Common use of FRANCHISOR'S RIGHT OF FIRST REFUSAL Clause in Contracts

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee, any of its owners, or the owner of a controlling ownership interest in an entity with an ownership interest in Franchisee at any time determines to sell or transfer for consideration the franchise rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in an entity with a controlling ownership interest in Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13, which are not subject to this Section 14), Franchisee 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, as noted in Section 12.3 above, may be required to include a copy of all proposed agreements related to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest in the entity with a controlling ownership interest in Franchisee. The offer must include details of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) of the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be a fixed dollar amount, without any contingent payments of purchase price (such as earn-out payments), and the proposed transaction must relate exclusively to an interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchisee. It may not relate to any other interests or assets. Franchisor may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IX, INC. EAST 34 Franchisor may, by written notice delivered to Franchisee within thirty (30) days after Franchisor receives both an exact copy of the offer and all other information Franchisor requests, elect to purchase the interest offered for the price and on the terms and conditions contained in the offer, provided that: (i) Franchisor may substitute cash for any form of payment proposed in the offer; (ii) Franchisor’s credit will be deemed equal to the credit of any proposed buyer; (iii) the closing will be not less than thirty (30) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the closing date proposed in the offer; (iv) Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) Franchisor must receive, and Franchisee and its owners agree to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of, and title to, assets and (if applicable) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred in connection with the Franchised Restaurant before the closing of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (30) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest in accordance with this Section’s terms. If Franchisor exercises its right of first refusal and closes the transaction, Franchisee and its transferring owners agree that, for two (2) years beginning on the closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in Section 6. If Franchisor does not exercise its right of first refusal, Franchisee or its owners may complete the sale to the proposed buyer on the original offer’s terms, but only if Franchisor approves the transfer in accordance with, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of first refusal (whether or not it is properly triggered as provided above), if the proposed transfer otherwise would not be allowed under Sections 12.2 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to the proposed buyer within sixty (60) days after Franchisor notifies Franchisee that Franchisor does not intend to exercise its right of first refusal, or if there is a material change in the sale’s terms (which Franchisee agrees to tell Franchisor promptly), Franchisor will have an additional right of first refusal during the thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on the terms originally offered or the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign this right of first refusal to a third party (including an affiliate), who then will have the rights described in this Section.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If FranchiseeIn the event Master Franchisee receives an acceptable bona fide offer from a third party to purchase the Master Franchise Business or any portion thereof or interest therein, Master Franchisee shall give Franchisor written notice setting forth the name and address of the prospective purchaser, the price and terms of the offer together with a master franchisee application completed by the prospective purchaser, a copy of the Purchase and Sale Agreement, executed by both Master Franchisee and purchaser, and all exhibits, copies of any of its owners, or the owner of a controlling ownership interest in an entity with an ownership interest in Franchisee at any time determines to sell or transfer for consideration the franchise rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assetsreal estate purchase agreement(s), a controlling ownership interest proposed security agreements and related promissory notes, assignment documents, title insurance commitment and any other information that Franchisor may request in Franchisee, or a controlling ownership interest in an entity with a controlling ownership interest in Franchisee (except order to or among evaluate the offer. Franchisor shall then have the prior option to purchase Master Franchisee’s current owners or in interest covered by the offer at the price and upon the same terms of the offer. In the event the consideration, terms and/or conditions offered by a transfer pursuant to Section 13, which third party are such that Franchisor may not subject to this Section 14), Franchisee 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, as noted in Section 12.3 above, may reasonably be required to include a copy furnish the same consideration, terms and/or conditions, then Franchisor may purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within thirty (30) days on the reasonable equivalent in cash of the consideration, terms and/or conditions offered by the third party, an independent appraiser shall be designated by Franchisor at Franchisor’s expense, and the appraiser’s determination shall be binding. Franchisor shall have twenty (30) business days after receipt of Master Fxxxxxxxxx’s notice of offer and the furnishing of all reasonably requested information within which to notify Master Franchisee of its intent to accept or reject the offer on the same terms and conditions offered by the third party. Silence on the part of Franchisor shall constitute rejection. If Franchisor elects to purchase the seller’s interest, closing on such purchase shall occur within ninety (90) days from the date of notice to the seller of the election to purchase by Franchisor. If Franchisor elects not to purchase the seller’s interest, any material change thereafter in the terms of the offer from a third party shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of the third party’s initial offer. Failure of Franchisor to exercise the option afforded by this Section 17.5 shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 17, with respect to a proposed agreements transfer. If the proposed sale includes assets of Master Franchisee not related to the sale operation of the Master Franchise Business or transfer) relating exclusively Company-Operated Wayback Burgers Restaurants, Franchisor may, at its option, elect to purchase only the assets related to the operation of the Master Franchise Business or Company-Operated Wayback Burgers Restaurants, and an equitable purchase price shall be allocated to each asset included in the proposed sale. This right of first refusal shall apply to any transfer (including without limitation those described in Section 17.2 above), conveyance, assignment, consolidation, merger, or any other transaction in which legal or beneficial ownership of the rights granted by this Agreement and are vested in other than the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest in the entity with a controlling ownership interest in Franchisee. The offer must include details of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) of the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be a fixed dollar amount, without any contingent payments of purchase price (such as earn-out payments), and the proposed transaction must relate exclusively to an interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchisee. It may not relate to any other interests or assets. Franchisor may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IX, INC. EAST 34 Franchisor may, by written notice delivered to Franchisee within thirty (30) days after Franchisor receives both an exact copy of the offer and all other information Franchisor requests, elect to purchase the interest offered for the price and on the terms and conditions contained in the offer, provided that: (i) Franchisor may substitute cash for any form of payment proposed in the offer; (ii) Franchisor’s credit will be deemed equal to the credit of any proposed buyer; (iii) the closing will be not less than thirty (30) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the closing date proposed in the offer; (iv) individual Master Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) current Owners. The election by Franchisor must receive, and Franchisee and its owners agree to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of, and title to, assets and (if applicable) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred in connection with the Franchised Restaurant before the closing of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (30) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest in accordance with this Section’s terms. If Franchisor exercises its right of first refusal and closes the transaction, Franchisee and its transferring owners agree that, for two (2) years beginning on the closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in Section 6. If Franchisor does not exercise its right of first refusal, Franchisee or its owners may complete the sale to the proposed buyer on the original offer’s terms, but only if Franchisor approves the transfer in accordance with, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of first refusal (whether or as to any offer shall not it is properly triggered as provided above), if the proposed transfer otherwise would not be allowed under Sections 12.2 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to the proposed buyer within sixty (60) days after Franchisor notifies Franchisee that Franchisor does not intend to exercise affect its right of first refusalrefusal as to any subsequent offer. Any sale, attempted sale, assignment or if there is a material change in other transfer of the sale’s terms (which Franchisee agrees to tell rights granted hereunder or the Master Franchise Business, other than pursuant this Section 17.5, effected without first giving Franchisor promptly), Franchisor will have an additional the right of first refusal during the thirty (30) days following either expiration described above shall be void and of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on the terms originally offered or the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign this right of first refusal to a third party (including an affiliate), who then will have the rights described in this Sectionno force and effect.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. Franchisor shall have a Right of First Refusal to purchase the Franchised Business and/or the Franchised Location unless Franchisor consents to the transfer under Section 14.2, 14.3 or 14.7 of this Agreement. If Franchisor does not consent to the proposed transfer, Franchisor will not excercise its Right of First Refusal provided Franchisee agrees to terminate the proposed transfer. In the event that Franchisee desires to sell the Franchised Business and/or the Franchised Location, Franchisee shall give written notice to Franchisor of (a) Franchisee's intent to offer the Franchised Business and/or the Franchised Location for sale, any of its ownersand the terms on which Franchisee intends to sell the Franchised Business and/or the Franchised Location, or (b) the owner receipt by Franchisee of an offer to purchase the Franchised Business and/or the Franchised Location, and a controlling ownership interest copy of the offer to purchase or the Purchase Agreement as the case may be. In the event of Franchisee's notice of intent to offer the Franchised Business and/or the Franchised Location for sale, Franchisor shall have thirty (30) days after receipt of such notice to send written notice to the Franchisee that Franchisor intends to purchase the Franchised Business and/or Franchised Location upon the same terms and conditions contained in the offer to sell. Franchisor shall have one hundred twenty (120) days from receipt of Franchisee's notice (or such longer period as may be permitted under the terms of the offer) in which to close the sale. In the event that Franchisee should give written notice to Franchisor of the receipt by Franchisee of an entity with an ownership interest offer to purchase the Franchised Business and/or Franchised Location, which offer Franchisee desires to accept, Franchisor shall have thirty (30) days after receipt of such notice to send written notice to the Franchisee that Franchisor intends to purchase the Franchised Business and/or Franchised Location upon the same terms and conditions contained in the offer to purchase. Franchisor shall have one hundred twenty (120) days from receipt of Franchisee's notice (or such longer period as may be permitted under the terms of the offer) in which to close the sale. Franchisee's notice to Franchisor shall be accompanied by a term sheet of the terms and conditions of the offer to purchase received by Franchisee. If Franchisor shall fail to enter into a contract to purchase the Franchise Business and/or Franchised Location from Franchisee within either of the time periods set forth above, then Franchisee may consummate his or its sale of the Franchised Business and/or Franchised Location to a third party at any time determines within one hundred twenty (120) days thereafter. Franchisee may not consummate a sale thereafter upon said terms, nor consummate a sale upon terms which are more favorable to sell or transfer for consideration the franchise rights granted purchaser, without first reoffering the sale to Franchisor in the manner set forth above. In the event Franchisee fails to consummate a sale to any such third party as provided above, Franchisor shall again have the Right of First Refusal with regard to any future proposed sale of the Franchised Business and/or Franchised Location. Failure of Franchisor to exercise the option afforded by this Agreement and the Franchised Restaurant (or all or substantially Section 14.6 shall not constitute a waiver of any other provision of this Agreement, including all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in an entity with a controlling ownership interest in Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13, which are not subject to the requirements of this Section 14)14 of this Agreement, Franchisee agrees with respect to obtain from a responsible and fully-disclosed buyerproposed transfer. In addition, and send Franchisor, a true and complete copy of a bona fide, executed written offer (which, as noted in Section 12.3 above, may be required to include a copy of all proposed agreements related to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership event any interest in the entity with Franchised Location and/or the Franchised Business is to be sold or transferred in a controlling ownership interest in Franchisee. The transaction or event, including a foreclosure sale, not involving either (i) a bona fide offer must include details from a third party or (ii) a transfer upon death or permanent incapacity of the proposed sale’s payment terms type described in Section 14.7 herein, then Franchisee must immediately notify Franchisor in writing of such transaction or event and Franchisor shall have the financing sources right and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) of the proposed purchase price. To be a validoption, bona fide offerbut no obligation, the proposed purchase price must be a fixed dollar amount, without any contingent payments of purchase price (such as earn-out payments), and the proposed transaction must relate exclusively to an interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchisee. It may not relate to any other interests or assets. Franchisor may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IX, INC. EAST 34 Franchisor may, by written notice delivered to Franchisee exercisable within thirty (30) days after Franchisor receives both an exact copy of the offer and all other information Franchisor requests, elect receipt of such notification to purchase the such interest offered for the being transferred. The purchase price and on the terms exercise of such option shall be the fair market value and conditions contained in the offer, provided that: (i) Franchisor may substitute cash for any form treatment of payment proposed in the offer; (ii) Franchisor’s credit will be deemed equal to the credit of any proposed buyer; (iii) the closing will be not less than thirty (30) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the closing date proposed in the offer; (iv) Franchisee goodwill and its owners must sign the general release described in Section 12.3 above; and (v) Franchisor must receive, and Franchisee and its owners agree to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of, and title to, assets and (if applicable) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred in connection with the Franchised Restaurant before the closing of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (30) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest other intangibles determined in accordance with Section 16(A) of this Section’s terms. If Franchisor exercises its right of first refusal and closes the transaction, Franchisee and its transferring owners agree that, for two (2) years beginning on the closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in Section 6. If Franchisor does not exercise its right of first refusal, Franchisee or its owners may complete the sale to the proposed buyer on the original offer’s terms, but only if Franchisor approves the transfer in accordance with, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of first refusal (whether or not it is properly triggered as provided above), if the proposed transfer otherwise would not be allowed under Sections 12.2 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to the proposed buyer within sixty (60) days after Franchisor notifies Franchisee that Franchisor does not intend to exercise its right of first refusal, or if there is a material change in the sale’s terms (which Franchisee agrees to tell Franchisor promptly), Franchisor will have an additional right of first refusal during the thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on the terms originally offered or the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign this right of first refusal to a third party (including an affiliate), who then will have the rights described in this SectionAgreement.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If During the term of this Agreement or for a period of one (1) year after its termination or if Franchisee has closed the Franchised Restaurant, whether with or without the consent of Franchisor, if Franchisee or its owner shall at any time detennine to sell an interest in this Agreement or any part or all of the ownership of Franchisee, any of its ownersinterest in the Franchise, or the owner of a controlling ownership interest in an entity with an ownership interest in Franchisee at any time determines to sell or transfer for consideration the franchise rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in FranchiseeRestaurant, or a controlling ownership interest in an entity with a controlling ownership interest in Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13, which are not subject to this Section 14), Franchisee agrees to its owner shall obtain from a responsible and fully-disclosed buyer, and send Franchisor, a true and complete copy of a bona fide, executed written offer (whichfrom a responsible and fully disclosed purchaser, as noted in Section 12.3 above, may be required to include a then Franchisee shall submit an exact copy of all proposed agreements related such offer to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest in the entity with a controlling ownership interest in Franchisee. The offer must include details of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) of the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be a fixed dollar amount, without any contingent payments of purchase price (such as earn-out payments), and the proposed transaction must relate exclusively to an interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchisee. It may not relate to any other interests or assetsFranchisor. Franchisor may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to shall have the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IXright, INC. EAST 34 Franchisor may, exercisable by written notice delivered to Franchisee or its owner within thirty (30) days after Franchisor receives both from the date of delivery of an exact copy of the such offer and all other information Franchisor requeststo Franchisor, elect to purchase the such interest offered for the price and on the terms and conditions contained in such offer. In the offerevent all or any part of the consideration offered to Franchisee for such interest shall consist of common or preferred stock or debt securities of any tendering entity, provided that: (i) and in the event Franchisor is either a "public company" or a "public reporting company" as those terms are defined under the federal securities laws, Franchisor shall be deemed to have matched any such offer by offering its own common or preferred stock or debt securities with a market value equivalent to the market value of the securities of the entity making such offer to Franchisee or cash in an amount equal to the market value of the securities making such offer to Franchisee. In the event Franchisor is privately owned, Franchisor may substitute cash for any form of payment proposed in such offer. In the offer; (ii) event all or any portion of the consideration offered Franchisee consists of unique assets, Franchisor shall be deemed to have matched such offer by offering cash in an amount equivalent to the market value of the unique assets tendered by the entity making such offer to Franchisee. Further, Franchisor’s credit will 's creditworthiness shall be deemed equal to the credit rating of any proposed buyer; (iii) the closing will be purchaser. Franchisor shall have not less than thirty sixty (3060) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the prepare for closing date proposed in the offer; (iv) Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) Franchisor must receive, and Franchisee and its owners agree shall be entitled to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership as set forth in Exhibits D and condition ofE of the applicable Area Development Agreement previously or contemporaneously entered into between Franchisor and Franchisee, and title to, assets and (or if applicable) ownership interests; Franchisee’s and its owners’ authorization to sellFranchisee executed a single Franchise Agreement, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating included as an Exhibit to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred Area Development Agreement included in connection with the Franchised Restaurant before the closing Uniform Franchise Offering Circular given to Franchisee prior to Franchisee's execution of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (30) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest in accordance with this Section’s terms. If Franchisor exercises its right of first refusal and closes the transaction, Franchisee and its transferring owners agree that, for two (2) years beginning on the closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in Section 6Franchise Agreement. If Franchisor does not exercise its right of first refusal, Franchisee or its owners owner may complete the sale to the proposed buyer purchaser pursuant to and on the original terms of such offer’s terms, but only if Franchisor approves subject to the transfer in accordance with, and Franchisee (and its owners) and Franchisor's approval of the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of first refusal (whether or not it is properly triggered purchaser as provided above), if the proposed transfer otherwise would not be allowed under in Sections 12.2 12.02 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all12.04. If Franchisee or its owners do not complete the sale to the proposed buyer such purchaser is not completed within sixty (60) days after Franchisor notifies Franchisee that Franchisor does not intend delivery of such offer to exercise its right of first refusalFranchisor, or if there is a material change in the terms and conditions of the sale’s terms (which Franchisee agrees to tell Franchisor promptly), Franchisor will shall then again have an additional the right of first refusal during the thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on provided under the terms originally offered or the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign of this right of first refusal to a third party (including an affiliate), who then will have the rights described in this SectionAgreement.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee, any of its owners, Master Franchisee or the owner of a controlling ownership interest in an entity with an ownership interest in Franchisee Owner shall at any time determines determine to sell or transfer for consideration the franchise rights granted by a Controlling Interest in this Agreement and the Franchised Restaurant (or all or Agreement, substantially all the assets of Master Franchisee, the Franchise Agreements or a Controlling Interest in the Master Franchisee or one of its operating assets)Owners, a controlling ownership interest in Franchisee, or a controlling ownership interest in an entity with a controlling ownership interest in Master Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13, which are not subject to this Section 14), Franchisee agrees to obtain from a responsible and fully-disclosed buyerwill, and send Franchisorwill ensure that its Owners will, a true and complete copy of obtain a bona fide, executed written offer and xxxxxxx money deposit (which, as noted in Section 12.3 above, may be required to include a copy of all proposed agreements related to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest in the entity with a controlling ownership interest in Franchisee. The offer must include details amount of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) or more of the offering price) from a qualified, responsible and fully disclosed purchaser and a true and complete copy of the offer (and any proposed purchase priceancillary agreements) shall immediately be submitted to Franchisor. To be a valid, bona fide offerThe offer must apply only to this Agreement, the proposed purchase price must be a fixed dollar amount, without any contingent payments assets of purchase price (such as earn-out payments), and the proposed transaction must relate exclusively to an interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Master Franchisee, the Franchise Agreements or a controlling ownership interest Controlling Interest in the entity with a controlling ownership interest in Franchisee. It Master Franchisee or such Owner and may not relate to include the purchase of any other interests property or assetsrights. Franchisor may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to shall have the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IXright, INC. EAST 34 Franchisor may, exercisable by written notice delivered to Master Franchisee or Owners within thirty (30) days after Franchisor receives both from the date of delivery of an exact copy of the such offer and all other information Franchisor requeststo Franchisor, elect to purchase the interest offered such interests for the price and on the terms and conditions contained in the such offer, provided that: (i) that Franchisor may substitute cash or marketable securities of equal value for any form of payment proposed in the such offer; (ii) . Franchisor’s credit will shall be deemed equal to the credit of any proposed buyer; (iii) the closing will be purchaser. Franchisor shall have not less than thirty ninety (30) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the closing date proposed in the offer; (iv) Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) Franchisor must receive, and Franchisee and its owners agree to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of, and title to, assets and (if applicable) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred in connection with the Franchised Restaurant before the closing of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (3090) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer prepare for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest in accordance with this Section’s terms. If Franchisor exercises its right of first refusal and closes the transaction, Franchisee and its transferring owners agree that, for two (2) years beginning on the closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in Section 6closing. If Franchisor does not exercise its right of first refusal, Master Franchisee or its owners Owners may complete the sale to the proposed buyer such purchaser pursuant to and on the original exact terms of such offer, subject to Franchisor’s terms, but only if Franchisor approves approval of the transfer as otherwise provided in accordance withSection 12, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even provided that if Franchisor does not exercise its right of first refusal (whether or not it is properly triggered as provided above), if the proposed transfer otherwise would not be allowed under Sections 12.2 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to the proposed buyer such purchaser is not completed within sixty one hundred twenty (60120) days after Franchisor notifies Franchisee that Franchisor does not intend delivery of such offer to exercise its right of first refusalFranchisor, or if there is a material change in the terms of the sale’s terms (which Franchisee agrees to tell Franchisor promptly), Franchisor will shall have an additional right of first refusal during the for thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on the terms originally offered or and conditions applicable to the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign this initial right of first refusal to a third party (including an affiliate)refusal, who then will except that Franchisor shall have the rights described option, exercisable in this Sectionits sole discretion, to substitute any of the modified terms of purchase for those contained in the original offer.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee, any of its owners, Master Franchisee or the owner of a controlling ownership interest in an entity with an ownership interest in Franchisee Owner shall at any time determines determine to sell or transfer for consideration an interest in this Agreement, the franchise rights granted by this Agreement and assets of Master Franchisee (other than in the Franchised Restaurant (or all or substantially all ordinary course of its operating assetsbusiness), one (1) or more Area Director Agreements, one (1) or more Franchise Agreements or a controlling ownership interest Controlling Interest in Master Franchisee, Master Franchisee or a controlling ownership interest in an entity with a controlling ownership interest in Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13the Owners, which are not subject to this Section 14)as applicable, Franchisee agrees agree 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, as noted in Section 12.3 above, may be required to include a copy of all proposed agreements related to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest xxxxxxx money deposit in the entity with a controlling ownership interest in Franchisee. The offer must include details amount of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) or more of the offering price from a qualified, responsible and fully disclosed purchaser and a true and complete copy of the offer and any proposed purchase priceancillary agreements shall immediately be submitted to Franchisor. To be a valid, bona fide offerThe offer must apply only to this Agreement, the proposed purchase price must be a fixed dollar amountassets of Master Franchisee, without any contingent payments of purchase price (such as earn-out paymentsthe Area Director Agreement(s), the Franchise Agreement(s) or an Ownership Interest in Master Franchisee and the proposed transaction must relate exclusively to an interest in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets), a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchisee. It may not relate to include the purchase of any other interests property or assetsrights. Franchisor may require Franchisee (or its owners) to send Franchisor copies of any materials or information Franchisee sends to designee shall have the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IXright, INC. EAST 34 Franchisor may, exercisable by written notice delivered to Master Franchisee or the Owners within thirty (30) days after Franchisor receives both from the date of delivery of an exact copy of the such offer and all other information Franchisor requeststo Franchisor, elect to purchase the interest offered such interests for the price and on the terms and conditions contained in the such offer, provided that: (i) that Franchisor may substitute cash or marketable securities of equal value for any form of payment proposed in the such offer; (ii) . Franchisor’s 's credit will shall be deemed equal to the credit of any proposed buyer; (iii) the closing will be purchaser. Franchisor shall have not less than thirty ninety (30) days after Franchisor notifies Franchisee of Franchisor’s election to purchase or, if later, the closing date proposed in the offer; (iv) Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) Franchisor must receive, and Franchisee and its owners agree to make, all customary representations, warranties, and indemnities given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including representations and warranties regarding ownership and condition of, and title to, assets and (if applicable) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement of notice or consent; liens and encumbrances on ownership interests and assets; validity of contracts and liabilities, contingent or otherwise, relating to the assets or ownership interests being purchased; and indemnities for all actions, events, and conditions that existed or occurred in connection with the Franchised Restaurant before the closing of Franchisor’s purchase. Once Franchisee or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (3090) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer prepare for any reason during the thirty (30) days, and Franchisor may exercise the right to purchase the particular interest in accordance with this Section’s terms. If Franchisor exercises its right of first refusal and closes the transaction, Franchisee and its transferring owners agree that, for two (2) years beginning on the closing date, they (and members of their Immediate Families) will be bound by the non-competition covenants contained in Section 6closing. If Franchisor does not exercise its right of first refusal, Master Franchisee or its owners the Owners may complete the sale to the proposed buyer such purchaser pursuant to and on the original exact terms of such offer’s terms, but only if Franchisor approves subject to Franchisor's approval of the transfer in accordance with, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of first refusal (whether or not it is properly triggered as provided above)in this Section, provided that if the proposed transfer otherwise would not be allowed under Sections 12.2 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to the proposed buyer such purchaser is not completed within sixty one hundred twenty (60120) days after Franchisor notifies Franchisee that Franchisor does not intend delivery of such offer to exercise its right of first refusalFranchisor, or if there is a material change in the terms of the sale’s terms (which Franchisee agrees to tell Franchisor promptly), Franchisor will shall have an additional right of first refusal during the for thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either on the terms originally offered or and conditions applicable to the modified terms, at Franchisor’s option. Franchisor has the unrestricted right to assign this initial right of first refusal to a third party (including an affiliate)refusal, who then will except that Franchisor shall have the rights described option to substitute any of the modified terms of purchase for those contained in this Sectionthe original offer.

FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee, Franchisee or any of its owners, or the owner of a controlling ownership interest in an entity with an ownership interest in Franchisee Owners shall at any time determines determine to sell or transfer for consideration an interest in this Agreement, the franchise rights granted by this Agreement and the Franchised Restaurant (Outlet, some or all of the Operating Assets (other than in the ordinary course of business) or substantially all of its operating assets), a controlling ownership interest an Ownership Interest in Franchisee, Franchisee or a controlling ownership interest in an entity with a controlling ownership interest in Franchisee (except to or among Franchisee’s current owners or in a transfer pursuant to Section 13, which are not subject to this Section 14), Franchisee agrees to its Owner(s) shall obtain from a responsible and fully-disclosed buyer, and send Franchisor, a true and complete copy of a bona fide, arm's-length, executed written offer purchase agreement (whichand any ancillary agreements) in complete and definitive form, not subject to any financing contingency or other material, substantive contingency (other than Franchisor's consent and waiver of its right of first refusal as noted in Section 12.3 abovedescribed herein), may be required to include a copy of all proposed agreements related to the sale or transfer) relating exclusively to the rights granted by this Agreement and the Franchised Restaurant, the controlling ownership interest in Franchisee, or the controlling ownership interest an xxxxxxx money deposit (in the entity with a controlling ownership interest in Franchisee. The offer must include details amount of the proposed sale’s payment terms and the financing sources and terms of the proposed purchase price and provide for an exxxxxx money deposit of at least five percent (5%) or more of the proposed purchase price. To be ) from a validqualified, responsible, bona fide offerand fully disclosed purchaser. A true and complete copy of such purchase agreement and any proposed ancillary agreements shall immediately be submitted to Franchisor by Franchisee, such Owner(s) or both. The purchase agreement (1) must apply only to an interest which is permitted to be transferred under this Agreement, (2) may not include the proposed purchase price must be a fixed dollar amount, without of any contingent payments other property or rights of purchase price Franchisee (or such as earn-out paymentsOwner(s)), and the proposed transaction (3) must relate exclusively not provide for any additional payments to an interest be made, or any increase in the rights granted by this Agreement and the Franchised Restaurant (or all or substantially all of its operating assets)amounts payable, a controlling ownership interest in Franchisee, or a controlling ownership interest in the entity with a controlling ownership interest in Franchiseeevent Franchisor exercises its right of first refusal hereunder. It may not relate The price and terms of purchase offered to any other interests or assets. Franchisor may require Franchisee (or its ownerssuch Owner(s)) to send in the purchase agreement for the aforementioned interests shall reflect the bona fide price offered therefor and shall not reflect any value for any other property or rights. Franchisor copies of any materials or information Franchisee sends to shall have the proposed buyer or transferee regarding the possible transaction. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IXright, INC. EAST 34 Franchisor may, exercisable by written notice delivered to Franchisee or such Owner(s) within thirty (30) days after from the date of receipt by Franchisor receives both of an exact copy of the offer such purchase agreement, together with payment of any applicable transfer fee and all other information Franchisor requestsa completed and executed application for Franchisor's consent to transfer such interest, elect to purchase the such interest offered for the price and on the terms and conditions contained in the offersuch purchase agreement, provided that: (i) Franchisor may substitute cash, a cash equivalent, or marketable securities of equivalent value for any form of payment proposed in the offersuch purchase agreement; (ii) Franchisor’s 's credit will shall be deemed equal to the credit of any proposed buyerpurchaser; and (iii) the closing will be Franchisor shall have not less than thirty ninety (3090) days after Franchisor notifies to prepare for closing, subject to extension at Franchisor's option to enable Franchisor, Franchisee or other Person to obtain any necessary consent of Franchisor’s election to purchase ora third party, if later, the closing date proposed including obtaining any necessary permits and licenses. Regardless of whether included in the offer; (iv) Franchisee and its owners must sign the general release described in Section 12.3 above; and (v) purchase agreement, Franchisor must receive, and Franchisee and its owners agree shall be entitled to make, all customary representations, warranties, warranties and indemnities given by the seller of a business, including indemnities for all actions, events and conditions that existed or occurred prior to the closing in connection with the Outlet, Franchisee's business or the assets of a business or ownership interests in a legal entity, as applicable, including Ownership Interests being purchased and representations and warranties regarding ownership and as to: (1) ownership, condition of, and title to, to the Ownership Interests and/or assets and being purchased; (if applicable2) ownership interests; Franchisee’s and its owners’ authorization to sell, as applicable, any ownership interests or assets without violating any law, contract, or requirement absence of notice or consent; liens and encumbrances on ownership interests and relating to such Ownership Interests and/or assets; (3) validity of contracts contracts; and (4) liabilities, contingent or otherwise, relating of any legal entity whose Ownership Interests or assets are purchased. At the closing, the seller shall provide to the assets or ownership interests being purchased; and indemnities for all actionspurchaser good, eventsvalid, marketable, and conditions that existed indefeasible title (or occurred in connection with the Franchised Restaurant before the closing equivalent rights) to all tangible and intangible property transferred, free and clear of Franchisor’s purchase. Once Franchisee any mortgage, claim, lien, or its owners submit the offer and related information to Franchisor triggering the start of the thirty (30) day decision-period referenced above, the offer is irrevocable for that thirty (30) day period. This means Franchisor has the full thirty (30) days to decide whether to exercise the right of first refusal and may choose to do so even if Franchisee or its owners change its or their mind during that period and prefer after all not to sell the particular interest that is the subject of the offer. Franchisee and its owners may not withdraw or revoke the offer for any reason during the thirty (30) daysencumbrance, and Franchisor may exercise the right local custom shall be followed as to purchase the particular interest in accordance with this Section’s termsformalities of any transfer documentation, closing costs, and closing logistics. If Franchisor exercises its right of first refusal and closes the transactionrefusal, Franchisee and its transferring owners agree that, for two (2and/or such selling Owner(s) years beginning on the closing date, they (and members of their respective Immediate Families) will ), as applicable, shall be bound by the non-competition covenants contained restrictions in Section 616.D. below for a period of eighteen (18) months commencing on the effective date of the transfer or the date upon which all Persons bound by such restrictions begin to comply fully with such restrictions, whichever is later. If Franchisor does not exercise its right of first refusal, Franchisee or its owners such Owner(s) may complete the sale to the proposed buyer such purchaser pursuant to and on the original offer’s termsexact terms of such purchase agreement, but only if Franchisor approves subject to Franchisor's approval of the transfer in accordance withtransfer, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 12.2 and 12.3 above. This means that, even if Franchisor does not exercise its right of first refusal (whether or not it is properly triggered as provided above)for in this Agreement. However, if the proposed transfer otherwise would not be allowed under Sections 12.2 and 12.3 above, Franchisee (or its owners) may not move forward with the transfer at all. If Franchisee or its owners do not complete the sale to the proposed buyer such purchaser is not completed within sixty one hundred twenty (60120) days after Franchisor notifies Franchisee that Franchisor does not intend to exercise its right receipt of first refusalsuch purchase agreement by Franchisor, or if there is a material change in the sale’s terms of the sale (of which Franchisee agrees to tell Franchisor promptlyshall promptly notify Franchisor), Franchisor will shall have an additional right of first refusal during the for thirty (30) days following either expiration of the sixty (60) day period or Franchisor’s receipt of notice of the material change(s) in the sale’s terms, either as set forth herein on the modified or initial terms originally offered or the modified termsand conditions of sale, at Franchisor’s 's option. Franchisor has the unrestricted right to assign this right of first refusal to a third party (including an affiliate), who then will have the rights described in this Section.