What are the Buildingstars franchisee's obligations regarding transfer (Item 9) and how does this relate to potential bankruptcy (Item 4)?

st serve the interests of the FRANCHISEE, BUILDINGSTARS and System. Subject to the other provisions of this Agreement, FRANCHISEE expressly agrees to abide by any such modifications, changes, additions, deletions and alterations, including but not limited to the purchase of new and additional equipment and acknowledge that such modifications, changes, additions, deletions and alterations may require further expenditures by FRANCHISEE.

XIII. TRANSFERABILITY OF INTEREST

• A. By BUILDINGSTARS. BUILDINGSTARS is free to assign any or all of its rights and obligations under this Agreement, and upon such assignment BUILDINGSTARS shall be relieved of any of the obligations under this Agreement so assigned, and all rights and obligations shall accrue to the successor or assignee.

• B. By FRANCHISEE. BUILDINGSTARS has the right to reasonably disapprove any person or entity would have actual, legal or effective control over the Business and shall have the right to approve any Transfer. Consent to a Transfer shall not be deemed a waiver of BUILDINGSTARS' right to consent to any subsequent Transfers. BUILDINGSTARS will approve a sale, Transfer or change in ownership under the following conditions:

• 1. Governmental Compliance. The Transfer is conducted in compliance with applicable laws and regulations and the transferee has all permits and licenses necessary to operate the Business;
• 1. Prior Compliance. The FRANCHISEE has performed its obligations and duties under this Agreement and FRANCHISEE is not in default under this Agreement, or any other agreement with BUILDINGSTARS;
• 1. Payments. The transferor has satisfied all of its monetary obligations to BUILDINGSTARS, BUILDINGSTARS' Affiliates and suppliers under this Agreement and all other agreements it has with BUILDINGSTARS;
• 1. Release. The FRANCHISEE, including all officers, directors and shareholders (as well as all guarantors under this Agreement) must execute a general release, in the form which we approve, of any and all claims against BUILDINGSTARS, BUILDINGSTARS' Affiliates, and their respective officers, directors, employees and agents;
• 1. Requirements of Transferee. The transferee meets the established standards for new franchisees, is of good moral character, has a good credit rating, sufficient financial resources to operate the business and competent qualifications. The transferee must execute a new Franchise Agreement with the standard terms and conditions then being offered in the FRANCHISEE'S state by BUILDINGSTARS and the owners must execute a personal guarantee. Notwithstanding anything herein to the contrary, under no circumstances will BUILDINGSTARS will be obligated to replace any customer account that have been transferred pursuant to the Transfer of Interest.
• 1. Transfer Fee. The transferee pays a transfer fee of the lesser of: (i) $4,000; or (ii) 10% of the total sales price of the Interest being transferred including any down payments or amounts financed in lieu of the Franchise Fee, but in no event will the transfer fee be less than $1,500;
• 1. Assumption of Liabilities. The transferee agrees to assume all liabilities and obligations from the prior operation of the Business, including the lease, and complies with other reasonable requirements BUILDINGSTARS may impose;
• 1. Completion of Training and Experience of Transferee. The transferee and/or transferee's management team, including a designated manager, must successfully complete the initial training program. In addition, BUILDINGSTARS can withhold consent if the transferee does not have adequate previous management experience, in BUILDINGSTARS' sole judgment, in order to fulfill the obligations of the FRANCHISEE;
• 1. Continuing Liability. If BUILDINGSTARS approves an assignment, BUILDINGSTARS shall have the discretion to require FRANCHISEE and the guarantors to remain liable for the full and faithful performance of the obligations of the assignee; and
• 1. Economically Reasonable Terms. Although BUILDINGSTARS will not be required to determine the value of business upon a Transfer, if in BUILDINGSTARS' reasonable judgment, the purchase price or terms of the sale are not economically feasible to the proposed assignee, BUILDINGSTARS can withhold its consent to such an assignment or Transfer. Further, BUILDINGSTARS may, in good faith, notify FRANCHISEE, stating the reasons that BUILDINGSTARS has elected to withhold approval of the proposed Transfer. Notwithstanding the foregoing, BUILDINGSTARS' approval of the Transfer shall not be deemed to imply or warrant that the purchase price or terms of sale are economically feasible, and BUILDINGSTARS hereby disclaims any responsibility for making any such determination.

• C. Death or Incapacity of FRANCHISEE. FRANCHISEE, by will or other written instrument, may appoint a designated heir to continue operation of the Franchise Business, upon FRANCHISEE'S death. Said designated heir must meet the qualifications of paragraph XIII.B. No fee will be charged on a Transfer pursuant to this paragraph.