What conditions might Ben Jerrys require for approval of a transfer?

ng of any proposed transfer of any direct or indirect interest in this Agreement, in OPERATOR, in the Scoop Shop, or in all or substantially all of the assets of the Scoop Shop at least forty-five (45) days before such transfer is proposed to take place. BEN & JERRY'S will review the proposed transfer in connection with BEN & JERRY'S rights under Section 14.6 below and/or to determine whether the proposed terms and transferee(s) meets BEN & JERRY'S standards. OPERATOR authorizes BEN & JERRY'S to communicate with the transferee for the purpose of providing to the transferee any information BEN & JERRY'S deems appropriate. For any proposed transfer, BEN & JERRY'S has the right to require certain conditions for its approval, which may include the following:

• 14.3.1 That OPERATOR and its affiliates shall not have any past due monetary obligations or other outstanding obligations to BEN & JERRY'S and its affiliates (under this Agreement or any other Franchise Agreement, or other agreement, with BEN & JERRY'S and its affiliates), the approved suppliers of the System, or the lessor (or sublessor) of the Premises (or any premises at which another Scoop Shop owned or operated by OPERATOR and its affiliates is located);

• 14.3.2 That OPERATOR and its affiliates shall not be in default of any provision of this Agreement (including the submission of all reports, current to the date of transfer, required by Section 11.3.2), or successor hereto, or any other agreement between OPERATOR and its affiliates and BEN & JERRY'S or its affiliates, the approved suppliers of the System, or the lessor of the Premises; and OPERATOR and its affiliates shall have substantially complied with all the terms and conditions of such agreements during the terms thereof;

• 14.3.3 That OPERATOR, any Owner, any franchisee or developer of BEN & JERRY'S in which OPERATOR and/or any Owner has a beneficial interest, shall execute a general release, in a form prescribed by BEN & JERRY'S, of any and all claims against BEN & JERRY'S and its affiliates, and their respective officers, directors, agents, and employees;

• 14.3.4 That any assignment agreement executed by the transferor and transferee shall be in a form designated by BEN & JERRY'S. The transferee of any owner of a beneficial interest in OPERATOR shall enter into a written agreement, in a form designated by BEN & JERRY'S, agreeing to be bound as an owner under the terms of this Agreement as long as such person or entity owns any interest in OPERATOR. If the transferee is other than an individual, the owners of a beneficial interest in the transferee as BEN & JERRY'S may require, shall guarantee the performance of the transferee's obligations in writing in a form designated by BEN & JERRY'S. Additionally, at the option of BEN & JERRY'S, OPERATOR shall execute, for a term ending on the expiration date of this Agreement, the form of franchise agreement then being offered to new System franchisees (for the type of Ben & Jerry's Shop most similar to the Scoop Shop), and such other ancillary agreements required by BEN & JERRY'S for the business franchised hereunder, which agreements shall supersede this Agreement and its ancillary documents in all respects, and the terms of which may differ from the terms of this Agreement, including a higher royalty and advertising fee, provided, however, that OPERATOR shall not have to pay an initial franchise fee;

• 14.3.5 That the transferee demonstrate to BEN & JERRY'S satisfaction that the terms of the proposed transfer do not place an unreasonable financial or operational burden on the transferee, and that the transferee (or, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as BEN & JERRY'S may require) meets the then-current educational, managerial, socially responsible, and business standards of BEN & JERRY'S (including a demonstration of competence with respect to computer applications, verbal and written language skills, mathematical applications and ability to prepare a business plan); possesses a good moral character, business reputation, and credit rating; has the aptitude and ability to operate the Scoop Shop (as may be evidenced by prior related business experience or otherwise) and absence of conflicting interests; and has adequate financial resources and capital to operate the Scoop Shop. If the transferee is already an OPERATOR under the System, transferee must also meet the current standards for new operators; have the ability to operate multiple Scoop Shops; have existing Scoop Shops that are proximate to the Scoop Shop that is being transferred; own less than eight percent (8%) of the franchised Shops operating under the System; and have a record of customer service and compliance with System standards satisfactory to BEN & JERRY'S. Additionally, if the transferee is an existing operator, and the Scoop Shop to be acquired by the transferee is further than a two-hour drive from the transferee's existing Shop, then the transferee shall be required to have a person who holds a minimum of

twenty percent (20%) beneficial interest in the transferee entity act as the full time manager for the Scoop Shop being transferred under this Agreement;

Source: Item 22 — CONTRACTS (FDD pages 133–134)