What is Christies International Real Estate's Right of First Refusal?

• **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;

• (b) To own and operate, and grant licenses or franchises to others to own and operate, any business of any kind (other than an office located within your Protected Territory selling the same services as a CHRISTIE'S INTERNATIONAL REAL ESTATE businesses) under the Marks at any locations within or outside of your Protected Territory, including by electronic means such as the Internet, applications, by websites we may establish, catalog sales, telemarketing, or other direct marketing sales;

• (c) To own and operate, and grant licenses or franchises to others to own and operate, any business of any kind, including a real estate business selling the same or similar services as CHRISTIE'S INTERNATIONAL REAL ESTATE businesses, under any names, trademarks, service marks, logos and other commercial symbols other than the Marks, regardless of where such businesses are located, including within the Protected Territory;

• (d) To merge with, acquire, be acquired by, or become associated with any businesses that are the same or similar to a CHRISTIE'S INTERNATIONAL REAL ESTATE businesses and operate or license others to operate such businesses regardless of where the businesses are located, including within the Protected Territory, and to be acquired by any third party that operates businesses that are the same or similar to CHRISTIE'S INTERNATIONAL REAL ESTATE businesses regardless of where such businesses are located, including within the Protected Territory;

• (e) to promote, sell, and distribute products, items, and other materials under the Marks or other trademarks through dissimilar channels of distribution (i.e., other than the operation of a CHRISTIE'S INTERNATIONAL REAL ESTATE office within the Protected Territory), including by electronic means such as the Internet, applications, by websites we may establish, catalog sales, telemarketing, or other direct marketing sales;

• (f) To advertise the System anywhere, including, without limitation, on the Internet (or any other existing or future form of electronic commerce) and to create, operate, maintain, and modify, or discontinue the use of a website or any online presence using the Marks; and

• (g) to engage in all other activities associated with the CHRISTIES INTERNATIONAL REAL ESTATE Marks not expressly prohibited under this Agreement.

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