Where in the Buildingstars Franchise Agreement can I find information about the franchisee's obligations?

[Item 22: CONTRACTS]

• I.

Right to Audit.

BUILDINGSTARS may, from time to time, cause one or more complete audits to be made of the affairs and records relating to the operations of the Business.

Upon request by BUILDINGSTARS, FRANCHISEE shall make such books, records and information available to BUILDINGSTARS or its designated representative at all reasonable times for review and audit by BUILDINGSTARS at FRANCHISEE'S place of business.

If it is found that FRANCHISEE underreported Gross Sales, FRANCHISEE will reimburse BUILDINGSTARS for the amount of the Account Sales Fees, Administration Fees, Royalty Fees, and Insurance Program Fees, if applicable, that would have been billed had billings been reported accurately, plus interest on those amounts at the rate of the lesser of one and one-half percent (1-1/2%) per month or the maximum legal rate in the jurisdiction where the Business is located.

In addition, in the event that an audit by BUILDINGSTARS results in a determination that any or all of the Account Sales Fee, Administration Fees, Royalty Fees and Insurance Program Fees, if applicable, paid to BUILDINGSTARS are deficient (underpaid) by more than two percent (2%), the FRANCHISEE shall promptly pay to BUILDINGSTARS any amounts shown to be due and all costs and expenses incurred by BUILDINGSTARS in conducting the subsequent audit to determine that the FRANCHISEE is reporting correctly (not the audit which disclosed the original deficiency), including salaries of BUILDINGSTARS' representatives, travel costs, room and board and audit fees.

Nothing contained herein shall constitute an agreement by BUILDINGSTARS to accept any payments after the same are due or commitment by BUILDINGSTARS to extend credit to or otherwise finance the FRANCHISEE'S operation of the Business.

The obligations of this provision survive termination or expiration of the Agreement.

• R. Day-to-Day Control. FRANCHISEE has the sole rights and responsibilities for the manner and means by which the day-to-day operation of the Business is determined and conducted and for achieving its business objectives. Subject to any approval, inspection and enforcement rights reserved to BUILDINGSTARS, these rights and responsibilities include the employment, supervision, setting the conditions of employment and discharge for its employees at the Business, daily maintenance, safety concerns, and the achievement of conformity with the System.

FRANCHISEE is responsible for hiring and maintaining a staff of qualified and competent employees for its Business. FRANCHISEE is solely responsible for all its hiring decisions and for all obligations arising from FRANCHISEE's relationship with its employees, even if FRANCHISEE uses sample employment policies, procedures or examples that BUILDINGSTARS makes available for FRANCHISEE's optional use. The use of any sample document by FRANCHISEE is not required by this Agreement. All documents are provided "as is" and BUILDINGSTARS makes no warranty that the information and sample documents comply with applicable federal, state or local laws, regulations or ordinances where FRANCHISEE does business. The fact that BUILDINGSTARS has shared this information and these sample forms/information with FRANCHISEE is not intended to be, nor is it, a requirement by BUILDINGSTARS that FRANCHISEE must use this or a similar document or process in FRANCHISEE'S business. Further, providing sample documents is not intended to indicate in any way that BUILDINGSTARS has the right to require that any franchisee use this or a similar document or process in their franchised business, as BUILDINGSTARS does not have such rights to require use of these documents. BUILDINGSTARS's rights to require use of specific items relate only to maintenance of brand standards and trademark protection as required by federal law. If use is required to protect brand standards or BUILDINGSTARS's trademarks, such use will be identified as mandatory.

• C.

Consequences of Termination.

Upon termination or expiration of this Agreement, for any reason whatsoever, all of FRANCHISEE'S rights hereunder shall terminate.

FRANCHISEE shall immediately thereafter discontinue use of all Marks, signs, colors, structures, printed goods and forms of advertising indicative of BUILDINGSTARS' business and return any copyrighted materials which have been provided to FRANCHISEE by BUILDINGSTARS, and if BUILDINGSTARS requests, shall assign its telephone numbers to BUILDINGSTARS and execute any and all documents necessary to do so.

Further, FRANCHISEE shall pay all amounts due to BUILDINGSTARS, BUILDINGSTARS' Affiliates, and suppliers.

Further, FRANCHISEE agrees to return any and all materials which contain Confidential Information in whatever form, including but not limited to the Confidential Operation Manual, to BUILDINGSTARS immediately.

FRANCHISEE'S obligations regarding Trade Secrets and Confidential Information and Non-Solicitation and Non-Competition shall remain in full force and effect in accordance with their terms, notwithstanding such termination.

FRANCHISEE will immediately cease providing services to all Customers and forfeit all rights it has to the customer accounts. Upon request of BUILDINGSTARS, FRANCHISEE will assign to BUILDINGSTARS any or all of FRANCHISEE'S customer contracts and BUILDINGSTARS will have the right to either service the accounts or assign the servicing of the accounts to others. At no such time

will FRANCHISEE terminate a written contract until proper notice has been given to BUILDINGSTARS prior to termination.

• O.

Survival.

FRANCHISEE'S obligations regarding trade secrets, non-competition and non-solicitation and indemnification, as well as accrued obligations of FRANCHISEE to BUILDINGSTARS, shall survive any Transfer of Interest or the termination, expiration or assignment of this Agreement.

• F. Cooperation for Financial Performance Representations. FRANCHISEE shall maintain its books and records in accordance with generally accepted accounting principles, consistently applied. If BUILDINGSTARS at any time desires to utilize a financial performance representation or similar document in connection with the sale of franchises, FRANCHISEE agrees to provide BUILDINGSTARS, at no cost, with such reasonable information as BUILDINGSTARS requires from FRANCHISEE in order to properly prepare such documents, and shall permit BUILDINGSTARS to utilize such information as it deems necessary.

• H. Financial Records and Reports. FRANCHISEE agrees to furnish to BUILDINGSTARS financial reports as shall be requested by BUILDINGSTARS from time to time pursuant to or in connection with this Agreement or as specified in the Confidential Operations Manual. FRANCHISEE shall establish a business checking account and will continue to maintain a business checking account throughout the term of this Agreement.

• A. IN NO EVENT WILL BUILDINGSTARS BE LIABLE TO FRANCHISEE FOR PROSPECTIVE PROFITS OR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR ANY CONDUCT ARISING OUT OF THIS AGREEMENT OR BUILDINGSTARS RELATIONSHIP WITH FRANCHISEE.

• B. THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES.

• C. ANY DISAGREEMENT BETWEEN FRANCHISEE AND BUILDINGSTARS (AND ITS AFFILIATES AND OWNERS) WILL BE CONSIDERED UNIQUE AS TO ITS FACTS AND MUST NOT BE BROUGHT AS A CLASS ACTION AND FRANCHISEE WAIVES ANY RIGHT TO PROCEED AGAINST BUILDINGSTARS (AND ITS AFFILIATES, STOCKHOLDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) BY WAY OF CLASS ACTION, OR BY WAY OF A MULTI-PLAINTIFF, CONSOLIDATED OR COLLECTIVE ACTION.

• D. FRANCHISEE WILL BE BARRED FROM BRINGING ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR BUILDINGSTARS' RELATIONSHIP WITH FRANCHISEE, UNLESS A JUDICIAL OR ARBITRATION PROCEEDING IS COMMENCED WITHIN ONE (1) YEAR FROM THE DATE ON WHICH FRANCHISEE KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THAT CLAIM.

• E. BUILDINGSTARS MAXIMUM AGGREGATE LIABILITY AND THE MAXIMUM AGGREGATE LIABILITY OF ANY OF BUILDINGSTARS'S OFFICERS, OWNERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, PARENTS OR SUBSIDIARIES RELATED TO ANY AND ALL CLAIMS RELATING TO OR ARISING FROM THIS AGREEMENT OR THE FRANCHISE RELATIONSHIP SET FORTH IN THIS AGREEMENT SHALL BE COLLECTIVELY LIMITED TO THE AMOUNT FRANCHISEE PAID TO BUILDINGSTARS WITHIN THE PRIOR 12 MONTHS IMMEDIATELY BEFORE WRITTEN NOTICE OF ANY PROPER CLAIM IS RECEIVED BY BUILDINGSTARS.

Source: Item 22 — CONTRACTS (FDD page 43)