What is the 'Offer Period' defined as for Chatime's right of first refusal?

According to Chatime's 2025 Franchise Disclosure Document, the 'Offer Period' relates to Chatime's right of first refusal if a franchisee receives an offer from a third party to purchase their business. The 'Offer Period' is defined as the period of 45 days after Chatime receives the written notice (Offer Notice) from the franchisee that details the terms and conditions of the third-party offer.

During this 45-day 'Offer Period', Chatime has the option to accept the offer by providing an 'Acceptance Notice' to the franchisee. The 'Acceptance Notice' may include terms that vary from the original 'Offer Notice', provided that the terms are not commercially less favorable to the franchisee. For instance, if the original offer includes consideration that Chatime cannot reasonably match, Chatime may offer the reasonable equivalent in cash.

If Chatime sends an 'Acceptance Notice' within the 45-day 'Offer Period', the franchisee is obligated to sell the business to Chatime under the terms specified in the 'Offer Notice', as potentially modified by the 'Acceptance Notice'. However, if Chatime does not accept the offer within the 'Offer Period', the franchisee has 60 days after the end of the 'Offer Period' to sell the business to the third party, provided that the sale terms are no less favorable than those initially offered to Chatime. If the franchisee does not complete the sale within this 60-day window, Chatime's right of first refusal is reinstated for any future offers.