What standards and requirements must a proposed transferee meet to become a City Wide franchisee?

• 13.4 Conditions for Transfer by Franchisee.

If Franchisee, an Affiliated Company or an Owner desire to make a Transfer to a person or entity other than as described in Section 13.3 or 13.6, such person or entity must comply with the following terms, conditions, and procedures to effectuate a valid Transfer:

• 13.4.1 Franchisee will first notify CITY WIDE in writing of the proposed Transfer with a complete description of all terms of the proposed Transfer, including the prospective transferee's name, address, financial qualifications, and previous five (5) years' business experience.

• 13.4.2 The proposed transferee will then apply for a Franchised Business under the System and must meet all of CITY WIDE's then-current standards and requirements for becoming a franchisee.

• 13.4.9 CITY WIDE may require any transferee of any shares of stock or interest of any kind or nature in Franchisee, any Affiliated Company, or the Owner and his/her spouse or domestic partner to guarantee the obligations of Franchisee under this Agreement or under any new Franchise Agreement entered pursuant to Section 13.4.10 below.

• 13.4.10 Prior to the consummation of any Transfer under this Section 13.4, Franchisee and the prospective transferee will jointly request that CITY WIDE inspect of the Location and of Franchisee's books and records. As a result of such inspection, CITY WIDE may prepare a list setting forth the necessary repairs, maintenance, or other upgrades of the Location which will be required before CITY WIDE approves the Transfer, and CITY WIDE may also require that Franchisee pay any additional fees due CITY WIDE which may discovered as a result of the inspection.

• 13.4.5 If CITY WIDE approves the proposed transferee, Franchisee, the Affiliated Company, or the Owner may transfer the interest to the proposed transferee pursuant to a form of transfer or assignment approved in advance by CITY WIDE at a price and under terms and conditions which are not more favorable than the terms offered to CITY WIDE, but only after the proposed transferee has completed (to the satisfaction of CITY WIDE) the initial training then currently required of System franchisees and has paid CITY WIDE all fees associated with such training, as assessed by CITY WIDE at its sole and absolute right;

• 13.4.6 Prior to the consummation of any such Transfer, Franchisee will pay all amounts due to CITY WIDE and cure all other breaches of this Agreement and any other agreement with CITY WIDE, and Franchisee will execute and deliver to CITY WIDE a general and absolute release in a form satisfactory to CITY WIDE, of any and all claims against CITY WIDE or its affiliates, officers, directors, employees, agents, and representatives;

• 13.4.7 Franchisee will comply with all other applicable transfer requirements as designated in the Operating Manual or otherwise by CITY WIDE in writing.

Source: Item 22 — CONTRACTS (FDD page 65)