If Carvel elects to purchase the Accepted Location after terminating the franchise agreement and the parties cannot agree on a price, how is the purchase price determined?

According to Carvel's 2025 Franchise Disclosure Document, if Carvel chooses to purchase the Accepted Location after the franchise agreement is terminated due to default, and both parties cannot agree on a purchase price within a reasonable timeframe, the price will be determined through an appraisal process.

The appraisal process involves three independent appraisers. The franchisee designates one appraiser, and Carvel designates another. These two appraisers then select a third appraiser. The decision made by the majority of the three appraisers will be considered binding for both parties.

Regarding the fees associated with the appraisal, each party is responsible for covering the fees of the appraiser they designated. The fee for the third appraiser is split, with the franchisee and Carvel each paying 50%. This process ensures an objective valuation of the Accepted Location in the event of a disagreement on price.