What happens if a Transfer of the Cinnaholic agreement occurs without Franchisor approval?

Developer shall not subfranchise, sell, assign, transfer, merge, convey or encumber (each, a "Transfer") this Agreement or any of its rights or obligations hereunder, or suffer or permit any such Transfer of this Agreement or its rights or obligations hereunder to occur by operation of law or otherwise without the prior express written consent of Franchisor.

Franchisor may deny such request for any reason, including its determination to limit the number of approved General Contractors and/or Architectural Firms.

Franchisor's approval of any Transfer is, in all cases, contingent upon the following:

• (i) the purchaser and/or the controlling persons of the purchaser having a satisfactory credit rating, being of good moral character, having business qualifications satisfactory to Franchisor, and being willing to enter into an agreement in writing to assume and perform all of Developer's duties and obligations hereunder and/or enter into a new Market Development Agreement for the Area of Responsibility, if so requested by Franchisor, and agreeing to enter into any and all agreements with Franchisor that are being required of all new market developers, including a guaranty agreement and any other agreement which may require payment of different or increased fees from those paid under this Agreement;

• (ii) the terms and conditions of the proposed transfer (including, without limitation, the purchase price) being satisfactory to Franchisor;

• (iii) all monetary obligations (whether hereunder or not) of Developer to Franchisor or Franchisor's affiliates or subsidiaries being paid in full;

• (iv) Developer not being in default hereunder or any other agreement between Developer and Franchisor, including any Franchise Agreement;

• (v) Developer and its owners executing a general release of any and all claims against Franchisor and its affiliates, subsidiaries, members, managers, officers, directors, employees and agents, in a form satisfactory to Franchisor;

• (vi) Developer paying to Franchisor a transfer fee of $5,000 plus reimbursement for all legal, training and other expenses incurred by Franchisor in connection with the Transfer;

• (vii) Developer first offering to sell such interest to Franchisor pursuant to Section 15 of this Agreement and the same having been declined in the manner therein set forth; and

• (viii) the Marks not being used in any advertising for any Transfer prohibited by Sections 13.2 and 13.3 hereof.

Source: Item 23 — RECEIPT (FDD pages 62–269)