What are the requirements for the transferor to transfer a Clear Pest Pros Business?

ply with this Agreement, (b) you will not hold any security interest reserved in the business, and (c) you will enter into a comfort letter assuring us that the transferee will meet its obligations under the Franchise Agreement, and reaffirming your guaranty of the Franchise Agreement.

8. you pay us:

• a. our then-current Transfer Fee, as published in our Operations Manual. The Transfer Fee is due upon our preparation of the required transfer documentation (consent to transfer and assignment agreement and/or preparation of transferee's franchise agreement), and is non-refundable at such time;

• b. all Royalties for completed jobs up through the date of closing, fees, amounts owed under any promissory notes with us, Late Payment Fees, Late Report Fees, NSF Fees, Interest Fees, and all other fees or amounts owed to us, plus interest; and

• c. Our then-current Referral Fee, all commissions, broker fees or other similar expenses if: (i) you list the Clear Pest Pros Business with a broker, lead referral network or similar entity; or (ii) the transferee is referred to you or us by a broker, lead referral network or similar entity;

• 1. the transferee has successfully completed our Initial Training program;
• 1. the transferee must assume and agree to be bound by all outstanding obligations to customers and clients of the Clear Pest Pros Business;
• 1. you, your principals, and the transferee (if we have a prior relationship with the transferee) sign a general release, in a form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees, and agents (such requirement to sign a general release is subject to change in our sole discretion);
• 1. we have approved the material terms and conditions of the transfer , the form of purchase and sale agreement, and determined that the price and terms of payment will not adversely affect the transferee's operation of the Clear Pest Pros Business;
• 1. in the event of an approved transfer to a wholly owned corporation or limited liability company, we will require you to own and control at least 100% of the issued and outstanding capital stock or other ownership interest;
• 1. you must have attended Initial Training and your business must be open in order to transfer the Clear Pest Pros Business;
• 1. You must affirm and comply with your post-termination obligations, including, without limitation, such obligations set forth in Sections 6 or 13.
• 1. the transferee must obtain, within the time limits set by us, and maintain thereafter, all permits and licenses required for the operation of the Clear Pest Pros Business;
• 1. to the extent required by the terms of any leases or other agreements, the lessors or other parties must have consented to the proposed transfer;
• 1. the transfer must be made in compliance with any laws that apply to the transfer, including state and federal laws governing the offer and sale of franchises; and
• 1. if required by us, in our sole discretion, transferee must purchase all or a portion of the Initial Package, new or refurbished equipment, inventory, new vehicles/vehicle wraps, and complete remodeling, refurbishing, renovation or upgrades required by Franchisor, etc. to ensure the Clear Pest Pros Business is in compliance with our current System Standards and in well-maintained condition.

We shall have 60 days from the date of the written notice to approve or disapprove in writing of your proposed assignment. You acknowledge that the proposed transferee shall be evaluated for approval by us based on the same criteria as is currently being used to assess new franchisees of us and that such proposed transferee shall be provided, if appropriate, with such disclosures as may be required by state or federal law. If we have not given you notice of our approval or disapproval within such period, the request for the transfer or assignment is deemed rejected.

C. OUR RIGHT OF FIRST REFUSAL.

If you at any time determine to sell, assign, or transfer for consideration your interest in this Agreement, you must obtain a bona fide, signed written offer and earnest money (in the amount of 5% or more of the offer price) from a responsible and fully disclosed offeror, and immediately submit to us a true and complete copy of the offer which includes details of the payment terms. To be a valid, bona fide offer, the proposed purchase price is to be denominated in a dollar amount.

We have the right, exercisable by written notice delivered to you within 30 days from the date of the delivery to us of both an exact copy of the offer and all other information we request, to purchase the interest for the same price, less the Transfer Fee, and on the same terms and conditions contained in the offer provided that:

• 1. We may substitute cash for any form of payment proposed in the offer;
• 1. Our credit will be deemed equal to the credit of any proposed purchaser;

Source: Item 22 — CONTRACTS (FDD pages 67–68)