Page 1 of 4 Initials: [*INIT*]

MODIFICATION OF THE [*BUSNAME*] FRANCHISE AND LICENSE AGREEMENT and ASSIGNMENT and ASSUMPTION OF THE MODIFIED FRANCHISE and LICENSE

AGREEMENT BY

[*NAME*] TO

[*NAME*] This Agreement is made as of the [*NUMB*] day of [*MONTH*], [*YEAR*], by and between: [*BUSNAME*] (hereinafter referred to as “Company”), [*NAME*] (hereinafter referred to as “Original Franchisee” ) and [*NAME*] (hereinafter referred to as “Assuming Franchisee” ). WHEREAS [*NAME*] obtained from Company a Franchise and License for the use of certain Company Trademarks, [*DESCRIP*], [*DESCRIP*], describe in Schedule A ("the Franchise and License Agreement"); and WHEREAS [*NAME*] (“Original Franchisee”) is using the Company Trademarks, [*DESCRIP*], [*DESCRIP*], as provided in the Franchise and License Agreement, at it’s [*ADD*] [*CITY*], [*STATE*] [*ZIP*] location(s); and WHEREAS pursuant to the terms of an Asset Purchase Agreement dated [*MONTH*] [*NUMB*], [*YEAR*] between Original Franchisee and Assuming Franchisee, Original Franchisee intends to sell, assign and transfer to Assuming Franchisee the assets and rights to its [*ADD*] [*CITY*], [*STATE*] [*ZIP*] franchise locations(s), and to assign to Assuming Franchisee its rights and obligations under the Franchise and License Agreement, as modified herein; and WHEREAS Original Franchisee is not permitted to assign its rights and obligations to the License without the prior written consent of Company; and WHEREAS Company has agreed to grant its consent to a one-time assignment in consideration of [*DESCRIP*].