Where is 'transfer' by franchisee defined in the Christian Brothers Automotive Franchise Agreement?

ely

responsible for compliance with all federal, state, and local laws, rules and regulations, and

for Franchisee's policies, practices, and decisions relating to the operation of the

Franchised Business.

1. ASSIGNMENT, RIGHT OF FIRST REFUSAL AND AGREEMENTS OF

FRANCHISEE.

13.01 Assignment by Franchisor. Franchisor may assign this Agreement, and all of its rights and

privileges hereunder to any other person, firm or corporation; provided that, in respect to

Franchise Agreement (Ver 04-14-2025)

Franchisee: ___________

Franchisor: Christian Brothers Automotive Corporation

any assignment resulting in the subsequent performance by the assignee of the functions

of the Franchisor:

(a) the assignee shall, at the time of such assignment, in Franchisor's reasonable

judgment, be economically and operationally capable of performing the obligations

of Franchisor hereunder;

(b) the assignee shall expressly assume and agree to perform such obligations; and

(c) Franchisor shall be fully and finally released from the performance of such

obligations.

13.02 Assignment by Franchisee. Franchisee acknowledges that Franchisor is entering into this

Agreement in reliance upon and in consideration of the singular personal skill, character

and qualifications of the Principal Operator of Franchisee and the trust and confidence

placed in Franchisee by Franchisor or, in the case where a franchisee is a business

organization of any nature, in its Principal Operator and equity owners. Except as

expressly authorized by this Section and with Franchisor's prior written approval, which

approval shall be within the sole discretion of Franchisor, Franchisee may not sell, assign,

or transfer rights in this Agreement, rights in the Franchised Business, all or a significant

portion of the assets of the Franchised Business, or any Interest (as defined below) of an

equity owner of Franchisee. An "Interest" is defined to mean any shares, partnership or

other ownership interests in or of Franchisee and any other equitable or legal right in any

of Franchisee's stock, revenues, profits, rights or assets. Franchisee may only sell, assign,

or transfer rights in this Agreement, rights in the Franchised Business, all or a significant

portion of the assets of the Franchisee, or any Interest of any equity owner of the Franchisee

Franchise Agreement (Ver 04-14-2025)

to an existing or prospective franchisee approved by Franchisor, further provided that the

following conditions must be satisfied:

(a) The assignee (or the principal officer, designated Principal Operator, shareholder

or director of a corporate or other legal entity assignee) demonstrates that he or she

has the skills, character, experience, business qualifications and economic

resources necessary, in Franchisor's judgment, reasonably exercised, to conduct the

business contemplated by this Agreement, and to fulfill his or her obligations to the

assignor and to Franchisor.

(b) As of the date of any assignment, the Franchisee shall have fully complied with all

its obligations to Franchisor, whether under this Agreement or any other agreement,

arrangement or understanding with Franchisor.

(c) In the event of an assignment of this Agreement or the sale of the Franchised

Business, Franchisee and the assignee shall execute a Consent to Assignment of

Franchise Agreement and Commercial Sub-Lease Agreement in substantially the

same form as attached hereto as Exhibit "E" whereby assignee assumes in writing

for the benefit of Franchisor all the obligations of Franchisee under this Agreement

and the Commercial Sub-Lease Agreement.

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