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Business Description

We are a Delaware corporation that was incorporated on November 17, 2005 We commenced operations in February 2006 under the name Engel & Volkers U S Holdings, Inc and we changed names to Engel & Volkers Americas, Inc on February 28, 2018 We do business only under the names Engel & Volkers and Engel & Volkers Americas, Inc Our principal place of business is at 430 Park Avenue, 11 Floor, New York, NY 10022 Our agents for service of process are disclosed in Exhibit B

Prior Experience

The Engel & Volkers group of affiliated companies (the “Engel & Volkers Group”), are firms of real estate agents with extensive expenence handling upscale properties under the Engel & Volkers name m Germany and other countnes (c g, Spam, Italy, U K , South Africa and Thailand) The pnor business experience of the Engel & Volkers Group includes more than 30 years operating Engel & Volkers real estate offices, more than 20 years operating Engel & Volkers real estate brokerages in the form of Property Shops and 20 years in franchising of residential real estate brokerages E&V Yachting channels the expenence from the franchising of residential real estate brokerages into the yachting segment and commenced the franchising of yachting brokerages in the form of Yachting Shops m June 2008 The Engel & Volkers Group history goes back to 1977, when Engel & Cie was established to specialize in the sale and rental of top-quality residential premises in the suburbs of Hamburg, Germany In 1988, Engel & Volkers GmbH established a division for the sale and rental of commercial property, and opened the first office for the sale of residential property/holiday homes outside Hamburg in the Tegemsee (Bavaria) and coastal areas of Germany Many other offices followed and in 1989 Engel & Volkers GmbH opened its first office abroad in Majorca, Spam in an exclusive partnership with a third party

Business Offered

We have two pnmary lines of business a real estate brokerage franchise program and the yachting brokerage franchise program Those two lines of business constitute our entire business Under the real estate brokerage program our business is to grant direct licenses and master licenses in the United States and Canada and to provide services to our direct licensees and master licensees for the residential property segment consisting of (i) the opportunity to open and operate Engel & Volkers Residential Real Estate Brokerages for the marketing of residential property under the Engel & Volkers trade name, Trademarks and System of operating procedures, including the utilization of a worldwide client platform, and (ii) for our master licensees, the nght to grant sublicenses to third parties to own and operate Residential Real Estate Brokerages using the real estate brokerage system In Florida, a master licensee has been granted exclusive nghts to offer License Agreements for the operation of Engel & Volkers Residential Real Estate Brokerages As of December 31, 2018, we had 130 franchised and subfranchised real estate brokerage locations in the United States In addition, we are now also granting direct licenses in New York, California and Florida and providing services to direct licensees regarding the yachting segment consisting of (i) the opportunity to open and operate Engel & Volkers Yachting Brokerages for the marketing of exclusive yachts and moormgs and providing yacht management services under the Engel & Volkers trade name. Trademarks and System of brand operating procedures, including the utilization of a worldwide client platform At this time, we will offer License Agreements for the operation of Engel & Volkers Yachting Brokerages only m New York, California and Flonda For the yachting segment, we are pnmanly seeking conversion franchisees already m the yachting brokerage business who can operate from high-end mannas and retail locations in high-end commercial areas (“Yachting Shops”) close to such mannas Our only business is to franchise yachting brokerages and real estate brokerages and we do not conduct the type of business that you and other licensees will operate We began offenng master licenses in the residential segment m February 2006 and we disclose the sale of residential real estate master licenses by a separate FDD We began offering direct licenses m the residential segment in April 2011 and we disclose the sale of residential real estate direct licenses by a separate FDD We initially began offenng yachting brokerage licenses in October 2012, but as of December 31, 2014 temporanly stopped pursuing the yachting program As of the effective date of this Franchise Disclosure Document we are now beginning to offer the yachting program again in the United States

Initial Fees

You must pay us an initial franchise fee (“Admission Fee”) of $50,000 at the time of signing the License Agreement For the minimum Admission Fee, your Protected Area will be an area of one or several US postal zip codes You may be charged a higher Admission Fee based on the size of your Protected Area, the number of locations, the market potential, the population base, the character of the yachts and moonngs, and the total market turn-over Each Protected Area will have different charactenstics In yachting, each location is unique and we take several different factors into consideration when determining what initial fee to charge Some of the factors we consider include whether the location is in an established yachting “hot spot” where there is some concentration of other yachting brokerages, if there is a manna that has been operational for many years, and whether there is a concentration of high net worth individuals in your location The Admission Fee covers all expenses incurred by us in the development, outfitting and system integration services provided for you The Admission Fee is not refundable Additionally, you will be required to pay a training fee of $298 per person participating m the Engel & Volkers Engage training (“EV Engage”) This training must be taken by you, if you participate in the operational business of your yachting brokerage or your brokerage manager If you and your brokerage manager are involved in the yachting brokerage, then both of you must be enrolled in the EV Engage training and pay the training fee You will also have to pay the training fee of $298 per additional person participating m the EV Engage training The number of participants in the EV Engage training will depend on the size of your operations, but m addition to you and/or your brokerage manager we estimate that at least one employee and 3 sales agents will participate On the high end, we estimate that 1 additional employee and 17 additional sales agents will participate Currently, if you cancel training m writing at least 21 days before the trammg you will receive a 50% refund of the training fees If you cancel less than 21 days before the trammg you will receive no refund The remainder of the training fees IS non-refundable We have the nght to amend the cancellation policy periodically You may, however, substitute the person to receive the training at any time

Financing

We do not offer direct or indirect financing We do not guarantee your note, lease or other obligation

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document Financial performance information that differs from that included in Item 19 may be given only if (1) a franchisor provides the actual records of an existing outlet you are considering buying, or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets We also do not authonze our employees or representatives to make any such representations either orally or in wnting If you are purchasing an existmg outlet, however, we may provide you with the actual records of that outlet If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting Anthony Hitt, James Ramsay or Ulrike Cohen, at 430 Park Avenue, 11* Floor, New York, New York 10022, 212-234-3100, the Federal Trade Commission, and the appropriate state regulatory agencies