Is a Bor Restoration franchisee required to pay a Transfer Fee?

"Transfer Fee" is 50% of the then-current IFF charged to new franchisees. If we are not offering franchises at that time, the Transfer Fee will be 50% of the IFF you paid.

• d.

If a Proposed Transfer is only among existing natural-person franchisees, existing shareholders, equity holders, or members of a corporate or limited liability company franchisee, or among existing partners of a partnership franchisee, and if there is no Change of Control, then there will be no Transfer Fee, and we will not be entitled to exercise our "Right of First Refusal" which is described below.

We may require the Transferee to sign a guaranty if they have not already done so.

All other conditions to the approval of a Proposed Transfer will, however, apply.

If the Proposed Transfer under this subsection could result in a Change in Control, then all of our rights apply, and such Transfer will be subject to our approval

• c.

As a condition of any Transfer otherwise permitted under this Franchise Agreement, you agree as follows,

• i. you will notify us of a Proposed Transfer by sending written notice to us and enclosing a copy of the written offer from the Proposed Transferee;

• ii. you will also notify the Proposed Transferee of our rights to review and consent to the Proposed Transfer;

• iii. you must be in Compliance with this Franchise Agreement and not be in default at the time you request the transfer;

• iv. all accounts payable and other monetary obligations to any Affiliate or us must be paid in full;

• v. you must have timely submitted all required reports, financial statements, and other documents;

• vi. the terms and conditions of the Proposed Transfer must be provided in writing to us;

• vi. if approved, the Proposed Transferee must sign the then-current form of the franchise agreement, which may contain terms, covenants, and conditions that are significantly different from those found in this Franchise Agreement;

• vii. the Proposed Transferee must attend training and pay tuition (if any) that is then being charged to new franchisees.

The Proposed Transferee will also pay for their travel, room, and board expenses for such training;

• viii. the Proposed Transferee, or you must pay the Transfer Fee upon execution of the franchise agreement by the Proposed Transferee;

• a.

In determining the acceptability of the Proposed Transferee, we will consider, among other things, our then-current standards for new franchisees, including the net worth, creditworthiness, background, training, personality, reputation, and business experience of the Proposed Transferee, the terms and conditions of the Proposed Transfer, and any circumstances that would make the transfer contrary to our Reasonable Business Judgment or the best interests of the System.

• b.

We may meet with the Proposed Transferee and candidly discuss all matters relating to the Franchise Agreement and the Franchised Business.

In no case will you or a Proposed Transferee rely on us to review or evaluate any Proposed Transfer.

We will not be liable to you, the Proposed Transferee, or any other Person or entity relating to the Transfer.

Source: Item 23 — Receipts (FDD pages 40–202)