How does Aplus define 'transfer' in the context of the Development Agreement?

According to Aplus's 2024 Franchise Disclosure Document, a 'transfer' by the Developer includes several scenarios related to the Development Agreement. Specifically, it encompasses the transfer of the agreement itself, changes in the ownership of the business entity that is a party to the agreement, and transfers of assets.

This definition is important for prospective Aplus developers because it clarifies what actions are considered a transfer and therefore subject to Aplus's approval. Aplus can terminate the Development Agreement if an unapproved transfer occurs, which is considered a non-curable default.

Furthermore, Aplus requires prior written consent for transfers, which Aplus may withhold for any reason based on their sole subjective judgment. However, transfers that do not result in a change of control may be completed without Aplus's prior written consent, provided certain conditions outlined in the development agreement are met. Additionally, if a developer wants to transfer any franchise agreement signed under the development agreement, they need Aplus's written consent and must simultaneously assign the development agreement and all franchise agreements signed under it to the same assignee. The developer must also pay the applicable transfer fee and sign a general release.