What is the process for a Chicken Guy developer to request a transfer?

ual to serve as the Development Principal. The Development Principal as of the date of this Agreement is identified in the attached Data Sheet. Unless waived in writing by Chicken Guy, the Development Principal shall meet all of the following qualifications:

• (a) The Development Principal, at all times, shall be a member of the Continuity Group and, at a minimum, have full control over the day-to-day development of Developer's Franchised Restaurants.

• (b) The Development Principal shall devote substantial and adequate time and reasonable efforts to supervising the development of Developer's Franchised Restaurants and shall not engage in any other business or activity, directly or indirectly, that requires substantial management responsibility.

• (c) The Development Principal shall have at least five years' of full profit and loss responsibility and accountability, with a history of operating at least as many restaurants as Developer has agreed to develop under this Agreement.

• (d) If requested by Chicken Guy, the Development Principal shall successfully complete Chicken Guy's development training. In addition, the Development Principal shall successfully complete Chicken Guy's initial manager training program (either the full initial manager training program or a modified version of the initial manager training program to meet the specific needs of the candidate, as deemed appropriate by Chicken Guy in its sole discretion).

• (e) Chicken Guy shall have approved the Development Principal and not have later withdrawn that approval.

• (2) If the Development Principal no longer qualifies as such, Developer shall designate another qualified person to act as Development Principal within 30 days after the date the prior Development Principal ceases to be qualified. Developer's designee to become the Development Principal must successfully complete the initial manager training program. Following Chicken Guy's approval of a new Development Principal, that person shall execute the attached form of Guarantee unless waived by Chicken Guy in its sole discretion.

9. TRANSFERS BY CHICKEN GUY

Chicken Guy shall have the absolute, unrestricted right, exercisable at any time, to transfer and assign all or any part of its rights and obligations under this Agreement to any person or legal entity without the consent of Developer.

10. TRANSFERS BY DEVELOPER

A. Chicken Guy's Prior Written Approval Required.

• (1) Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer, that Chicken Guy has entered into this Agreement in reliance on Developer's business skill, financial capacity, personal character, experience and demonstrated or purported ability in developing and operating high quality foodservice operations and that Chicken Guy has entered into this Agreement with the understanding that, except as otherwise reserved by Chicken Guy in Section 2, Developer and/or its Affiliated Entities will be the only franchisee of Chicken Guy in the Development Territory during the Development Term. Accordingly, neither Developer nor any immediate or remote successor to any part of Developer's interest in this Agreement, nor any individual, partnership, corporation or other legal entity which directly or indirectly controls Developer shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any interest in Developer, this Agreement or any other assets pertaining to Developer's operations under this Agreement (collectively "Transfer") without the prior written consent of Chicken Guy, which consent shall not be unreasonably withheld. Chicken Guy shall be free to withhold consent to any Transfer, without consideration of the factors listed in Section 10.B., if Developer does not propose to Transfer the same interest with respect to all agreements with Chicken Guy in the Development Territory.
• (2) Except as otherwise provided in this Agreement, any purported Transfer, by operation of law or otherwise, not having the prior written consent of Chicken Guy shall be null and void and shall constitute a material breach of this Agreement, for which Chicken Guy may terminate this Agreement without providing Developer an opportunity to cure the breach.
• B. Transfer Considerations. Developer shall advise Chicken Guy in writing of any proposed Transfer, submit (or cause the proposed transferee to submit) a franchise application for the proposed transferee and submit a copy of all contracts and all other agreements or proposals, and all other information requested by Chicken Guy, relating to the proposed Transfer. If Chicken Guy does not exercise its right of first refusal, the decision as to whether or not to approve a proposed Transfer shall be made by Chicken

Guy in its reasonable business discretion and shall include numerous factors deemed relevant by Chicken Guy. These factors may include, but will not be limited to, the following:

• (1) The proposed transferee (and if the proposed transferee is other than an individual, such owners of an interest in the transferee as Chicken Guy may request) must demonstrate that it has extensive experience in high quality restaurant operations of a character and complexity similar to the restaurants franchised by Chicken Guy or its affiliates; meets the managerial, operational, experience, quality, character and business standards for a developer promulgated by Chicken Guy from time to time;

Source: Item 23 — RECEIPTS (FDD pages 50–286)