What must a prospective All County transferee do to gain approval?

ecurity convertible to your stock to any person or entity other than an existing owner;

• 20.3.4. transfer of an interest in you, this Agreement or the Business in a divorce, insolvency or corporate or partnership dissolution proceeding or otherwise by operation of law;
• 20.3.5. transfer of an interest in you, this Agreement or the Business, in the event of your death or the death of one of your owners, by will, declaration of or transfer in trust or under the laws of intestate succession;
• 20.3.6. pledge of this Agreement (to someone other than us) or of an ownership interest in you as security, foreclosure upon the Business or your transfer, surrender or loss of possession, control or management of the Business; or
• 20.3.7. transferring any of the accounts or clients of the Business to anyone except to another ALL COUNTY® business that has been approved in writing by us or to us or our designees.
• 20.4. Conditions for Approval of Transfer. If you and all owners are in full compliance with this Agreement, we will approve a transfer that meets all of our applicable requirements and otherwise meets our applicable standards for ALL COUNTY® businessfranchisees. A transfer of ownership, possession or control of the Business may be made only in conjunction with a transfer of this Agreement. If the transfer is of this Agreement or a controlling interest in you, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement or a controlling interest in you, all of the following conditions must be met prior to or concurrently with the effective date of the transfer:
  • 20.4.1. Abilities. The transferee and its direct and indirect owners have the moral character, skill, aptitude, attitude, experience, references, credentials, acumen and financial capacity to operate the Business.
  • 20.4.2. Current Accounts. You have paid all Royalties, Ad Fees, amounts owed for purchases from us and all other amounts owed to us or to third party creditors and have submitted all required reports and statements.
  • 20.4.3. Training. The transferee's Managing Owner has agreed to complete training to our satisfaction and does complete training to our satisfaction prior to closing.
  • 20.4.4. Franchise Agreement. The transferee has agreed to be bound by all of the terms and conditions of this Agreement for the remainder of its Term or, at our option, must execute our then current standard form of franchise agreement and related documents used in the state in which your Business is located (which may provide for different royalties, advertising contributions and expenditures, duration and other rights and obligations than those provided in this Agreement). In the event this Agreement is transferred to a third party transferee in accordance with the terms of this Agreement and the remaining Term of this Agreement is two (2) years or less, then you acknowledge that prior to any such transfer you must notify the proposed transferee in writing, with additional written notice to us, that as a required condition of the proposed transfer the transferee must be willing

to execute our then current standard franchise agreement. Our then current franchise agreement shall include a complete term of effectiveness, unless otherwise we agree in writing with the proposed transferee to some other modified term of the franchise agreement, in our sole business judgment.

• 20.4.5. Transfer Fees. You must pay us a transfer fee in the amount of Ten Thousand Dollars ($10,000) at the time of the proposed transfer. In addition to the transfer fee, you agree to pay us our reasonable legal fees and administrative costs incurred, and our reasonable out-of-pocket expenses, including, without limitation, travel, meals, lodging and other investigative expenses involved in meeting with or qualifying the transferee. If the proposed transfer is among your owners or first or second degree relatives, the transfer fee will be waived, although you are required to reimburse us for any reasonable legal and administrative costs we incur in connection with the transfer. Additionally, as a required condition of our approval of any proposed transfer of the Franchised Business, or the proposed transfer of any part of the Territory, to any third party (which shall include any existing ALL COUNTY franchisee), the transferee must agree to pay us a separate fee (the "Transferee Administrative Fee") in the amount of Two Thousand Five Hundred Dollars ($2,500) for administrative and other expenses we incur in connection with the transfer. The Transferee Administrative Fee shall be due from the transferee to us at the same time the transferee executes a franchise agreement with us, or otherwise at the same time the transferee executes any other separate agreement with us making the transfer effective.
  • 20.4.5.1. Transfer Assistance Fee. In the event that you intend to transfer one hundred percent (100%) of the ownership of the Business to a third party purchaser, then you may elect to request us to assist you in the transfer of the Business to an appropriate third party purchaser. In our sole business judgment, we may elect to agree to provide you with such requested assistance with the proposed transfer of the Business. In the event you engage us to assist you in the transfer the Business to an appropriate third party purchaser, then you shall pay us a separate transfer assistance fee (the "Transfer Assistance Fee") in the amount of Twenty Five Thousand Dollars ($25,000).

Source: Item 23 — Receipts (FDD pages 43–157)