Are there any exceptions to the three-year restriction on transferring equity interest after termination of the Beehive Homes franchise agreement?

its Equity Owner(s). Therefore, Franchisee will not Transfer in any manner, any Equity Interest during the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement, except as expressly permitted in Section 13.3 or 13.4 below. Any Transfer in violation of this Section shall be an Unauthorized Transfer.

• 13.3. Permitted Transfers. Franchisee, and if Franchisee is a corporation or other legal entity, its Equity Owner(s) (or any transferee Equity Owner approved by Franchisor), may engage in Permitted Transfers, as defined in this Section 13.3, only if: (i) all such Permitted Transfers do not in the aggregate result in a change of Control of the Franchisee, an Equity Interest or the Home; (ii) Franchisee or its Equity Owner(s) delivers to Franchisor, at least thirty (30) days prior to the proposed Permitted Transfer, a written notice (the "Permitted Transfer Request") which includes the identity and contact information for all proposed transferees and any other information Franchisor may require in order to review the proposed Permitted Transfer; (iii) Franchisee or its EquityOwner(s) pays to Franchisor a nonrefundable processing fee of Two Thousand Five Hundred Dollars ($2,500.00) with the Permitted Transfer Request; and (iv) Franchisee or its EquityOwner(s) complies with Franchisor's then current procedure for processing Permitted Transfers, including the execution of all documents required by Franchisor, including the then current form of Franchise Agreement in use by the Franchisor, for the assumption by proposed transferees of all duties and

obligations of the transferor relating to this Agreement, the Home and any other agreements between Franchisor and transferor. Permitted Transfer shall mean:

• (a) Affiliate Transfer. Franchisee or, if Franchisee is a corporation or other legal entity its Equity Owner(s), mayTransfer an Equity Interest to an Immediate Family Member of Franchisee, or to another Equity Owner or to an Immediate Family Member of another Equity Owner, provided that such transfer does not relieve the transferring Equity Owner of any obligations under this Agreement or Equity Owner's Guarantee and Assumption of Obligations of this Agreement.

• (b) Trust Transfer. Franchisee or, if Franchisee is a corporation or other legal entity its Equity Owner(s), may Transfer an Equity Interest to a grantor trust (a defined in the Internal Revenue Code of 1986, as amended) provided the transferor or the transferor and the transferor's spouse are the sole trustees of the grantor trust and the transferor and transferor's Immediate Family Members are the sole beneficiaries of the grantor trust.

• (c) Transfer On Death. Upon the death of Franchisee or, if Franchisee is a corporation or other legal entity an Equity Owner, the Equity Interest of the deceased Franchisee or Equity Owner may be Transferred in accordance with such person's will or, if such person dies intestate, in accordance with laws of intestacy governing the distribution of such person's estate, provided that: (i) the transfer on death is to an Immediate Family Member(s) or to a legal entity formed and owned by such Immediate Family Member(s); (ii) within six (6) months after the date of death, such Immediate Family Member(s), or a legal entity formed and owned by such Immediate Family Member(s), meets all of Franchisor's then current requirements for new franchisees and approval by Franchisor, which approval may not be unreasonably withheld; and (iii) such Immediate Family Member(s) or a legal entity formed and owned by such Immediate Family Member(s) signs the Franchisor's then current form of Franchise Agreement, and if the legal entity formed and owned by the Immediate Family Member(s) signs the Franchise Agreement, the Immediate Family Member(s) shall sign the Franchisor's Guarantee and Assumption Agreement.

• 13.4. Authorized Transfers. An Authorized Transfer means any Transfer of an Equity Interest in compliance with this Section 13.4 and with the advance written consent of Franchisor. Franchisor's consent shall be subject to, but not by way of limitation, the following conditions, all of which must be satisfied at or before the date of closing of the Authorized Transfer. Franchisee or its Equity Owner(s) proposing the Transfer shall deliver to Franchisor a written notice (the "Authorized Transfer Request") which identifies, among other things the identity of the proposed transferee and the terms and conditions of the proposed transfer and shall provide all other information reasonably requested by the Franchisor. The Franchisor shall give its written consent or notification of withholding its consent to Franchisee and its Equity Owner(s) within thirty (30) days after compliance or other assurance satisfactoryto Franchisor of compliance with the following conditions:

  • (a) Franchisee or its Equity Owner(s) proposing the Transfer shall pay to Franchisor, with the Authorized Transfer Request, a nonrefundable transfer fee in the amount of Fifteen Thousand Dollars ($15,000.00), to reimburse Franchisor for its reasonable legal, accounting, credit, and investigation expenses incurred in connection with the proposed transfer;

• (b) Franchisee or its Equity Owner(s) proposing the Transfer shall pay to Franchisor at the date of closing of the Transfer a commission equal to six percent (6%) of the gross transfer price if Franchisor or its Affiliate finds or introduces the proposed transferee to Franchisee or its Equity Owner(s);

• (c) Franchisee or its Equity Owner(s) proposing the Transfer shall remedy all defaults under this Agreement and all other agreements they may have with Franchisor or its Affiliates; shall pay all amounts due to Franchisor and its Affiliates through the date of closing of the Transfer;

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