What standards must a proposed transferee meet to be approved by Browns Chicken?

t limitation by will, declaration of or transfer in trust or the laws of intestate succession) without the prior written approval of Brown, and any such assignment or transfer without such approval shall constitute a breach hereof and convey no rights to or interests in this Agreement, the Franchise, Franchisee or the Store.

C. Conditions For Approval of Transfer.

If Franchisee and its owners are in full compliance with this Agreement, Brown shall not unreasonably withhold its approval of a transfer that meets all the applicable requirements of this Paragraph. The proposed transferee or its owner must be an individual of good moral character, must not be engaged in any activity which would be prohibited by Section 15 of this Agreement, and otherwise meet Brown's then applicable standards for Brown's franchisees. A transfer of ownership in the Store may be made only in conjunction with a transfer of the Franchise. If the transfer is of the Franchise or a controlling interest in Franchisee, or is one of a series of transfers which in the aggregate constitute the transfer of the Franchise or a controlling interest in Franchisee, all of the following conditions must be met prior to or concurrently with, the effective date of the transfer: (1) the transferee must have sufficient business experience, aptitude and financial resources to operate the Store; (2) Franchisee must pay such royalty fees, advertising contributions, amounts owed for purchases by Franchisee from Brown and its affiliates and all other amounts owed to Brown or its affiliates, which are then due and unpaid; (3) the transferee and/or its personnel must agree to complete Brown's training to Brown's satisfaction; (4) the transferee must agree to execute and be bound by all terms and conditions of Brown's then-current form of standard franchise agreement (which shall be modified as necessary to provide for the same royalty fees and advertising contributions provided herein and for a term equal to the remaining term of this Agreement); (5) if Brown determines that training is required, Brown may charge Franchisee or the transferee a training fee in an amount equal to twenty percent (20%) of the initial franchise fee then customarily charged by Brown for Brown's franchises; (6) Franchisee or the transferee must pay Brown a transfer fee in the amount of Five Thousand Dollars ($5,000); (7) Franchisee and its owners must execute a general release, in form satisfactory to Brown, of any and all claims against Brown, its affiliates and their officers, directors, employees and agents; (8) Brown must approve the material terms and conditions of such transfer, including, without limitation, that the price and terms of payment are not so burdensome as to adversely affect the operation of the Store by the transferee; (9) if Franchisee finances any part of the sale price of the transferred interest, Franchisee and its owners agree that all obligations of the transferee under or pursuant to any promissory notes, agreements or security interests reserved by Franchisee or its owners in the assets of the Store or the Premises shall be subordinate to: (a) the obligations of the transferee to pay royalty fees, advertising contributions and other amounts due to Brown and its affiliates, and otherwise to comply with this Agreement or the franchise agreement executed by the transferee; and (b) the collateral security interest of Brown in the lease of the Premises; (10) Franchisee and its transferring owners must execute a non-competition covenant in favor of Brown and the transferee, agreeing that for a period of not less than five (5) years, commencing on the effective date of the transfer, Franchisee, its owners and members of the immediate family of each owner of Franchisee, will not hold any direct or indirect interest as a disclosed or beneficial owner, investor, partner,

director, officer, employee, consultant, lessor, lender, representative or agent, or in any other capacity, in any retail food service business offering cooked chicken, pasta or sandwiches and located within a radius of five (5) miles of the Premises or any BROWN's Store, or in any entity which is granting franchises or licenses for retail food service businesses featuring cooked chicken, pasta or sandwiches; (11) the transferee (and its owners) shall, at Brown's sole discretion, have executed and agreed to be bound by: (i) an assignment and assumption agreement satisfactory to Brown, whereby the transferee assumes the obligations of Franchisee under this Agreement; or (ii) Brown's then-current form of Franchise Agreement, for a new term (not equal to the remaining term of the assignor's franchise), which may provide for a different rate for royalty fees and Advertising Fund contributions required hereunder; (12) if required, the lessor of the premises of the Store has consented to Franchisee's assignment or sublease of said premises to the proposed transferee; (13) if the transferee, prior to his or her initial contact with Franchisee, had contact with Brown with respect to a franchise opportunity, Franchisee shall pay Brown, in addition to the $5,000 transfer fee described above, a sum equal to ten percent (10%) of the gross sales price relating to the transaction between Franchisee and transferee, but in no event shall such sum be greater than Brown's then-current initial Franchise Fee; (14) the selling Franchisee and its owners will remain liable (and will execute a guaranty if requested by Brown) for the performance by the transferee of its obligations under the Franchise Agreement, for a duration, not to exceed the remainder of the term of the transf

Source: Item 22 — Contracts (FDD page 43)