What conditions apply to FSI's approval of a Fat Shack transfer?

hisee's Transfer

Franchisee agrees that there may be no transfers before the FAT SHACK Restaurant has opened for business. FSI will not approve a proposed transfer in any case where Franchisee (and its owners) is not in full compliance with this Agreement. The proposed transferee and its owners must be individuals of good moral character and otherwise meet FSI's then applicable standards for franchisees. In the event of a transfer, all of the following conditions must be met before or concurrently with the effective date of the transfer:

• a. All amounts due and owing pursuant to this Agreement or otherwise by Franchisee to FSI, its affiliates or to third parties whose debts or obligations FSI has guaranteed on behalf of Franchisee, if any, are paid in full;
• b. Franchisee has submitted all required reports and statements;
• c. Franchisee has not violated any provision of this Agreement, the FAT SHACK Restaurant's lease, or any other agreement with FSI during the 60-day period before Franchisee requested FSI's consent to the transfer or during the period between Franchisee's request and the effective date of the transfer:
• d. The proposed transferee agrees to operate the FAT SHACK Restaurant as a FAT SHACK Restaurant, signs the then-current form of franchise agreement, the provisions of which may differ materially from any and all of those contained in this Agreement, and satisfactorily completes the initial training program;
• e. Franchisee provides written notice to FSI at least 30 days prior to the proposed effective date of the transfer, and includes information reasonably detailed to enable FSI to evaluate the

terms and conditions of the proposed transfer, and which at a minimum includes a written offer from the proposed transferee;

• f. The proposed transferee provides information to FSI sufficient for FSI to assess the proposed transferee's business experience, aptitude and financial qualifications, and FSI approves the proposed transferee as a franchisee;
• g. Unless waived or reduce by FSI in its sole discretion, Franchisee provides to FSI a plan acceptable to FSI in its sole discretion for the proposed transferee to receive a minimum of 10 days of on-site assistance, the exact length of which shall be determined by FSI. If approved by FSI, this on-site assistance may be provided in whole or in part by Franchisee. If some or all of this on-site assistance is provided by FSI, Franchisee or the proposed transferee shall pay FSI $500 for each day of assistance provided by FSI, which shall be in addition to the transfer fee noted below:
• h. Neither the transferee nor its owners or affiliates operate or have an interest in a Competitive Business (defined in Section 21.1);
• i. Franchisee's landlord allows Franchisee to transfer the FAT SHACK Restaurant's lease to the transferee;
• j. If Franchisee or its owners finance any part of the purchase price, Franchisee and/or its owners agree that all of the transferee's obligations under promissory notes, agreements, or security interests reserved in the FAT SHACK Restaurant are subordinate to the transferee's obligations to pay fees and other amounts due to FSI and otherwise to comply with this Agreement;
• k. Franchisee executes a general release, in a form satisfactory to FSI, of any and all claims against FSI, its affiliates and their respective shareholders, members, managers, officers, directors, employees and agents; and
• l. Franchisee abides by all post-termination covenants, including, without limitation, the covenant not to compete set forth in Section 21.2.

If FSI approves the proposed transfer, Franchisee or the proposed transferee shall pay a transfer fee in an amount of $10,000.00, which fee is required to cover FSI's reasonable expenses related to the transfer, including training. The transfer fee shall be due to FSI upon FSI's approval of the proposed transfer.

17.3. FSI's Approval of Transfer

FSI has 30 days from the date of the written notice to approve or disapprove, in writing, Franchisee's proposed transfer. Franchisee acknowledges that the proposed transferee shall be evaluated for approval by FSI based on the same criteria as is then being used to assess new franchisees of FSI and that the proposed transferee shall be provided with such disclosures as may be required by state or federal law.

17.4. Right of First Refusal

Franchisee grants to FSI a 30-day right of first refusal to purchase such rights, interest or assets on the same terms and conditions as are contained in the written notice set forth in Section 17.2(e); provided, however, the following additional terms and conditions shall apply:

• a. the right of first refusal will be effective for each proposed transfer and any material change in the terms or conditions of the proposed transfer shall be deemed a separate offer on which FSI shall have a new 30-day right of first refusal;
• b. the 30-day right of first refusal period will run concurrently with the period in which FSI has to approve or disapprove the proposed transferee; and
• c. if the consideration or manner of payment offered by a proposed transferee is such that FSI may not reasonably be required to furnish the same, then FSI may purchase the interest which is proposed to be sold for the reasonable cash equivalent. If the parties cannot agree within a reasonable time on the cash consideration, such fair market value will be determined by three independent appraisers who collectively will conduct one appraisal. FSI will appoint one appraiser, Franchisee will appoint one appraiser and those appraisers will appoint the third appraiser.

Source: Item 23 — Receipts (FDD pages 53–223)