What part of the Remax Franchise Agreement discusses territorial development and sales quotas?

[Item 12: TERRITORY]

TERRITORY

You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. You are granted the right to operate the Office at a specific address-only location that first must be approved by REMAX, LLC. You may not relocate the Office without REMAX, LLC's prior written consent. The Franchise Agreement does not give you any right of first refusal, option or any other right to purchase, acquire, or open any additional RE/MAX office franchises, although you may, under certain circumstances, be granted the right to open one or more Team Offices (see discussion below). REMAX, LLC or any of REMAX, LLC's affiliates may establish other franchised or company owned outlets at any location whatsoever, including a location in close proximity to your Office and that may compete with your location. REMAX, LLC retains all rights to develop, locate and operate, and to grant others the right to develop, locate and operate, real estate brokerage offices under another trademark or service mark or any other business under the Marks or under any other trademark or service mark or to engage in any other business activity anywhere even if such RE/MAX office or other office has an adverse impact on your business.

[Item 22: Contracts]

D. RESERVATION OF RIGHTS.

REMAX, LLC and REMAX Regional reserve all rights not specifically granted to you in this Agreement.

By way of example and not in limitation of the foregoing, nothing contained in this Agreement shall be deemed, expressly or by implication, to restrict in any way the right of REMAX Regional or REMAX, LLC or any of our or REMAX, LLC's Related Parties, now or in the future, from engaging in any business activities whatsoever, without limitation as to location, medium or trade channels; and from using the RE/MAX Marks and other proprietary rights in our or REMAX, LLC's other business activities without limitation; and from selling or offering any products or services under the RE/MAX Marks, or under any other trademarks, service marks or trade dress, or through other trade channels.

You acknowledge that REMAX Regional and REMAX, LLC retain all rights to establish or acquire, or authorize others to establish or acquire, additional real estate brokerage office locations or other operations without regard to proximity to the Premises and that such market development and expansion is an integral part of the marketing concept underlying REMAX Regional's and REMAX, LLC's business.

Nothing contained in this Agreement shall be deemed, expressly or by implication, to grant to you any type of exclusive or protected territory or any right to limit, control, or prevent REMAX Regional's or REMAX, LLC's right to own, operate, franchise, or license or in any other manner authorize the location and operation of real estate brokerage or other businesses at any location or in any medium whatsoever.

Moreover, nothing contained in this Agreement shall be deemed, expressly or by implication, to grant or extend to you a right of first refusal, option or any other right to purchase, acquire or open an additional RE/MAX franchise now or in the future.

[Item 22: Contracts]

E. RENEWAL OF FRANCHISE.

You may, at your option, renew your franchise relationship for an additional period if you meet the following conditions:

(1) You have complied with all of the terms and conditions of this Agreement, including but not limited to meeting your Minimum Agent Count (as set forth in Section 7 below) throughout the Term;

• (2) You have exercised diligent efforts to develop your Office to its full potential during the Term, in a manner acceptable to us;

[Item 12: TERRITORY]

Factors considered in determining whether to grant a longer renewal term include, but are not limited to (a) whether you have fully complied with all conditions for renewal set forth in your existing franchise agreement; (b) whether you have consistently paid in full and on a timely basis all fees, dues and other amounts owed under your franchise agreement throughout its term; (c) whether you have met the minimum agent count or quota set forth in your expiring franchise agreement; (d) your office's market share; (e) whether you have a proven track record of participation in scheduled RE/MAX events such as annual conventions, Broker/Owner conferences, and educational seminars; (f) whether you have met our then current subjective and objective standards for new franchisees; and (g) whether you have demonstrated a spirit of cooperation with us and within the RE/MAX System that, in our sole discretion, merits consideration for a longer renewal term.

Minimum Agent Count

The Franchise Agreement will establish a Sales Associate minimum agent count (the "Minimum Agent Count") for the Office. Minimum Agent Count is based upon a number of criteria, including most notably REMAX, LLC's performance goals and market share expectations for the area where the Office will operate. The Minimum Agent Count establishes the number of Sales Associates you are required to bring into the RE/MAX network during the development period of the franchise from companies that are not affiliated with RE/MAX. The Minimum Agent Count also establishes the minimum number of Sales Associates you will be required to maintain on an ongoing basis. Because these Minimum Agent Count

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 53–56)