What is the relationship between the Anago Personal Guaranty and the Franchise Agreement?

een willing to execute the Franchise Agreement with SUBFRANCHISOR solely on SUBFRANCHISOR be personally obligated SUBFRANCHISOR (and with each other owner of SUBFRANCHISOR) for the performance of each and every obligation of SUBFRANCHISOR (and its owners) under the Franchise Agreement, any amendments or modifications to the Franchise Agreement, any extensions or renewals of the Franchise Agreement, and under each and every agreement ancillary to the Franchise Agreement that has been or hereafter may be entered by SUBFRANCHISOR with FRANCHISOR or with FRANCHISOR's affiliates related to the Franchise Agreement or the business conducted by SUBFRANCHISOR pursuant thereto (all of the aforementioned agreements are collectively referred to as the "Anago Agreements"). | You the condition that each owner of and jointly and severally liable with |

• 1. GUARANTOR'S Covenants, Representations and Guaranty. In consideration of and as an inducement to the execution of the Franchise Agreement by FRANCHISOR, you hereby personally, irrevocably and unconditionally:
  • a. represent and warrant to FRANCHISOR that the exhibits/attachments to the Franchise Agreement are accurate and complete;
  • b. guarantee the prompt payment and performance of all Obligations (as hereinafter defined) of SUBFRANCHISOR under the Anago Agreements;
  • c. agree to be personally bound by, and personally liable for the breach of, each and every provision in the Franchise Agreement and each and every provision in any of the Anago Agreements, as if you were the SUBFRANCHISOR; and

d. agree not to divert any assets to other parties in order to avoid any debt covered by this Guaranty.

The term "Obligations" means the payment of all debts, liabilities and obligations of SUBFRANCHISOR to FRANCHISOR arising under the Anago Agreements, whether direct, indirect, absolute, contingent, matured or unmatured, extended or renewed, wherever and however incurred, together with all costs of collection, compromise and enforcement, including reasonable attorneys' fees, and the prompt performance of each and every covenant, agreement and condition set forth in any of the Anago Agreements.

• 1. Waivers by GUARANTOR. You hereby waive:
  • a. acceptance and notice of acceptance by FRANCHISOR of the foregoing Guaranty;
  • b. notice of demand for payment of any indebtedness or nonperformance by SUBFRANCHISOR of any indebtedness or nonperformance by SUBFRANCHISOR of any of the Obligations;
  • c. presentment or protest of any instrument and notice thereof; and notice of default or intent to accelerate with respect to the indebtedness or nonperformance of any of the Obligations;
  • d. any right you may have to require that an action be brought against SUBFRANCHISOR or any other person as a condition of liability;
  • e. the defense of the statute of limitations in any action hereunder or for the collection or performance of any Obligation;
  • f. any and all rights to payments, indemnities and claims for reimbursement or subrogation that you may have against SUBFRANCHISOR arising from your execution of and performance under this Guaranty;
  • g. any defense based on any irregularity or defect in the creation of any of the Obligations or modification of the terms and conditions of performance thereof;
  • h. any defense based on the failure of FRANCHISOR or any other party to take, protect, perfect or preserve any right against and/or security granted by the SUBFRANCHISOR or any other party;
  • i. any and all other notices and legal or equitable defenses to which you may be entitled.
• 1. Further Agreements and Understandings. You hereby consent and agree that:
  • a. Your direct and immediate liability under this Guaranty will be joint and several with SUBFRANCHISOR and each other GUARANTOR of SUBFRANCHISOR;
  • b. The death or incapacity of any GUARANTOR will not modify, amend or terminate this Guaranty;
  • c. If you should die, become incapacitated, become insolvent or make a general assignment for the benefit of creditors, or if a proceeding under the United States Bankruptcy Code or any similar law affecting the rights of creditors generally shall be filed or commenced by, against or in respect of you or any other GUARANTOR hereunder, any and all obligations of the GUARANTOR shall, at FRANCHISOR's option, immediately become due and payable without notice;
  • d. If any payment or transfer to FRANCHISOR which has been credited against any Obligation is voided or rescinded or required to be returned by FRANCHISOR, whether or not in connection with any event or proceeding described in Section

• 4(c), this Guaranty will continue in effect or be reinstated as though such payment transfer or recovery had not been made;

• e. You will render any payment or performance required under the Franchise Agreement and/or any of the Anago Agreements upon demand if SUBFRANCHISOR fails or refuses punctually to do so;

• f. Your liability hereunder will be construed as an absolute, unconditional, continuing and unlimited obligation without regard to the regularity, validity or enforceability of any of the Obligations, and without regard to whether any Obligation is limited, modified, voided, released or discharged in any proceeding under the United States Bankruptcy Code or any similar law affecting the rights of creditors generally;

• g. Your liability hereunder will not be contingent or conditioned upon FRANCHISOR's pursuit of any remedies against SUBFRANCHISOR or any other person;

• h. This Guaranty will continue in full force and effect for and as to any extension of or modification or amendment to the Franchise Agreement and/or any other of the Anago Agreements and you waive notice of any and all such extensions, modifications or amendments;

• i. Your liability hereunder will not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence, or any waiver that FRANCHISOR may from time to time grant to SUBFRANCHISOR or to any other person, including without limitation, the acceptance of any partial payment or performance, or the compromise or release of any claims (including the release of other owners or guarantors), or the taking of any action by FRANCHISOR which may have the effect of increasing your obligations, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the term of the Franchise Agreement and so long as any performance is or may be owed under any of the Anago Agreements by SUBFRANCHISOR or its owners and so long as FRANCHISOR may have any cause of action against SUBFRANCHISOR or its owners; and

• j. Any and all present and future debts and obligations of the SUBFRANCHISOR to you or any other GUARANTORS are hereby subordinated to the full payment and performance of the Obligations.

• 1. Choice of Law; Jurisdiction and Venue; Arbitration. This Guaranty, and any claims related thereto, shall be governed by and construed in accordance with the laws of the State of Florida. You hereby irrevocably submit to the jurisdiction of the state or federal court which is closest to FRANCHISOR's then current principal place of business (currently Pompano Beach, Florida) in any action or proceeding arising out of or relating, directly or indirectly, to the Guaranty. You hereby irrevocably waive, to the fullest extent you may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and any right to jurisdiction on account of your place of residence or domicile. You agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You further acknowledge and accept as your own the obligation to submit all disputes arising under the Anago Agreements to arbitration in accordance with Section 13.1 of the Franchise Agreement, which provisions are adopted herein as though copied in their entirety.
• 1. Waiver of Right to Jury Trial. GUARANTOR expressly waives the right to a trial by jury for any claims relating directly or indirectly to this Guaranty and/or the Anago Agreements, the negotiation of the Guaranty and/or the Anago Agreements, or the business relationship relating to or arising out of the Guaranty and/or the Anago Agreements.
• 1. Severability. If one or more provision contained in this Guaranty shall be invalid, illegal or unenforceable, in any respect under the laws of any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

By signing below, the undersigned spouse of each Guarantor indicated below, acknowledges and consents to the guaranty given herein by his/her spouse. Such consent also serves to bind the assets of the marital estate to Guarantor's performance of this Guaranty. We confirm that a spouse who signs this Guaranty solely in his or her capacity as a spouse (and not as an owner) is signing merely to acknowledge and consent to the execution of the Guaranty by his or her spouse and to bind the assets of the marital estate as described therein and for no other purpose (including, without limitation, to bind the spouse's own separate property).

EXHIBIT IV – ASSIGNMENT & ASSUMPTION AGREEMENT

AGREEMENT

of the Subfranchise Agreement.

Agreement to ASSIGNEE, subject to the terms and conditions of this Assignment, including, without limitation, ASSIGNOR's agreement to guarantee the performance by ASSIGNEE of its obligations under the Subfranchise Agreement and to continue to be bound by all the provisions

D. FRANCHISOR is willing to consent to the assignment of the Subfranchise

In consideration of the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties agree as follows:

• 1. ASSIGNOR hereby assigns and transfers over to ASSIGNEE all of ASSIGNOR's rights, title and interest in and to the Subfranchise Agreement, effective as of the date of this Assignment.
• 1. ASSIGNEE hereby assumes all of ASSIGNOR's obligations, assignments, commitments, duties, covenants and liabilities under the Subfranchise Agreement, and agrees to be bound by and observe and faithfully perform all of the obligations, assignments, commitments and duties of the Subfranchisor under the Subfranchise Agreement with the same force and effect as if the Subfranchise Agreement were originally written with ASSIGNEE as subfranchisor.
• 1. ASSIGNOR agrees that ASSIGNOR shall continue to be bound by all of the terms, covenants, conditions and obligations of Subfranchisor under the Subfranchise Agreement, including, without limitation, all non-competition, confidentiality and indemnification obligations, and that nothing contained in this Assignment herein shall be deemed to relieve ASSIGNOR of any of ASSIGNOR's obligations in the Subfranchise Agreement. ASSIGNOR further agrees to execute FRANCHISOR's form of personal guaranty, simultaneously with the execution of this Assignment.
• 1. This Assignment is entered into in the State of Florida and shall be construed and interpreted in accordance with its laws, which laws shall control in the event of any conflict of law.
• 1. This Assignment shall be binding and inure to the benefit of the parties and their respective heirs, successors and assigns.
• 1. ASSIGNOR and ASSIGNEE acknowledge and agree that they are bound by the dispute resolution provisions in the Subfranchise Agreement. ASSIGNOR and ASSIGNEE further agree that they have and will continue to have a substantial relationship with FRANCHISOR at its offices in Pompano Beach, Florida and that, with the exception of FRANCHISOR's right to seek injunctive relief in any appropriate jurisdiction as set forth below, any action by or against them arising out of or relating to this Assignment will be commenced, litigated, and concluded only in the state or federal court which is closest to FRANCHISOR's then current principal place of business (currently Pompano Beach, Florida). ASSIGNOR and ASSIGNEE irrevocably submit to the jurisdiction of such court and waive any objection they may have to either the jurisdiction or venue of such court. ASSIGNOR and ASSIGNEE further waive any objection that such court is an inconvenient forum. FRANCHISOR shall have the option, at its sole discretion, of bringing any action seeking equitable relief to enforce the terms of this Assignment in any court of competent jurisdiction in order to prevent real or threatened harm, and ASSIGNOR and ASSIGNEE consent to the entry of injunctive relief, including, without limitation, temporary restraining orders and/or preliminary and permanent injunctions without the requirement of bond, according to the usual equity rules in the jurisdiction in which such relief is sought.

Source: Item 23 — RECEIPTS (FDD pages 62–298)