What compliance requirements must a Cool Binz franchisee meet to be eligible to transfer their franchise?

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 COOL BINZ Business or its assets, 3) any part of your ownership interest in the assets of the COOL BINZ Business , or 4) any part of your 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 are 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 services similar to the 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 COOL BINZ 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. you, your principals, and the transferee (if we have a prior relationship with the transferee) have signed 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 COOL BINZ 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 67% of the issued and outstanding capital stock or other ownership interest;
• 1. you must have attended Business Manager and Technical Operations Training and your business must be open in order to transfer the COOL BINZ 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 COOL BINZ 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, the Initial Promotional Package, new or refurbished equipment, inventory, new vehicles/vehicle wraps, and complete remodeling, refurbishing, renovation or upgrades required by Franchisor, etc. to ensure the COOL BINZ Business is in compliance with our current System Standards and in wellmaintained condition.

Source: Item 23 — RECEIPTS (FDD pages 63–238)