If I decide to sell my Brightstar Care franchise, what kind of offer must I obtain from a buyer?

• 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.

We reserve this right in order to preserve and enhance compliant operations of BrightStar Care Agencies and to protect the System's reputation and goodwill.

You further acknowledge that the rights described in this paragraph will apply even if the proposed Transfer is of a controlling ownership interest in you (as defined in Section 12.7 below) in situations where you own multiple BrightStar Care Agencies under one or more franchise agreements with us.

In other words, we may disapprove the Transfer of a controlling ownership interest in you if the Transfer would result in new owners of yours effectively controlling the Agency and additional BrightStar Care Agencies under separate franchise agreements with us.

• 12.4.20 In addition to the above, you acknowledge that we have legitimate reasons to evaluate the qualifications of potential transferees and to analyze and critique the terms of their purchase contracts with you, and our contact with potential transferees to protect our business interests will not constitute improper or unlawful conduct.

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