article 7 shall not be effective until Good Times receives a completely executed copy of all transfer documents and consents in writing. 7.4 Consent to such assignment or transfer otherwise permitted or permissible as reasonable may be refused unless: (a) All obligations of Developer created by this Agreement, the Site Selection Agreement and Management Agreement or created under any other agreement with Good Times are assumed by the transferee; (b) All of Developer's accrued monetary obligations and all other outstanding obligations to Good Times shall have been satisfied; (c) Developer is not in default in any material respect under this Agreement, the Site Selection Agreement, Management Agreement or any other agreement with Good Times; (d) If any of the Restaurants are being operated pursuant to a Franchise Agreement, Transferee, and such employees of the transferee as Good Times may reasonably designate, complete to Good Times' satisfaction any training program then in effect for developers on Good Times' then current terms prior to the date of transfer; (e) Developer satisfies Good Times that the transferee meets substantially all of the requirements of Good Times for developers, including, but not limited to, good reputation and character, business acumen, operational ability, financial strength and other business considerations; (f) Transferee executes or assumes a development agreement, site selection agreement and management agreement with Good Times containing terms and conditions similar to those of this Agreement, the Site Selection Agreement and Management Agreement; (g) Developer executes a general release, in a form satisfactory to Good Times, of any and all claims against Good Times; and (h) Developer pays to Good Times a transfer fee of $7,500 to reimburse Good Times for its reasonable costs and expenses associated with reviewing and processing the transfer request and for training and providing other initial assistance to transferee. 7.5 Developer shall not make any offering (as such term is defined under the Securities Act of 1933), private or public, of securities of any nature in Developer or a Restaurant without the prior written consent of Good Times, which consent shall not be unreasonably withheld, and all materials to be utilized for the offering shall be submitted to Good Times in connection with the application for such consent. No Working Interest Owner Developer offering may imply (by use of the Trademarks or otherwise) that Good Times is participating as an underwriter, issuer or offeror of Developer's securities; and Good Times' review of any offering shall be limited solely to the subject of the relationship between Developer and Good Times. Developer and other participants in the offering shall fully indemnify Good Times in connection with the offering. For each proposed offering Developer shall pay to Good Times a non-refundable fee of $5,000, or such greater amount as is necessary to reimburse Good Times for its reasonable costs and expenses associated with reviewing the proposed offering. Developer shall give Good Times written notice at least 30 days prior to the commencement of any offering or other transaction covered by this Agreement. 7.6 This Agreement shall inure to the benefit of Good Times, its successors and assigns, and Good Times shall have the right to assign, transfer, convey, encumber, hypothecate transfer or otherwise, dispose assign all or any part of its Working Interest interest herein to any person or part thereoflegal entity, except provided that such person or entity expressly assumes the obligations of Good Times hereunder. 7.7 Upon the death or mental incapacity of Developer, or any person controlling Developer, Developer's rights under this Agreement (or any such person's interest therein) shall terminate and the executor, administrator or personal representative of such person shall transfer such person's rights under this Agreement within six months after such death or mental incapacity his interest to a third party in accordance with the provisions of Articles 12 terms and 13 hereof and Article 7 of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions conditions of this Article 12 7. Immediately following the death or mental incapacity described herein and subject until such transfer is made, Good Times shall have the right to operate any Restaurant being operated pursuant to a Franchise Agreement under the provisions terms of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Management Agreement and this Joint Operating AgreementGood Times shall be indemnified and held harmless for such operation by Developer.

Transfer of Interest. 12.1 No Working Interest Owner shall have Licensor has the right to assignassign this Agreement, transferand all of its rights and privileges. The assignee shall be financially responsible and capable of performing the obligations of Licensor; and shall assume and agree to perform all Licensor obligations under this Agreement. 12.2 With respect to Licensee's obligations, conveythis Agreement is acknowledged to be a personal one, being entered into in reliance upon and in consideration of the singular skill, character, and qualifications of Licensee and its principals, and owners and the trust and confidence reposed therein by Licensor. Therefore, Licensee may not effect an assignment, voluntarily or involuntarily, by operation of law or otherwise, in any manner, without the prior written consent of Licensor. Licensor may impose, among other things, the following conditions precedent to its consent to an assignment: (i) that the assignee (or the principal officers, shareholders or directors of the assignee in the case of a corporate assignee) has the skills, qualifications and economic resources necessary in Licensor's judgment, reasonably exercised, to conduct the business contemplated by this Agreement, and to fulfill the assignee's obligations to the Licensor ; (ii) that as of the date of any such assignment, Licensee shall have fully complied with all of its obligations to Licensor under this Agreement; (iii) that the assignee assumes all of the obligations of Licensee under all leases for the Business, and that Licensee shall not be in default with respect to any of its obligations under said leases; (iv) that assignee pay to Licensor the sum of five thousand dollars ($5,000) as a transfer fee; (v) that in the event of an assignment of this Agreement, Licensor shall require the assignee to execute a new agreement in the form and on the terms and conditions then being offered by Licensor to prospective licensees similarly situated, except that the assignee shall not be obligated to pay an initial license fee. The term of the new agreement shall expire on the date provided herein for the expiration of this Agreement. The execution of the new License Agreement shall, except for the post-term obligations of Licensee under this Agreement, be deemed to terminate this Agreement; (vi) that the assignee, or a manager designated by the assignee, shall have satisfactorily completed at assignee's cost and expense, the initial training program then required of all new licensees of Licensor, unless such training is waived by Licensor, in writing. 12.3 If the Licensee is not, or at any time ceases to be, a publicly traded company, the transfer in the aggregate of more than fifty percent (50 %) of the capital stock or voting power of Licensee if it is a corporation or of more than a fifty percent (50%) interest if it is a partnership, as such parties were originally constituted at the time of the execution of this Agreement, shall be deemed to be an assignment of this Agreement within the meaning of this Article. 12.4 Licensee shall have no right to pledge, encumber, hypothecate or otherwiseotherwise give any third party a security interest in its rights under this Agreement in any manner whatsoever without the prior written permission of Licensor, dispose of its Working Interest or part thereof, except in accordance with the provisions of Articles 12 and 13 hereof and Article 7 of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignmentbe unreasonably withheld. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Property. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner (A) For thirty (30) Days after each failure by the Defaulting Party to remedy its default by the thirtieth (30th) Day following notice of default without prejudice to any other rights of the non-defaulting Parties to recover the amounts paid for the Defaulting Party, together with interest accrued on such amount, each non-defaulting Party shall have the right option to assigngive notice to the Defaulting Party requiring the Defaulting Party to transfer its interest to the non-defaulting Parties. To that end if any of the non-defaulting Parties so elect, the Defaulting Party shall be deemed to have transferred and to have empowered the electing non-defaulting Parties to execute on said Defaulting Party's behalf any documents required to effect a transfer, convey, encumber, hypothecate or otherwise, dispose of all of its Working Interest right, title and beneficial interest in and under this Agreement and the Contract, and in all wells and Joint Property to the electing non-defaulting Partixx. Xf requested, each Party shall execute a Power of Attorney in the form prescribed by the Operating Committee. The Defaulting Party shall, without delay following any request from the non-defaulting Parties, do any and all acts required to be done by applicable law or part thereofregulation in order to render such transfer legally valid, except including, without limitation, the obtaining of all governmental consents and approvals, and shall execute any and all documents and take such other actions as may be necessary in accordance with the provisions of Articles 12 order to effect prompt and 13 hereof and Article 7 valid transfer of the Concession Agreementinterests described above, free of all liens and encumbrances. In the event all Government approvals are not timely obtained, the Defaulting Party shall hold its Participating Interest in trust for such non-defaulting Parties who elected to assume such Defaulting Party's Participating Interest. 12.2 No assignment (B) In the absence of an agreement among the non-defaulting Parties to the contrary, any such transfer to the non-defaulting Parties shall be in the proportion that the non-defaulting Parties have paid the amounts due from the Defaulting Party. (C) Subject to Article 12.1(C), on the effective date of such transfer the Defaulting Party shall forthwith cease to be a Party to this Agreement to the extent of the Participating Interest so transferred. The acceptance or non-acceptance by a non-defaulting Party of any Working portion of a Defaulting Party's Participating Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions of this Article 12 and subject to the provisions of the Concession Agreement, any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage without prejudice to any financial institution, bank rights or lender any or all of its rights hereunder, remedies such non-defaulting Parties have to secure recover the prompt payment of sums of money, principal and interest so borrowed and outstanding debts (including interest) owed by the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint PropertyDefaulting Party. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.

Transfer of Interest. 12.1 No Working Interest Owner 28.1 JOE'S shall have the right to transfer or assign all or any part of its rights or obligations candor this Agreement to any person or legal entity, With respect to any assignment which results in the subsequent performance by the assignee of any of JOE'S' obligations under this Agreement, the assignee shall expressly assume and agree to perform such obligations, and shall become solely responsible for all such obligations of JOE'S under this Agreement from the date of assignment. In addition, and without limitation to the foregoing, ITOCHU expressly affirms and agrees that JOE'S may sell its assets, may sell its securities in a public offering or in a private placement, may merge, acquire other corporations, or be acquired by another corporation, and may undertake a refinancing, recapitalization, leveraged buy-out or other economic or financial restructuring. 28.2 ITOCHU understands that this Agreement is personal to ITOCHU, its reputation and ITOCHU's key management, and acknowledges that JOE'S has granted this license in reliance on the business skill, financial capacity, and personal character of ITOCHU. Accordingly, except ac Set forth below, neither ITOCHU nor any Approved Sublicensee or Subdistributor, without the prior written consent of JOE'S, shall assign, transfer, conveypledge, encumberor otherwise encumber ("Transfer"). (i) this Agreement; (ii) any of the rights and obligations of ITOCHU under this Agreement; (iii) any interest in this Agreement, hypothecate of ITOCHU or any Approved Sublicensee or Subdistributor. JOE'S may grant or withhold its consent to the proposed Transfer, or impose conditions on the proposed Transfer, in its discretion. Any purported Transfer, by operation of law or otherwise, dispose not having the prior written consent of its Working Interest or part thereofJOE'S as required by this Section 27.2, except in accordance with the provisions of Articles 12 shall be null and 13 hereof void, and Article 7 shall constitute a material breach of the Concession Agreement. 12.2 No assignment of any Working Interest shall be binding upon the Operator until the first Day of the Month following the Month in which the assignor or assignee shall have furnished the Operator with an executed or photo static copy of the approval of THE PRESIDENT and assignee shall have properly ratified and become a party to this Joint Operating Agreement. Any assignment of interest, whether it is expressed or implied, shall operate to impose upon the assignee and the assigned interest the proportionate part or share of any unpaid obligations thereto or chargeable hereunder to the assignor and the said assigned interest. An assignment shall not operate to relieve the assigned interest or the assignor from any liability or obligations which accrued prior to such assignment. 12.3 Notwithstanding the provisions terms of this Article 12 and subject Agreement for which JOE'S, as a consequence, immediately may terminate this Agreement pursuant to the provisions of the Concession Agreement, Section 23 without affording ITOCHU or any Working Interest Owner shall, upon informing the other Working Interest Owners, assign, transfer, convey, encumber, pledge, hypothecate or otherwise mortgage purported transferee an opportunity to any financial institution, bank or lender any or all of its rights hereunder, to secure the prompt payment of sums of money, principal and interest so borrowed and the full and faithful discharge of any and all obligations which it may undertake to obtain finance from such financial institution for the purpose of this Joint Operating Agreement. Any such mortgage or hypothecation shall not give rise to a division of the undivided interest in Joint Propertycure. 12.4 Subject to the provisions of Article 7 of the Concession Agreement, a Working Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or part of its rights, duties and obligations under the Concession Agreement and this Joint Operating Agreement.