Counselor offers franchises for a full service residential and commercial real estate brokerage business located within a designated geographic area (the "Territory"). See Item 12. Counselor has offered franchises for real estate brokerage businesses since 2002.

Counselor Realty has provided residential and commercial real estate brokerage services since 1964. Counselor Realty, and other "Counselor" franchisees, may conduct their real estate brokerage businesses, and compete with you, within your Territory. See Item 12. Counselor Realty and Counselor Holding have not offered, and do not offer, franchises in any other line of business.

Counselor owns a proprietary and distinctive system for a network of full service residential and commercial real estate brokerage service businesses (the "System"). The System is described in the Franchise Agreement and in Counselor's Franchise Policy Guidelines. A current Franchise Agreement is included in this Franchise Disclosure Document at Exhibit B. Counselor and its affiliates own various names, trademarks, stylized logos, slogans, and symbols (the "Marks") used in the System. See Item 13.

The franchise described in this Franchise Disclosure Document is a license to operate one "Counselor" business ("Business") at a single location you choose (and to which we consent) (the "Office") within the Territory, which provides residential and commercial real estate brokerage services to customers at any location. See Item 12. The Franchise Agreement authorizes you to use certain Marks in the operation of a Business.

Counselor may make changes in the System, Marks, authorized products and services. You may have to change the manner in which you operate the Business, and make additional investments in the franchised Business, periodically during the term of the franchise if Counselor makes changes, or if the Business's equipment or facilities wear out or become obsolete, or for other reasons.

The market in which you will operate is highly competitive. You will compete with many other national, regional, and local businesses which offer competitive goods and services, some of which are larger, older and better financed than Counselor. Your Business will be affected by the general state of the national, regional and local economy, regulatory changes, changes in customer demographics, and your financial and managerial capabilities. These factors can change without warning.

You must at all times possess a bona fide real estate broker's license in good standing under the laws of the state where the Business is located. If you are a partnership, corporation or other entity, you must be legally authorized to do business in the state where your Business is located. At all times during the term of the franchise you must keep in force all necessary licenses and permits required by public authorities. The Wisconsin Department of Regulation and Licensing, the Wisconsin Realtors Association, the National Association of Realtors, local Boards of Realtors, and the Federal Trade Commission have adopted various regulations which govern the activities and business practices of real estate agents. You must comply with all of these regulations and should investigate them before deciding whether to purchase a Counselor franchise.

2. BUSINESS EXPERIENCE

Chief Executive Officer/Chief Financial Officer/Treasurer/Director/Chairperson: Gayle Miller

Mrs. Miller has served as the CEO of Counselor, Counselor Holdings, and Counselor Realty since April 2023 and as Chief Financial Officer since March 2023. Mrs. Miller has served as the Treasurer and as a Director since April 2022. She also served as Treasurer from April 2015 to April 2017, and as Vice President from April 2013 to April 2015. She has served as co-manager of the Coon Rapids office location since 2004. She has served as Chairperson since 2025. She has also served on various committees over the years. She has been a licensed agent with Counselor Realty in Coon Rapids since 2002.

Director: Caroline Dixon

Ms. Dixon has been on the Board of Directors since April 2017. She has been a licensed agent with Counselor Realty since January 2004. She has served on the Relocation Committee of Counselor Realty and presently serves as chair. She served as an alternate for the Board of Directors from December 2015 to April 2017.

Director: Rick Theisen

Mr. Theisen has served as a member of the Board of Directors of Counselor since April 2018, and as a member of the Board of Directors for Counselor Holding and Counselor Realty since April 2005. He has been a licensed real estate agent with Counselor Realty in Maple Grove, Minnesota since January 1999.

Director: Thomas Engel

Mr. Engel has served as a member of the Board of Directors since January 2023. He has served as the current Broker of Record for Counselor Realty, Inc. since 2019. He also has served as Vice President from 2019 to 2021. Tom has been the current manager of the Maple Grove office since 1997. He has served on various committees and the Board of Directors. He has held his brokers license since 1977, and has been licensed with Counselor Realty, Inc. since 1985.

3. LITIGATION

No litigation is required to be disclosed in this Franchise Disclosure Document.

4.

Source: Item 1 — THE FRANCHISOR, AND ANY PARENT, PREDECESSORS AND AFFILIATES (FDD pages 7–8)