Under what conditions will Clear Pest Pros not unreasonably withhold approval for a transfer?

not obligated to pay these or any other payments on your behalf.

10. TRANSFER.

A. BY US.

This Agreement is fully transferable by us and will inure to the benefit of any transferee or other legal successor to our interests herein.

B. BY YOU.

You acknowledge and agree that we have entered into this Agreement with you based on your personal qualifications, experience, skills, character, etc. Thus, you cannot Transfer this Agreement. "Transfer" shall mean any voluntary, involuntary, direct, or indirect, in whole or in part, assignment, sale, gift, encumbrance, lease, merger, bequest, change in control, or other disposition of 1) this Agreement or any rights thereunder, 2) the Clear Pest Pros Business or its assets, 3) any part of your ownership interest in the assets of the Clear Pest Pros Business, or 4) any part of your the equity/ownership interest in the Franchisee entity, or a grant of an option, warrant or right to acquire an equity or ownership interest, including but not limited to by divorce, insolvency, probate or intestate succession, trust, or other operation of law. All Transfers require our prior written approval and subject to the conditions below. Any such Transfer without our prior written approval, will be void and will constitute a breach of this Agreement. We will not, however, unreasonably withhold our approval provided that the conditions specified below are met, which we will determine in our sole discretion:

• 1. you are in full compliance with this Agreement or any other agreement between you and us, our affiliates, or our designated/approved suppliers and vendors, and you have paid all accrued monetary obligations to us, our affiliates, and our designated/approved suppliers and vendors;
• 1. the transferee has demonstrated sufficient business experience, aptitude, and financial resources to meet our then-current standards and qualifications for new franchisees, which may include aptitude or assessment testing;
• 1. the transferee and its owners, affiliates, and owners' immediate family members are not engaged in a competitive business, unless they agree to operate all competitive businesses that provide pest management for all manner of ants, spiders, roaches, stinging pests, flying pests and rodents on a recurring and/or one time basis, and other related services as a part of the System;
• 1. you provide us with written authorization to release to the transferee any and all information about the operation of the Clear Pest Pros Business which we have collected;
• 1. at our option, the transferee must sign our then-current form of franchise agreement for a full term, the personal guaranty and all other required exhibits, the terms of which may material differ from the terms of this Agreement;
• 1. in the case of an installment sale, a transaction where Franchisee provides financing to transferee, transferee pays Franchisee via a promissory note or other structured payment plan, Franchisee must continue to guarantee performance and all payment obligations to Franchisor under this Agreement until the final closing of the installment sale or final payment of such structured payment arrangement;
• 1. if you finance any part of the sale price of the transferred interest, then (a) you agree and will assure that all of the transferee's obligations under any promissory notes or agreements are subordinate to the transferee's obligation to pay Royalties and other amounts due to us and otherwise to comply 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);

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