What constitutes a 'transfer' of a Christian Brothers Automotive franchise by the franchisee?

orporation

Agreement. The execution of the New Agreements shall, except for the post-term

obligations of Franchisee hereunder, be deemed to terminate this Agreement and

the Commercial Sub-Lease Agreement.

(d) In the event of an assignment of this Agreement, the sale of the Franchised Business

or an assignment of any Interest in Franchisee that results in a change of control of

Franchisee, Franchisee shall pay the Franchisor a transfer fee (the "Transfer Fee")

equal to Thirty Thousand and No/100 Dollars ($30,000.00). Franchisee

acknowledges that the Transfer Fee is reasonably required to reimburse Franchisor

for its expenses relating to said assignment, and which amount is payable as follows

unless otherwise agreed to in writing by Franchisor: (i) a non-refundable amount of

$10,000.00 must be paid at the time the Franchisor approves in writing a term sheet

or letter of intent agreed to and signed by the Franchisee and the assignee, and (ii)

the remaining $20,000.00 must be paid to Franchisor at the closing of the

transaction between Franchisee and the assignee. In the event Franchisee authorizes

Franchisor to find an assignee who is not then currently a franchisee of an operating

Christian Brothers Automotive franchise location, Franchisee shall execute an

agreement (the "Transaction Fee Agreement") in the form attached hereto as

Exhibit "F", which agreement shall specify that Franchisee will be responsible for

paying Franchisor a transaction fee. The "Transaction Fee" will be the greater of

7% of the gross value of the business transaction or $50,000.00 and will be payable

as follows: (i) a non-refundable amount equal to the greater of $10,000.00 or 1%

of the listed price of the Franchised Business paid by Franchisee to Franchisor at

the time Franchisee executes the Transaction Fee Agreement, and (ii) the balance

Franchise Agreement (Ver 04-14-2025)

Franchisee: ___________

Franchisor: Christian Brothers Automotive Corporation

of the Transaction Fee shall be payable upon the closing of the transaction between

Franchisee and the assignee. This Transaction Fee is deemed earned upon closing

of the transaction between Franchisee and the assignee, is nonrefundable, and is in

addition to the Transfer Fee. Until all fees have been paid and Franchisor has

executed its consent to the assignment, the assignment will not be valid. Neither

the Transfer Fee nor the Transaction Fee will be considered an Approved Expense

Item.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 59–62)