Besides the transfer fee, what other fees might Brightstar Care charge during a transfer?

ted, the transferee must pay the then-current training fee to attend new owner training. Fifty percent (50%) of the transfer fee is due either upon listing the Agency for sale or, if the Agency is not formally listed for sale, before buyer attends Discovery Day. The balance is due when the transferee signs the franchise agreement.

12.4.8 Notwithstanding the foregoing, if the Transfer involves this Agreement or the Agency, or a 50% or more change in your ownership, and the transferee is a person or entity who was a "Lead" of ours (defined below) before you or your owner became aware of or was introduced to the Lead and before you had listed the Agency with us for sale, you or the transferee must pay us the greater of: (a) the applicable transfer fee for each agency affected by the Transfer; or (b) the initial franchise fee that we would have collected for the territory if we had granted the franchise rights for it to the Lead, plus any broker fees we incurred as a result of the Transfer. This higher transfer fee compensates us for our lost opportunity of potentially granting a new franchise to the Lead for a new Agency, as each year we spend significant financial and human resources on targeted advertising and marketing of the BrightStar Care franchise opportunity in order to attract and identify qualified persons who are interested in purchasing new franchise rights for newlydeveloped Agencies. For purposes of this Section, "Lead" means (i) a person or entity who contacts, or has been contacted by, us (including our authorized representative or affiliate) in connection with the possibility of purchasing a new BrightStar Care Agency franchise for a new market area or territory and/or (ii) a lead located in our Lead Management System ("LMS") (in both (i) and (ii), a "Lead" does not include someone who is an existing franchisee in the BrightStar Care Agency system). You acknowledge this "contact" may be in person, in writing, via electronic mail, by telephone, or by LMS.

• 12.4.9 The transferor must execute a general release, in a form satisfactory to us, of any and all claims against us and our owners, affiliates, officers, directors, employees, and agents.
• 12.4.10 The proposed transferee must execute our then-current form of franchise agreement and the Addendum to Franchise Agreement attached as Exhibit F to this Agreement, which may contain terms and conditions substantially different from those contained in this Agreement, for an initial term equal to the time remaining on the Initial Term of this Agreement as of the date of such Transfer or for a full initial ten (10) year term, as we determine.
• 12.4.11 You and the proposed transferee must execute our then-current Assignment and Consent Agreement, and Co-Territory Agreement (if applicable) in a form satisfactory to us.
• 12.4.12 The transferee and/or its designated managerial personnel must have completed to our satisfaction the training then required of comparable Agency franchisees.
• 12.4.13 The transferee must obtain and maintain all licenses and/or registrations necessary to operate the Agency to the fullest extent of the BrightStar business model.

• 12.4.14 You and your owners, officers, and directors agree to comply with the post-termination provisions of this Agreement, including the non-competition and non-disclosure covenants.
• 12.4.15 You and the transferee agree to perform all maintenance and upgrades required to bring the Franchised Business up to our then current standards for an Agency, including upgrading the ABS and any other computer hardware and software as we require.
• 12.4.16 You or the transferee must provide us for review and approval a copy of the executed purchase agreement relating to the proposed Transfer with all supporting documents and schedules, including transferee's assumption of and agreement to faithfully perform all of your obligations under this Agreement.
• 12.4.17 You must ask us to provide the prospective transferee with our thencurrent form of disclosure document.
• 12.4.18 Our approval of the Transfer will not constitute a waiver of any claims we have against the transferring party.
• 12.4.19 Notwithstanding anything above, you expressly acknowledge the reasonableness of the following Transfer condition: If you and/or your affiliates (a) own and operate, either when you request approval of a proposed Transfer or as of the proposed Transfer's effective date, more than one BrightStar Care Agency under one or more additional franchise agreements with us, regardless of when such franchise agreements were signed, and (b) desire to Transfer this Agreement and/or the Agency, together with one or more of your and/or your affiliates' other franchise agreements and/or BrightStar Care Agencies, at the same time and to the same proposed transferee and/or its affiliates as part of the same transaction or in a series of substantially contemporaneous transactions, we have no obligation to allow the Transfers of the multiple BrightStar Care Agencies and instead have the absolute right to limit the proposed Transfer solely to this Agreement and/or the Agency without regard to the proposed terms of the Transfer or Transfers negotiated between you and/or your affiliates and the proposed transferee and/or its affiliates.

Source: Item 22 — CONTRACTS (FDD pages 117–118)