Is Beyond Juicery Eatery permitted to sell any arrangement it may have with a franchisee?

ant to the above referenced Franchise Agreement, that approval being conditioned upon the execution of this Real Estate Option to Purchase in the event Franchisee owns or controls the real estate;

WHEREAS, Franchisee seeks Beyond Juicery + Eatery's approval for particular real estate.

NOW THEREFORE, it is hereby agreed as follows:

• 1. Option. Franchisee hereby grants to Beyond Juicery + Eatery the option to purchase the real estate described in Exhibit "A" (and hereinafter referred to as the "Real Estate") upon the expiration without renewal or termination of the Franchise Agreement. Any transfer, renewal, extension, or amendment of the Franchise Agreement shall not affect this Option Agreement unless expressly provided. The terms of the Option rights are as follows:
• A. Exercise of Option. Within fifteen (15) days following the termination or expiration without renewal of the Franchise Agreement as provided for in the Franchise Agreement, Beyond Juicery + Eatery may notify Franchisee in writing of its intention to exercise this option to purchase the Real Estate, and which notice shall constitute an agreement to purchase the Real Estate conditioned upon Beyond Juicery + Eatery obtaining any necessary financing and the real estate being inspected, the results are satisfactory to Beyond Juicery + Eatery. The closing of the sale shall occur as soon as all documentation and other matters have been completed, including obtaining of any necessary financing and inspections, but in any event not later than one hundred twenty (120) days after the date upon which the fair market value of the Real Estate is established, as provided in Paragraph B below, unless the parties hereto agree to a later closing date.
• B. Fair Market Value. The parties will attempt to agree upon a fair price for the purchase of the Real Estate, but upon failing to do so within thirty (30) days from the date of the exercise of this option by Beyond Juicery + Eatery, Beyond Juicery + Eatery shall select and pay for the services of a qualified appraiser to establish the fair market value of the Real Estate, and a copy of that appraisal shall be provided to Franchisee. Within ten (10) days after Franchisee receives the written appraisal, Franchisee shall advise Beyond Juicery + Eatery, in writing, as to whether Franchisee

accepts the appraisal. If the appraisal is acceptable to both Beyond Juicery + Eatery and Franchisee, then the amount stated therein shall be the purchase price. If Franchisee rejects the value stated in the appraisal, then Franchisee must notify Beyond Juicery + Eatery of its rejection within the ten (10) day period (failing to so notify shall be deemed to be an acceptance) and thereafter Franchisee shall select and pay for the services of a qualified appraiser to appraise the value of the property within fifteen (15) days thereafter. Franchisee shall provide Beyond Juicery + Eatery with a copy of the appraisal so obtained, within thirty (30) days after its rejection of the appraisal obtained by Beyond Juicery + Eatery. If Beyond Juicery + Eatery accepts the value stated therein, then the amount stated therein shall be the purchase price. If Beyond Juicery + Eatery rejects the value stated in this appraisal, then two appraisers shall select a third appraiser within the 15 days thereafter, whose determination of fair market value as to the property shall be final and binding on the parties. The cost of the third appraiser shall be paid equally by both Beyond Juicery + Eatery and the Franchisee.

C. Possession. Upon receipt of Beyond Juicery + Eatery notice that it is exercising the option to purchase, Franchisee shall immediately vacate the premises and transfer possession of them to Beyond Juicery + Eatery. From the date of possession to the date of closing, Beyond Juicery + Eatery shall pay on or before Friday of each week a per diem rate equal to .002 of the assessed value on the property, with the final adjustment to be made at closing equal to .002 of the purchase price for the real estate. All utilities and taxes shall be prorated as of the date of possession.

Source: Item 10 — FINANCING (FDD pages 33–34)