of

sales agents operating from such Extension Office (which must be agreed to before Counselor consents to any Extension Office location). One of these sales agents must be a supervising broker. The minimum number of sales agents required to be operating in any such Extension Office is separate from and in addition to the minimum number of sales agents that are required to operate from any of your other Office locations (including any Additional Offices). If you fail to satisfy and maintain the minimum required number of sales agents in the Extension Office on an ongoing basis, Counselor may (in its sole discretion) elect to have you close the Extension Office or terminate the Franchise Agreement. If Counselor has consented to any Extension Office, you will not receive any territorial protections with respect to such Extension Office. Both Counselor and other "Counselor" licensees may provide residential and commercial real estate brokerage services anywhere near such Extension Office. In addition, Counselor may itself establish or operate a "Counselor" office, or license another to establish or operate a "Counselor" office, anywhere near such Extension Office; provided, however, that if Counselor proposes to license another to establish or operate a "Counselor Office" with a territory that would include the location where such Extension Office is located (a "Territory Opportunity"), we will provide you with a right of first refusal for such Territory Opportunity on the following terms: (i) we will provide you with written notice of a Territory Opportunity, and you will have 30 days to advise us in writing that you wish to participate in the Territory Opportunity; (ii) if you do not notify us within such period, then we may pursue such Territory Opportunity and/or grant any other person or entity the right to participate in such Territory Opportunity without any liability to you; and (iii) if you timely notify us in writing that you wish to participate in the Territory Opportunity, then we may condition your participation on compliance with such terms and conditions as we consider appropriate to the particular Territory Opportunity, including: (a) execution of such franchise agreement and related agreements as are then generally used by us in connection with the award of the applicable Territory Opportunity; (b) timely payment of all initial fees and any other fees charged by us or our affiliate in connection with the award or grant of the applicable Territory Opportunity; and (c) meeting our then-current eligibility requirements applied by us to candidates for such Territory Opportunity.

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.

13.

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