Under what conditions will B Bops not unreasonably withhold consent for a transfer of the Development Agreement?

| G. "Cause" defined-curable defaults1 | Section 11 | You will have thirty days after receipt of written notice to cure any default in the performance of any covenant or obligation under the Development Agreement (apart from any obligation as to which no right of cure exists - see below). | |---------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | H. "Cause" defined-non-curable defaults1 | Section 11 | Use of the Licensed System or the Licensed Marks at any location except as authorized by a franchise agreement with the Company; insolvency proceedings (including an assignment for the benefit of creditors, appointment of a receiver or similar officer or the commencement of bankruptcy proceedings) involving you or any of your owners who hold a controlling interest or who are responsible for management; conviction or plea of guilty or no contest by you or any of your owners to any felony or any crime relating to operation of any Franchise; any purported transfer of the Development Agreement, the development rights or any ownership interest which fails to comply with Section 13 of the Development Agreement; termination of any franchise agreement with the Company; and any willful or fraudulent misrepresentation to the Company in connection with the development rights. | | I. Your obligations on termination/non-renewal | Section 11 | Your right to develop additional franchises immediately terminates forfeiture of remaining development fee not previously applied toward initial franchise fees; and loss of exclusive right to develop defined trade area. | | J. Assignment of contract by the Company | Section 15 | The Company may transfer the Development Agreement, provided the transferee agrees to perform the Company's obligations thereunder. | | K. "Transfer" by you - defined | Section 13 | Includes any transfer of the Development Agreement, or any transfer of interest or merger in or involving any entity owning the development rights. | | L. The Company's approval of transfer by you | Section 13 | The Company has the right to approve all transfers, but will not unreasonably withhold its consent provided you satisfy certain conditions. |

| M. Conditions for the Company approval of transfer | Section 13 | Proposed transferee must satisfy the Company's current standards for new developers; assumption of Development Agreement; execution of general release (to the extent permitted by Minnesota law) and nondisclosure and noncompetition agreement; payment of $3,000 transfer fee; compliance with transfer provisions of Franchise Agreement if any Franchises simultaneously being transferred; and compliance with right of first refusal granted to the Company.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 40–49)