Can the ownership of an entity that is the Aw franchisee be transferred without Aw's prior written approval?

ssessing compliance with the System, and/or measuring customer satisfaction in Papa Ray's Pizza Restaurants.

14. OWNERSHIP; ASSIGNMENT

• 14.1 Assignment by the Company. This Agreement and the Franchise are fully assignable by us and will inure to the benefit of any assignee or other legal successor to the interest of the Company herein.
• 14.2 By Franchisee With Approval. You understand and acknowledge that the rights and duties created by this Agreement are personal to you and we have granted the franchise in reliance upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of you (and your Owners). Therefore, except as otherwise provided in Paragraph 14.5 below, neither the franchise, your Papa Ray's Pizza Restaurant or a substantial portion of the assets of your Papa Ray's Pizza Restaurant (or any interest therein) nor any part or all of the ownership of an entity that is the Franchisee may be voluntarily, involuntarily, directly or indirectly, assigned, sold, subdivided, subfranchised or otherwise transferred by you or your Owners (including, without limitation, by merger or consolidation, by issuance of additional securities representing an ownership interest in the Franchisee, or in the event of the death of the Franchisee or an Owner of the Franchisee, by will, declaration of or transfer in trust or the laws of intestate succession) without our prior written

approval. Further, neither your Papa Ray's Pizza Restaurant nor a substantial portion of its assets may be transferred without a concurrent transfer of this Agreement and the franchise rights granted hereunder to the same transferee. Any such assignment or transfer without our prior written approval will constitute a breach of this Agreement and will convey no rights to or interests in the franchise, the franchisee entity, your Papa Ray's Pizza Restaurant or its assets.

• 14.3 Conditions for Approval of Assignment. If you (and your Owners) are in compliance with this Agreement, we will not unreasonably withhold our approval of an assignment, provided that the proposed assignee is, in our opinion, of good moral character and has sufficient business experience, aptitude and financial resources to own and operate a Pap Ray's Restaurant, does not have any conflicting interests unacceptable to us, and otherwise meets our then applicable standards for franchisees. In addition the following conditions must be met prior to, or concurrently with, the effective date of the assignment:
• (a) all obligations of you and your Owners incurred in connection with this Agreement have been assumed by the assignee and, as applicable, its owners;
• (b) you have paid such royalty fees, marketing fund contributions, amounts for purchases and any other amounts owed to us or our affiliates which are then due and unpaid;
• (c) the assignee completes the initial training program required of new franchisees to our satisfaction;
• (d) if required, the lessor of the Premises has consented to your assignment or sublease of the Premises to the proposed assignee;
• (e) the assignee (and, if an entity, its direct or indirect owners) have, at our option, executed and agreed to be bound by either: (a) the form of franchise agreement, owner guarantees and such other ancillary agreements as are then customarily used by us in the grant of franchises for a Papa Ray's Pizza Restaurant, which may provide for royalty fees, marketing fund contributions and other fees and terms and conditions that differ from those contained in this Agreement; or (b) an assignment and assumption agreement satisfactory to us whereby the assignee assumes your obligations under this Agreement;
• (f) You or the assignee must have paid us a transfer fee of Nine Thousand Dollars ($9,000.00). In the event the assignee is an existing franchisee that we have approved for an additional franchise, the transfer fee shall be Five Thousand Dollars ($5,000.00);
• (g) except to the extent limited or prohibited by applicable law, you (and each of your Owners) must have executed a general release, in form satisfactory to us, of any and all claims against us and our affiliates, officers, directors, employees and agents;
• (h) we must have approved the material terms and conditions of the assignment from you to the proposed assignee and must have determined that the price and terms of payment are not so

burdensome as to adversely affect the future operations of your Papa Ray's Pizza Restaurant by the assignee;

• (i) you must have entered into an agreement with us agreeing that any obligations of the assignee to make installment payments of the purchase price to you will be subordinate to the assignee's ongoing obligations to us, including, without limitation, royalty fees, marketing fund contributions, obligations for purchases from us or our affiliates and any other amounts owed to us or our affiliates.
• (j) you and or the assignee must agree to make within a time period we specify reasonable capital expenditures to upgrade, remodel, and/or redecorate the Premises so that Papa Ray's Pizza Restaurant reflects the then-current image intended to be portrayed by a Papa Ray's Pizza Restaurant, including trade dress, color schemes, lay-out and presentation of the Marks. All remodeling and all replacements, upgrades or redecoration of the Premises must be done in accordance with standards and specifications as prescribed by us.

Our consent to an assignment of any interest subject to the restrictions of Paragraph 14.2 or 14.3 will not constitute a waiver of any claims we may have against the assignor, nor will it be deemed a waiver of our right to demand exact compliance with any of the terms or conditions of this Agreement by the assignee.

Source: Item 22 — CONTRACTS (FDD pages 39–40)