Under what conditions can a Bumper Man Franchisee transfer the Bumper Business to another person?

securities; or undertake a refinancing, recapitalization, leveraged buy-out or other economic or financial restructuring; provided that the new owner of Franchisor or the surviving Entity will assume all of Franchisor's obligations hereunder. Franchisor may take or perform any such actions without liability or obligation to Franchisee and Franchisee expressly waives any claims, demands or damages arising from or related to any or all of the above actions or variations thereof.

• (b) Transfer by Franchisee. The rights and duties created by this Agreement are personal to Franchisee, and Franchisor has granted rights under this Agreement in reliance upon the business skill, financial capacity and personal character of Franchisee and its Principals. Accordingly, no Transfer is permitted or authorized without Franchisor's prior written approval, subject to the conditions below.
• (c) Franchisor Assistance Program. If Franchisee so requests, Franchisor may, but is not obligated to, assist Franchisee in the resale of the Bumper Business to another party.
• (d) Conditions for Approval of Transfer. If the proposed Transfer by Franchisee is of this Agreement, Control of Franchisee or substantially all of Franchisee's assets, or is one of a series of Transfers (regardless of the time period over which such Transfers occur) which in the aggregate constitute the Transfer of this Agreement or Control of Franchisee, and if Franchisor has not exercised its right of first refusal under Section 16(g), Franchisor will approve a Transfer

only if the conditions set forth in this Section 16(d), as may be amended by Franchisor from time to time, are met prior to or concurrently with the proposed effective date of the Transfer:

• (i) Franchisee and its Principals have paid all Continuing Service Fees and all other amounts owed to Franchisor and its Affiliates, submitted all required Reports and other statements and data and otherwise are in full compliance with this Agreement as of the date of Franchisee's request for approval of the Transfer and as of the effective date of the Transfer.
• (ii) The proposed transferee (and its direct and indirect owners): (1) have sufficient business experience, aptitude , assets and financial resources to operate the Bumper Business; (2) are individuals that meet Franchisor's then-applicable Standards for Bumper Business franchisees; (3) are not engaged and will not engage in the operation or ownership of a Competitive Business, and will engage only in the operation of the Bumper Business; and (4) will cooperate with reasonable due diligence requests made by Franchisor promptly thereafter and if additional time is reasonably needed, then prior to the proposed effective date of the Transfer.
• (iii) The transferee and its owners as specified by Franchisor will complete the Initial Training.
• (iv) The transferee and each of its owners specified by Franchisor will agree to be bound by all of the terms and conditions of Franchisor's then-current form of franchise agreement and sign the ancillary agreements and documents Franchisor requires for franchisees and any principal.
• (v) Franchisee and the transferee and its owners have agreed to and delivered to Franchisor the material terms and conditions that will comprise the purchase and sale agreement for the Operating Assets and all other assets to be included in the sale of the Bumper Business.
• (vi) Franchisee or the transferee pays to Franchisor a Transfer Fee in

connection with the Transfer which includes the fee for Initial Training as required above.

(vii) Franchisee (and its Principal(s) if Franchisee is an Entity) and Franchisor have executed a general release, in a form satisfactory to Franchisor, releasing Franchisor Indemnitees from any and all claims arising out of the operation of the Bumper Business, excluding claims related to the operation of the Bumper Business by Franchisee or any Principal which have not been expressly assumed by the transferee and its owners and those claims which cannot be released under Applicable Law.

(viii) Franchisee and each Principal must have complied with any other conditions that Franchisor reasonably requires from time to time as part of its transfer policies, provided that such conditions will not be more stringent than any conditions otherwise imposed on new franchisees signing the then-current franchise agreement.

(ix) Franchisee acknowledges that transferee will remit a portion of the purchase price, as determined by Franchisor (but not to exceed 10% of the purchase price of the Bumper Business), to be held by Franchisor in a noninterest bearing account until Franchisee has satisfied all conditions for Transfer set forth in this Agreement and the Manual, including without limitation, transitioning each of Franchisee's Customer accounts to transferee following the effective date of the Transfer. Franchisor may setoff from such portion of the purchase price withheld by Franchisor any amounts owed by Franchisee to Franchisor pursuant to Section 16(d)(i).

(e) Effect of Franchisor's Consent. Any Transfer without Franchisor's consent constitutes an Event of Default rendering such Transfer void and of no effect. Franchisor's consent to a Transfer does not constitute a representation as to the fairness of the terms of any contract between Franchisee and the transferee, a guarantee of the prospects of success of the Bumper Business or transferee, or a waiver or release of any claims Franchisor may have at any time against Franchisee (or its Principals) or of its right to demand the transferee's exact compliance with any of the terms or conditions of this Agreement.

(f) Transfer Upon Death or Permanent Disability. If any Principal that holds a Controlling Interest in Franchisee dies or becomes Permanently Disabled and Franchisor determines that such death or disability adversely affects the operation of the Bumper Business under this Agreement, such Principal's executor, administrator, or other personal representative must Transfer such Principal's interest in this Agreement or his or her interest in Franchisee (including Transfer by bequest or inheritance) to a third party approved by Franchisor in accordance with Section 16(d) within a reasonable period of time, not to exceed six months from the date of death or Permanent Disability. A failure to Transfer the interest of any such Principal in this Agreement or Controlling Interest in Franchisee within this period of time in accordance with the foregoing constitutes an Event of Default.

(g) Franchisor's Right of First Refusal. Upon Franchisee's or any of Franchisee's Principals' desire to make a Transfer, Franchisor may, at its option, exercise its right of first refusal to purchase the Operating Assets of the Bumper Business as set forth in this Section 16(g). Without limiting any of the conditions for consent to Transfer set forth in Section 16(d), Franchisee or its Principal requesting consent to Transfer, as applicable, will deliver to Franchisor a copy of a true and accurate bona fide, executed written offer and evidence of receipt of an earnest money deposit in the amount of at least 5% of the offering price from a responsible and fully disclosed purchaser in an escrow account or, alternatively, such earnest money deposit may be deposited with Franchisor.

Source: Item 23 — RECEIPTS (FDD pages 45–180)