isclaimers and Disclosures - 1

Ongoing Communications - 1

Administrative, Accounting, and Reporting - 2

Legal and Ethical Guidelines - 3

ITEM 12 TERRITORY

Your Main Office and Any Additional Offices

The physical address of your Business (the "Main Office") must be approved by us in writing before you can begin to operate your Business. Your Main Office will be identified in Exhibit 1 of the License Agreement. You may open additional offices (each, an "Additional Office") as listed in Exhibit 1 of the License Agreement, or as needed, so long as we receive prior written notification before you enter into any binding agreement to lease, purchase, or otherwise occupy the Additional Office. We reserve the right to reject the location of your anticipated Additional Office. If we approve your proposed Additional Office, you must execute the Additional Office Addendum.

You may not relocate your Main Office or Additional Office without our prior written consent. We consider the following factors when reviewing your initial proposed site for your Main Office or Additional Office, and any request for relocation: (i) residential population, (ii) income levels, (iii) demographics, (iv) competition, (v) visibility, (vi) proximity to other CHRISTIE'S INTERNATIONAL REAL ESTATE offices, (vii) accessibility, (viii) traffic, (ix) size, (x) condition and character, (xi) parking, and (xii) available signage.

Territory - Protected Territories and Non-Exclusive Territories

Protected Territories

Your License Agreement will indicate whether you have a "Protected Territory." In cases where we grant a Protected Territory, there is no "minimum" Protected Territory, and you and we will agree upon a Protected Territory to designate. The Protected Territory will typically be a list of counties, zip codes, or other geographical designations, which will be designated in the License Agreement. If we grant you a Protected Territory, your Main Office and any Additional Offices must be located within the Protected Territory.

If we grant you a Protected Territory, neither we nor our affiliates will establish and operate, or grant licenses or franchises to others to establish and operate, any other office of a CHRISTIE'S INTERNATIONAL REAL ESTATE Business within the Protected Territory during the term of the License Agreement, as long as you are in compliance with the License Agreement.

Non-Exclusive or Not Protected Territories

If the License Agreement does not designate a Protected Territory, then the License Agreement does not grant you a territory or any territorial protection. In that case, your right to operate a Business pursuant to a License Agreement is limited solely to the Main Office and any Additional Offices, although your affiliated real estate agents may offer and sell their real estate services anywhere they are licensed.

Operations Within and Outside of the Territory

The franchise granted to you under the License Agreement is personal in nature, and shall only be used from the Main Office and any Additional Office authorized by us. However, 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 (subject to the restrictions in the License Agreement, Operations Manual, and our policies). Your Protected Territory does not include the metaverse, and we reserve, maintain, and control all rights with respect to the metaverse.

Your right to offer and sell real estate brokerage services under the License Agreement is 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 are not granted any options or rights to acquire additional franchises. You may not subfranchise or sublicense any of your rights under the License Agreement. 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, 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 those real estate brokerage services are offered and sold from the Main Office and any authorized Additional Office. The following additional limitations exist: (1) 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) 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. 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.

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 against such other parties.

You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

Source: Item 12 — TERRITORY (FDD pages 33–38)