Does the Floyds 99 development agreement specify any geographic limitations on the transferee's business experience?

party is such that Franchisor may not reasonably be required to furnish the same, then Franchisor 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, an independent appraiser shall be designated by Franchisor, whose determination will be binding upon the parties. All expenses of the appraiser shall be paid for equally between Franchisor and Developer; and

• (e) If Franchisor chooses not to exercise its right of first refusal, Developer shall be free to complete the sale, transfer or assignment, subject to compliance with Sections 8.2 and 8.3 above. Absence of a reply to Developer's notice of a proposed sale within the 90-day period is deemed a waiver of such right of first refusal.
• 8.5 Specific Types of Transfers. Developer acknowledges that Franchisor's right to approve or disapprove of a proposed sale or transfer, and all other requirements and rights related to such proposed sale or transfer, as provided for above, shall apply (1) if Developer is a partnership or other business association, to the addition or deletion of a partner or members of the association or the transfer of any partnership or membership among existing partners or members; (2) if Developer is a corporation or limited liability company, to any proposed transfer or assignment of 25% or more of the ownership interests of Developer, whether such transfer occurs in a single transaction or several transactions; and (3) if Developer is an individual, to the transfer from such individual or individuals to a corporation or limited liability company controlled by them, in which case Franchisor's approval will be conditioned upon: (i) the continuing personal guarantee of the individual (or individuals) for the performance of obligations under this Agreement; (ii) the issuance and/or transfer of ownership interests which would affect a change in ownership of 25% or more of the stock or membership units in the company being conditioned on Franchisor's prior written approval; (iii) a limitation on the company's business activity to that of operating

as a Developer and operator of the FLOYD'S 99 Shops developed pursuant to this Agreement and related activities; and (iv) other reasonable conditions. With respect to a proposed transfer as described in subsection (1) and (3) of this Section, Franchisor's right of first refusal to purchase, as set forth above, shall not apply and Franchisor will waive any transfer fee chargeable to Developer for a transfer under these circumstances.

• 8.6 Assignment by Franchisor. This Agreement is fully assignable by Franchisor and shall inure to the benefit of any assignee or other legal successor in interest, and Franchisor shall in such event be fully released from the same.
• 8.7 Developer's Death or Disability. Developer or its representative must promptly notify Franchisor in writing of Developer's death or the death or disability of any of Developer's owners. Upon Developer's death or disability (if Developer is a natural person), or the death or disability of any owner who is a natural person (if Developer is a legal entity), the executor, administrator, or other personal representative of such person must transfer his/her interest in this Agreement, in the business operated hereunder, or in Developer to a third party approved by Franchisor, within a reasonable period of time, not to exceed 12 months from the date of death or 6 months from the date of disability, as applicable. Such transfers, including, without limitation, transfers by will or inheritance, will be subject to the same terms and conditions as inter vivos transfers and will be subject to Franchisor's right of first refusal as set forth in Section 8.4. If an interest is not transferred upon death or disability as required by this Section, then such failure will constitute a material breach of this Agreement. For purposes of this Agreement, the term "disability" means a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent such person from performing the obligations set forth in this Agreement.
• 8.8 Consent to Purchase Rights.

Source: Item 23 — RECEIPT (FDD pages 58–229)