What constitutes a 'Contract' according to the Christian Brothers Automotive agreement?

EEMENT

1. No Warranties or Guarantees. We make no warranties or guarantees that we will be able to locate a qualified buyer, that you will be able to sell the Business for the desired amount, or that any potential buyer will satisfactorily complete CBAC training, qualify for financing or consummate a sale. We will have no liability to you if we are unable to locate a qualified buyer or if you are unable to locate a qualified buyer based on our assistance. Any attempt by us to locate a buyer shall not relieve you of any obligation to locate a buyer yourself. We reserve the right to

e. Inform and educate existing candidates on the opportunity. f. Market the business through local Chambers of Commerce.

d. List your business on certain websites such as www.BizBuySell.com.

approve any buyer or subsequent franchisee in our sole discretion pursuant to the terms of the Franchise Agreement and our brand standards for ownership of a CBA franchise.

• 1. Transaction Fee. Pursuant to the CBAC Franchise Resale Manual, and subject to the contingencies herein, you agree to pay us a non-refundable deposit of the greater of $10,000.00 or 1% of the listed price of the Business (the "Deposit") at the time you sign this Agreement. In the event that we are able to locate or provide assistance to you in locating a buyer who is not currently an operating CBAC franchisee, you will be responsible for paying us a transaction fee equal to the greater of 7% of the gross value of the business transaction (as defined below) or $50,000 (the "Transaction Fee"). The Transaction Fee is earned and payable upon closing of the sale transaction between you and the buyer, and is in addition to the transfer fee (and any other fees) due and payable to us under the terms of the Franchise Agreement. The Deposit will be applied to the Transaction Fee at the closing of the transaction. For purposes of this Agreement, we will have located or assisted you in locating a buyer if the buyer resulted from a lead generated directly or indirectly by us or by anyone other than you. This would include, but not be limited to, a buyer already engaged or intending to be engaged in our franchisee application or discovery process for a different CBAC location, or a candidate introduced to us by another franchisee or anyone other than you. However, if you recommended the buyer contact us about the opportunity to purchase your business, you would not owe the Transaction Fee. If there is any dispute as to whether or not (i) we were responsible for locating a buyer, or (ii) that the assistance we provided to you resulted in you locating a buyer, there shall be a rebuttable presumption that we did locate the buyer or our assistance did result in you locating the buyer, as the case may be. The burden will then be yours to demonstrate our efforts did not result in the location of the buyer. The "gross value of the business transaction" shall mean the gross value of the tangible and intangible assets acquired by the buyer. In the event an entity owned by CBAC or CBA Transition Holdings, LLC purchases your Business, you must pay CBAC a Transaction Fee of (A) the greater of 3.5% of the gross value of the business transaction or $25,000.00 if no suitable candidate is located to attend a CBAC Discovery Day, or (B) the greater of 7% of the gross value of the business transaction or $50,000.00 if a suitable candidate is located, such candidate attends Discovery Day, but is rejected as a candidate by CBAC.
• 1. Term. This Agreement shall commence on the Effective Date and unless extended by mutual written agreement of the parties shall automatically end (without any further action) on the earlier of (i) the closing of a sale of the Business to a buyer acceptable to you and us, (ii) notice from you that you have decided against the sale of the Business or (iii) notice from us that we have decided to terminate our efforts to assist you in locating a buyer. In the event we terminate this agreement pursuant to subpart (iii) of this section, we will provide an explanation in writing as to why we are terminating our efforts to assist you in finding a buyer.
• 1. Related Agreements. Prior to or at the closing of the sale of the Business as contemplated herein, you agree to execute all related agreements in the forms prescribed by us, and comply with all applicable assignment and transfer provisions and conditions set forth in the Franchise Agreement and the CBAC Confidential Operations Manual, including the CBAC Franchise Resale Manual.

• 1. Confidentiality. You and we agree to keep confidential the terms of this Agreement and the terms of any Purchase/Sale Agreement, and further agree not to disclose such Agreements or their terms to any person except upon order by a court of competent jurisdiction, or as may be necessary to enforce respective rights under this Agreement, or as required by law.

Source: Item 22 — CONTRACTS (FDD page 76)