Under what circumstances might Cicis place the purchase price for Option Assets in escrow?

According to Cicis's 2025 Franchise Disclosure Document, Cicis has the option to acquire certain assets from a franchisee upon the expiration or termination of the franchise agreement. These assets, referred to as "Option Assets," may include the right to possess the restaurant location, equipment leases, transferable permits and licenses, and physical assets used in the restaurant's operation.

If Cicis exercises its option to purchase these assets, the purchase price may be placed in escrow under specific circumstances. Specifically, if the franchisee has not obtained all necessary certificates and other documents required to perfect Cicis's title and possession of the Option Assets and to meet the requirements of all tax and government authorities at the time of closing, Cicis has the discretion to place the purchase price in escrow until these documents are obtained.

This condition protects Cicis by ensuring that all necessary legal and administrative requirements are met before the franchisee receives the full purchase price. For a prospective franchisee, this means understanding the importance of maintaining proper documentation and compliance throughout the franchise term. Failure to do so could delay the final payment for the Option Assets if Cicis chooses to exercise its purchase option upon termination or expiration of the franchise agreement.