What payments must a Floyds 99 Developer make before transferring their development rights?

If Developer wishes to transfer its rights under this Agreement or any interest in it, or any part or portion of any business entity that owns it, or all or a substantial portion of the assets of any FLOYD'S 99 Shop developed pursuant to this Agreement, Developer agrees to grant to Franchisor a 90-day right of first refusal to purchase such rights, interest or assets on the same terms and conditions as are contained in the written offer to purchase submitted to Developer by the proposed purchaser; provided, however, the following additional terms and conditions shall apply:

• (a) Developer shall notify Franchisor of such offer by sending a written notice to Franchisor (which notice may be the same notice as required by Section 8.2.d. above), enclosing a copy of the written offer from the proposed purchaser;

• (b) The 90-day right of first refusal period will run concurrently with the period in which Franchisor has to approve or disapprove the proposed transferee;

• (c) Such right of first refusal is 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 a new 90-day right of first refusal shall be given to Franchisor;

• (d) If the consideration or manner of payment offered by a third 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.

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