Does the additional transfer fee for Beehive Homes cover all damages to the franchisor?

uityOwner(s), if any.

• 13.5. Unauthorized Transfer. If Franchisee engages in an Unauthorized Transfer as provided in Section 13.2 or Section 13.6, Franchisee hereby covenants and promises to pay to Franchisor, in addition to all other costs and expenses provided for in this Agreement, an additional transfer fee in an amount equal to ten (10) times [5% times [12 times [the greater of (i) the average published monthly rate per resident of the Home during the 12 months preceding the Unauthorized Transfer, times the number of beds in the Home, or (ii) the average published monthly rate per resident of the home which has been in operation for the preceding 18 month and is in nearest geographic proximity to the Home , times the number of beds in the Home]]]. The parties hereto agree that this additional transfer fee is not a penalty, but the parties' best estimate of the anticipated damage to Franchisor resulting from the Unauthorized Transfer.

In addition to the foregoing, Franchisee or its Equity Owner(s) proposing the Unauthorized Transfer shall pay to Franchisor at the date of closing of the Transfer a commission equal to six percent (6%) of the gross transfer price if Franchisor or its Affiliate finds or introduces the proposed transferee to Franchisee or its Equity Owner(s)

13.6. Right of First Refusal. Franchisee hereby gives and grants to Franchisor and its designees an unrestricted right of first refusal with respect to any proposed Transfer, excluding Permitted Transfers, by Franchisee and/or its Equity Owner(s) (the "Transferor") of any Equity Interest. Transferor shall deliver written notice of the proposed Transfer to Franchisor, together with an executed copy of the valid, enforceable purchase agreement for the Transfer. Franchisor shall have until the sixtieth (60 th) day after receipt of the written notice of the proposed Transfer and the purchase agreement from the Transferor in which to elect to exercise this right of first refusal by delivery of a written notice of election to Transferor. If Franchisor elects to exercise its right of first refusal it shall do so in accordance with the terms and conditions of the purchase agreement; provided, however, that Franchisor shall have a minimum of thirty (30) days after the delivery of

the notice of election in which to make any payments which might sooner be required under the purchase agreement.

Source: Item 23 — RECEIPTS (FDD pages 34–123)