What is the purpose of the 'Acceptance and Assumption of Obligations' agreement in relation to the Byrider Franchise Agreement and the Finance Entity?

FOR AND IN CONSIDERATION of the foregoing Recitals (which are incorporated in and made a part of this Agreement), the covenants contained herein, and other valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows:

• 1. Our Consent. We hereby consent to your conducting the Financing Activities through the Finance Entity during the Term of the Franchise Agreement, provided that the Finance Entity is and remains either your wholly owned subsidiary or your Affiliate whose owners, and the percentages of the ownership held by each, mirror your ownership structure.
• 1. Acceptance and Assumption of Franchise Agreement. The Finance Entity hereby joins in, accepts and assumes all of the obligations of the "Franchisee" under the Franchise Agreement as if it were a signatory to the Franchise Agreement. The parties agree that all references in the Franchise Agreement to "Franchisee" shall be deemed to be references to both the Finance Entity and you, jointly and severally, and that the Finance Entity's rights with respect to the Financing Activities derive solely from the Franchise Agreement. The Finance Entity and you agree that, unless we provide our prior written consent (which we may withhold or condition at our discretion), the sole business of the Finance Entity will be, and that it will engage only in,

ascribed to them in the Franchise Agreement.

the Financing Activities as they relate to the Business and, further, that it will engage in the Financing Activities in strict compliance with the Franchise Agreement.

• 1. Responsibility for the Acts of the Finance Entity. The grant of our consent under this Agreement is an accommodation to you and is not intended to bifurcate accountability for the "Franchisee's" obligations described in the Franchise Agreement. The Finance Entity and you each acknowledge and agree that an act or omission of one will be deemed to be the act or omission of the other, and each will be responsible for the consequences of that act or omission irrespective of who committed it. Further, a breach by either the Finance Entity or you of the Franchise Agreement will constitute a breach of the entire Franchise Agreement, and both the Finance Entity and you will bear liability for such breach, jointly and severally. While we may elect to do so, we are not required to proceed against the Finance Entity and you jointly or to proceed against one before proceeding against the other.
• 1. Personal Guarantees. Each of the undersigned Guarantors agrees that its guarantee under the Guarantee Agreement of the performance of the "franchisee" shall be deemed to be a guarantee of the performance of both the Finance Entity and you and that all references in the Guarantee Agreement to "franchisee" are deemed to be references to both.
• 1. Dispute Resolution. Any disputes involving this Agreement shall be resolved in accordance with and pursuant to the provisions of the Franchise Agreement applicable to the resolution of disputes under the Franchise Agreement. The parties hereby adopt and incorporate herein all such provisions of the Franchise Agreement (including, without limitation, provisions regarding the obligation to arbitrate, choice of law, and venue).
• 1. Miscellaneous. This Agreement constitutes the entire understanding between the parties with respect to the transaction this Agreement contemplates. This Agreement may be executed in multiple copies, each of which will be deemed an original. Signatures transmitted via facsimile or scanned and emailed shall be given the same force and effect as an original.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.

Source: Item 23 — Receipts (FDD pages 88–335)