What is the initial action required of a Developer or their representative upon the death or permanent disability of the Developer of an Ella Cafe?

• 8.8. Transfer Upon Death or Permanent Disability.

Developer or its representative must promptly notify Franchisor of any death or claim of permanent disability subject to this Section 8.8.

Any transfer upon death or permanent disability will be subject to the following conditions, as well as to the conditions described in Section 8.3. for any inter vivos transfer.

• 8.8.1.

Upon the death of Developer (if Developer is a natural person) or any Owner who is a natural person ("Deceased"), the executor, administrator, or other personal representative of the Deceased must transfer such interest to a third party approved by Franchisor within six months after the date of death.

If no personal representative is designated or appointed or no probate proceedings are instituted with respect to the estate of the Deceased, then the distributee of such interest must be approved by Franchisor.

If the distributee is not approved by Franchisor, then the distributee must transfer such interest to a third party approved by Franchisor within six months after the death of the Deceased.

• 8.8.2.

Upon the permanent disability of Developer (if Developer is a natural person) or any Principal who is a natural person, Franchisor may, in its sole discretion, require such interest to be transferred to a third party in accordance with the conditions described in this Section 8. within six months after notice to Developer. "Permanent disability" means any physical, emotional, or mental injury, illness, or incapacity which would prevent a person from performing the obligations set forth in this Agreement or in any guaranty made part of this Agreement for at least 90 consecutive days and from which condition recovery within 90 days from the date of determination of disability is unlikely.

Source: Item 23 — RECEIPTS (FDD pages 50–181)