For a Beehive Homes franchise, what agreements must be in good standing before a transfer can occur?

title, and interest of | 4. Assignee must pay all fees and perform all obligations under the Franchise Agreement.

1. Assignor agrees to remain personally bound by, and personally liable for the breach of, each and every provision of the Franchise Agreement, both monetary obligations and obligations to take or refrain from taking specific actions or to engage or refrain from engaging in specific activities, and is not released from any obligations to Bee Hive Homes by this Assignment. After the date of this Assignment, all references to Franchisee in the Franchise Agreement shall refer to both Assignor and Assignee both jointly and severally.

[Alternate paragraph to be used for Assignment to Corporation.]

• 1. Without the prior written consent of Bee Hive Homes, Assignor, Assignee, and Shareholders may not, either voluntarily or by operation of law, make or permit:
  • a) any further transfer or assignment of the Franchise or the Franchise Agreement;
  • b) any pledge or encumbrance of the Franchise;
  • c) any assignment, transfer, or pledge of any equity interest in Assignee including, but not limited to, transfers in any entity that is a Shareholder;
    • d) the creation of new or additional equity interests in Assignee; or
  • e) any amendment of the terms of any organizational documents relating to Assignee.

Equity interests, as used in this Assignment, include direct or indirect equity or beneficial interests in Assignee and the business risks associated with the Franchise including, but not limited to, interests stated as debt that include any type of risk-taking interest or any interest in the profits or appreciation of the Home.

[Alternate paragraph to be used for Assignment to Partnership.]

• 1. Without the prior written consent of Bee Hive Homes, Assignor, Assignee, and Partners may not, either voluntarily or by operation of law, make or permit:
  • a) any further transfer or assignment of the Franchise or the Franchise Agreement;
  • b) any pledge or encumbrance of the Franchise;
  • c) any assignment, transfer, or pledge of any equity interest in Assignee including, but not limited to, transfers in any entity that is a Partner;
    • d) the creation of new or additional equity interests in Assignee;
  • e) the change of a limited partnership interest to a general partnership interest or of a general partnership interest to a limited partnership interest; or
  • f) any amendment of the terms of any partnership agreement or other organizational documents relating to Assignee.

Equity interests, as used in this Assignment, include direct or indirect equity or beneficial interests in Assignee and the business risks associated with the Home including, but not limited to, interests stated as debt that include any type of risk-taking interest or any interest in the profits or appreciation of the Home.

[Alternate paragraph to be used for Assignment to Limited Liability Company.]

• 1. Without the prior written consent of Bee Hive Homes, Assignor, Assignee, and Members may not, either voluntarily or by operation of law, make or permit:
  • a) any further transfer or assignment of the Franchise or the Franchise Agreement;
  • b) any pledge or encumbrance of the Franchise;
  • c) any assignment, transfer, or pledge of any equity interest in Assignee including, but not limited to, transfers in any entity that is a Member;
    • d) the creation of new or additional equity interests in Assignee; or
  • e) any amendment of the terms of any operating agreement or other organizational documents relating to Assignee.

Equity interests, as used in this Assignment, include direct or indirect equity or beneficial interests in Assignee and the business risks associated with the Home including, but not limited to, interests stated as debt that include any type of risk-taking interest or any interest in the profits or appreciation of the Home.

• 1. Assignor, Assignee, and [Shareholders/Partners/Members] represent and warrant that:
• a) they are the only persons or entities with equity interests in Assignee and their ownership interests are as shown on Exhibit A; and
• b) there is no obligation or intention to issue additional equity interests in Assignee.
• 1. If any [Shareholders/Partners/Members] are trustees or trusts:
• a) the beneficial interests in the trusts may not be assigned, transfers to successor trustees or special trustees may not be made even if the transfer is provided for in any trust agreement, and the trust agreement may not be amended without the prior written consent of Bee Hive Homes;
• b) Exhibit A lists all persons who are trustees of any nature or have beneficial interests in any [Shareholder's/Partner's/Member's] trust(s);
• c) this Assignment is not a consent to any future transfers of equity interest(s) of Assignee to any [Shareholder's/Partner's/Member's] trust beneficiaries based on any

condition including, but not limited to, attainment of a certain age or occurrence of any event. All future transfers or vesting of equity interest(s) of Assignee are subject to this Assignment; and

• d) Bee Hive Homes has not reviewed any trust documents of any [Shareholder's/Partner's/Member's] trust; therefore, this Assignment does not constitute an approval by Bee Hive Homes of any documents relating to any [Shareholder's/Partner's/Member's] trust. If any of those documents conflict with or contradict the provisions of this Assignment or Bee Hive Homes ownership policies, Bee Hive Homes will not be bound by those documents and the provisions of this Assignment will control.
• 1. Bee Hive Homes has not reviewed any of Assignee's organizational documents; therefore, this Assignment does not constitute an approval by Bee Hive Homes of any documents relating to Assignee. If any of those documents conflict with or contradict the provisions of this Assignment or Bee Hive Homes ownership policies, Bee Hive Homes will not be bound by those documents and the provisions of this Assignment will control.
• 1. Assignor, Assignee, and [Shareholders/Partners/Members] acknowledge that: (i) Bee Hive Homes has not provided any tax or other advice in connection with this Assignment; (ii) Bee Hive Homes approval of this Assignment does not constitute tax advice; and (iii) Bee Hive Homes has not reviewed or evaluated the validity of Assignee or of any trusts or entities with an equity interest in Assignee.

[Additional paragraph to be used for Assignment to Corporation.]

• 1. a) Assignor or Assignee must include the following legend on all issued and outstanding shares of stock of Assignee: This stock may not be pledged, sold, assigned or otherwise transferred, in whole or in part, voluntarily or by operation of law, without the prior written consent of Bee Hive Homes, Inc. Any and all transfers are also subject to the terms of the Franchise, including the Franchise Agreement, or other applicable agreements, for each Bee Hive Homes Franchise operated by ______________________ [Corporation].

• b) If Bee Hive Homes requests, Assignor or Assignee must send to Bee Hive Homes a copy of all outstanding certificates of stock of Assignee.

• 1. No [Shareholders/Partners/Members] are granted approved owner/operator status by this Assignment. However, Assignee and [Shareholders/Partners/Members] must abide by those provisions of the Franchise Agreement relating to the maintenance and protection of the Bee Hive Homes System (as defined in the Franchise Agreement) including, but not limited to, those provisions requiring confidentiality and regulating involvement in other or similar residential care or assisted living businesses. A breach of this covenant is a material breach of the Franchise Agreement and entitles Bee Hive Homes to enforce all remedies available including, but not limited to, the termination of the Franchise.
• 1. The parties' respective successors, assigns, heirs, and personal representatives are bound by this Assignment. All obligations, agreements, representations, and warranties made by more than one party will be joint and several even if it is not so stated in the relevant paragraph.

Source: Item 23 — RECEIPTS (FDD pages 34–123)