Does the Byrider franchise agreement consider a merger or consolidation as a 'Transfer'?

According to Byrider's 2025 Franchise Disclosure Document, a merger or consolidation is considered a 'Transfer' under the franchise agreement. Specifically, any assignment, sale, gift, or other disposition of the franchise includes a merger or consolidation, or the issuance of additional securities or other forms of ownership interest. This means that if a franchisee intends to merge their Byrider franchise with another entity or consolidate it, or plans to issue additional securities, it would be classified as a transfer requiring approval from Byrider.

Byrider maintains that the rights and duties created by the franchise agreement are personal to the franchisee and its owners. As such, Byrider has granted the franchise based on their assessment of the franchisee's character, skills, business acumen, and financial capacity. Therefore, any change in ownership or control, including through a merger or consolidation, necessitates Byrider's prior written approval to ensure the new entity or ownership structure aligns with Byrider's standards.

It is important to note that a transfer without Byrider's approval constitutes a breach of the franchise agreement and has no legal effect. However, a non-controlling (less than 50%) ownership interest in the franchisee (or its owners) may be transferred if the proposed transferee and its direct and indirect owners are of good character and meet Byrider's then-applicable standards for franchisees. All proposed transferees must complete and submit Byrider's current franchise application for review.