Can a Bananas Smoothies Frozen Yogurt developer transfer the agreement to a business entity?

11. TRANSFERS.

• 11.1 By Franchisor. This Agreement is fully transferable by Franchisor and inures to the benefit of any assignee or other legal successor to Franchisor's interest, as long as such assignee or successor agrees to be bound by, and assumes all of Franchisor's continuing obligations under it.
• 11.2 By Developer. Developer understands and acknowledges that the rights and duties created by this Agreement are personal to you (or, if you are a corporation, limited liability company or partnership, your Owners) and that Franchisor has granted this Agreement in reliance upon Franchisor's perceptions of the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of Developer (or, if you are a Business Entity, Developer's Owners). Therefore, neither this Agreement (or any interest therein) nor any part or all of the ownership of Developer may be transferred by Developer or Developer's Owners without our prior written approval. Any such transfer without Franchisor's prior written approval constitutes a breach of this Agreement and will convey no rights, or interests in, this Agreement. As used in this Agreement, the term "transfer" includes Developer's (or your Owners') voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in: (a) this Agreement; (b) Developer; or (c) any of the Franchise Agreements.
• 11.3 Transfer to a Business Entity. Notwithstanding Paragraph 11.2 of this Section, if Developer is in full compliance with this Agreement, Developer may transfer this Agreement to a Business Entity that conducts no business other than Developer's EYB Concept businesses and so long as each shareholder, member, partner or any other ownership interest, shall jointly and severally guarantee the performance and full payment of the obligations under this Agreement. Furthermore, Developer may not transfer any ownership interests to anyone who does not meet Franchisor's approval. The organizational or governing documents of the business organization must recite that the issuance and transfer of any

ownership interests in the business organization are restricted by the terms of this Agreement, are subject to Franchisor's approval, and all certificates or other documents representing ownership interests in the business organization must bear a legend referring to the restriction of this Agreement.

11.4 Conditions for Approval of Transfer.

• (a) Application: If Developer (or, if Developer is a Business Entity, Developer's Owners) are in full compliance with this Agreement and all of the Franchise Agreements, Franchisor will not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Section.

The proposed transferee and its owners must be individuals of good moral character and otherwise meet our then applicable standards for developers of EYB Concepts.

• (b) Development Rights: If the transfer of the development rights granted under this Agreement or a controlling interest in the Developer, or if the transfer is one of a series of transfers which in the aggregate constitute the transfer of the development rights granted under this Agreement or a controlling interest in the Developer, all of the following conditions must be met prior to or concurrently with the effective date of the transfer:

• (i) the transferee must have sufficient business experience, aptitude and financial resources to operate Developer's business and develop the Development Area, and must either already own an EYB Concept or is acquiring one or more of them in association with the transfer;

• (ii) Developer agrees to pay Franchisor all amounts owed to Franchisor or Franchisor's affiliates, if any, which are then due and unpaid and submit all required reports and statements which have not yet been submitted, under this Agreement, any Franchise Agreement or any other agreement between Developer (or an affiliate) and Franchisor (or our affiliates);

• (iii) the transferee and/or the transferee's personnel must agree to complete Franchisor's initial training program to Franchisor's satisfaction;

• (iv) the transferee must meet Franchisor's current owner criteria and agree to be bound by and expressly assume all of the terms and conditions of this Agreement for the remainder of its term;

Source: Item 23 — RECEIPT (FDD pages 58–231)