e a licensed CHRISTIE'S INTERNATIONAL REAL ESTATE business using the Marks and System.

• C. We have agreed to grant you the right to develop and operate a licensed CHRISTIE'S INTERNATIONAL REAL ESTATE business subject to the terms and conditions of this Agreement (including all exhibits and related documents) and our Operations Manual.

AGREEMENTS

NOW, THEREFORE, for value received, you and we ("the Parties") agree as follows:

1. GRANT

• 1.1. Grant. Subject to the provisions contained in this Agreement, including all exhibits and related documents, and Operations Manual, we grant you a non-exclusive license to own and operate a CHRISTIE'S INTERNATIONAL REAL ESTATE business (the "Business"). The physical address of your Business ("Main Office") must be located within the Protected Territory and approved by us in writing before you can begin to operate your Business. Your Main Office and the Protected Territory are identified in Exhibit 1 to this Agreement. You may not relocate your Main Office without our prior written consent, as described in Section 5.2 of this Agreement.

• 1.2 Nature of the Protected Territory. Except as described below, and except as modified by Exhibit 1 (if applicable), neither we nor our affiliates will establish and operate, or grant licenses or franchises to others to establish and operate a CHRISTIE'S INTERNATIONAL REAL ESTATE business within the Protected Territory during the term of this Agreement, so long as you are in compliance with this Agreement. The license granted to you under this Agreement is personal in nature and shall only be used from the Main Office and any Additional Office authorized by us. Notwithstanding the preceding sentence, and subject to the terms of this Agreement, you shall have the right to offer and sell real estate brokerage services identified by the Marks through any other channels of distribution, including the Internet but excluding the metaverse. We reserve, maintain, and control all rights with respect to said metaverse. As used herein, "metaverse" means any 3D virtual space powered by technologies – including virtual reality, augmented reality, artificial intelligence, the Internet of Things, and blockchain – that allows people to interact with each other and to have lifelike experiences online. The rights granted under this Agreement are subject to the limitations set forth in the Operations Manual or as we otherwise periodically prescribe, which may include certain territorial policies that we establish or modify from time to time. You may not establish or operate any CHRISTIE'S INTERNATIONAL REAL ESTATE office outside the Protected Territory, unless we permit you to do so under a separate broker Affiliate license agreement. You may not subfranchise or sublicense any of your rights under this Agreement.

• 1.2.1 Subject to Section 1.2.2 below, we and our affiliates, and our and their respective licensees, franchisees, and Affiliates, as well as our agents and the agents of any of these parties, have the right (without compensation to you) to offer and sell real estate brokerage services under the Marks to clients located within the Protected Territory and for real estate located within the Protected Territory, as long as the real estate brokerage services are offered and sold from offices of CHRISTIE'S INTERNATIONAL REAL ESTATE businesses outside of the Protected Territory. In turn, and also subject to Section 1.2.2 below, you and your agents have the right to offer and sell real estate brokerage services under the Marks to clients located outside the Protected Territory and for real estate located outside the Protected Territory but only inside the United States (including Puerto Rico, the U.S. Virgin Islands, and other U.S. territories), as its borders exist on the Effective Date, so long as the real estate brokerage services are offered and sold from the Main Office and any authorized Additional Office. However, you acknowledge and agree: (1) that your rights outside your Protected Territory may be limited based on territorial grants or protections that we or our affiliates have granted to other Affiliates or other third parties, and (2) that the scope of your rights outside of your Protected Territory may be modified by us from time to time, and are subject to the territorial policies that we establish or modify from time to time in the Operations Manual.

• 1.2.2. If you and your agents are licensed, as prescribed by law, to provide real estate brokerage services in an area where another licensee, franchisee or Affiliate has been granted a protected territory by us ("Other Area") but their grant does not prevent others from offering real estate brokerage services under the Marks in the Other Area, so long as you do not exceed 5% of your inventory (as measured by the number of properties) at any given time, you may list properties for sale using the Marks in the Other Area so long as they are listed from your Main Office or Additional Office. If your properties listed in the Other Area exceeds 5% of your inventory and, upon notice from us, you do not cease such listings promptly, you will be in default, and we can terminate the Agreement. Conversely, to the extent another licensee, franchisee, Affiliate, or its agents, are licensed as prescribed by law, to provide real estate brokerage services in your Protected Territory, we will use commercially reasonable efforts to limit such party from listing more than 5% of its inventory of properties using the Marks in your Protected Territory, assuming such party has not been granted unlimited rights by us. However, we have no obligation to enforce this provision against such other parties.

• 1.2.3 Except for the limitations described in this Section, you acknowledge and agree that you do not have any right to exclude, control or impose conditions on our development of future licensed, franchised, company or affiliate-owned CHRISTIE'S INTERNATIONAL REAL ESTATE businesses, or other company owned businesses at any time or at any location.

• 1.3. Rights Reserved to Us. We reserve (for ourselves and our affiliates) reserve all rights to engage in all activities associated with CHRISTIES INTERNATIONAL REAL ESTATE Marks, and all rights to engage in any business, licensing, franchising, or other activities associated with other brands, marks, and real estate brokerage systems, anywhere in the world, not specifically granted to you under this Agreement or expressly prohibited under this Agreement, or expressly prohibited from us engaging in under this Agreement. Without limiting the preceding sentence, we (for ourselves and our affiliates) specifically reserve the right, from any location at any time, without any compensation to you or any other Affiliate and regardless of whether it competes with the Business, the following rights:

• (a) To own and operate, and grant licenses or franchises to others to own and operate, CHRISTIE'S INTERNATIONAL REAL ESTATE offices outside of the Protected Territory;

Source: Item 23 — RECEIPT (FDD pages 54–177)