Must the proposed transferee meet certain criteria for Fitstop to approve the transfer?

• 15.8 Subject to our Right of First Refusal, you may transfer or assign any rights under this Agreement upon our written consent.

We may condition transfer on such factors as:

• ©2024 Fitstop USA, Inc. 15.8.1 our satisfaction that the proposed transferee meets (and that transferee's officers or partners, if any, meet) the character, business experience, credit rating, financial strength, and other

standards, criteria, and qualifications then being sought by us from new and other transferee franchisees with due regard to the business potential of the unit; we may withhold consent if we believe in our sole discretion that the number or quality of units to be transferred or the sales price proposed or the terms of payment to you by the prospective transferee are such that successful operation of the Franchise by the transferee might be unreasonably doubtful;

• 15.8.2 full payment of all your outstanding debts;

• 15.8.3 execution of a general release of all claims against us and our agents by you (or the transferor, if different) upon the transfer of your (or the transferor's) entire interest in this Agreement, or a material portion thereof;

• 15.8.4 execution by you of a written acknowledgment that your confidentiality and noncompetition covenants, and their application to all covered persons, shall survive any assignment and remain effective as though the assignment had not occurred;

• 15.8.5 the transferee's covenant to us to enforce, and not to waive, the aforesaid covenant not to compete given to them by the transferor;

• 15.8.6 the transferee's execution of the then-current form of this Agreement (if the thencurrent Franchise Agreement is required to be signed by the transferee, no new initial franchise fee will be required and the term of the franchise will be as established under a new Franchise Agreement);

• 15.8.7 payment by you of the Application Fee;

• 15.8.8 payment by you of the applicbale Transfer Fee, as defined and described more fully in this Section;

• 15.8.9 paid attendance and completion by the transferee to our satisfaction of our training courses;

• 15.8.10 execution by you and the transferee of such transfer documents as we may require, including personal guarantees; and

• 15.8.11 your good standing for compliance with this Agreement and the Manual(s) prior to and pending the proposed transfer, including cure of all curable defaults and noncompliance.

Source: Item 23 — RECEIPTS (FDD pages 50–135)