What constitutes the 'Territory' for a Counselor Realty franchise, as defined in the Franchise Agreement?

[Item 12: TERRITORY]

The Franchise Agreement authorizes you to establish and operate one Counselor Business at a single Office location within a designated geographic area (the "Territory"). You must obtain our written consent prior to opening or operating any additional Office locations. If the population in your Territory at the time you sign the Franchise Agreement is less than 10,000, your Initial Fee will be $7,500; if the population is 10,000 or more, your Initial Fee will be $15,000. Population figures are determined using then-current census data. You must select a site for your Office within 180 days after you sign the Franchise Agreement. After you notify Counselor of a proposed site for your Office, Counselor has 30 days to review the site and to notify you whether or not it consents to your operation of the Business at that site. If Counselor rejects the site you propose, you will have an additional 60 days to locate a site that is acceptable to Counselor. If you fail to do so, the Franchise Agreement will automatically terminate and Counselor will refund your Initial Fee, less Counselor's expenses associated with reviewing the proposed site(s). After Counselor consents to an Office site you propose, you must open your Business at that site within

six months. If you fail to do so, the Franchise Agreement will automatically terminate and your Initial Fee will not be refunded. Counselor may, in its sole discretion, grant extensions of the deadlines described above.

You may apply to open one or more additional offices within your designated Territory (an "Additional Office") by submitting a request to Counselor describing the location of such proposed Additional Office as well as any additional information Counselor may require or request, along with a one-time fee of $750 for each Additional Office location (the "Additional Office Application Materials"). After Counselor's receipt of such Additional Office Application Materials (including the one-time fee), Counselor will have 30 days to review the Additional Office Application Materials and proposed Additional Office location and notify you whether or not Counselor consents to your opening of such Additional Office location. Any Additional Office we consent to must comply with all requirements of the Franchise Agreement and then-current System standards.

You may apply to open one or more additional offices outside of your designated Territory (an "Extension Office") by submitting a request to Counselor describing the location of such proposed Extension Office as well as any additional information Counselor may require or request, along with a one-time fee of $750 for each Extension Office location (the "Extension Office Application Materials"). After Counselor's receipt of such Extension Office Application Materials (including the one-time fee), Counselor will have 30 days to review the Extension Office Application Materials and proposed Extension Office location and notify you whether or not Counselor consents to your opening of such Extension Office location. Counselor's consent to any Extension Office location will be contingent on you and Counselor reaching a mutual agreement as to the minimum number of sales agents that will operate from the Extension Office. Any Extension Office we consent to must comply with all requirements of the Franchise Agreement and then-current System standards.

Before you sign the Franchise Agreement, you and Counselor will negotiate a schedule for the minimum number of real estate sales agents who must operate from your Office. If you fail to satisfy the agreed-upon schedule, or to maintain the minimum required number of agents in the Office on an ongoing basis, you may lose the exclusive right to operate a "Counselor" office in the Territory, your Territory may be altered (as determined by Counselor in its sole discretion), or Counselor may terminate the Franchise Agreement. See below and Item 17.

You will not receive an exclusive territory. You may face competition from other franchisees or Franchisor-owned outlets, or from other channels of distribution. During the term of the Franchise Agreement, Counselor will not itself establish or operate a "Counselor" office, or license another to establish or operate a "Counselor" office within the Territory. However, both Counselor and other "Counselor" franchisees are free to enter into, and to provide residential and commercial real estate brokerage services within, your Territory, and you are free to provide real estate brokerage services in territories in which other franchisees' "Counselor" offices are located. Continuation of your rights in the Territory is contingent on your achieving and maintaining the minimum sales agent schedule agreed upon by you and Counselor, and on your payment of continuing agent fees based on that schedule. See Item 6. Counselor is engaged in the real estate brokerage business and reserves the right to establish and conduct this business at any location except as described above.

Upon renewal of your franchise and during the successor term, if any, Counselor may alter your Territory if the population in your Territory has increased to exceed the maximum population then allowed by Counselor for a single franchise territory, or if you failed to maintain the minimum required number of agents during the prior term.

You may relocate, with the prior written consent of Counselor, to a suitable site within the Territory. The replacement Office must open within 120 days after the prior facility closes. The replacement Office must comply with all requirements of the Franchise Agreement and thencurrent System standards.

Source: Item 12 — TERRITORY (FDD pages 21–23)