Does Augusta Lawn Care have the right to transfer or assign the Franchise Agreement?

ee of Augusta Lawn Care shall become solely responsible for all obligations of Augusta Lawn Care under this Agreement from the date of assignment. You shall execute such documents or attornment, or other documents, as Augusta Lawn Care may request.

9.2 Franchisee's Condition Right to Transfer

You understand and acknowledge that the rights and duties set forth in this Agreement are personal to You, and that Augusta Lawn Care has granted this franchise in reliance of Your (or, if You are a corporation, partnership, or limited liability company, your principals) business skill, financial capacity and personal character. Accordingly, neither You nor any immediate or remote successor to any part of Your interest in this Agreement, nor any individual, partnership, limited liability company, corporation or other legal entity, which directly or indirectly owns any interest in You, shall sell, assign, transfer, convey, pledge, encumber, merge or give away (collectively, "transfer") this Agreement, any direct or indirect interest in You, or in all or substantially all of the assets of the Franchise without prior written consent of Augusta Lawn Care Any purported assignment or transfer not having the written consent of Augusta Lawn Care, required by Section 9.3, shall be null and void and shall constitute a material breach of this Agreement, for which Augusta Lawn Care may immediately terminate without opportunity to cure pursuant to Section 10.2.1 of this Agreement. The foregoing remedies shall be in addition to any other remedies Augusta Lawn Care may have under this Agreement or at law or in equity.

9.3 Conditions of Transfer

Franchisee shall notify Augusta Lawn Care in writing of any proposed transfer of this Agreement, any direct or indirect interest in You, or in all or substantially all of the assets of Augusta Lawn Care Business, at least thirty (30) days before such transfer is proposed to take place. Augusta Lawn Care shall not unreasonably withhold its consent to any transfer. Augusta Lawn Care may, in its sole discretion, require any or all of the following as conditions of its approval:

• (a) That all of Your accrued monetary obligations and all other outstanding obligations to Franchisor and its affiliates have been satisfied;

• (b) That You are not in default of any provision of this Agreement, any amendment or addendum hereof or successor hereto, or any other agreement between You and Augusta Lawn Care or its affiliates;

• (c) That the transferor shall have executed a general release, in a form prescribed by Augusta Lawn Care, of any and all claims against Augusta Lawn Care and its

• affiliates, and their respective officers, directors, agents, shareholders, and employees;

• (d) That the transferor (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Augusta Lawn Care may request) demonstrate to Augusta Lawn Care's satisfaction that it meets Augusta Lawn Care's educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Augusta Lawn Care Business (as may be evidenced by prior related business experience or otherwise); and has adequate financial resources and capital to operate the Augusta Lawn Care Business, taking into consideration the purchase price paid by the transferee for the Augusta Lawn Care Business;

• (e) That (1) at Augusta Lawn Care's option, (a) the transferee (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Augusta Lawn Care may request) enter into a written assignment, in a form satisfactory to Augusta Lawn Care, assuming and agreeing to discharge all of Your obligations under this Agreement, or (b) the transferee(s) execute, for a term ending on the expiration date of this Agreement and with such renewal term(s) as may be provided by this Agreement, the Augusta Lawn Care's then-current form of franchise agreement and other ancillary agreements as Franchisor may require for the Augusta Lawn Care Business, which agreements shall supersede this Agreement in all respects, and the terms of which may differ from the terms of this Agreement, including, without limitation, higher royalty fees, advertising contributions, or other fees, and a smaller or modified Territory, except that the transferee shall not be required to pay any initial franchise fee; and (2) the transferee's principal guaranty the performance of all such obligations in writing in a form satisfactory to Augusta Lawn Care;

• (f) That You remain liable for all of the obligations to Augusta Lawn Care in connection with the Augusta Lawn Care Business which arose prior to the effective date of the transfer and execute any and all instruments reasonably requested by Augusta Lawn Care to evidence such liability;

• (g) That the transferee (or, if the transferee is a corporation, partnership or limited liability company, a principal of the transferee acceptable to Augusta Lawn Care) and the transferee's manager (if transferee or transferee's principal will not manage the Augusta Lawn Care Business), at the transferee's expense, have successfully completed any training programs then in effect upon such terms and conditions as Augusta Lawn Care may reasonably require and pay Augusta Lawn Care the thencurrent training fee;

• (h) Augusta Lawn Care approves the terms and conditions of the transfer agreement between transferor and transferee; and

(i) You pay to Augusta Lawn Care a transfer fee of $15,000; however, in the case of a transfer to a corporation or limited liability company formed by You for the convenience of ownership (as determined by Augusta Lawn Care in its sole discretion), no such transfer fee shall be required.

9.4 Franchisor's Right of First Refusal

If any party holding any direct or indirect interest in this Agreement, in You, or in all or substantially all of the assets of the Business desires to accept any bona fide offer from a third party to purchase such interest, You shall notify Augusta Lawn Care as provided in Section 9 hereof, and shall provide such information and documentation relating to the offer as Augusta Lawn Care may require. Augusta Lawn Care shall have the right and option, exercisable within thirty (30) days after receipt of such written notification, to send written notice to the seller that Augusta Lawn Care intends to purchase the seller's interest on the same terms and conditions offered by the third party. If Augusta Lawn Care elects to purchase the seller's interest, closing on such purchase shall occur within sixty (60) days from the date of notice to the seller of the election to purchase by Augusta Lawn Care. If Augusta Lawn Care elects not to purchase the seller's interest, any material change thereafter in the terms of the offer from a third party shall constitute a new offer subject to the same rights of first refusal by Augusta Lawn Care as in the case of the third party's initial offer. Failure of Augusta Lawn Care to exercise the option afforded by this Section 9 shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9, with respect to a proposed transfer.

Source: Item 23 — RECEIPTS (FDD pages 44–184)