What compliance status must the assignor have with Amorino as of the assignment date?

According to Amorino's 2025 Franchise Disclosure Document, if a franchisee wishes to assign their franchise agreement, they must be in full compliance with the agreement and other related agreements. Specifically, all accrued monetary obligations to Amorino and its affiliates must be up to date, fully paid, and satisfied. Additionally, the franchisee must be in full compliance with the franchise agreement itself, as well as any other agreements between the franchisee and Amorino, its affiliates, and the franchisee's suppliers.

This means that a franchisee cannot transfer their Amorino franchise if they have outstanding debts or are in violation of any terms outlined in their franchise agreement or related agreements. This requirement protects Amorino by ensuring that the franchise is transferred in good standing and that the new franchisee assumes a business that is financially and operationally sound.

Furthermore, the franchisee must request consent in writing and deliver a completed "Amorino Transfer Disclosure Form," along with a copy of the proposed transfer agreements and lease agreement, to Amorino at least 30 days before the proposed transfer. Amorino will then determine, in its sole and reasonable discretion, whether the terms of the sale will materially and adversely affect the post-transfer viability of the franchised business. This allows Amorino to carefully vet potential transferees and ensure that the transfer will not harm the brand or the performance of the franchise.

In addition to these compliance requirements, the assignor must also ensure that the transferee meets Amorino's standards for franchisees, executes Amorino's current franchise agreement, and provides a general release of claims against Amorino. These conditions further safeguard Amorino's interests and ensure a smooth transition of the franchise to a qualified and compliant operator.