Is there a limit to the number of Extension Offices a Counselor Realty franchisee can open?

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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.

If Counselor has consented to any Additional Office locations, any sales agents operating out of any such Additional Office locations will be counted as part of the number of sales agents operating from your Office for purposes of Section 1.3(a). If Counselor has consented to any Extension Office locations, you must maintain the mutually agreed-upon minimum number 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.

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