What compliance level is required of the Brightstar Care franchisee throughout the Initial Term for a transfer?

Franchisor prior to any proposed Transfer of an equity or voting interest, and at any other time upon request, a list of all owners reflecting their respective present and/or proposed direct or indirect interests in you in such form as we may require.

12.4 Conditions to Our Consent to Transfer

You understand and acknowledge the vital importance of your performance to the market position and overall image of the BrightStar Care Agency Program. You also recognize the many subjective factors comprising the process by which we select a suitable franchisee. We will not unreasonably withhold our consent to a Transfer of any interest in this Franchise or any equity or voting interest in you, but such consent will remain a subjective determination that is subject to your and the transferee's compliance with and satisfaction of numerous conditions, including, but not limited to, the following:

• 12.4.1 (a) The transferee and its owners must demonstrate to our sole satisfaction that they meet all of our requirements for becoming a franchisee, including, without limitation, our financial, entrepreneurial, and managerial and business standards then in effect for similarlysituated franchisees, possess a good moral character, business reputation, and satisfactory credit rating, will comply with our instruction and training requirements, and have the aptitude and ability to operate the Agency (as may be evidenced by prior related business experience or otherwise, including, without limitation, that the transferee and its affiliates are in substantial operational compliance, at the time of the application, under all other franchise agreements for BrightStar Care Agencies to which they then are parties with us), (b) the transferee is aware of the incremental costs that must be invested to bring any and all agencies into compliance with our then-existing requirements for office locations, personnel, advertising and recruiting spend, and other items and has satisfactorily considered those costs in its investment plan and purchase price and (c) the transferee and/or its owners are not a private equity firm or a Search Fund.
• 12.4.2 As of the proposed Transfer's effective date, all your obligations under this Agreement and any other agreements with us are fully satisfied.
• 12.4.3 You have satisfied all monetary obligations owed to us and our affiliates and designated suppliers.
• 12.4.4 You have been in substantial compliance with this Agreement and all other agreements with us and our affiliates and designated suppliers throughout the Initial Term.
• 12.4.5 As of the proposed Transfer's effective date, all of the proposed transferee's obligations to us and our affiliates and designated suppliers (if any) must be fully satisfied.
• 12.4.6 As of the proposed Transfer's effective date, the transferee must have the unconditional right to occupy the Premises and assume your lease for its remaining term (and to secure an option to renew the lease on terms agreeable to the landlord and transferee).
• 12.4.7 Except as provided below in this Section 12.4.7, if the Transfer results in a 50% or more change in your ownership, you or the transferee must pay us a transfer fee of $15,000 for the Agency and (but only if a Transfer of multiple agencies is permitted by us as described below in Section 12.4.19) $5,000 for each additional agency transferred, plus any broker fees we incur in helping you find a transferee.

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