What is an 'FMV Notice' in the context of Cicis' option to acquire leases and other assets?

According to Cicis's 2025 Franchise Disclosure Document, an FMV Notice, or Fair Market Value Notice, comes into play if Cicis exercises its option to purchase certain assets from a franchisee upon the expiration or termination of the franchise agreement. This option allows Cicis to acquire the right to possess the restaurant location, equipment leases, transferable permits and licenses, and physical assets used in the restaurant's operation.

If Cicis decides to exercise this option, the purchase price for these assets will be the fair market value. Initially, both Cicis and the franchisee will attempt to agree on this value. However, if either party believes that a mutual agreement cannot be reached, that party (referred to as the 'First Side') can issue a written FMV Notice to the other party (the 'Second Side'). This notice serves as a demand for the fair market value to be determined through an appraisal process and must include the name of a certified and independent appraiser selected by the First Side.

Within 10 days of receiving the FMV Notice, the Second Side must respond in writing with the name of their own selected certified and independent appraiser. If the Second Side fails to nominate an appraiser within this timeframe, the fair market value will be determined solely by the appraiser chosen by the First Side. This appraisal process is designed to ensure a fair valuation of the assets Cicis is looking to acquire, providing a structured approach when the franchisee and franchisor cannot come to an agreement themselves.