What are the requirements for a Cool Binz franchisee to be in full compliance with the agreement before a transfer can occur?

• 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. 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)