What is the process for a Brueggers Bagels franchisee to request consent for a transfer of interest?

usiness entity, on the business skill, financial capacity, and personal character of Franchisee's owners and management). Accordingly, except as provided in Section 16.3, neither you nor any immediate or remote successor to any interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you, will sell, assign, transfer, convey, pledge, encumber or give away any direct or indirect interest in this Agreement, in you, or in substantially all of the assets of the Bakery, without our prior written consent as provided in Sections 16.5 and 16.7, which will not be unreasonably withheld. You must notify us in writing of any proposed transfer at least thirty (30) days before the transfer is to take place, and must provide all information and documentation relating to the proposed transfer that we reasonably request.

• 16.3. Employee Ownership Plan. If Franchisee is a business entity, your owner or owners may, without our prior written consent, sell, assign, transfer or give away to employees of Franchisee an aggregated amount of not more than twenty percent (20%) of Franchisee's outstanding equity, including the equity interest granted to the Operating Partner as required under Section 8.21 above provided: (i) we receive written notice of each transfer at least thirty (30) days before the transfer, which notice must identify the transferee, describe the transferee's position of employment, and include a calculation demonstrating that the planned transfer complies with this Section 16.3; and (ii) the transfer, when combined with all prior transfers of equity in Franchisee, does not result in a transfer of more than twenty percent (20%) of the outstanding equity or in a change of control of Franchisee.
• 16.4. Our Right of First Refusal. We have the right, exercisable within thirty (30) days after receipt of a written request for our approval of a proposed transfer pursuant to this Section 15.2, to purchase the interest proposed to be transferred. The request for approval of transfer must include a true and complete copy of the term sheet, letter of intent, proposed purchase agreement, assignment document, or any other document necessary to implement the transfer, and not be subject to financing or any other contingencies. Our thirty (30) day period for determining whether or not to exercise our right of first refusal will not begin until the transferor has provided all information and documentation required hereunder in a form and substance satisfactory to us. If we desire to exercise our right of first refusal, we will do so by providing written notice (the "Purchase Notice") to the transferor, as follows:
• 16.4.1. If the transfer is proposed to be made pursuant to a sale, we may purchase the interest proposed to be transferred on the same financial terms and conditions offered by the third party. Closing on our purchase will occur within sixty (60) days after the date of the transferor's receipt of the Purchase Notice. If the consideration, terms, and/or conditions offered by the third party are such that we may not reasonably be required to furnish the same

consideration, terms, and/or conditions, then we may purchase the interest proposed to be sold for the reasonable equivalent in cash. If, within thirty (30) days of the transferor's receipt of the Purchase Notice the parties cannot agree as to the reasonable equivalent in cash consideration, an independent appraiser will be appointed by mutual agreement and the determination of the appraiser will be binding. Any material change in the terms of the offer from a third party after we have elected not to purchase the interest sought to be transferred will constitute a new offer subject to the same rights of first refusal by us as in the case of the third party's initial offer.

• 16.4.2. If the transfer is proposed to be made by gift, you and we will jointly designate, at our expense, an independent appraiser to determine the fair market value of the interest proposed to be transferred. We may purchase the interest at the fair market value determined by the appraiser. Closing on the purchase will occur within 45 days after our notice to the transferor of the appraiser's determination of fair market value.
• 16.5. Conditions of Our Consent. If we elect not to exercise our right of first refusal under Section 15.4, the proposed transferor may complete the transfer after obtaining our written consent as required under Section 16.2. We may withhold our consent on any reasonable grounds, or may give our consent subject to reasonable conditions, which may include, but are not limited to, the following:
• 16.5.1. That all of your accrued monetary obligations and all other outstanding obligations to us and our affiliates have been satisfied;
• 16.5.2. That you are not in default of any provision of this Agreement, any amendment hereof or successor hereto, or any other agreement between you and us or our affiliates;

Source: Item 22 — CONTRACTS (FDD page 61)