Does a Benihana franchisee need BNC's consent to transfer any interest in the franchise?

by BNC and assumption by the BNC Transferee of BNC's obligations under this Agreement, BNC shall have no further obligations or liabilities under this Agreement.

• 11.2 Franchisee understands and acknowledges that its rights and duties under this Agreement are personal to Franchisee and that BNC has entered into this Agreement in reliance on Franchisee's business skill, financial capacity, and personal character. Accordingly, neither Franchisee nor any individual, partnership, corporation, limited liability company or other legal entity that directly or indirectly owns any interest in the franchise granted in this Agreement, or in Franchisee if Franchisee is a corporation, limited liability company or partnership, shall sell, assign, transfer, convey, or give away any direct or indirect interest in the franchise granted under this Agreement or in any legal entity that owns such franchise rights (a "Disposition") without BNC's prior written consent. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of BNC required by this Section 11.2 shall be null and void.
• 11.2.1 Notwithstanding the foregoing, BNC's prior written consent is not required for a transfer of less than a 5% interest in a corporation registered under the Securities Exchange Act of 1934 ("publicly-held corporation").
• 11.3 A Disposition requiring BNC's prior written consent will also be deemed to occur upon any assignment, sale, pledge, or transfer of any fractional portion of: (a) any partnership ownership interest if Franchisee is a partnership; (b) any membership interest, if Franchisee is a limited liability company; or (c) Franchisee's voting stock, or any increase in the number of outstanding shares of Franchisee's voting stock that results in a change of ownership, if Franchisee is a corporation ("Ownership Interest"). Any new partner, shareholder, member or manager (if Franchisee is a limited liability company), as applicable, will be required to personally guarantee Franchisee's obligations under this Agreement by signing a Personal Guaranty substantially in the form of Exhibit B hereto.

• 11.4 BNC agrees not to unreasonably withhold its consent to any Disposition provided: (a) BNC has not exercised its right of first refusal granted in Section 11.5; (b) all of Franchisee's monetary obligations to BNC have been satisfied in full; (c) Franchisee releases any and all claims it may have against BNC, agrees to remain obligated under the non-competition and non-disclosure of confidential information covenants contained herein, and expressly agrees to remain primarily liable under this Agreement after the transfer for a period of three (3) years (or for the period in which Franchisee receives payment from the Transferee, if longer than three years); (d) BNC is paid an assignment fee of $10,000; (e) the Transferee (i) meets BNC's then-current criteria for new Franchisees, (ii) executes a written agreement assuming all of the Franchisee's obligations under this Agreement and a duplicate original thereof is delivered to BNC, (iii) is of good moral character and reputation, (iv) has a General Manager (who need not be a principal of the Transferee) who has completed the training course then in effect for prospective Franchisees, and (v) has provided BNC with copies of all relevant corporate or partnership documents which shall, among other things, evidence the restrictions on transfer imposed by this Agreement.

Source: Item 22 — CONTRACTS (FDD pages 73–74)