What documents must the transferee or franchisee sign upon transfer of a Focalpoint Coaching franchise?

t be taken);

• (12) Franchisee and Franchisee's transferring owners (and Franchisee and Franchisee's owners' spouses) will not, for two (2) years beginning on the transfer's effective date, engage in any of the activities proscribed in Subsection 15.D and Subsection 15.E below; and

(13) Franchisee and Franchisee's transferring owners will not directly or indirectly at any time or in any manner (except with respect to other FocalPoint Franchised Businesses Franchisee owns and operates) identify itself or Franchisee's transferring owners or any business as a current or former FocalPoint Franchised Business or as one of Franchisor's franchise owners; use any Mark, any colorable imitation of a Mark, or other indicia of a FocalPoint Franchised Business in any manner or for any purpose; or utilize for any purpose any trade name, trade or service mark, or other commercial symbol that suggests or indicates a connection or association with Franchisor.

Franchisor may review all information regarding the Franchised Business that Franchisee gives the transferee, correct any information that Franchisor believes is inaccurate, and give the transferee copies of any reports that Franchisee has given Franchisor or Franchisor has made regarding the Franchised Business.

D. TRANSFER TO A WHOLLY-OWNED CORPORATION OR LIMITED LIABILITY COMPANY.

Despite Subsection 12.C above, if Franchisee is fully complying with this Agreement, Franchisee may transfer this Agreement to a corporation or limited liability company which conducts no business other than the Franchised Business and, if applicable, other FocalPoint Franchised Businesses, in which Franchisee maintains management control, and of which Franchisee owns and controls one hundred percent (100%) of the equity and voting power of all issued and outstanding ownership interests, provided that all of the Franchised Business' assets are owned, and the Franchised Business' business is conducted, only by that single corporation or limited liability company. The corporation or limited liability company must expressly assume all of Franchisee's obligations under this Agreement. Transfers of ownership interests in the corporation or limited liability company are subject to the conditions of Subsection 12.C above that otherwise apply to non-controlling transfers. Franchisee agrees to remain personally liable under this Agreement as if the transfer to the corporation or limited liability company did not occur.

E. FRANCHISEE'S DEATH OR DISABILITY.

Upon Franchisee's or Franchisee's Managing Owner's death or disability, Franchisee's or the Managing Owner's executor, administrator, conservator, guardian, or other personal representative must either: (i) transfer Franchisee's interest in this Agreement, or the Managing Owner's ownership interest in Franchisee, to a third party (which may be Franchisee's or the Managing Owner's heirs, beneficiaries, or devisees), or (ii) terminate this Agreement by providing written notice to Franchisor. If Franchisee elects to transfer Franchisee's interest in this Agreement or the Managing Owner's ownership interest in Franchisee, whichever is applicable, then that transfer must be completed within a reasonable time, not to exceed twelve (12) months from the date of death or disability, and is subject to all of the terms and conditions in this Section 12. A failure to transfer Franchisee's interest in this Agreement or the Managing Owner's ownership interest in Franchisee within this time period is a breach 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 Franchisee or the Managing Owner from supervising the Franchised Business' management and operation.

F. EFFECT OF CONSENT TO TRANSFER.

Franchisor's consent to a transfer of this Agreement and the Franchised Business, or any interest in Franchisee or Franchisee's owners, is not a representation of the fairness of the terms of any contract between Franchisee and the transferee, a guarantee of the Franchised Business' or transferee's prospects of success, or a waiver of any claims Franchisor has against Franchisee (or Franchisee's owners) or of Franchisor's right to demand the transferee's full compliance with this Agreement.

G. FRANCHISOR'S RIGHT OF FIRST REFUSAL.

If Franchisee (or any of Franchisee's owners) at any time determines to sell or transfer for consideration an interest in this Agreement and the Franchised Business, or an ownership interest in Franchisee (except to or among Franchisee's current owners, which is not subject to this Subsection 12.G), in a transaction that otherwise would be allowed under Subsections 12.B and C above, Franchisee (or Franchisee's owners) agrees to obtain from a responsible and fully disclosed buyer, and send Franchisor, a true and complete copy of a bona fide, executed written offer (which may include a letter of intent) relating exclusively to an interest in Franchisee or in this Agreement and the Franchised Business. The offer must include details of the payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price.

Source: Item 22 — Contracts (FDD pages 56–57)