provided in Section 1.2, the Initial Franchise Fee is nonrefundable.

• 5.2 Base Monthly Fee. You must pay us a Base Monthly Fee of $371. At the beginning of each month, we will send you an invoice for the Base Monthly Fee, and you must pay us that fee on or before the 20th day of such month.

• 5.3 Continuing Agent Fees. The Base Monthly Fee above includes the first 5 agents operating through your Office. You must pay us a monthly Continuing Agent Fee in an amount equal to $53 per licensed agent for the sixth through 15th licensed agent operating through your Office; $37 per licensed agent for the 16th through 35th licensed agent operating through your Office; and $32 per licensed agent for the 36th and each additional licensed agent operating through your Office. For purposes of clarity, if you have 50 licensed agents operating through your Office for a certain month, your Continuing Agent Fee for that month would be $1,750 ($53 multiplied by 10, plus $37 multiplied by 20, plus $32 multiplied by 15). For purposes of calculating the Continuing Agent Fee pursuant to this Section 5.3, the number of agents operating through your Office for any given month shall be the number of licensed agents listed as operating through your Office with the Minnesota Department of Commerce on the first day of the applicable month. At the beginning of each month, we will send you an invoice for the amount of the Continuing Agent Fee you owe us for the current month, and you must pay us the amount of such Continuing Agent Fee on or before the 20th day of such month. If Counselor has consented to any Additional Office locations or Extension Office locations, any licensed agents operating from any such Additional Office locations or Extension Office locations will be counted in the number of agents operating through your Office for purposes of this Section 5.3.

• 5.4 Advertising Fees. If your Office (or any Additional Office or Extension Office) is located within the 11-county metropolitan area of the Twin Cities of Minneapolis and St. Paul, Minnesota (including the Counties of Scott, Wright, Isanti, Dakota, Anoka, Hennepin, Washington, Carver, Ramsey, Sherburne and Chisago), you must pay to Counselor an Advertising Fee equal to $60 per agent per month for each agent operating out of the Office, Additional Office or Extension Office located in such metropolitan area, as a contribution towards the general costs of marketing activities conducted by Counselor. The amount of this Advertising Fee may be increased during the term of this Agreement by Counselor from time to time in its sole discretion. We reserve the right to establish and organize a "Regional Advertising Group" if your Office (or any Additional Office or Extension Office) is located outside the Twin Cities. If your Office (or any Additional Office or Extension Office) is located outside the Twin Cities, you must be a member of the "Regional Advertising Group" (once established) and pay to the "Regional Advertising Fund" an Advertising Fee equal to $25 per agent per month for each agent operating out of the Office, Additional Office or Extension Office located in such geographical area. The amount of your Advertising Fees for the Regional Advertising Group may be increased during the term of this Agreement by a majority vote of the "Regional Advertising Committee" that manages your Regional Advertising Group. Advertising Fees will be due and payable by the 20th day of each month.

5.5 Website Fees.

• (a) You must pay us an initial Website Set Up Fee, in an amount equal to the costs incurred by us in setting up a webpage for your Office on Counselor Realty, Inc.'s website. If we have consented to any Additional Office locations, you may request to have us set up a separate webpage or subdomain for any such Additional Office on Counselor Realty, Inc.'s website and, if elected, you must pay us a Website Set Up Fee for such webpage, in an amount equal to the costs incurred by us in setting up any such webpage. If we have consented to any Extension Office locations, you must pay us a Website Set Up Fee, in an amount equal to the costs incurred by us in setting up a webpage for each such Extension Office on Counselor Realty, Inc.'s website. Any agents operating out of an Additional Office location may be listed on the webpage for such Additional Office location and your other Office locations for no additional charge.
• (b) You must pay us a monthly Website Fee in an amount equal to $75 for each Office location (including each Additional Office and Extension Office), plus $25 for

each licensed agent choosing to have an optional agent website provided by Counselor.

Source: Item 22 — CONTRACTS (FDD page 32)