What is the significance of Exhibit A in relation to the Assignment for Beehive Homes?
Beehive_Homes Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
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- 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
Source: Item 23 — RECEIPTS (FDD pages 34–123)
What This Means (2025 FDD)
According to Beehive Homes' 2025 Franchise Disclosure Document, Exhibit A is a critical component of the Assignment agreement when a franchise is transferred to a corporation, partnership, or limited liability company. Exhibit A lists the shareholders, partners, or members of the entity acquiring the franchise. This exhibit ensures that Beehive Homes knows who has equity interests in the franchise and can control changes in ownership.
The document emphasizes that the individuals listed on Exhibit A represent all parties with equity interests in the assignee entity, and there is no intention to issue additional equity interests. This provision aims to prevent undisclosed ownership changes that could affect the operation or management of the Beehive Homes franchise. If any shareholders, partners, or members are trustees, Exhibit A must also list all persons who are trustees or have beneficial interests in any trust.
Beehive Homes retains significant control over equity transfers, especially those involving trusts. The FDD states that beneficial interests in trusts cannot be assigned or transferred to successor trustees without Beehive Homes' prior written consent. Furthermore, Beehive Homes clarifies that it has not reviewed the organizational documents of the assignee or any related trusts, and its approval of the assignment does not imply approval of these documents. If conflicts arise between these documents and the Assignment agreement or Beehive Homes' ownership policies, the Assignment agreement will take precedence. This protects Beehive Homes' interests and ensures compliance with its franchise standards.