Are a Baya Bar Developer's rights and duties under the Agreement considered personal?

• 6.2 Restrictions on Transfers by Developer.

Developer's rights and duties under this Agreement are personal to Developer, and Franchisor has made this Agreement with Developer in reliance on Franchisor's perceptions of the individual and collective character, skill, aptitude, attitude, business ability, and financial capacity of Developer.

Thus, no transfer, as hereafter defined, may be made without Franchisor's prior written approval.

Franchisor may void any transfer made without such approval.

• 6.3 Transfers by Developer.

Developer shall not directly or indirectly sell, assign, transfer, give, devise, convey or encumber this Agreement or any right granted or interest herein or hereunder (a "Transfer") or suffer or permit any such assignment, transfer, or encumbrance to occur by operation of law unless Developer first obtains the written consent of Franchisor, which Franchisor may or may not grant in Franchisor's sole discretion, and subject to the following:

• 6.3.1 The proposed transferee must be an individual of good moral character and otherwise meet Franchisor's then-applicable standards for multi-unit franchisees.

• 6.3.2 The transferee must have sufficient business experience, aptitude and financial resources to operate multiple Baya Bar outlets and to comply with this Agreement;

• 6.3.3 The transferee has agreed to complete Franchisor's Initial Management Training Program to Franchisor's satisfaction;

• 6.3.4 Developer has paid all amounts owed to (i) Franchisor pursuant to this Agreement and all Franchise Agreements and other agreements between Franchisor and/or Franchisor's affiliates and Developer and (ii) third-party creditors;

Source: Item 23 — RECEIPTS (FDD pages 56–189)