The "ENGEL & VÖLKERS System" includes the following elements:

• Intellectual property rights, including the trademarks ENGEL & VÖLKERS®, E&V®, GG®, GG GLOBAL GUIDE® and related marks, designs and know-how, unregistered rights to designs, and licenses, marketing and selling rights (hereinafter called "Trademarks");
• Unpatented, practical knowledge and experience of operating local real estate brokerages by the Engel & Völkers Group through experience gathered over many years (hereinafter called "Know-how");
• System-compatible interior decorations and furnishings and external design elements giving the real estate brokerage an attractive appearance, installed in accordance with Franchisor's interior decoration plans and outfitting standards (hereinafter called "Brokerage Design");
• Manuals which may be in electronic form, and all other documents describing the ENGEL & VÖLKERS System, including any amendments, additions and/or deletions or substitutions made by Franchisor (hereinafter called "System Documentation").

11. System Documentation

• 11.1 Compliance with System Documentation: Franchisor has summarized and documented details of the ENGEL & VÖLKERS System and its application in the System Documentation. In order to preserve the good reputation of the ENGEL & VÖLKERS System and ensure maintenance of uniform standards, Franchisee hereby agrees to operate its Residential Real Estate Brokerage in accordance with the mandatory instructions contained in the System Documentation, as it may be amended or modified from time to time. Notwithstanding the foregoing, nothing in the System Documentation shall give Franchisor the right to use technology or tools that the Franchisee is required to use pursuant to the System Documentation to direct or assert control over Franchisee's staff members' or Sales Advisors working conditions, except to the extent the control relates to Franchisor's legitimate interest in protecting the quality of the ENGEL & VÖLKERS System (brand) or the products or services offered at the Residential Real Estate Brokerage.
• 11.2 Validity of System Documentation: Franchisor will provide Franchisee with access to the System Documentation. The System Documentation may be available through a secure Internet link from time to time. Franchisor may communicate to Franchisee mandatory and suggested standards, methods, procedures and specifications applicable to the ENGEL & VÖLKERS System and information relative to other obligations of Franchisee under this Agreement and to the operation of the ENGEL & VÖLKERS System. Such communications may be made through the System Documentation or written or electronic media. Franchisee shall follow the instructions contained in the most recent versions of the System Documentation. In case of any doubt, the master version of the System Documentation kept at the Franchisor's head office shall take precedence, control and

prevail. The System Documentation may be modified by Franchisor in its sole business judgment at any time.

11.3 Confidentiality, Copyright, etc.: Franchisee hereby agrees to treat the System Documentation as strictly confidential and not to allow any unauthorized persons to read or use them or to have access to them. The System Documentation and the copyright on them remain the sole and exclusive property of Franchisor. Franchisee may only use the System Documentation during the Term and may only use them for purposes of operating its business in compliance with the ENGEL & VÖLKERS System. The System Documentation at all times shall remain the exclusive property of Franchisor, and Franchisee shall return all copies of the System Documentation, in whatever format, which Franchisee may have made or obtained to Franchisor promptly upon request by Franchisor and, in any event, upon termination or expiration of this Agreement for any reason whatsoever. Franchisee shall not at any time copy, duplicate, record or otherwise reproduce or transcribe any of the System Documentation or any of the forms supplied by Franchisor hereunder without Franchisor's prior written consent. If the System Documentation is supplied electronically, Franchisee may print one copy for its personal use in the operation of the Residential Real Estate Brokerage.

12. Ongoing Development of the ENGEL & VÖLKERS System

12.1 Modifications:

12.1.1 The parties hereby mutually agree that it may be necessary to adapt the ENGEL & VÖLKERS System, either on a temporary or a permanent basis, due to changing market conditions. In its sole business judgment, the Franchisor may take any steps it deems necessary to adapt and modify the ENGEL & VÖLKERS System, the Integrated Product Suite, the System Documentation and the Trademarks, and the required equipment, technology, signs, trade dress and other business characteristics Franchisee will be required to adhere to (subject to the limitations set forth in this Agreement), to such events or changes in market conditions and other developments occurring at any given time; provided, however, that the cost to Franchisee for adaptations and modifications shall not be unreasonable. Franchisee acknowledges that some aspects of the ENGEL & VÖLKERS System, such as modifications relating to computer systems and technology, may need frequent upgrades and changes. Franchisor will advise Franchisee in writing or by electronic transmission of any amendments, additions to and/or deletions from or substitutions for the System Documentation. Franchisee hereby undertakes to make corresponding amendments to its versions of the System Documentation at its own expense as soon as practicable on receipt of notification of these amendments, and to comply with the requirements of the System Documentation as it may be revised from time to time. Franchisee acknowledges that Franchisor has developed, and may from time to time develop, programs and designations that are only available to franchisees who meet certain criteria and that Franchisor may make adaptations and modifications to the ENGEL & VÖLKERS System related to such programs and designations. Franchisee further acknowledges and agrees that entering into this Agreement does not require Franchisor to make adaptations and modifications to the ENGEL & VÖLKERS System related to such programs and designations available to Franchisee, or entitle Franchisee to participate in such programs or obtain such designations. Franchisee will not have the right to require Franchisor to disclose any such program, designation, or variation or to

Source: Item 22 — CONTRACTS (FDD page 88)