of the equity and voting power of all issued and outstanding capital stock. Transfers of shares of such corporation will be subject to the provisions of Section 17.C.(2) and 17.C.(8). Notwithstanding anything to the contrary herein, Franchisee shall remain personally liable under this Agreement as if the Transfer to such corporation had not occurred. The articles of incorporation, by-laws and other organizational documents of such corporation shall recite that the issuance and assignment of any interest therein is restricted by the terms of Section 17 of this Franchise Agreement, and all issued and outstanding stock certificates of such corporation shall bear a legend reciting or referring to the restrictions hereof. 17.E. FORMATION OF A CORPORATION. In the event, Franchisee desires to form a corporation for the sole purpose of acting as a Franchisee under this Agreement, in addition to the conditions imposed under Section 17, the following terms and conditions must be complied with, unless otherwise agreed in writing by Pretzel Time: (1) Franchisee must be the owner of the majority interest in the voting stock of the corporation and the principal executive officer thereof; (2) Franchisee's shareholders shall enter into an agreement under seal with Pretzel Time, on Pretzel Time's standard form, guaranteeing the full payment of the corporation's money obligations to Pretzel Time as individual surety and agreeing to be bound individually by the non-competition obligation stated herein; and (3) Franchisee and all shareholders must continue to meet its obligations under the noncompetition provisions of this Agreement. In the event Franchisee or its successor is a corporation or partnership or similar entity, it is agreed as follows: (1) That the Articles of Incorporation and By-Laws or the Partnership Agreement, shall reflect that the issuance and transfer of voting stock or other ownership interest therein, is restricted by the