Af 2021 FDD 1

ANYTIME FITNESS
FRANCHISE DISCLOSURE DOCUMENT

ANYTIME FITNESS, LLC
a Minnesota limited liability company
111 Weir Drive
Woodbury, MN 55125
651-438-5000
info@anytimefitness.com
www.anytimefitness.com
The franchise we offer is a fitness center offering convenient access and one-on-one, small and large group
training. We also offer the opportunity to open a more limited Anytime Fitness Express center.
The total investment necessary to begin operation of an Anytime Fitness center is between $68,191 to
$693,917. This includes $54,245 to $92,195 that must be paid to the franchisor or affiliate. The total
investment necessary to begin operation of an Anytime Fitness Express center is between $50,759 and
$507,582. This includes $42,425 to $65,875 that must be paid to the franchisor or affiliate. (If you sign a
Development Agreement to develop multiple Anytime Fitness centers, these amounts include the
Development Fee you pay to us, which replaces the Initial Franchise Fee you would have paid for those
centers.)
This Disclosure Document summarizes certain provisions of our franchise agreement and other information
in plain English. Read this Disclosure Document and all accompanying agreements carefully. You must
receive this Disclosure Document at least 14 calendar days before you sign a binding agreement with, or
make any payment to, the Franchisor or an affiliate in connection with the proposed franchise sale. Note,
however, that no governmental agency has verified the information contained in this document.
You may wish to receive your Disclosure Document in another format that is more convenient for you. To
discuss the availability of disclosures in different formats, contact your sales representative at 111 Weir
Drive, Woodbury, MN 55125, telephone: 800-704-5004.
The terms of your contract will govern your franchise relationship. Don’t rely on the Disclosure Document
alone to understand your contract. Read all of your contract carefully. Show your contract and this
Disclosure Document to an advisor, like a lawyer or an accountant.
Buying a franchise is a complex investment. The information in this Disclosure Document can help you
make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a
Franchise,” which can help you understand how to use this Disclosure Document, is available from the
Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600
Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC’s home page at
www.ftc.gov for additional information. Call your state agency or visit your public library for other sources
of information on franchising.
There may also be laws on franchising in your state. Ask your state agencies about them.
ISSUANCE DATE: March 30, 2021.

How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on how to
find more information:
QUESTION WHERE TO FIND INFORMATION
How much can I earn? Item 19 may give you information about outlet
sales, costs, profits or losses. You should also try
to obtain this information from others, like current
and former franchisees. You can find their names
and contact information in Item 20 or Exhibit C.
How much will I need to invest? Items 5 and 6 list fees you will be paying to the
franchisor or at the franchisor’s direction. Item
7 lists the initial investment to open. Item 8
describes the suppliers you must use.
Does the franchisor have the Item 21 or Exhibit D includes financial

financial ability to provide statements. Review these statements carefully.
support to my business?
Is the franchise system stable, Item 20 summarizes the recent history of the
growing, or shrinking? number of company-owned and franchised outlets.
Will my business be the only Item 12 and the “territory” provisions in the
Anytime Fitness business in my franchise agreement describe whether the
area? franchisor and other franchisees can compete
with you.
Does the franchisor have a Items 3 and 4 tell you whether the franchisor or
troubled legal history? its management have been involved in material
litigation or bankruptcy proceedings.
What’s it like to be an Anytime Item 20 or Exhibit C lists current and former

Fitness franchisee? franchisees. You can contact them to ask about
their experiences.
What else should I know? These questions are only a few things you should
look for. Review all 23 Items and all Exhibits in
this disclosure document to better understand this
franchise opportunity. See the table of contents.
What You Need To Know About Franchising Generally
Continuing responsibility to pay fees. You may have to pay royalties and other fees
even if you are losing money.
Business model can change. The franchise agreement may allow the franchisor to change
its manuals and business model without your consent. These changes may require you to
make additional investments in your franchise business or may harm your franchise
business.
Supplier restrictions. You may have to buy or lease items from the franchisor or a limited
group of suppliers the franchisor designates. These items may be more expensive than
similar items you could buy on your own.
Operating restrictions. The franchise agreement may prohibit you from operating a
similar business during the term of the franchise. There are usually other restrictions.
Some examples may include controlling your location, your access to customers, what
you sell, how you market, and your hours of operation.
Competition from franchisor. Even if the franchise agreement grants you a territory, the
franchisor may have the right to compete with you in your territory.
Renewal. Your franchise agreement may not permit you to renew. Even if it does, you
may have to sign a new agreement with different terms and conditions in order to
continue to operate your franchise business.
When your franchise ends. The franchise agreement may prohibit you from operating a
similar business after your franchise ends even if you still have obligations to your
landlord or other creditors.
Some States Require Registration

Your state may have a franchise law, or other law, that requires franchisors to
register before offering or selling franchises in the state. Registration does not mean that
the state recommends the franchise or has verified the information in this document. To
find out if your state has a registration requirement, or to contact your state, use the
agency information in Exhibit A.
Your state also may have laws that require special disclosures or amendments be
made to your franchise agreement. If so, you should check the State Specific Addenda.
See the Table of Contents for the location of the State Specific Addenda.
Special Risk(s) to Consider About This Franchise
Certain states require that the following risk(s) be highlighted:
Out-of-State Dispute Resolution. The Franchise Agreement and Area
Development Agreement require you to resolve disputes with the franchisor by
mediation at a place selected by the mediator, by arbitration in Minnesota (or if
franchisor’s principal office is not in Minnesota, at the office of the American
Arbitration Association located closest to its principal office) and/or by litigation
only in Minnesota. Out-of-state mediation, arbitration, or litigation may force
you to accept a less favorable settlement for disputes. It may also cost more to
mediate at a place selected by the mediator or arbitrate in Minnesota (or if
franchisor’s principal office is not in Minnesota, at the office of the American
Arbitration Association located closest to its principal office) or litigate with the
franchisor in Minnesota, than in your own state.
Certain states may require other risks to be highlighted. Check the “State Specific
Addenda” to see whether your state requires other risks to be highlighted.
NOTICE MANDATED BY SECTION 8 OF
MICHIGAN’S FRANCHISE INVESTMENT ACT
The following is applicable to you if you are a Michigan resident or your franchise will be located
in Michigan.
The state of Michigan prohibits certain unfair provisions that are sometimes in franchise
documents. If any of the following provisions are in these franchise documents, the
provisions are void and cannot be enforced against you.
(a) A prohibition on the right of a franchisee to join an association of franchisees.
(b) A requirement that a franchisee assent to a release, assignment, novation, waiver, or

estoppel which deprives a franchisee of rights and protections provided in this act. This
shall not preclude a franchisee, after entering into a franchise agreement, from settling any
and all claims.
(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its
term except for good cause. Good cause shall include the failure of the franchisee to comply
with any lawful provision of the franchise agreement and to cure such failure after being
given written notice thereof and a reasonable opportunity, which in no event need be more
than 30 days, to cure such failure.
(d) A provision that permits a franchisor to refuse to renew a franchise without fairly
compensating the franchisee by repurchase or other means for the fair market value at the
time of expiration of the franchisee's inventory, supplies, equipment, fixtures, and
furnishings. Personalized materials which have no value to the franchisor and inventory,
supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the
franchise business are not subject to compensation. This subsection applies only if: (i) The
term of the franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise
or other agreement from continuing to conduct substantially the same business under
another trademark, service mark, trade name, logotype, advertising, or other commercial
symbol in the same area subsequent to the expiration of the franchise or the franchisee does
not receive at least 6 months advance notice of franchisor's intent not to renew the
franchise.
(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally
available to other franchisees of the same class or type under similar circumstances. This
section does not require a renewal provision.
(f) A provision requiring that arbitration or litigation be conducted outside this state. This shall
not preclude the franchisee from entering into an agreement, at the time of arbitration, to
conduct arbitration at a location outside this state.
(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a

franchise, except for good cause. This subdivision does not prevent a franchisor from
exercising a right of first refusal to purchase the franchise. Good cause shall include, but is
not limited to:
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(i) The failure of the proposed transferee to meet the franchisor’s then current
reasonable qualifications or standards.
(ii) The fact that the proposed transferee is a competitor of the franchisor or
subfranchisor.
(iii) The unwillingness of the proposed transferee to agree in writing to comply with all
lawful obligations.
(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the
franchisor or to cure any default in the franchise agreement existing at the time of
the proposed transfer.
(h) A provision that requires the franchisee to resell to the franchisor items that are not
uniquely identified with the franchisor. This subdivision does not prohibit a provision that
grants to a franchisor a right of first refusal to purchase the assets of a franchise on the
same terms and conditions as a bona fide third party willing and able to purchase those
assets, nor does this subdivision prohibit a provision that grants the franchisor the right to
acquire the assets of a franchise for the market or appraised value of such assets if the
franchisee has breached the lawful provisions of the franchise agreement and has failed to
cure the breach in the manner provided in subdivision (c).
(i) A provision which permits the franchisor to directly or indirectly convey, assign, or
otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless
provision has been made for providing the required contractual services.
The fact that there is a notice of this offering on file with the attorney general does not
constitute approval, recommendation, or endorsement by the attorney general.
If the franchisee has any questions regarding this notice, those questions should be directed to the
Michigan Department of Attorney General, Consumer Protection Division, Attn.: Franchise, 525
West Ottawa Street, G. Mennen Williams Building, 1st Floor, Lansing, Michigan 48909,
telephone: (517) 373-7117.
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FRANCHISE DISCLOSURE DOCUMENT
TABLE OF CONTENTS
ITEM PAGE
ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES 1
ITEM 2. BUSINESS EXPERIENCE ............................................................................................. 3
ITEM 3. LITIGATION................................................................................................................... 6
ITEM 4. BANKRUPTCY............................................................................................................... 7
ITEM 5. INITIAL FEES................................................................................................................. 8
ITEM 6. OTHER FEES ................................................................................................................ 11
ITEM 7. ESTIMATED INITIAL INVESTMENT ....................................................................... 20
ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ........................ 24
ITEM 9. FRANCHISEE’S OBLIGATIONS................................................................................ 27
ITEM 10. FINANCING................................................................................................................ 28
ITEM 11. FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING ................................................................................................................. 33
ITEM 12. TERRITORY ............................................................................................................... 44
ITEM 13. TRADEMARKS .......................................................................................................... 47
ITEM 14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ...................... 48
ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
FRANCHISE BUSINESS .......................................................................................... 49
ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .............................. 49
ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION......... 50
ITEM 18. PUBLIC FIGURES...................................................................................................... 53
ITEM 19. FINANCIAL PERFORMANCE REPRESENTATIONS............................................ 53
ITEM 20. OUTLETS AND FRANCHISEE INFORMATION.................................................... 66
ITEM 21. FINANCIAL STATEMENTS ..................................................................................... 75
ITEM 22. CONTRACTS .............................................................................................................. 75
ITEM 23. RECEIPTS ................................................................................................................... 76
EXHIBITS
A. LIST OF STATE AGENCIES/AGENTS FOR SERVICE OF PROCESS
B. TABLE OF CONTENTS OF OPERATIONS MANUAL
C. LISTS OF FRANCHISEES AND FRANCHISEES WHO LEFT THE SYSTEM
D. FINANCIAL STATEMENTS
E. FRANCHISE AGREEMENT, GUARANTY, GENERAL RELEASE AND STATE SPECIFIC ADDENDA TO
FRANCHISE AGREEMENT
F. CHARITABLE CONTRIBUTION ADDENDUM
G. AREA DEVELOPMENT AGREEMENT, GUARANTY AND STATE SPECIFIC ADDENDA TO AREA
DEVELOPMENT AGREEMENT
H. STATE SPECIFIC ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT
I. HEALTHY CONTRIBUTIONS AGREEMENT
J. FINANCING DOCUMENTS
K. PROVISION SECURITY SOLUTIONS, LLC TECHNOLOGY SOLUTIONS AGREEMENT
L. NATIONWIDE MUTUAL INSURANCE COMPANY BOND APPLICATION
M. CLUB MANAGEMENT SOFTWARE SERVICE AGREEMENTS
N. RE-SALE ASSISTANCE AGREEMENT
O. FRANCHISEE QUESTIONNAIRE
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P. TRAINING SUITE ADDENDUM
Q. EVOLT SOFTWARE SUBSCRIPTION AGREEMENT
R. ABC MERCHANT SERVICES AGREEMENT
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ITEM 1.
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language in this Disclosure Document, “we”, “us” or “our” means Anytime Fitness, LLC,
the franchisor; “you” or “your” means the person or entity that buys the franchise. If you are a corporation,
partnership or other entity, “you” includes the franchisee’s owners. We are a Minnesota limited liability
company that was originally formed as a corporation on February 22, 2002, and converted to a limited
liability company in December 2009. We maintain our principal place of business at 111 Weir Drive,
Woodbury, Minnesota 55125. We do business under our corporate name and as “Anytime Fitness.”
Our company is owned by Self Esteem Brands, LLC (“SEB”). SEB is owned by Anytime Worldwide,
LLC. The majority of Anytime Worldwide, LLC is owned by Anytime Holdings, Inc. (The original
majority owners of our company own all of Anytime Holdings, Inc. and therefore indirectly continue to
own a majority of the beneficial interest in our company.) We do not have any other parent companies, and
we do not have any predecessors.
The franchises we offer are for the operation of fitness centers designed to operate under the trademark,
“Anytime Fitness®,” or “Anytime Fitness Express®.” Whenever we talk about an Anytime Fitness franchise
in this Disclosure Document, we are referring to both concepts, unless we specifically refer to one or the
other.
We began offering Anytime Fitness franchises in October 2002. We began offering Anytime Fitness
Express franchises in October 2006. We do not do business under any other names. We do not sell
franchises for any other businesses. We began operating our own Anytime Fitness centers in January 2005.
We began operating an Anytime Fitness Express center in October 2006. (We sold that center in 2009, and
no longer operate any Anytime Fitness Express centers.) We do not have any other business activities.
Our franchise system consists of fitness centers offering convenient access and one-on-one, small and large
group training. As of the issuance date of this Disclosure Document, we require you to staff your standard
Anytime Fitness center or Anytime Fitness Express center for a minimum amount of hours per week, and
we require you to offer small and/or large group training and personal training services to your members,
both of which may be done by you or by qualified staff that you hire. We may also require you to use a
telephone answering service during the time your Anytime Fitness center is not staffed. Through an
affiliate, we have developed an access and security system that allows members of an Anytime Fitness
center to have access to any Anytime Fitness center 24 hours a day, automated tanning and vending services,
and reciprocal benefits between centers. In limited cases, we may allow your center to not be accessible
24 hours a day.
We will grant you the right to operate 1 Anytime Fitness center at a location we specify in your Franchise
Agreement (the “Franchise Agreement”). The center will be an Anytime Fitness center unless we designate
it as an Anytime Fitness Express center. Generally, an Anytime Fitness Express center will be a center
located in an area having fewer than 7,000 people living within a 4 mile radius of the center. Anytime
Fitness centers will typically have 4,000 to 6,000 square feet, while Anytime Fitness Express centers will
typically have 1,500 to 4,000 square feet.
We also offer to qualified people the right to develop multiple Anytime Fitness franchises within a specific
territory under the terms of an Area Development Agreement. If you sign an Area Development
Agreement, you will sign a separate Franchise Agreement for each Anytime Fitness (or Anytime Fitness
Express) center you develop under your Area Development Agreement. You will sign the first Franchise
Agreement when you sign the Area Development Agreement. The form of that agreement will be the form
attached to this Disclosure Document. Later Franchise Agreements you sign will be on the form of
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agreement we use at the time you sign the agreement. The terms of those agreements may differ from the
form attached to this Disclosure Document.
The market for fitness centers is a developed market in most areas. Your customers will be the general
public. Your competitors include other national fitness chains, personal training studios and local fitness
centers.
Regulations
Your business will be subject to national, state and local regulations that apply to all businesses, such as the
Americans With Disabilities Act, wage and hour laws, data privacy laws, and business licensing
requirements. Because you will accept credit cards, you will also have to comply with any general laws
and regulations relating to the acceptance of credit cards, including the Payment Card Industry (“PCI”)
Data Security Standard (“DSS”). Compliance with the PCI DSS is your responsibility. You must also
comply with personal information, data protection and data privacy laws that affect the safekeeping of
member information, and regulations that apply to electronic marketing, like faxes, emails, text messaging
and telemarketing. Your business is subject to state and federal regulations that allow the government to
restrict travel and/or require businesses to close during state or national emergencies. As of the date of this
Disclosure Document, restrictions on operations (such as capacity restrictions due to social distancing
requirements) in certain states have been implemented by state governments in response to the novel strain
of the coronavirus (COVID-19) a global pandemic.
There are no national regulations that apply specifically to the operation of fitness centers. However, many
states, and some municipalities, have laws and regulations that apply specifically to membership contracts,
operations and licenses. Many states limit the length of your customer contracts, provide for specific
provisions to be included in those contracts, prescribe the format or type size for the contract, and/or provide
customers the right to terminate their contracts. State regulations may also require you to obtain a bond to
protect pre-paid membership fees you collect. Some states and municipalities may also have enacted laws
requiring fitness centers to have a staff person available during all hours of operation, and in some cases
this person may be required to be certified in basic cardiopulmonary resuscitation, or have other specialized
training. In addition, some states have laws requiring a fitness center to have an automated external
defibrillator (“AED”) and other first aid equipment on the premises, and some may require you to take other
safety measures. If you offer tanning services, there will be laws in some states and municipalities that
apply specifically to tanning services, including laws that deal with staffing, safety precautions, notices to
customers, and restrictions on services available to minors. There is also a 10% tax on all indoor ultra-
violet tanning services imposed by federal law. Some states impose sales taxes on club memberships.
There may also be special permits required for you to operate some or all of your business. If these or
similar laws have been enacted in the state or municipality in which you intend to operate your Anytime
Fitness center, you will need to comply with these laws, and we urge you to become familiar with them.
There are also state and federal laws and regulations that apply to credit transactions, such as the Federal
Truth In Lending Act and Regulation Z, and various other credit related statutes like the Equal Credit Act
and Fair Debt Collection Practices Act. These laws and regulations vary from state to state and may affect
your operations.
Our Affiliates
We have several affiliates that sell goods or services to our franchisees. ProVision Security Solutions, LLC
(“ProVision”) provides information technology services, technology, and security systems, including
computers, sound systems, software and other related components along with technology and software
support, installation services, and security monitoring to our franchisees (see Item 8). It also hosts websites
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for our franchisees. SEB Distribution, LLC will sell Anytime Fitness branded and other products for use
and retail sale in your Anytime Fitness Center. Healthy Contributions, LLC (“Healthy Contributions”) is
a billing processing company that assists in the transfer, processing and distributions of funds and data for
various fitness incentive programs, including an insurance reimbursement program. Anytime Health, LLC
(“Anytime Health”) provides digital applications and services to you and your members. The principal
business address of our parent companies and all these affiliates is 111 Weir Drive, Woodbury, Minnesota
55125. None of these affiliates has ever offered any fitness center franchises or franchises in any other
lines of business, nor have they operated any fitness centers.
In September 2012, our parent formed a new subsidiary, Waxing the City Worldwide, LLC (“Waxing
Worldwide”) (which would be considered an affiliate of ours), and in October 2012, that subsidiary
acquired the assets of Waxing the City Franchising, LLC, a company that offered franchises for salon
experiences focused on body waxing for men and women, and the sale of related products and services
between May 2010 and September 2012. When our affiliate acquired the assets, there were 5 franchises in
operation, 4 of which were indirectly owned by the members of Waxing the City Franchising, LLC. Our
affiliate began offering franchises for that business in April 2013 and had 108 franchisees operating as of
December 31, 2020 and 7 company-owned studios. Waxing Worldwide has never operated any fitness
centers, or offered fitness center franchises or franchises in any other line of business. Waxing Worldwide
has the same principal business address as we do.
Basecamp Fitness, LLC, a wholly-owned subsidiary of our parent company SEB, purchased the assets of
Dethrone Corporate, LLC d/b/a Basecamp Fitness (“Basecamp”) on October 22, 2018. Basecamp is in the
business of operating studio fitness centers that offer memberships allowing members to take short,
regularly scheduled group training classes designed using High Intensity Interval Training strategies.
Basecamp began offering franchises for sale to the general public in April 2020. As of December 31, 2020,
Basecamp Fitness had 2 franchised studios operating in the United States and 6 company-owned studios.
Basecamp has never operated any fitness centers, or offered fitness center franchises or franchises, in any
other line of business. Basecamp has the same principal business address as we do.
Our affiliate, The Bar Method Franchising, LLC (“The Bar Method Franchising”), offers franchises for the
operation of boutique fitness studios that offer barre-based exercise classes using proprietary and non-
proprietary instructional techniques, formats and methods designed to provide fitness training in an
attractive atmosphere. As of December 31, 2020, The Bar Method Franchising had 91 franchised studios
in operation in the United States. The Bar Method, LLC (“TBM”) offered rights for Bar Method studios
from June 2003 until October 2007 and assigned those agreements to The Bar Method Franchising in
January 2008 at which time The Bar Method Franchising began offering Bar Method franchises. TBM and
The Bar Method Franchising have the same principal business address as we do.
Our Agents for Service of Process
Our agents for service of process are disclosed in Exhibit A.
ITEM 2.
BUSINESS EXPERIENCE
Chief Executive Officer, Chief Manager and Governor: Charles Runyon
Mr. Runyon is one of our founders and has been a Director of our company since February 2002, until he
was appointed as a Governor of our company in December 2009. In December 2009, he also became our
President and Chief Manager. In January 2013, he transitioned from the role of President to Chief Executive
Officer. Mr. Runyon has been the Chief Executive Officer and Governor of Waxing Worldwide since
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September 2012, President and a Governor of Basecamp since August 2018, and the President of The Bar
Method Franchising since September 2019.
President, Governor, Secretary: Dave Mortensen
Mr. Mortensen is one of our founders. He was appointed as our Secretary and a Governor of our company
in December 2009, and was appointed President in January 2013. He was appointed as President, Chief
Financial Officer/Treasurer and Secretary of ProVision in October 2009. In December 2009, he was
appointed as Secretary and a Governor of ProVision. Mr. Mortensen has been the President and Secretary
of Waxing Worldwide since September 2012, Vice President and a Governor of Basecamp since August
2018, and the Vice President of The Bar Method Franchising since September 2019.
Chief Financial Officer/Treasurer: R. John Pindred
Mr. Pindred has served as our Chief Financial Officer/Treasurer since November 2014. Mr. Pindred has
been the Chief Financial Officer/Treasurer of Waxing Worldwide since November 2014 and of Basecamp
since August 2018, and the Chief Financial Officer of The Bar Method Franchising since September 2019.
Chief Self Esteem Officer: Carol Grannis
Ms. Grannis has served as our Chief Self Esteem Officer since August 2017. She serves in the same role
for Waxing Worldwide since August 2017, Basecamp Fitness since August 2018, and The Bar Method
since September 2019. She founded Leading Edge Talent Solutions (“Leading Edge”) in January 2003
based in Woodbury, Minnesota and operated Leading Edge through July 2017. Through Leading Edge,
she was a consultant for us from March 2010 to July 2017.
Executive Vice President of International Franchise Operations: Rajat Kumar
Mr. Kumar joined us in April 2018 as our Executive Vice President of International Franchise Operations.
He has served in this same capacity with Waxing Worldwide since April 2018, for Basecamp Fitness
since August 2018, and for The Bar Method since September 2019. From January 2016 to February 2018,
Mr. Kumar was the Global Head of New Business Development at Tata Global Beverages in Singapore.
Chief Development Officer – Jedidiah Schmidt
Jedidiah (Jed) Schmidt has been our Chief Development Officer since January 2020. He serves in the same
capacity for The Bar Method, Waxing the City and Basecamp Fitness. He leads the Franchise Sales, Real
Estate and Market Development teams. Mr. Schmidt joined SEB in June 2016 and served in various roles:
from June 2016 to October 2018 he was President of ProVision and from October 2018 to January 2020 he
was Brand President of Basecamp Fitness. From August 2013 to June 2016, Mr. Schmidt was Global Vice
President of Sales and Marketing for Playerlync, LLC in Denver, Colorado.
Senior Vice President of Franchise Administration: Jennifer Yiangou
Jennifer Yiangou has been our Senior Vice President of Franchise Administration since September 2020.
She serves in the same capacity for The Bar Method, Waxing the City and Basecamp Fitness. From January
2008 to September 2020 she our Vice President of Franchise Administration. She also served as Vice
President of Franchise Administration with The Bar Method from September 2019 to September 2020, with
Waxing the City from October 2012 to September 2020, and with Basecamp Fitness from August 2018 to
September 2020.
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Vice President of International Support: Elizabeth (“Libby”) Junker
Ms. Junker has been our Vice President of International Support since January 2014. From October 2012
to January 2014, she was our Vice President of Strategic Initiatives. Before that, since December 2010,
Ms. Junker was our Vice President of Identity Division.
Chief Technology Officer: Ryan Masanz
Ryan Masanz has been our Chief Technology Officer since October 2012. He has also served as the Chief
Technology Officer for Waxing Worldwide since April 2007, and the Chief Technology Officer for
Basecamp Fitness since August 2018, and the Chief Technology Officer for The Bar Method since
September 2019.
Chief Information Officer: Tammylynne Jonas
Ms. Jonas joined us in May 2019 as our Chief Information Officer and serves in the same role for Waxing
Worldwide, Basecamp Fitness and The Bar Method. From 2017 to 2019 she was the Chief Information
Officer for Holiday Companies, and while in that role, from 2018 to 2019 she simultaneously served as
Senior Director of the Global Technology Team for Couche-Tard. From 2012 to 2017 Ms. Jonas was Vice
President for Technology: Vendor Management, Sourcing, Enterprise Services, and Application
Development for Kohl’s.
Chief Operating Officer – Angela Jaskolski
Ms. Jaskolski has been our Chief Operating Officer since September 2020 and serves in the same role for
Waxing Worldwide, Basecamp Fitness and The Bar Method. Ms. Jaskolski joined SEB in April 2016 as
the Senior Vice President of Strategic Operations. In August 2016, she became the Brand President of
Waxing the City. From September 2019 to September 2020 she was our Studio Division President. From
April 2013 to April 2016 Ms. Jaskolski was the Vice President of Corporate Operations for Regis
Corporation, based in Minneapolis, MN.
Chief Marketing Officer – April Anslinger
April Anslinger has been the Chief Marketing Officer of SEB since March 2021. She serves in the same
capacity for The Bar Method, Waxing the City and Basecamp Fitness. Prior to joining SEB, from February
2018 to January 2021, she served as the Senior Vice President, General Manager of North America Aveda
for the Estee Lauder Companies. From April 2016 to October 2017 she was the Chief Growth Officer for
the Schwan Food Company, located in Marshall, Minnesota.
Brand President: Stacy Anderson
Ms. Anderson joined us in September 2012 as our Chief Marketing Officer and became our Brand President
in August 2016.
General Counsel: James Goniea
Mr. Goniea joined us in October 2017 as our General Counsel. He has also served as the General Counsel
for Waxing Worldwide since October 2017 and for Basecamp Fitness since August 2018 and as the General
Counsel and Secretary of The Bar Method Franchising since September 2019. From January 2016 to
September 2017, he was a partner at Einbinder Dunn & Goniea LLP (now Einbinder & Dunn LLP) a law
firm in New York, New York.
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Vice President of Real Estate – Mark Norman
Mr. Norman joined us in September 2019 as Vice President of Real Estate. He serves in the same capacity
for Waxing Worldwide, Basecamp Fitness and The Bar Method. From April 2017 to September 2019 Mr.
Norman served as Vice President of Real Estate for Regis Corporation in Minneapolis, Minnesota. From
September 2016 to April 2017 he was Associate Vice President of Real Estate at Regis Corporation in
Minneapolis, Minnesota and was a Real Estate Director with Regis from November 2010 to September
2016.
Director of Financing: Timothy Smith
Mr. Smith has been our Director of Financing since October 2012. He has also served as the Director of
Financing for Waxing Worldwide since December 2009 and has served in the same role for Basecamp
Fitness since August 2018, and for The Bar Method since September 2019. From February 2013 to present
has been President of our affiliate Franchise Financial, LLC.
Vice President of Operations - Ben Smith
Mr. Smith joined SEB in November 2000 as Vice President, Operations for Anytime Fitness. Prior to
joining SEB, from October 2016 to November 2000 he served as the C.O.O. for The Cookie Place, Inc.
From July 2015 to September 2016 he was the Vice President, Operations Support for Cortland Partners.
Vice President of Sales – Tony Nicholson
Mr. Nicholson has been Vice President of Sales for SEB since January 2021. Mr. Nicholson joined SEB in
February 2012 and has held various roles in the organization; initially as Director of Services and Personal
Training for Anytime Fitness, from February 2012 to August 2014. From August 2014 to May 2016, Mr.
Nicholson served as Director of Anytime Health, Anytime Fitness’ health and wellness platform. From
May 2016 to January 2021, Mr. Nicholson served as Director of Sales of SEB.
ITEM 3.
LITIGATION
Remarck Partners, LLC vs. Gibson Center, L.P., et al. Superior Court for the State of California, Yolo
County, Case No. CV-17-1747, filed October 24, 2017. Plaintiff Remarck Partners, bought a shopping
center in which an Anytime Fitness franchisee had planned to lease space to develop an Anytime Fitness
center. Plaintiff sued the seller, Gibson Center, L.P., along with us and Franchise Real Estate LLC (“FRE”),
which formerly offered site selection assistance and lease negotiation services to our franchisees, for
allegedly fraudulently failing to disclose that the Franchisee was trying to get out of the lease and could not
move forward with opening a club due to significantly changed financial circumstances. Plaintiff
subsequently filed an Amended Complaint on or about January 11, 2018 adding claims against the
Franchisee. We and FRE filed a motion to dismiss all claims brought against us and FRE, but that motion
was denied. In November 2019 we entered into a settlement agreement with the plaintiff. The settlement
agreement resolved all claims against us and FRE, except for certain cross-claims by Gibson Center, a
former owner of the shopping center at issue. Those cross claims are still pending. The final settlement
agreement provides that neither Anytime Fitness nor FRE will pay any amount, but they will dismiss their
claims against Remarck in exchange for Remarck’s dismissal of its claims against Anytime Fitness and
FRE.
FDD 6
In the last fiscal year, we filed the action identified below against current or former franchisees:
Noncompete Enforcement
Anytime Fitness, LLC v. David R. Robinson, et al., Court File Nos. 62-CV-20-3912 (Ramsey County
District Court, Minnesota) and 20-cv-01533-NEB-KMM (U.S. District Court for the District of Minnesota)
(filed July 1, 2020).
The following disclosures relate to our affiliates, TBM and The Bar Method Franchising, in connection
with the offering of boutique fitness studios that offer barre-based exercise classes under the name The Bar
Method®:
Illinois v. The Bar Method Franchising Inc. and The Bar Method Inc. (Case No. 2009CH 0125, Seventh
Judicial Circuit of Illinois, filed February 9, 2009). The Illinois Attorney General brought this action against
The Bar Method Franchising and TBM, alleging the agreement between TBM and an Illinois resident that
TBM assigned to The Bar Method Franchising in January 2008 constituted a franchise that was not
registered under the Illinois Franchise Disclosure Act, and that TBM did not provide a franchise disclosure
document to the operator as that statute requires. On February 9, 2009, The Bar Method Franchising and
TBM agreed to the entry of a Final Judgment and Consent Decree in which, while not admitting any
liability, The Bar Method Franchising and TBM agreed to the entry of a permanent injunction prohibiting
The Bar Method Franchising and TBM from offering or selling franchises in Illinois without being
registered as a franchisor or failing to provide the franchise disclosure document to residents of Illinois as
the Illinois Franchise Disclosure Act requires. The Bar Method Franchising also agreed to offer rescission
of the agreement to the Illinois operator and to the payment of penalties and costs to the State of Illinois in
the amount of $5,000. The Illinois operator did not accept the offer of rescission and its agreement
continues in effect.
In the Matter of the Investigation by Andrew Cuomo, Attorney General of the State of New York, of The
Bar Method Inc. and Carl Diehl (Assurance No. 08-108). On April 2, 2009, TBM and Mr. Diehl, as its
Vice President, entered into an Assurance of Discontinuance (“AOD”) under which, without admitting any
violation of the law, they agreed to offer rescission of an agreement that TBM signed in New York without
being registered to sell franchises in that state. As part of the AOD, TBM and Mr. Diehl agreed to comply
with the provisions of the New York Franchises Act and not to sell franchises in New York without a
current registration. TBM also paid to the State of New York the sum of $2,500. The New York operator
did not accept the offer of rescission and she continues to operate her studio under the agreement.
Other than these actions, no litigation is required to be disclosed in this Item.
ITEM 4.
BANKRUPTCY
Except as set forth below, no bankruptcy information is required to be disclosed in this Item.
Our Chief Financial Officer, R. John Pindred, was an officer of Family Christian, LLC, 5300 Patterson
Avenue Southeast, Grand Rapids, Michigan 49530, from August 2004 until September 2014. On
February 11, 2015, about 5 months after Mr. Pindred left that company, Family Christian, LLC, filed for
protection under Chapter 11 of the United States Bankruptcy Code, Case No. 15-00643, United States
Bankruptcy Court, Western District of Michigan. The deadline for filing claims passed on June 9, 2015.
On August 11, 2015, Family Christian, LLC’s Chapter 11 Plan of Liquidation, involving a sale of assets
and continuity of operations, was confirmed. On August 1, 2016, the court issued its Final Decree Closing
Chapter 11 Case.
FDD 7
ITEM 5.
INITIAL FEES
We offer franchises for Anytime Fitness and Anytime Fitness Express centers.
Our standard initial franchise fee for an Anytime Fitness center is $42,500. Our standard initial franchise
fee for an Anytime Fitness Express center is $25,000. However, we do offer other pricing options for
veterans and for existing franchisees of ours and our affiliated brands (The Bar Method, Basecamp Fitness,
and Waxing the City), so long as these franchisees are not in default under their existing franchise
agreement(s) with us or the applicable brand, and for people signing an Area Development Agreement to
operate multiple Anytime Fitness franchises. A schedule of the various options and fees follows:
New Existing
Franchisee Franchisee
Who Meets Who Meets
New Veteran Existing Veteran
Franchise Agreement Pricing Franchisee Requirements1 Franchisee Requirements1
Standard Anytime Fitness Franchise $42,500 $35,000 $32,500 $30,000
Anytime Fitness Express $25,000 $22,500 $22,500 $20,000
Club Purple Members – Franchise

Agreements2:
Standard Anytime Fitness Franchise Not Applicable Not Applicable $25,000 $25,000
Anytime Fitness Express Not Applicable Not Applicable $20,000 $20,000
Club Platinum Members – Franchise

Agreements3
Standard Anytime Fitness Franchise Not Applicable Not Applicable $20,000 $20,000
Anytime Fitness Express Not Applicable Not Applicable $17,000 $17,000
Area Development Agreements4

Standard Anytime Fitness Franchise
2 locations $70,000 $60,000 $65,000 $57,500
3 locations $95,000 $82,500 $95,000 $80,000
4 locations $125,000 $107,500 $125,000 $105,000
Additional locations +$30,000 each +$25,000 each +$30,000 each +$25,000 each
1
To qualify for Veteran pricing, you must be a current member of the United States or Canadian Military, or a
veteran who received an honorable discharge from a branch of the United States or Canadian Military.
2
This pricing is available only to existing Anytime Fitness franchisees that are members of Club Purple.
Requirements for participation in Club Purple will vary from time to time, and are made available to our
franchisees that qualify for our then-current standards for participation in that program.
3
This pricing is available only to existing Anytime Fitness franchisees that are members of Club Platinum.
Requirements for participation in Club Platinum will vary from time to time, and are made available to our
franchisees that qualify for our then-current standards for participation in that program.
4
We offer Area Development Agreements to develop multiple centers. The development fees you pay when you
sign an Area Development Agreement will vary depending on the number of centers you commit to open, whether
they are full-size Anytime Fitness centers or Anytime Fitness Express centers, whether you are an existing
franchisee, and whether you qualify for the Veterans program.
FDD 8
New Existing
Franchisee Franchisee
Who Meets Who Meets
New Veteran Existing Veteran
Franchise Agreement Pricing Franchisee Requirements1 Franchisee Requirements1
Anytime Fitness Express
2 locations $45,000 $40,000 $42,500 $37,500
3 locations $62,500 $55,000 $60,000 $52,500
4 locations $82,500 $72,500 $80,000 $70,000
Additional locations +$20,000 each +$17,500 each +$20,000 each +$17,500 each
Club Purple: Standard Anytime Fitness Franchise

2 locations Not Applicable Not Applicable $50,000 $50,000
Additional locations Not Applicable Not Applicable +$25,000 each +$25,000 each
Club Purple: Anytime Fitness Express

Club Platinum: Standard Anytime Fitness Franchise

Club Platinum: Anytime Fitness Express

We will also offer you a way to reduce your initial franchise fee by up to an additional $2,000. We have
initiated a charitable contribution program, currently known as the HeartFirst Charitable Foundation, which
we offer to all new franchisees. Under this program, we will reduce your initial franchise fee by $2,000 for
the first franchise you purchase from us, and $500 for each subsequent one, if you agree to pay a charitable
contribution of $100 per month from the date you open each center through the term of the Franchise
Agreement, that we will contribute directly to the HeartFirst Charitable Foundation on your behalf, or
another charity or charities we designate on your behalf. Each of your centers that participate in this
program will also be designated as an Anytime Fitness center participating in our charitable contribution
program and will be able to include this designation in all advertising and promotional materials you
distribute.
If you sign an Area Development Agreement, the initial franchise fee is referred to as a Development Fee,
and you pay it in full, for all the centers you commit to open, when you sign the Area Development
Agreement. In all other cases, the initial franchise fee is due in full when you sign the Franchise Agreement.
All portions of the initial franchise fee (and Development Fee) are nonrefundable.
You will have 12 months from the date you sign the Franchise Agreement to open and begin operating your
center. If you want to extend that time for an additional 3 months, and we agree to allow you to do so, you
FDD 9
must pay a $500 extension fee to us as a condition to our granting the extension. (However, we will waive
this extension fee if you are actively working with our real estate team in locating a site.) After 15 months
from the date you sign the Franchise Agreement, you must begin paying the monthly royalty fee (Monthly
Fee) to us, whether or not your Anytime Fitness center is open. If you are actively working with our real
estate team in locating a site or have signed a lease with the assistance of our real estate team, we will waive
the Monthly Fee until your Anytime Fitness center is open. If your Franchise Agreement designates the
site of your business “to be determined,” so that you have no protected territory, or if you agree to release
any protected territory that has been given to you and to seek a site in an area “to be determined,” then we
will grant you one 3 month extension for a $500 extension fee, and we will waive the Monthly Fee until
you begin operating your center. The extension fee also applies if we agree to allow you to extend the date
for opening of any Anytime Fitness center that you agree to open under your Area Development Agreement.
We are not, however, obligated to grant these extensions, and we have the right to condition our consent on
other requirements. Extension fees are not refundable and are not credited against any other obligation you
may have to us.
In our last fiscal year ended December 31, 2020, our Initial Franchise Fees ranged from $0 to $42,500,
depending on which category the franchise fit.
There are other fees you will pay to our affiliate, ProVision, before you begin operating. You must purchase
certain technology components from ProVision, including certain computer hardware, software and
networking equipment, door readers, key fobs or equivalent technology, security and surveillance system,
fitness scanning and/or monitoring equipment, sound system, and CCTV’s (collectively, the “Technology
System”). You also must have ProVision install the Technology System. The cost to purchase the base
Technology System package (including an Evolt Body Composition Scanner and Rockbot Media Player)
is $23,245 for an Anytime Fitness center and $14,425 (does not include the Evolt or Rockbot) for an
Anytime Fitness Express center. You may have an option to purchase the Evolt Body Composition Scanner
directly from the vendor with a financing option. You may, but are not required to, purchase additional
equipment from ProVision to enhance the base Technology System package and you may be required to
purchase additional equipment if your club is larger than an average club in our system. The above amounts
for the base Technology System package do not include taxes which we estimate will cost an additional
10% of the package cost or the cost of shipping or installation, which we estimate will cost an additional
approximately 35% of the Technology System package cost.
The Training Suite (as defined in Item 11) is a required element of the Anytime Fitness system and you
must implement it in your Anytime Fitness center. The Training Suite is optional for Anytime Fitness
Express centers. The Training Suite Training Program is provided as part of our initial training program. If
you are an existing franchisee that will now elect to offer the Training Suite at your center, and have not
already attended training, then you must attend the Training Suite Training. This training is offered in a
virtual format or in-person at our corporate headquarters, at our discretion. If you attend a virtual training,
there is no charge, if you attend in-person you must pay our then-current fee, currently $250 per person.
You are responsible for travel costs, room and board, and the salaries, fringe benefits, and other expenses
you and your employees incur to attend such training, if applicable. Subject to corporate trainer availability,
we also offer the Training Suite Training Program in the field, on-site at your Anytime Fitness center, or
the Anytime Fitness center of another franchise owner with whom you have partnered to receive this
training. For a fee ranging from $6,000 to $10,500 depending on how many ownership groups are receiving
training (up to a maximum of 3), we will send 2 corporate staff members to the designated center to provide
2 days of customized, interactive, on-site training designed to teach program methodology, how to deliver
programming, how to set up and conduct group and personal training sessions, and how to educate members
and sell group and personal training to members. This on-site training is conducted for up to 21 total
attendees and includes pre-visit communication and post-visit follow-up.
FDD 10
We will create a specific club layout/design (“Compliance Drawing”) of your center using the as-built
drawings, surveys, technical data, and site plans you provide. You must obtain a Compliance Drawing
from us. If you are developing a new Anytime Fitness center, we will provide you with one Compliance
Drawing at no additional cost. We anticipate this design will be sufficient to provide to an architectural
vendor to create your Construction Documents (defined below). If you are signing the Franchise
Agreement as part of a franchise renewal or transfer and we determine that your Anytime Fitness center
requires renovation or re-equipment, then you must pay us $250 for your Compliance Drawing, but we will
credit $250 against your Monthly Fee if you complete all renovation and re-equipment requirements by the
required due date. In either case, if you require additional Compliance Drawings, you must pay us $250
for each additional Compliance Drawing.
You must retain a designated architectural vendor to create a complete set of detailed construction
documents and to complete construction of your Anytime Fitness center in compliance with the Compliance
Drawing and our mandatory specifications (“Construction Documents”), and to obtain any required
permits, and conform the premises to local ordinances or building codes. If you do not use our designated
architectural vendor to create the Construction Documents and this is your first Anytime Fitness center, we
will charge you a fee of $2,700 to review the Construction Documents created by another vendor. If this is
your first Anytime Fitness center, we may require you to obtain your Construction Documents from our
designated architectural vendor.
You must spend $11,000 to $23,000 (depending on your market Tier) for an Anytime Fitness center on
your approved Grand Opening and Ramp Up Program as described in Items 6 and 11. You will not pay
these amounts to us but if you fail to spend the minimum required amount, we may require you to pay the
difference between what you should have spent on your Grand Opening and Ramp Up Program and what
you actually spent, into the General Advertising and Marketing Fund. This amount would not be refundable
FDD 11
ITEM 6.
OTHER FEES
Type of Fee (Note 1) Amount (Note 2) Due Date Remarks (Note 3)

Monthly Fee Currently: On or before the You will begin paying this fee after you open
1-9 centers: $699 per center first day of each your center, but if you have a Protected
10+ centers: $649 per center month. Your billing Territory, and have not opened after 15 months,
vendor will subtract you then must begin paying this fee. If you are
$449 per month for Anytime this fee from the actively working with our real estate team in
Fitness Express centers. receipts generated locating a site or have signed a lease with our
by your accounts. assistance, we will waive the Monthly Fee until
We reserve the right to (Note 5) your Anytime Fitness center is open. For
periodically increase this fee. Anytime Fitness centers, this fee includes the
(Note 4) monthly Training Suite fee.
Any Anytime Fitness Express centers that you

operate do not count when calculating the
number of centers that you operate for purposes
of calculating the Monthly Fee.
The Training Suite fee is not included in this fee

for Anytime Fitness Express centers. Anytime
Fitness Express centers who implement the
Training Suite are charged the Training Suite
Fee outlined below.
General Advertising Fee Currently, $600 per month, On or before the We reserve the right to increase the General
beginning when you open first day of each Advertising and Marketing Fund Contribution
your center; $300 per month month. Your billing upon 60 days’ written notice to you, provided it
for an Anytime Fitness vendor will subtract will not exceed “the greater of $600 per month
Express center. this fee from the ($300 per month for Anytime Fitness Express
receipts generated Centers) or 2% of Gross Revenue (which may
by your accounts. be calculated on a weekly basis)
(Note 5)
Grand Opening and $11,000 to $23,000 for an As incurred You will not pay these amounts to us but we
Ramp Up Program Anytime Fitness center; no may require you to submit receipts to verify you
minimum for an Anytime met this requirement. If you fail to spend the
Fitness Express center (Note minimum required amount on the Grand
6) Opening and Ramp Up Program, we have the
right to require you to pay the difference in to
the General Advertising and Marketing Fund.
You are not required to spend a minimum
amount on a Grand Opening and Ramp Up
Program for an Anytime Fitness Express center.
FDD 12
Base Technology Fee Currently: On or before the Once you begin operating, you pay this fee to us
(formerly, Global Access 1-3 centers: $799 per center first day of each or our affiliate for ongoing support for our
Fee) 4-9 centers: $649 per center month. Your billing proprietary access control software,
10-24 centers: $599 per vendor will subtract development and release updates of that
center this fee from the software, access to Anytime Health resources
25+ centers: $549 per center receipts generated and memberships, email hosting, fitness
by your accounts. scanning and/or monitoring, and sound system
$720 per month for Anytime (Note 5) services, and cellular communications. As part
Fitness Express centers. of this fee, ProVision will also provide security
monitoring services and ongoing support for
We reserve the right to your technology, email, club operating
periodically increase this fee. software, and club management software. Any
(Note 7) Anytime Fitness Express centers that you
operate do not count when calculating the
number of centers that you operate for purposes
of calculating the Base Technology Fee.
Construction Document $2,700 Immediately after You must pay us this fee if this is your first
Review Fee notice from us Anytime Fitness center and you do not use our
designated architectural vendor to complete
your Construction Documents.
Training Suite Fees Currently: On or before the 1st You will only pay this fee to us for (i) Anytime
1-3 centers: $149 per center day of each Fitness center(s) in which you are implementing
4-9 centers: $109 per center month. Your billing the Training Suite if those centers are operating
10+ centers: $109 per center vendor will subtract pursuant to Franchise Agreements dated March
for the first 9 centers, and $0 this fee from the 28, 2019 or earlier, or (ii) if you have an
for each additional center receipts generated Anytime Fitness Express center and choose to
thereafter by your accounts. implement the Training Suite. (Note 8)
(Note 5)
We reserve the right to
periodically increase this fee;
however, we will not increase
this fee to more than $300 per
center per month.
Training Suite Currently, $250 per person. At the time training There is no Registration Fee as a new or
Registration Fee is scheduled. renewing franchisee for you to attend the
Training Suite Training that is conducted as part
of our initial training program.
There is no charge to attend the Training Suite

Training if it is offered in a virtual format.
If you are an existing franchisee that will now

offer the Training Suite at your center, and have
not already attended training, then you must
attend the Training Suite training and pay the
additional fee, currently $250 per person. In
addition, you are responsible for travel costs,
room and board, and the salaries, fringe
benefits, and other expenses you and your
employees incur. (Note 9)
FDD 13
On-Site Training Suite $6,000 for 1 owner, with up At the time training This fee is paid in the event you choose to
Registration Fee to a total of 21 attendees. is scheduled. complete the Training Suite Training in the
$4,500 per owner for 2 field, on-site at your Anytime Fitness center or
owners, with up to a total of the center of a participating owner. Training is
21 attendees. a two-day customized, interactive program
$3,500 per owner for 3 provided by corporate staff. Training is
owners, with up to a total of provided for up to 21 attendees and includes
21 attendees. pre-visit communication and post-visit follow-
up for each owner. Attendees must be
employees of the participating owner(s). Travel
costs, room and board for corporate staff are
included in this fee. (Note 9)
On-Site Relaunch Currently, $3,000. At the time training If you are a new franchisee purchasing an
Training Fees is scheduled or on existing club we will send a representative or
the closing date of a designee out to the purchased club for 2 to 6
club sale, whichever days of required, on-site training for you and
is earlier. your staff in club operations. Length of training
is at our discretion. Travel costs, room and
board for corporate staff are included in the fee.
On-Site Relaunch Re- $1,500 for each re-booking. Upon re-booking. (Note 10)
booking Fees
On-Site Training Our then-current fee, which Upon cancellation or (Note 10)
Cancellation Fees may vary based upon the type rescheduling.
of scheduled training and
how far in advance you
cancel the training.
No Show Fees Currently, $500, or the actual Immediately after If you are scheduled for an on-site visit by our
costs of rescheduling travel, notice from us. representative or designee or register for an in-
whichever is greater. person training program, and you fail to attend,
fail to have the appropriate parties attend, or fail
to stay for the entire program, and you did not
provide us at least 2 weeks’ advance notice that
you would not be attending, then you must pay
this fee.
Healthy Contributions Currently, no cost for set-up Paid by ACH or If you choose to offer your members fitness
Fitness Incentive of the first Fitness Incentive similar draft, incentive programs from healthcare providers or
Program - Initial Fees Program, and $20 for each generally 40-45 days employers (“Fitness Benefit Programs”), you
additional Fitness Incentive after each activity will pay this fee to our affiliate, Healthy
Program. Also, currently, a month end. Contributions, for its ongoing work in
$1.50 initial member fee for administering, transferring, processing and
each member you enroll on distributing funds and data for the Fitness
the Healthy Contributions Incentive Programs.
website, and $3 for each
member enrolled by a
Healthy Contributions staff
member upon club’s request.
FDD 14
Healthy Contributions Currently, a $5 fee per each Paid by ACH or Only payable if you choose to offer Fitness
Fitness Incentive Fitness Incentive Program similar draft, Incentive Programs to your members.
Program - Ongoing Fees per month, a monthly generally 40-45 days
transaction fee of $0.15 or after each activity
$0.25 per active member for month end.
each applicable deposit and a
$0.15 per member, per month
maintenance fee for data
storage and security.
Charitable Contribution $100 per month On or before the This is a voluntary contribution you will make
first day of each once you open your Anytime Fitness center, but
month. Your billing only if you decide to participate in our
vendor will subtract Charitable Contribution Program. See Item 5
this fee from the for additional information.
receipts generated
by your accounts.
(Note 5)
Inspection Fee Generally, $50 - $100 Upon notice from We reserve the right to have someone conduct
us. Your billing an inspection of your center after you open. If
vendor will subtract you fail the inspection, the center will be
this fee from the re-inspected, and you may then have to
receipts generated reimburse us for our costs of additional
by your accounts. inspections until the center passes an inspection.
As long as you pass the initial inspection, you
will not incur this cost.
Peer Compliance Up to $1,000 per violation Immediately after If you breach certain provisions of your
Committee Default Fee notice from us. Franchise Agreement, we can submit the default
Your billing vendor to a “Peer Compliance Committee” made up of
will subtract this fee other franchisees. If they determine a breach
from the receipts occurred, they may levy a fine against you of up
generated by your to $500. If you do not timely cure, or breach
accounts. the provisions again, the next fine can be up to
$1,000. All fines will be donated directly to the
HeartFirst Charitable Foundation or another
charitable organization to be designated by us.
Any fines the Peer Compliance Committee may
assess are in addition to the standard default fee
described below and any damages or costs we
may incur as a result of the default.
Standard Default Fee Up to $250 per violation Immediately after In addition to our right to terminate the
notice from us. Franchise Agreement, if you breach certain
Your billing vendor provisions of your Franchise Agreement, and
will subtract this fee you fail to cure the default during the cure
from the receipts period provided, you must pay us a fee of up to
generated by your $250 per month until the default is cured in
accounts. order to offset our costs incurred to address the
default. This standard default fee is in addition
to any fines that may be assessed through the
Peer Compliance Committee.
Additional Assistance Currently, $500 per day plus Immediately after (Note 11)
travel costs notice from us.
Marketing Materials Variable, but currently at our When incurred. You must purchase marketing materials for
cost, plus shipping. brand level promotion. We may prescribe
minimum amounts you must purchase.
FDD 15
Conference Fee Currently, $459 for early When you register You must pay this fee in those years in which a
registration, increasing to for the Conference. Conference is scheduled, for one center,
$689 at the Conference regardless how many centers you open, even if
you do not register for our Conference. It gives
you a registration for a Principal Owner of your
business to attend or participate in our
Conference. (Note 12)
Continuing Engagement Up to $1,200 for each year During the first We will contribute these fees to the General
Credit Fees you fail to complete 1,200 quarter of each Advertising and Marketing Fund. See Item 11
continuing engagement calendar year. Your for additional information on completing
credits (“CEC”), as outlined billing vendor will credits.
in our Operations Manual. subtract this fee
(Note 13) from the receipts
generated by your
accounts.
Customer Service Currently, $250 Immediately after If you fail to meet our customer service
Webinar notice from us. Your standards, you must take our customer service
billing vendor will webinar and pay this fee. If you do not take the
subtract this fee webinar within the time we require, you will be
from the receipts charged an additional $250 per month until you
generated by your attend the webinar.
accounts.
Renewal Fee $4,500, reduced to $4,000 if At least 30 days You only pay this fee if you want to renew your
we receive the fee, and all before the term of franchise.
your signed renewal your Franchise
documents, at least 30 days Agreement expires.
before your franchise expires.
Transfer Fee $7,500 or $15,000 (Note 14) Before you transfer You only pay this fee if you sell your franchise
the franchise. or your interest in it.
Relocation Fee $1,500 When you submit a You must obtain our consent to relocate your
request to move business. If we do not approve your request, we
your center. will refund the fee. It is currently our policy to
waive the fee if you work with our real estate
team to obtain a new site.
Liquidated Damages $10,000 If you fail to This fee only applies if you sign an Area
develop an Anytime Development Agreement, and it then applies for
Fitness center by the each Anytime Fitness center you fail to develop
deadline provided in under that agreement.
an Area
Development
Agreement that you
sign.
Insurance/Bond Handling Currently, $100 Immediately after You only pay this fee to us if you fail to obtain
Fees notice from us. insurance or a health club surety bond, and we
obtain the insurance coverage or the surety
bond for you. This fee does not include the cost
of insurance or bond premiums, for which you
must also reimburse us.
Costs and Attorneys’ Will vary under Immediately after You only pay this amount if we are successful
Fees circumstances. notice from us. in any legal action we bring against you, or in
defending any claim you bring against us.
FDD 16
Interest The lesser of 1.5% per month As incurred. Payable on all overdue amounts.
or the maximum rate
allowable by applicable law.
Indemnification Will vary under As incurred. You have to reimburse us if we are sued or held
circumstances. liable for claims arising out of your business.
Re-Sale Assistance $549, plus $99 per month As incurred. If you want to sell your business, we currently
Program until you sell your business have a program to assist franchisees in
or decide to terminate your marketing their business (see Item 11). We do
participation in the program. not require you to participate in this program. If
These prices are per Anytime you do not want our assistance but do want
Fitness Center. access to our forms, you must pay us a form fee
of $999, plus an additional $199 for each
additional location.
Club Enhancement $500 per month Each month after These are your funds that we recommend you
Program you begin operating. set aside to remodel your Anytime Fitness
center to current standards as a condition to
renewing your franchise and to provide other
updates to your center. However, we have the
right to require you to pay these amounts to us
to hold for you. (Note 15)
Local Marketing Spend $600, $800 or $1,000 per As Incurred After the Grand Opening and Ramp Up Plan,
(Note 17) month, depending on your you must spend a required amount per month on
market tier; no minimum for approved local advertising, depending on your
an Anytime Fitness Express market tier. You will not pay these amounts to
center. us but we may require you to submit receipts to
verify you met this requirement. If you fail to
spend the minimum required amount we have
the right to require you to pay the difference
into the General Advertising and Marketing
Fund.
Notes:
(1) Unless otherwise stated, all fees are paid to us, are non-refundable, and are uniform for all new
franchisees. (Franchisees who signed earlier versions of our franchise agreements may be paying lower
fees in some categories.) In certain unique circumstances, we may waive one or more of these fees.
(2) If your state, or any governmental body in your state, charges a tax on any fee you owe to us or to our
affiliates, then you must pay an additional amount equal to the amount of this tax. This does not apply to
any federal or Minnesota income taxes we or our affiliates have to pay.
(3) For all amounts you owe to us or our affiliates, we have the right to collect these fees by pre-authorized
check draft or pre-authorized credit card charge. However, currently, our preferred provider of the billing
and payment processing services collects most of these fees on our behalf from the fees they collect each
month from your members. A copy of the billing and payment processing services agreement with our
preferred provider is attached as Exhibit R.
(4) We may adjust the Monthly Fee as of January 1 of each year to reflect inflation according to the
Consumer Price Index published by the Bureau of Labor Statistics, U.S. Department of Labor, or its
successors.
FDD 17
(5) You pay the Monthly Fee, the General Advertising Fee, and the Base Technology Fee, and if you
choose to participate in our Charitable Contribution Programs, then also your monthly charitable
contribution, in advance on or before the first day of each month. You will also pay any Training Suite Fee
(if applicable) in advance on or before the first day of each month. However, if you open after the first of
the month, the fees are not due until the first day of the following month. As an example, if you sign your
Franchise Agreement April 15, and your business opens June 15, the first month that you must pay these
fees is July. You will also pay the full amount of these fees for the last month of the term of the Franchise
Agreement, regardless of the actual termination date of the Franchise Agreement.
(6) If you are a franchisee who is new to the Anytime Fitness system and you are opening a new center,
you must spend a minimum total of $11,000 to $23,000 depending on your market Tier on a Grand Opening
and Ramp Up Program for your Anytime Fitness center beginning 60 days prior to your scheduled opening
and ending 60 days following the opening of your Anytime Fitness center. You must spend a minimum of
$11,000 in local marketing if your Anytime Fitness center is located within a Tier 3 market. You must
spend $16,000 in local marketing if your Anytime Fitness center is located within a Tier 2 market. You
must spend $23,000 in local marketing if your Anytime Fitness center is located within a Tier 1 market.
Your market tier is determined by population size; Tier 1 is a market in which we have determined there
are more than 50,000 people within a 3 mile radius of the location of your Anytime Fitness center; Tier 2
is a market in which we have determined there are between 25,000 and 49,999 people within a 3 mile radius
of the location of your Anytime Fitness center; and Tier 3 is a market in which we have determined there
are less than 25,000 people within a 3 mile radius of the location of your Anytime Fitness center. If you
operate an Anytime Fitness Express center, there is no minimum amount that you must spend on grand
opening advertising.
(7) While the services ProVision provides include security monitoring, the fee is paid for ProVision’s
ongoing support of the technology purchased through ProVision, technology services, proprietary and club
management software, any applicable development updates and release updates, networking equipment and
support, door reader technology, security and surveillance system, fitness scanning and/or monitoring
equipment, sound system, and email hosting. You are paying nothing extra for security monitoring on a
system ProVision installed. Therefore, if you have someone else do your security monitoring, this fee will
not change. This fee also does not include support for any third-party software, including any type of
malicious software protection. In addition, if you need service on equipment or a system that ProVision
did not install, ProVision may provide that support but will charge you its then-current hourly support fee.
The current hourly rate is $135.
(8) If you are implementing the Training Suite for an existing center that does not already have access to
and use the Training Suite (which is currently required if you operate multiple Anytime Fitness centers and
are implementing the Training Suite in any of your Anytime Fitness centers, such as upon signing our then-
current form of Franchise Agreement for a renewal term for any center), or if you have an Anytime Fitness
Express center and choose to implement the Training Suite, then you will pay us a fee for access to a
proprietary Training Suite (as defined in Item 11) that will help you provide personal and group training
programming to your members. This fee is $149 per Anytime Fitness center for up to three centers. If you
have four or more Anytime Fitness centers, the fee is $109 per center, for all centers up to a maximum of
nine. As of the issuance date of this Disclosure Document, use of the Training Suite is required. You must
also sign the Training Suite Addendum attached to this Disclosure Document as Exhibit P.
(9) In order to use the Training Suite in your Anytime Fitness center, you must complete the Training Suite
Training. This Training Program is included in New Franchisee Training and is offered in a virtual format
or at our corporate headquarters in Minnesota, at our discretion. Training for you is included in your Initial
Franchise Fee. If you are an existing franchisee that will now elect to offer the Training Suite in your
existing Anytime Fitness center(s), and you have not already successfully completed this training program,
FDD 18
you must attend the Training Suite Training. If you attend a virtual training session there is no fee, if you
attend an in-person training session, you must pay an additional fee. Additional individuals may attend and
if they attend in person, an additional fee will apply. In addition to the training fee, you are responsible
for travel costs, room and board, and the salaries, fringe benefits, and other expenses you and your
employees incur, if applicable. Alternatively, subject to corporate trainer availability, you may choose to
complete the Training Suite Training in the field at your Anytime Fitness center or the center of a
participating owner. In this instance, training is a two-day customized, interactive program provided by two
corporate staff. Training is provided for up to 21 attendees and includes pre-visit communication and post-
visit follow-up for each owner. Attendees must be employees of the participating owner(s). Travel costs,
room and board for corporate staff are included in the fee.
(10) You must pay our then-current on-site training cancellation fee in the event you cancel any scheduled
training program to take place on-site at your Anytime Fitness center, which may vary based upon the
specific training program and how far in advance you provide notice of cancellation. Our cancellation fee
is currently as follows: (i) no cancellation fee if you cancel it 30 or more days in before scheduled training,
and (ii) 100% cancellation fee (i.e. no refund) if you cancel it less than 30 days before the scheduled training
program. We currently do not charge any other on-site cancellation fees for our training programs, but we
reserve the right to do so in the future. For Relaunch training you must provide certain documents related
to the club performance at least 14 days in advance of the on-site training visit. If you fail to provide the
requested documents at least 14 days in advance you must re-book the Relaunch training and pay a $1,500
re-booking fee in addition to the fee you paid for the training.
(11) If you require or request on-site assistance, you can request that we send a representative to provide
further assistance to you. If we agree to provide this additional assistance, we must agree in advance to the
charges you will pay and the length of the visit. We may also require you to receive additional assistance
if you are not meeting our requirements, if we determine, in our sole discretion, additional pre-opening or
post-opening assistance is required, or if we determine that it is necessary for us to provide additional
assistance to you to keep the system competitive or correct any deficiencies in your business. Our current
rate for additional assistance is $500 per day, per representative, plus the cost of travel, lodging and meals
if assistance cannot be provided remotely, but we reserve the right to adjust that rate periodically in our
Operations Manual.
(12) A person owning more than a ten percent (10%) interest in your Anytime Fitness center and signing
and guaranteeing the franchise agreement, who we will refer to throughout this Disclosure Document as
the “Principal Owner,” must attend our Conference. If they do not register for the Conference, we will bill
you for the “early bird” minimum conference fee after the Conference.
(13) We will prorate the requirement, and the fee, during the first year you operate.
(14) If you transfer the franchise before you open the center, the fee will be $15,000. If you transfer the
franchise after you open, the transfer fee is $7,500. If you are a member of Club Platinum or Club Purple
and you purchase an existing open Anytime Fitness center for less than $125,000, we will not charge you
or the seller a transfer fee.
(15) You must upgrade your Anytime Fitness center as a condition to renew your franchise. Club
enhancement fees we recommend you collect from your members should cover some or all of this amount.
However, we do not represent these amounts will be sufficient to complete the remodeling. The actual
costs you incur will vary, depending on the condition of your Anytime Fitness center, construction and
other costs in your market, and our requirements at that time. Further, you will likely need additional
amounts to comply with our equipment and technology standards and requirements that we adopt from time
to time, which may require you to replace your cardio and strength equipment. Based on our current
FDD 19
standards, you should expect to replace selective cardio equipment within 5-7 years, and strength equipment
approximately 10 years after opening. The timing for replacing equipment will depend on a variety of
factors, including our then current standards, member usage, new innovations in technology, security and
equipment, brand enhancement, and emerging trends in the industry.
(16) After the Grand Opening and Ramp Up Plan, you must spend a minimum required amount each month
on approved local advertising. You must spend a minimum of $600 per month on local advertising if your
Anytime Fitness center is located within a Tier 3 market. You must spend $800 per month on local
advertising if your Anytime Fitness center is located within a Tier 2 market. You must spend $1,000 per
month on local advertising if your Anytime Fitness center is located within a Tier 1 market. You are not
required pay these amounts to us but we may require you to provide receipts to verify you spent the required
amount and if you did not spend the required amount we may require you to pay the difference between
what you should have spent and what you actually spent into the General Advertising and Marketing Fund.
For additional information as to your initial investment, see Item 7.
ITEM 7.
ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
AMOUNT
TYPE OF METHOD TO WHOM
EXPENDITURE ANYTIME FITNESS OF PAYMENT IS
(Note 1) ANYTIME FITNESS EXPRESS PAYMENT WHEN DUE TO BE MADE
Initial Franchise/ $4,250 to $42,500 $2,500 to $25,000 Lump sum When you sign Us
Development Fee your franchise
(Note 2) agreement
Travel and Living $325 to $3,250 $325 to $3,250 As Incurred Before and Vendors (e.g.,
Expenses While During Training travel, hotel,
Training (Note 3) restaurants)
Real Estate and $32,971 to $329,713 $24,394 to $243,937 As Incurred As Incurred Third Parties
Improvements (Note 4)
Architect/Design Fees $1,000 to $10,000 $800 to $8,000 As specified At the time of Architect
(Note 5) in contract design
Fitness Equipment $14,365 to $143,650 $13,318 to $133,181 Lump Sum Before Issuing Us or Vendors
(Note 6) Order for the
Equipment
Technology Solutions $3,270 to $32,703 $2,092 to $20,916 Lump Sum Before Issuing Vendors
(Equipment Package) Order for the
(Note 6) Equipment
First Aid Equipment $200 to $2,000 $200 to $2,000 As Incurred As Incurred Vendors
(Note 7)
Interior & Exterior $1,400 to $14,000 $750 to $7,500 Lump Sum Before Opening Us or Vendors
Signs (Note 8)
Miscellaneous $1,079 to $10,786 $867 to $8,667 As Incurred As Incurred Vendors
Opening Costs
(Note 9)
Pre-Sale/Grand $1,100 to $23,000 $500 to $5,000 As Incurred Between 60 Days Us or Vendors
Opening Advertising Before Opening to
(Note 10) 60 Days After
Opening
Insurance (Note 11) $295 to $2,950 $270 to $2,700 Lump Sum Before Opening Vendors
Supplies and Furniture $2,255 to $22,550 $655 to $6,550 As Incurred Before Opening Vendors
FDD 20
AMOUNT
TYPE OF METHOD TO WHOM
EXPENDITURE ANYTIME FITNESS OF PAYMENT IS
(Note 1) ANYTIME FITNESS EXPRESS PAYMENT WHEN DUE TO BE MADE
Additional Funds – 3 $5,681 to $56,815 $4,088 to $40,881 As Incurred As Incurred Suppliers,
Months (Note 12) Utilities, etc.
Total (Note 13) $68,191 to $693,917 $50,759 to $507,582
This table relates to the estimated initial investment for a start-up fitness center.
Notes:
(1) None of these payments are refundable. These figures are estimates based on our experience in
establishing and operating Anytime Fitness centers in the last 3 years and reflect the anticipated initial costs
based on a lease for a “vanilla shell” or “as is” space for the operation of a 5,358 square foot Anytime
Fitness center. The low end of the ranges provided all assume that you are financing these costs with a loan
from the Small Business Administration (“SBA loan”) which generally requires a 10% cash injection from
you. You may not qualify for an SBA loan and even if you do, you may be required to make a cash injection
that is higher than 10%. Except where noted, the high estimate assumes you will pay cash.
(2) The Initial Franchise Fee is generally $42,500 for an Anytime Fitness center franchise. The Initial
Franchise Fee for an Anytime Fitness Express franchise is generally $25,000. However, we charge other
Initial Franchise Fees in certain specific circumstances. The low end of the range assumes you finance the
$42,500 initial franchise fee with an SBA loan. The high end of the range assumes you pay cash. The Initial
Franchise Fee is described in Item 5.
(3) The person you designate as the “Principal Operator” of your business must attend mandatory initial
training in Woodbury, Minnesota or such other place we designate. In addition, if your Principal Operator
is not a Principal Owner, then a Principal Owner must also attend and complete this training to our
satisfaction before you open your Anytime Fitness center. While we do not charge you for this training,
you do have to pay your travel and living expenses while you attend the training. Your actual cost will
vary, depending on the distance to be traveled, your method of travel, and your personal circumstances.
(4) Our estimate for initial expenses for real estate and improvements assumes you will lease a “vanilla
shell” or “as is” space of 5,358 square feet which, at a minimum, includes rooms that will work as an office,
bathrooms, studio space, concrete floors, demised exterior walls, HVAC, roof, and utilities stubbed to the
premises sufficient for an Anytime Fitness center. The above estimates anticipate costs equal to $59 per
square foot for the buildout. The high estimate assumes you will pay the full amount of the buildout in cash
without any tenant improvement allowance by the Landlord. The low estimate assumes that you finance
the build-out construction costs with an SBA loan. Our estimate assumes you must pay only the first
month’s rent and a security deposit equal to another month’s rent. All our estimates are based on these
assumptions. Our franchise model is based on minimizing overhead expenses, including real estate costs.
Costs will vary in relation to the physical size and location of the fitness center. A lower cost center is one
that would require fewer leasehold improvements and fewer equipment expenditures. You may also need
to provide a larger security deposit and a personal guaranty of the lease. Moderate and higher cost fitness
centers may require extensive interior renovations and additional equipment. The above figures do not
include extensive renovations. However, we assumed the general contractor will include permitting fees
in the construction costs.
If you are receiving a leasehold improvement allowance from your landlord, the landlord may require you
show them that you paid for the leasehold improvements before giving you the money. We have a program
that is exercised at our sole discretion and may provide a short-term loan to qualified franchisees when that
FDD 21
happens so that you can pay for those improvements, pending receipt of money from your landlord. The
maximum amount we will finance for any franchisee is $150,000. We may not agree to provide you this
loan. We require you pay us a 6% origination fee, but we do not charge interest on the loan, unless it is in
default. The loan must be repaid at the earlier of (i) when the landlord pays the tenant improvement money,
(ii) 90 days after the last cash distribution is made to you under the loan documents, or (iii) 30 days after
you open your Anytime Fitness center. See Item 10 for additional details.
As described in Item 8, you may be required to participate in our “Construction Management Services”
program offered through our approved vendor to oversee the construction of your Anytime Fitness center.
At this time, participation in the Construction Management Services program is optional, but we have
included the $8,500 cost in the high range estimates.
(5) As described in Item 5, we will create a Compliance Drawing of your center. You must obtain a
Compliance Drawing from us. If you are developing a new Anytime Fitness center, we will provide you
with one Compliance Drawing at no additional cost. We anticipate this design will be sufficient to provide
to an architectural vendor to create your Construction Documents. If you are signing the Franchise
Agreement as part of a franchise renewal or transfer and we determine that your Anytime Fitness center
requires renovation or re-equipment, then you must pay us $250 for your Compliance Drawing, but we will
credit $250 against your Monthly Fee if you complete all renovation and re-equipment requirements by the
required due date. In either case, if you require additional Compliance Drawings, you must pay us $250
for each additional Compliance Drawing.
You must retain a designated architectural vendor to create a complete set of detailed Construction
Documents, and to obtain any required permits, and conform the premises to local ordinances or building
codes. As of the issuance of this Disclosure Document, we estimate the fees for these documents will be
$10,000 for an Anytime Fitness Center and $8,000 for an Anytime Fitness Express Center. If you do not
use our designated architectural vendor to create the Construction Documents and this is your first Anytime
Fitness center, we will charge you a fee of $2,700 to review the Construction Documents created by another
vendor. We do not construct, remodel or decorate your premises. The low estimate assumes standard
tenant improvements within a structure, designed for commercial use, and excludes items such as structural
modifications, site work, energy studies, surveys and/or exterior improvements. The high estimate takes
into account additional code studies, energy calculations and minor exterior building improvements.
(6) The total cost of equipment will vary depending on various factors, including the size of your fitness
center and the type of equipment you obtain. Some costs will vary in relation to the physical size of the
fitness center and whether you purchase from our recommended sources or from others. These figures
reflect the ProVision basic package cost, plus an estimated 10% for taxes and an estimated 35% for shipping
and installation. The Base Technology fee includes ProVision’s ongoing support of the technology
purchased through ProVision, technology services, proprietary and club management software, any
applicable development updates and release updates, networking equipment and support, door reader
technology, security and surveillance system, fitness scanning and/or monitoring equipment, sound system,
and email hosting. In addition, the Base Technology Fee includes access to Anytime Health’s suite of
products.
(7) We require you have an automated external defibrillator. This equipment will generally cost $2,000.
(8) The above amounts reflect our recommended package. The total cost of the signage will vary depending
on various factors, including the size of your location, and local zoning requirements.
(9) This amount includes utility set-up and first month costs, permitting and licensing fees.
FDD 22
(10) If you are a new franchisee in the Anytime Fitness system and you open a new Anytime Fitness center,
you will need to spend a minimum of between $11,000 and $23,000 (depending on your market Tier) for a
Grand Opening and Ramp Up program as described in Items 6 and 11. Some franchisees, particularly people
who sign Area Development Agreements to control an entire market, may spend more than $23,000 per
center for grand opening advertising because they believe they will receive a return on that investment. If
you operate an Anytime Fitness Express center, there is no minimum amount that you must spend on grand
opening advertising, however, we have included up to a $5,000 grand opening spend as we recommend that
you spend at least this much on grand opening activities.
(11) You will need to purchase and maintain in effect at all times during the term of the Franchise
Agreement a bond for your business, which you must purchase from our designated surety bond vendor to
secure your obligations to pre-paid members for membership fees and for pre-paid personal training
revenue. Some state laws also require the purchase of a bond. Because the requirements vary by state, and
may depend on your net worth, we cannot estimate the amount you will need to obtain a bond, or the assets
you may need to collateralize that bond. We have negotiated a base rate of $250 per year for bonds through
our designated vendor, however your actual cost may vary based on your individual circumstances. Further,
you will need to purchase and maintain in effect at all times during the term of the Franchise Agreement a
policy or policies of insurance, naming us and our affiliates as additional insureds on the face of each policy.
You must have and maintain general liability insurance with complete operations coverage, broad form
contractual liability coverage, property damage all with current minimum limits of $1,000,000 per person
and $1,000,000 per occurrence, $3,000,000 in the aggregate, and other insurance in the types and amounts
as we may require or as required by law. The insurance policy must be written by a carrier who has a
minimum rating acceptable to us. Our insurance estimate assumes that you will personally operate your
Anytime Fitness center and have no employees. Therefore, the estimates do not include premiums for
worker’s compensation insurance, employer’s liability insurance or automobile liability insurance. Your
insurance costs may be substantially higher if you have to buy employer’s liability insurance, automobile
liability insurance, or any other insurance required by your landlord. Before you make a decision to
purchase the franchise, you should confirm that insurance is available for a fitness center of the type you
intend to operate, given that you will not staff the premises all of the time.
(12) These figures estimate your initial startup expenses during the initial 3 months. These figures are
estimates and we cannot guarantee that you will not have additional expenses starting the business. We
recommend that you have additional funds available to you to fund your business. Your costs will depend
on factors such as: how the business is staffed, your sales and management skills, experience and business
acumen; local economic conditions; the local market for your services; competition; and the ability to obtain
favorable real estate and equipment rates. These costs include payroll expenses for a full-time personal
trainer and two full-time employees. These costs do not include any owners’ draw amounts.
(13) These figures are estimates based on our experience in establishing and operating Anytime Fitness
centers last year. Your actual expenses of establishing and operating this business could vary significantly
from these estimates. It is possible to significantly exceed costs in any of the areas above. Some states
have laws that require staffing or operational requirements that will significantly increase the amounts you
will have to spend to open and operate your Anytime Fitness center. If your state requires you to have
someone on the premises full-time or additional equipment on the premises, these costs may increase by
$5,000 or more a month. You should review these figures carefully with a business and a legal advisor
before making any decision to purchase the franchise. Except as specifically stated, we do not offer
financing for any part of the initial investment. The availability and terms of financing will depend on
factors like the availability of financing generally, your credit worthiness, your relationship with local
banks, your experience in the fitness industry, and any additional collateral you may offer to a lender to
secure the loan. Our estimates do not include any finance charges, interest or debt service obligations.
FDD 23
ITEM 8.
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
All branded items, marketing, equipment, furnishings, fixtures, signs, uniforms, billing and processing
services, software, software support and security monitoring services, insurance and supplies you purchase
for use in your business must meet our specifications. Those specifications may include minimum
standards for delivery, performance, design, appearance, and quality. We will issue the specifications to
you before you begin operating. We may include these specifications in the Operations Manual that we
provide on-line to you, or we may issue them separately. We have brand specifications relating to the format
and content of local advertising. We require you to comply with those specifications and require that you
obtain our prior approval with respect to the use of any advertising materials you prepare. You may not
create any websites or landing pages using our Marks which refers or relates to your Anytime Fitness center.
You can expect that the items you purchase to meet our specifications will represent over 90% of the total
purchases you will make to begin operations. Once you begin operating, we expect the items you purchase
that meet our specifications will represent approximately 70% of your total expenses.
If you want to purchase items for your Anytime Fitness center that we have not previously approved, or
items that differ from our specifications, you must notify us in writing. If we request, you must submit
samples and other information we require for testing or to otherwise determine whether the product,
material or supply meets our specifications and quality standards. Except as provided below, we do not
impose any fee for our consideration.
We may require you to purchase certain furniture, equipment, inventory, supplies, services and other
products used or offered at your business from vendors we approve, in which case we will provide you with
a list of approved suppliers. These will include mandatory vendors (persons from whom you must purchase
certain items or services), designated vendors (for items or services that must be purchased from vendors
we approve), and preferred vendors (for vendors we have approved, but in categories where we do not
require you obtain our approval of the vendor). These suppliers may pay vendor rebates to us and they may
include our company and affiliates of ours.
We currently have the following mandatory vendors:
1. To keep the integrity of the reciprocity system that is integral to the Anytime Fitness system
and the benefits we provide to our members, you must obtain all billing and payment processing
services from a mandatory vendor. This vendor is not an affiliate of ours, but we receive rebates
from that vendor. A copy of the billing and payment processing services agreement with our
preferred provider is attached as Exhibit R.
2. You must purchase the Technology System from our affiliate, ProVision.
3. Anytime Health offers products and services offered through a digital health and wellness
platform currently built into a mobile application in which each of your members will be enrolled.
See Item 6. You are not required to purchase any other items from Anytime Health.
You must use our preferred vendors for your Grand Opening and Ramp Up Program for your Anytime
Fitness center, and we may require you to submit your grand opening plans and local marketing plans for
our prior approval, submit receipts to verify you have met minimum spend requirements, and show proof
of performance of your advertising activity. Our preferred vendor, SEB Distribution, LLC, will sell
Anytime Fitness branded and other products for use and retail sale in your Anytime Fitness center.
FDD 24
As described further in Item 11, the Club Management Software is mandatory and you must purchase the
Club Management Software from our designated vendor(s). We reserve the right to terminate such
designated vendors at any time and you may be required to change Club Management Software providers
or purchase it from only one designated vendor. You currently must use the Club Management Software
or our designated CRM platform to manage automated emails, text messages, and one to one
communications to your members and prospective members. You also currently must process payments for
personal, small and/or large group training through either: 1) your Club Management Software; or 2) our
mandated billing processor.
We are currently the only designated vendor of the Training Suite, which is further described in Item 11.
As of the issuance date of this Disclosure Document, the Training Suite is a required element of our system
that you must implement, unless you operate an Anytime Fitness Express center in which case it is currently
optional.
We will create a Compliance Drawing of your center. You must obtain a Compliance Drawing from us. If
you are developing a new Anytime Fitness center, we will provide you with one Compliance Drawing at
no additional cost. We anticipate this design will be sufficient to provide to an architectural vendor to create
your Construction Documents. If you are signing the Franchise Agreement as part of a franchise renewal
or transfer and we determine that your Anytime Fitness center requires renovation or re-equipment, then
you must pay us $250 for your Compliance Drawing, but we will credit $250 against your Monthly Fee if
you complete all renovation and re-equipment requirements by the required due date. In either case, if you
require additional Compliance Drawings, you must pay us $250 for each additional Compliance Drawing.
We have a designated architectural vendor who provides the Construction Documents. If you choose to
use a vendor other than our designated architectural vendor for the creation of your Construction documents
and this is your first Anytime Fitness center, you will pay us $2,700 to review your Construction
Documents. The Construction Documents supplied by the alternate service provider must provide the same
level of information and detail as the prototypical Construction Documents created by our designated
architectural vendor and use the same format, style and structure. The service provider will be responsible
for distribution and coordination of documents to all designated vendors that utilize the Construction
Documents as part of the development process. If this is your first Anytime Fitness center, we may require
you to obtain your Construction Documents from our designated architectural vendor.
You must purchase uniforms for your employees from a designated uniform vendor. You must also
purchase a health club surety bond from a designated bond vendor. We require the surety bond to protect
pre-paid memberships and pre-paid personal training revenue you collect. The surety bond is also required
by some state laws.
We offer construction management services through an approved third-party vendor to assist franchisees
with the build-out of Anytime Fitness centers (“Construction Management Services”). Construction
Management Services generally include consulting services regarding construction-related lease
requirements, construction estimates, general contractor bidding and selection (you select the general
contractor), the exterior sign review and approval process, utilities set up, obtaining building permits, site
conditions and work progress, FF&E operation, maintenance and trouble-shooting; providing a punch list
of open issues; construction warranty work; and obtaining occupancy approval. As of the issuance date of
this Disclosure Document, the Construction Management Services are optional. However, we may
transition the Construction Management Services to a mandatory program. If this occurs, we anticipate
that the cost of the program will be $6,500 to $8,500. You must pay for and use the Construction
Management Services if you have not signed a franchise agreement with us or have not commenced the
construction of your Anytime Fitness center by the time we implement the program. You must pay our
approved vendor for the Construction Management Services when you sign its Project/Construction
Management Services Agreement. This payment is not refundable. While our vendor provides consulting
FDD 25
services in these various areas if you sign its Project/Construction Management Services Agreement, you
alone are responsible for all fees, costs, and expenses associated with your Anytime Fitness center’s build-
out, including plans and specifications, permits, licenses, construction and materials, FF&E, installation
and insurance.
When we have a designated vendor for other items, if you want to purchase from other vendors the items
or services for which that vendor has been designated, you must notify us in writing and obtain our approval.
If you seek approval of a new supplier (or if the supplier applies directly to us for approval), we will require
the supplier pay us a nonrefundable fee of $300 before we will consider approving their application. This
fee is intended to defer our cost of reviewing the supplier. (We do not require you to pay any fee.) We
may also require the supplier to sign a supplier agreement with us.
We may also negotiate preferred vendor contracts with vendors. The preferred vendor contracts will usually
provide favorable pricing to our franchisees. A list of current preferred vendor contracts will be available
to you from us at any time after you sign your Franchise Agreement.
We also have one affiliate that offers optional services to you.
Healthy Contributions is a company that assists in the transfer, processing and distribution of funds and
data for various fitness incentive programs and receives a fee for these services, as well as provides an
online portal to offer, track and manage fitness membership programs. You do not have to use their services,
but they may have exclusive arrangements with some companies that offer these incentive programs to your
members. Healthy Contributions may solicit companies or organizations that have multiple offices to offer
memberships or discounts on memberships to their employees.
As further described above, we have the right to designate a single source or sources from whom you must
purchase any required products and services, and we and/or our affiliates may be that single source or one
or more of the sources.
In reviewing prospective suppliers, we consider whether the product or service is consistent with our
concept and brand; how they and/or their products or services would enhance our brand and make it more
attractive to members or franchisees; how the product or service would improve the workout experience of
a member; how the product or service would increase revenue of a franchisee’s club; how the product or
service would increase the efficiency of a franchisee; if the product or service is already available through
other sources, would approval of another vendor enhance competition or dilute our ability to maximize
pricing benefits for our franchisees; is the product of a commercial quality with a proven record of
durability; does the supplier support our values; and other factors. We also consider whether the product
or service is already available through other sources, and whether the approval of another vendor would
enhance competition or dilute our ability to maximize our potential with our existing vendors. In addition,
we consider demand from franchisees, the need for the vendor based on business trends, and the ability of
the vendor to serve franchisees throughout the United States. (The criteria are posted on our website for
potential vendors.) We will generally notify you and the supplier of our approval or disapproval within
45-60 days of our receipt of all the information and samples we request. If we revoke approval of any
supplier or any item offered by a supplier, we will send you written notice of our revocation of an approved
supplier or item.
We receive and retain rebates from many of our designated and preferred vendors. Those rebates are
typically 5% or more of the purchases you make from the vendor, but in the case of certain fitness
equipment, they can increase to as much as 12% or more based on sales volume increases. There are also
some vendors who pay us fixed rebates on supplies and services.
FDD 26
During our fiscal year ended December 31, 2020, we received $30,742 from the direct sale of goods and
services to our franchisees, or .038% of our total revenues of $81,202,630. During its fiscal year ended
December 31, 2020, ProVision received $15,639,454 in revenues from the sale of goods or services to our
franchisees (including revenue they received and paid to us), Healthy Contributions received $3,339,692
and Anytime Health received $4,018,994 from the sale of goods and services to our franchisees (including
fees they collected on Anytime Health’s behalf from their members).
We do not provide benefits to any of our franchisees for purchasing goods and services from any particular
suppliers. We also have not arranged any purchasing cooperatives among our franchisees.
None of our officers owns any interest in any of our other suppliers, other than our affiliates (ProVision,
Franchise Financial, Healthy Contributions, Anytime Health and and SEB Distribution, LLC).
ITEM 9.
FRANCHISEE’S OBLIGATIONS
This table lists your principal obligations under the franchise and other agreements. It will help you
find more detailed information about your obligations in these agreements and in other items of this
Disclosure Document.
Section in Franchise Section in Development Disclosure Document

Obligation Agreement Agreement Item
a. Site selection and acquisition/lease Sections 1, 7 and 8.A Section 1 Items 7, 11 and 12
b. Pre-opening purchases/leases Sections 1, 7 and 9.A Not Applicable Items 5, 7 and 8
c. Site development and other pre- Sections 1, 7 and 9.A Section 1, 3, and Rider Items 7, 11 and 12
opening requirements
d. Initial and ongoing training Sections 2, 8 and 9 Not Applicable Item 11
e. Opening Sections 1.A, 6.A and 7 and Sections 3.A and 3.B and Items 7, 11 and 12
Rider Rider
f. Fees Sections 1.A, 2 – 9, 11.A., Sections 2, 6.B, 7, 9 and Rider Items 5, 6 and 11
11.B, 13.B., 14, 16, 18, and
Rider
g. Compliance with standards and Sections 6, 8, and 9 Section 8 Items 8, 11, 14, and 16
policies/operating manual
h. Trademarks and proprietary Sections 1, 3, 9, and 10 and Section 1 and Rider Items 13 and 14
information Rider
i. Restrictions on products/services Section 9 Not Applicable Items 8, 11, and 16
offered
j. Warranty and customer service Sections 8 and 9 Not Applicable Not Applicable
requirements
k. Territorial development and sales None Sections 1, 3, 5 and Rider Item 12
quotas
l. Ongoing product/service purchases Section 9 Not Applicable Item 8
m. Maintenance, appearance and Sections 2.B., 9, 13, and 14 Not Applicable Item 6
remodeling requirements
n. Insurance Sections 7 and 11.A Not Applicable Item 7
o. Advertising Sections 3, 6, and 9 Not Applicable Items 6, 7, and 11
p. Indemnification Sections 9 and 11 Section 9 Item 6
q. Owner’s participation/ Sections 8.D, 8.F, 9 Not Applicable Items 11 and 15
management/staffing
r. Records and reports Section 12 Not Applicable Not Applicable
s. Inspections and audits Sections 6, 9.T and 12.B Not Applicable Not Applicable
FDD 27
Section in Franchise Section in Development Disclosure Document
Obligation Agreement Agreement Item
t. Transfer Section 13 Section 7 Item 17
u. Renewal Sections 2.B and 9 Not Applicable Item 17
v. Post-termination obligations Sections 16 and 17.B Section 6 Item 17
w. Non-competition covenants Sections 9, 10, 16.J, and 17 Section 9 Items 15 and 17
x. Dispute resolution Section 18 Section 9 Item 17
y. Other: guaranty of franchise Section 20 and Personal Personal Guaranty (which Item 15
obligations (Note 1) Guaranty (which follows the follows the Area
Franchise Agreement) Development Agreement)
Notes:
(1) Each individual who is an owner of any business entity that is the franchisee, and their spouse, must
sign a personal guaranty of all the obligations of the franchisee. This Guaranty also includes an agreement
to be bound by the confidentiality and noncompete provisions of the Franchise Agreement.
ITEM 10.
FINANCING
We do not generally offer, directly or indirectly, any financing to you to help you establish your business,
except as set forth at the end of this Item 10. However, we do have arrangements with various third-party
equipment lenders who provide financing to our franchisees. We do not participate in any underwriting or
lending determinations with respect to any of the financing options made available by any of the lenders
listed below. Our current lender relationships, as of the date of this Disclosure Document, are described
below:
1. Geneva Capital, LLC (“Geneva”) offers equipment financing of up to $150,000 for a new location,
including, among others, cardio and strength equipment, virtual fitness equipment, security system,
tanning equipment, and signage (but excluding your initial franchise fee and working capital),
based on credit approvals. Geneva will also offer reinvention financing of up to $75,000 per
location, including tenant improvements and equipment, for owners that have operated their
Anytime Fitness business for at least 5 years, based on credit approval. Financing is offered as a
lease that typically requires 1 advance payment of up to 20%. Geneva also collects a security
deposit equal to 1 month’s lease payment. Lease terms vary from 12 to 60 months. Geneva offers
both true tax and capital leases. Fixed equivalent interest rates typically vary from 7.99%, to
11.99% per annum, based on your financial and credit worthiness. Geneva will not require you to
pledge any other assets to secure the lease, but you must provide a personal guaranty. The amount
of your lease payments will depend on the amount financed, the term of the lease, and the interest
rate. You will have the right to purchase the equipment at the end of the lease at fair market value,
typically capped at 10% or 20% of the original equipment cost, assuming you have not defaulted
under the lease. The ability to prepay your obligations is negotiated on a case by case basis.
Geneva also offers financing up to $400,000, including construction costs, to members of Club
Purple and Club Platinum. Terms are similar to the financing described above.
You will be in default under Geneva’s lease documents if you fail to pay amounts owed when due
or you breach any other provision of the lease documents. If you commit a payment default, you
must pay a late charge of 15% of the payment which is late or $25.00, whichever is greater or, if
less, the maximum charge allowed by law. Regardless of the type of default, Geneva may retain
your security deposit, elect not to renew any or all time-out controls programmed within the
FDD 28
equipment, terminate or accelerate the lease and require that you pay the remaining balance of the
lease (discounted at 3% per annum), and any purchase option due, and/or return the equipment to
Geneva. Geneva may recover interest on the unpaid balance at the rate of 18% per annum or, if
less, the highest rate permitted by law. It may also exercise any remedies available to it under the
Minnesota Uniform Commercial Code or the law of its assignee’s principal place of business. It
may also file criminal charges against you and prosecute you to the fullest extent of the law if any
information supplied by you on your credit application or during the credit process is found to have
been falsified or misrepresented. You must also pay Geneva’s reasonable attorneys’ fees and actual
court costs. If Geneva has to take possession of the equipment, you must pay the cost of
repossession including damage to the equipment or real property as a result of repossession.
Under the personal guaranty, which is contained in Geneva’s equipment lease agreement, you
waive all notices. If you default under the lease agreement, Geneva may obtain and use consumer
credit reports to determine acceptable means of remedies, and you waive any right or claim you
may otherwise have under the Fair Credit Reporting Act (Equipment Lease Agreement – Section
12). Because the lease is a noncancelable net lease you are not entitled to any reduction of rent or
any setoff for any reason, nor will the lease terminate or will your obligations be affected by any
defect in, damage to or loss of possession or use of any of the equipment (Equipment Lease
Agreement – Section 2). You waive any and all rights or remedies not in the lease (Equipment
Lease Agreement – Section 14) and you and your guarantors, consent to personal jurisdiction in
the state that Geneva or its assignee, as applicable, has its principal place of business and you and
your guarantors waive trial by jury. If Geneva transfers the lease the transferee will not have to
perform any of Geneva’s obligations and the rights of the transferee will not be subject to any
claims you have against Geneva (Equipment Lease Agreement – Section 11). A copy of the current
Geneva lease documents as of the date of this Disclosure Document is attached as Exhibit J-1.
We have signed a separate agreement with Geneva, under which we agreed to assume certain
obligations if you default under your lease, including an obligation to assist Geneva in remarketing
your equipment. Under that agreement, we also agreed to establish a pool to compensate Geneva
for certain of the losses it incurs, and to guaranty payment of certain of those losses. This agreement
also provides that Geneva is to pay 1.5% of the lease amount to us as a referral fee and 1.5% of the
lease amount is added to the guaranty pool. There is no direct affiliation between Geneva Capital
and Anytime Fitness.
2. Baycap, LLC (“Baycap”) offers equipment financing of up to $500,000 of your equipment costs,
including fitness, outdoor signage, tanning, and security system. They offer both a finance
agreement, where you own the equipment, and equipment leases, where you have the right to
purchase the equipment at the end of the term for fair market value. The terms of the agreements
vary from 24 to 48 months. Interest rates vary from 10% to 20% per annum. Baycap will evaluate
your credit, your net worth, your adjusted gross income, and the equipment you are purchasing to
determine the exact term, rate and down payment. You must personally guarantee the financing,
and pledge the equipment you purchase. Baycap does not require you to pledge any other collateral.
There is a one-time $495 processing fee for each type of financing.
For the equipment loan, you will sign an Equipment Finance Agreement. You must pay a down
payment of 10%-20% of the cost of the equipment. If you fail to make your payments, or break
any of your other promises in the Finance Agreement, you will be in default. Baycap will have the
right to take the equipment, sell it, and hold you responsible for any deficiency. They can sue you
in California, and if they win, you must pay their court costs and attorneys’ fees. You also waive
your right to a jury trial.
FDD 29
If you lease the equipment from Baycap, you will sign an Equipment Lease Agreement. You must
pay a security deposit of 10% to 20% of the total cost of the equipment, which will be refunded to
you when you return your equipment or purchase the equipment. At the end of the term, you must
either return the equipment, or purchase it based on its fair market value, which will be agreed upon
between you and Baycap at the beginning of the lease term. If you fail to make your payments, or
break any of your other promises in the Lease Agreement, Baycap can terminate the lease. If they
terminate the Lease Agreement, they can retain your security deposit and any other monies they
have collected and require that you pay all the remaining payments, discounted at 4% per annum,
return the equipment, and pay the price specified on the Lease Agreement as the fair market value
(or if none is listed, then 20% of the original equipment cost). They can recover interest on any
unpaid balance at 8% per annum. They can sue you in California, and if they win, you must pay
their costs and attorneys’ fees. You also waive your right to a jury trial. Copies of the current
Baycap finance documents as of the date of this Disclosure Document are attached as Exhibits J-2-
1 and J-2-2.
We have a separate agreement with Baycap which requires that we are paid 2% of the lease amount
as a referral fee. There is no direct affiliation between Baycap and Anytime Fitness.
3. Guidant Financial offers a program that allows you to use your retirement funds to buy your
business without incurring tax penalties or getting a loan. Known as 401(k) business financing (or
formally Rollovers for Business Start-ups), Guidant charges a fee of $4,995 for this service, which
includes filing your business entity, designing a company 401(k) plan, helping you roll all (or a
portion of) your existing retirement funds from your current custodian account to the new 401(k),
and providing you with 2 consultations with a tax attorney to review the transaction. In addition,
they provide ongoing, annual administration to your 401(k) plan for $139 per month. The form of
agreement you would sign with them is attached as Exhibit J-3. Guidant can also help you secure
an SBA loan for your business. A consulting fee of $2,500 applies, however, this does come with
a fully refundable guarantee should Guidant not be able to secure you funding. You may also use
401(k) business financing as the down payment for your SBA loan through Guidant.
Guidant further offers unsecured financing. This program allows you to secure up to $125,000 in
capital pending credit score and debt utilization. Minimum credit score of 680 is required. There
is 9% fee of whatever amount you draw against for this service.
Guidant can also secure equipment leasing for you. New locations require 10% down. Interest rates
vary from 6.99 to 13.90% depending on credit score. Lease term up to 60 months. New business
requires a credit score of 700 or higher while existing business require accredit score of 650 or
higher. There is a fee associated with this service and it can range from $250 to $500.
Guidant also offers Portfolio Loans. This is a way to leverage your non-retirement stocks, bonds
and mutual funds up to 80% of their value. Portfolio must be worth at least $85,000. No minimum
credit score required. The fee associated with this program is 2% to 3% of the value of the
collateral. Start-up locations can also elect to defer payments for up to 2 years.
We have a separate agreement with Guidant Financial Group which requires that we are paid $1,000
as a referral fee for each client that engages in their retirement rollover program. There is no direct
affiliation between Guidant Financial Group and Anytime Fitness.
4. RV Now, LLC (“RVN”), an affiliate of ABC Financial Services, Inc. (“ABC”), our designated
billing processor, also offers financing to our franchisees for the “reinvention” of their Anytime
Fitness center to conform to our current standards after their 5-year anniversary. This financing is,
FDD 30
however, still subject to credit approval. You will also need to use ABC as your billing processor
to qualify for this loan. Under this arrangement, RVN may offer to loan you up to $40,000 for your
reinvention. RVN will charge you a 3% origination fee for this financing. You will repay the loan
in fixed monthly payments, ranging from 12 months to 48 months. No down payment is required.
The first payment will be due 30 days after you sign the loan documents but it will only be an
interest payment. The regular monthly payments will begin 60 days after you sign RVN’s loan
documents. Interest rates for this financing currently range from 8.99% to 11.99% per annum,
depending on the strength of your credit and credit availability. The amount of the monthly
payment will depend on the amount financed, the interest rate, and the term for repayment. RVN
will require you to pledge a security interest in the accounts receivable, member contracts, payment
intangibles and proceeds of your Anytime Fitness center, and you will also need to personally
guarantee the note. Under our agreement with RVN, we will guaranty 50% of any amounts that
you fail to pay under the loan documents with RVN. In consideration for that agreement, RVN
pays us 50% of any origination fees it collects from you.
You have the right to prepay all or a portion of your obligations to RVN at any time. You will be
in default under the loan documents if you fail to pay amounts owed when due. And your default
continues for 10 days, or if you violate any other provision of the loan documents and do not cure
your default within 10 days after notice. You will also be in default if you make any false or
misleading representation in the loan documents, if your financial statements or other objectively
verifiable information shows a material adverse change in your financial condition, or if your
billing agreement with ABC is terminated (Section 7 – Loan Agreement). If you commit a payment
default, you must pay a late charge of 10% of the overdue amount (not less than $50 or more than
$250 per instance). You also will pay interest on any overdue amount equal to the lesser of 17%
or the maximum rate of interest allowed by law. If you default, RVN may accelerate the balance
of payments, offset any amounts from amounts due from ABC to you, or foreclose on the collateral
you pledge. It may also exercise any remedies available to it by law. You also must pay all costs
incurred by RVN if you default, including legal fees. Under the personal guaranty contained in
RVN’s loan documents, you waive all notices, your right to a jury trial, certain defenses, and rights
to require RVN to exhaust other remedies in the event of your default. RVN may assign the
agreements or sell the loan to other entities or persons without your consent (Section 9 – Secured
Loan Agreement). Any litigation concerning the loan documents will generally be venued in
Arkansas. A copy of the RVN loan documents as of the date of this Disclosure Document is
attached as Exhibit J-4.
5. Wells Fargo SBA Lending, a division of Wells Fargo Bank, N.A., offers United States Small
Business Administration (“SBA”)-backed financing programs for new start-up franchises including
tenant improvements, equipment, fixtures, working capital, the initial franchisee fee, and other
start-up costs. Wells Fargo SBA Lending also offers financing programs for the expansion of
locations, the acquisition of new locations, and the reinvention of existing locations. Financing is
offered in the form of a promissory note. You will also have to pledge a first security interest in
all the assets of your business. You may also have to give the lender a lien on your personal
residence. You must insure the collateral. You also must personally and unconditionally guaranty
the loan. The SBA may impose other collateral, guaranty and additional requirements for SBA-
guaranteed loans which will be disclosed to and discussed with you by Wells Fargo SBA Lending.
If this is financing for an expansion or reinvention, you must have an equity investment of at least
10% of the project amount. If it is for a new fitness center, or one you acquire, you will need an
equity investment of at least 15% of the project amount. The actual equity required will vary,
depending on a number of factors, including your credit. Wells Fargo SBA Lending offers variable
or fixed rates for terms of up to 10 years with no prepayment penalty. The interest rates will depend
FDD 31
on your credit and current market rates, but for fixed rates, the current maximum rate as of the date
of this Disclosure Document is 8.72% per annum, and the current maximum rate for a variable rate
loan is 6.50% per annum. The maximum amount they will loan to you (assuming you do not own
the real estate for the fitness center) is $550,000 per location. Your monthly payment amount will
depend on the amount financed, the term of the loan, and the interest rate. All financing is subject
to credit approval and determination of SBA eligibility by Wells Fargo SBA Lending.
You will be in default under your promissory note and the personal unconditional guaranty if you
fail to make a payment when due, you fail to preserve the collateral, or if you fail to do anything
required by the promissory note, personal unconditional guaranty, or other loan documents. If you
default, Wells Fargo SBA Lending may require the immediate payment of all amounts remaining
under the note, obtain a judgment against you, take possession of the collateral, and sell, lease, or
otherwise dispose of the collateral. You will waive all notices under the note and personal
unconditional guaranty. You will also pay all costs and expenses incurred by Wells Fargo SBA
Lending to collect any amounts owed, including attorneys’ fees. The promissory note may include
a confession of judgment that allows Wells Fargo SBA Lending to enter judgment against you in
any court without notice and without the filing of a lawsuit against you. In states that do not permit
confession of judgment clauses in promissory notes, Wells Fargo SBA Lending will have the right
to initiate an arbitration action against you. The loan documents will typically be governed by the
laws of Minnesota, except that any real estate documents will be governed by the laws of the state
where the real estate is located. When the SBA is the holder of the Note, the Note will be interpreted
and enforced under federal laws, including SBA regulations. Wells Fargo SBA Lending or the
SBA may use state or local procedures for filing papers, recording documents, giving notice,
foreclosing liens, and other purposes. A copy of the current Wells Fargo SBA Lending loan
documents as of the date of this Disclosure Document is attached as Exhibit J-5.
6. Hitachi Capital America Corp
Hitachi Capital America Corp ("HCAC") offers equipment financing of up to $600,000 for a new
location, including, among others, cardio and strength equipment, virtual fitness equipment,
security system, tanning equipment, mirrors, audio visual, cubbies, flooring, and signage. Tenant
Improvements can also be included in the amount equal to the cost of the equipment. (Excluded
items include franchise fee, professional fees, advertising, and working capital). HCAC will also
offer Reinvention financing of up to $250,000 per location, including tenant improvements and all
equipment required to update your facility to the then requirements specified by Anytime Fitness.
All financing requests are subject to credit review and approval based on financial strength and
credit worthiness of the Franchisee.
Financing is offered as a Master Installment Payment Agreement (IPA -Loan) or a Master Lease
Agreement. Under both agreements, financing terms may vary from 24 months to 66 months, and
options for payment deferrals of up to 6 months from commencement/closing of the transaction(s).
Fixed equivalent interest rates typically vary from 7.50% to 10.50%. Under the Master Lease
Agreement at the expiration of the initial term or payment renewal period, you will have the option
to purchase all but not less than all of the financed equipment for $1.00. HCAC typically does not
require down payments or security payments. However, it will reserve the right to request these
based on the financial strength and credit worthiness of the applicant. Personal Guarantees are
required unless otherwise waived. The amount of lease/loan payments will depend on the amount
financed, the term of the transaction, and the interest rate. You may pre-pay any or all amounts
owed to HCAC under the agreements at any time; however, you would have to pay a penalty in the
amount of 4% of the principal balance remaining for the first year, 3% for the second year, 2% for
the third year, and 1% thereafter.
FDD 32
You will be in default under HCAC's agreements if you fail to pay amounts owed when due, or you
breach any other provisions of the agreements. If payment is not paid when due HCAC may impose
a late fee equal to the greater of $25.00 or 5% of the amount then due, but no more than the highest
late charge permitted by law.
A copy of the current HCAC documents as of the date of this Disclosure Document is attached as
Exhibit J-6
We have a separate agreement with HCAC under which we agree to assist remarketing of
equipment for any equpment financing that are in default. There are no referral fees paid to Anytime
Fitness or any of its affiliates by HCAC.
We also have a direct bridge financing program that we offer, at our discretion, to qualifying franchisees to
help finance tenant improvements.
We occasionally offer a bridge financing program to certain new franchisees to pay a part of the
tenant improvement costs that will ultimately be expected to be reimbursed by the landlord. You
may not be offered such financing. The maximum amount of this loan is $150,000. You must pay
us a 6% origination fee at the time you sign the loan agreement, but you do not have to pay any
interest on the loan unless you fail to repay it when it is due (and then it accrues interest at 12% per
annum). The loan is due at the earlier of 90 days after the last cash distribution is made to under
the loan documents, or 30 days after you open your Anytime Fitness center. You can prepay the
loan at any time, without penalty, and you must pay any proceeds you receive from your landlord
against this loan. As a condition to our making the loan, we have the right to choose or approve
your contractor, and you must escrow an amount equal to 10% of your contractor’s construction
bid. You also must sign a Lease Rider, which among other provisions, requires that the landlord
pay any tenant improvement monies it owes you directly to us to offset your loan obligation. (Any
excess will be paid to you.) You must sign a promissory note (and if you are an entity, all your
owners must sign the note) and give us a security interest in the assets of your Anytime Fitness
center. The note provides that if you default, we can accelerate the balance. The note also provides
we can direct your payment processor to make these payments directly to us on your behalf, from
remits owed to you from the processor. You are also liable for attorneys’ fees if you default. In
addition, the Franchise Agreement has a cross default clause that applies if you fail to pay any
obligations you owe to us, and therefore, if you fail to pay this note, we can terminate your
Franchise Agreement. The note also contains waivers from all defenses except for payment. We
do not require you to pledge any other assets to secure the loan, but you must provide a personal
guaranty. A copy of the loan agreement, promissory note, personal guaranty, security agreement
and Lease Rider to be signed for this financing is attached as Exhibit J-7.
We do not guarantee any note, lease or other obligation you incur. We and our affiliates have the right to
sell, assign or discount to a third party all or part of any amounts you may owe to us or our affiliates.
ITEM 11.
FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING
Except as disclosed below, we are not required to provide you with any assistance.
Before you open your franchised business, we will:
1) Designate your territory (Franchise Agreement – Section 1.C/Rider).
FDD 33
2) Provide you with consulting services to assist you in determining the evaluation criteria for
selecting the site location for your business (Franchise Agreement – Section 8.A).
3) Through our real estate department, we will assist you in identifying sites for your Anytime Fitness
center.
4) Provide you online access to our operations manual that contains mandatory and suggested
specifications, standards and procedures (the “Operations Manual”) (Franchise Agreement –
Section 8.G). The Operations Manual consists of one or more manuals, technical bulletins or other
written materials available electronically and may be modified by us periodically in our discretion.
The Operations Manual may be made available to you electronically, and currently contains
approximately 48 pages. A copy of the Table of Contents of the Operations Manual is attached to
this Disclosure Document as Exhibit B.
5) Provide you with our mandatory specifications for construction of an Anytime Fitness center and,
based on information you provide to us about your proposed location, including as-built drawings,
surveys, technical data, construction documents and site plans, and create a specific club
layout/design for your business (a “Compliance Drawing”) (Franchise Agreement – Section 9).
See Items 5 and 8 for additional information.
6) Provide, at our expense, an initial training program to educate and acquaint your management team
with the business of operating an Anytime Fitness center (Franchise Agreement – Section 8.B).
We will provide a training program that consists of a self-paced online learning course and
assessment tool which must be completed in a manner satisfactory to us, then 3 days of classroom
training conducted in a virtual format or at our corporate offices in Minnesota, at our discretion,
followed by a 2 to 6 day in-person job shadowing training experience held at a location that we
designate. If you purchase an existing Anytime Fitness center, you must complete the self-paced
online learning course, complete the assessment to our satisfaction, and complete 3 days of
classroom training conducted in a virtual format or at the corporate office in Minnesota, at our
discretion. You must complete these training components before you begin operating your
Anytime Fitness Center. This may mean that another, experienced manager whom we approve,
will need to operate the Anytime Fitness center while you attend this required training. If you are
purchasing an Existing Anytime Fitness Center you will not be required to attend the 2 to 6 day in-
person job shadowing experience, but instead you will be required to complete, and pay for, the On
Site Relaunch Training described below (Franchise Agreement – Section 8.I). The cost associated
with Relaunch Training is a flat fee of $3,000 and that fee is due at the time training is scheduled
or on the closing date of the purchase of your Anytime Fitness Center, whichever is earlier.
7) Through our affiliate, ProVision, we provide information technology services, technology, and
security systems, including computers, iPads, sound systems, club management and access control
software, networking, sound and personal training / coaching technology and other related
components along with technology and software support, installation services, and security
monitoring for your Anytime Fitness center. ProVision will also provide Microsoft Exchange
Email hosting (up to 5 email addresses), and virus and malware protection relating to disruption of
our access control software (ProVision Agreement, Section 1).
FDD 34
The following represents a summary of our initial training program:
TRAINING PROGRAM
Hours of Hours of On-the-

Classroom Job Training
Subject (Note 1) Training (Note 2) Location
Brand Values and Philosophy 2 0 Virtual or our offices in Minnesota
Brand Strategy & General 5 0 Virtual or our offices in Minnesota
Marketing
Technology, Software and Security 1 2 Virtual or our offices in Minnesota
Member Experience and Customer 5 5 Virtual or our offices in Minnesota
Service
Member Sales 5.5 5 Virtual or our offices in Minnesota
Club Operations 5 8 Virtual or our offices in Minnesota
Staffing and Hiring 4.5 0 Virtual or our offices in Minnesota
One-On-Ones 2 0 Virtual or our offices in Minnesota
Financial Acumen 1 1 Virtual or our offices in Minnesota
Construction & Design 1 0 Virtual or our offices in Minnesota
Vendor Networking 2 0 Virtual or our offices in Minnesota
Training Suite 2 4 Virtual or our offices in Minnesota
Total 36 25
(1) If you have more than one Franchise Agreement with us, we may, at our option, provide this training
one time for multiple agreements.
(2) We provide a training program that consists of a self-paced online learning course and assessment tool
which must be completed in a manner satisfactory to us, followed by 3 days of classroom training conducted
in a virtual format or at our corporate offices in Minnesota, at our discretion, followed by a 2 to 6 day in-
person job shadowing training experience held at a location that we designate. You will be responsible for
any travel and lodging costs associated with receiving this additional on-site, field training.
We will use our Operations Manual, and other handouts and instructional materials for this training. Our
Senior Director of Learning and Development & Communications, Kim Hudnall, and our Learning and
Development Project Manager, Amy Schneider, oversee this portion of the training program. Ms. Hudnall
joined SEB in November 2020. Prior to joining SEB, from October 2017 to August 2020, she served as
the Executive Director, Global Education for Aveda/The Estée Lauder Companies. From July 2014 to
October 2017, she was the Director of Franchise Training & Development for Regis Corporation. Ms.
Schneider has 9 years of combined experience in operations, marketing and training. She joined the
Anytime Fitness Learning and Development Team in 2016. Other members of our corporate staff conduct
training in topic areas which are related to their job roles and responsibilities and in which they have at least
one year of experience. We may delegate our duties and share our training responsibilities.
The Principal Operator of your business must attend and complete this training to our satisfaction before
you open your Anytime Fitness center. In addition, if your Principal Operator is not also a Principal Owner,
then a Principal Owner of your business must also attend and complete this training to our satisfaction
before you open your Anytime Fitness center. This training is held on an as needed basis. We do not
charge you for this training. We may also allow you to send an additional person to the 3-day, classroom
training session at our corporate office at no additional charge, if there is space available, and you provide
us at least 10 days’ notice before the scheduled start of the training and provide us a copy of a confidentiality
agreement they have signed that is satisfactory to us. You will be responsible for travel costs, room and
FDD 35
board, and the salaries, fringe benefits, and other expenses you and your employees incur in attending the
training program.
During the operation of your business, we will:
1) Make available additional training that we feel is necessary to familiarize you and your
management team on changes and updates in the franchise system (Franchise Agreement – Section
8.E).
2) Establish and maintain an Internet website or Home Page (Franchise Agreement – Section 9.H).
3) Provide templates to you for your web page (Franchise Agreement – Section 9.H).
4) Arrange a secret shopper program to shop your Anytime Fitness center (Franchise Agreement –
Section 6).
5) Maintain and administer the Anytime Fitness General Advertising and Marketing Fund (Franchise
Agreement – Section 6.B).
6) Assist you in reselling your business. If you want to sell your business, we have a re-sale program
offered through our Franchise Asset Sales Team (FAST). We currently maintain a re-sale
assistance program that creates an Offering Profile of your club, which we distribute to franchisees
in the region and other targeted groups. We link this profile with several business listing websites
and will provide to you our document library with forms you can use in the sale of your business.
The program also offers workshops and personal assistance in listing and selling your business.
You do pay us an extra fee if you want this service (see Item 6). (Re-Sale Assistance Agreement
– Exhibit N).
Each calendar year, your business must obtain at least 1,200 continuing engagement credits within our
system (Franchise Agreement – Section 8.F). The credits are not tied to hours, but to specific training
opportunities or other participation you have in our system, as described in the Operations Manual. There
are no additional fees for receiving continuing engagement credits, or taking additional training, but you
are responsible for any expenses you or your employees incur in completing any activity. If you fail to meet
the minimum requirements in any year, you must pay us a fee of $1.00 for each credit deficiency, which
we will deposit in the General Advertising and Marketing Fund. The credits required are prorated for any
partial year you are open. This fee is due to us on February 1 following any year in which you fail to meet
the minimum requirement.
After your first year of operation, during the time you operate your business, you must attend additional
training, which may be offered in person, by webinar, online, or in another virtual format, in order to earn
continuing engagement credits and stay current on the policies, procedures, and techniques of operating an
Anytime Fitness center. These programs are intended to maximize the profitability of your business. Each
calendar year, a Principal Owner of your business must attend at least one training program we offer in a
virtual format, at our corporate office, or in any region. The following training opportunities are currently
available:
Vitals Training: The Vitals program typically includes about 6 to 12 hours of training in business leadership
and operations, marketing, prospecting, customer service, system-wide initiatives, and general business
practice coaching. We offer this program about 8 to 10 times each year, and it may be offered in a virtual
format, in-person in various regions at a hotel, or at our corporate offices in Woodbury, Minnesota. Some
or all of these programs, or their components, may be presented online or in another virtual format, and the
FDD 36
total hours of training may vary based on the content and the manner in which the material is presented.
The same people who provide the initial training, and are responsible for the initial training, will provide
and be responsible for this training. We do not charge you for this training, but you are responsible for
travel costs, room and board, and the salaries, fringe benefits, and other expenses you and your employees
incur in attending these programs, if applicable. We reserve the right to charge for this training in the future.
The materials we use for this training are developed from a variety of sources.
Training Suite Training: The Training Suite Training is included as part of the initial training program.
Attendance is required by at least one of your Principal Owners, before you can implement the Training
Suite at your Anytime Fitness center. If you are an existing franchisee that will now elect to offer the
Training Suite at your center, and have not already attended training, then you must attend the Training
Suite Training. This training is offered in a virtual format or in-person at our corporate headquarters, at our
discretion. If you attend a virtual training, there is no charge. If you attend in-person you must pay our
then-current fee, currently $250 per person. You are responsible for travel costs, room and board, and the
salaries, fringe benefits, and other expenses you and your employees incur to attend such training, if
applicable. Subject to corporate trainer availability, we also offer the Training Suite Training Program in
the field, on-site at your Anytime Fitness center, or the Anytime Fitness center of another franchise owner
with whom you have partnered to receive this training. For a fee ranging from $6,000 to $10,500 depending
on how many ownership groups are receiving training (up to a maximum of 3), we will send 2 corporate
staff members to the designated center to provide 2 days of customized, interactive, on-site training
designed to teach program methodology, how to deliver programming, how to set up and conduct group
and personal training sessions, and how to educate members and sell group and personal training to
members. This on-site training is conducted for up to 21 total attendees and includes pre-visit
communication and post-visit follow-up. Attendees must be employees of the participating owner(s).
Travel costs, room and board for corporate staff are included in the fee. In the event you cancel a scheduled
on-site Training Suite Training, then you must pay our then-current on-site training cancellation fee. The
current on-site training cancellation fee is as follows: (i) there is no cancellation fee for the On-Site Training
Suite Training if you cancel it 30+ days before the scheduled training; and (ii) there is a 100% cancellation
fee if you cancel it less than 30 days before scheduled training.
Multiple Club Operator Training: Multiple Club Operator Training is a 2-day workshop that focuses on
common themes and challenges specific to multi-club owners. This training is offered in a virtual format,
or in-person at our corporate offices in Minnesota. It is offered at our discretion, on an as-needed basis,
and may not be offered in any given year. The curriculum focuses on areas used to elevate you, your
business, and your brand. This optional training is designed specifically and exclusively for Anytime
Fitness owners that operate three or more Anytime Fitness centers. Curriculum will consist of about 8 hours
of marketing and strategy plus about 8 hours of business operations and strategy related specifically to
multiple club operators. The total hours of training may vary based on the content and the manner in which
the material is presented. We do not charge you for this training, but if you elect to participate, you are
responsible for travel costs, room and board, and the salaries, fringe benefits, and other expenses you and
your employees incur in attending these programs, if applicable. The materials we use for this training are
developed from a variety of sources.
On-Site Relaunch Training: If you are a new franchisee purchasing an existing club then we will send a
representative or designee out to the purchased club for 2 to 6 days of on-site training in club operations.
This training will also include pre- and post-visit coaching communications and will be scheduled to occur
within 180 calendar days after the closing on your purchase of the existing club. The fee for this on-site
training is $3,000. Travel costs, room and board for corporate staff are included in the fee. If you cancel a
scheduled on-site relaunch training program, then you must pay our then-current on-site training
cancellation fee. The current on-site training cancellation fee is as follows: (i) there is no cancellation fee
for the on-site relaunch training if you cancel it at least 30 days before the scheduled training, and (ii) there
FDD 37
is a 100% cancellation fee if you cancel it less than 30 days before the scheduled training. You must provide
certain documents related to the club performance at least 14 days in advance of the on-site Relaunch
training visit. If you fail to provide the requested documents at least 14 days in advance you must re-book
the Relaunch training and pay us a $1,500 re-booking fee in addition to the fee you paid for the training.
Online Training: We may offer additional training opportunities for franchisees via courses offered online,
by webinar or in another virtual format. The content may include topics such as marketing, operations,
customer service, personal training, technology, staffing, and member experience. The same people who
provide the initial training, and are responsible for the initial training, will provide and be responsible for
this training. We do not charge you for this training, but we reserve the right to charge for this training in
the future. The materials we use for this training are developed annually from a variety of sources.
Although we do not have any obligation to provide any other training or services to you, we generally hold
a conference every other year. The conference may be live or a virtual event. We require a Principal Owner
of your business to attend our conference. If that person does not attend the conference, you will be billed
for the “early bird” Conference Fee following the conference. If applicable, you must also pay your own
travel and hotel expenses to attend the conference.
Site Selection and Opening
We will provide you with consulting services to assist you in evaluating and selecting a site for your
Anytime Fitness center. It is your obligation to select a site for your business and obtain our approval of
that site. While we will assist you, we do not locate or select a site for you, or negotiate the purchase or
lease of a site, and we do not own the premises and lease them to you. Before you acquire any site, you
must submit to us information and materials we require and obtain our approval to your site. The factors
we take into account in approving a site are the visibility of the site, the retail feel of the site, the location
of competitors, whether the site is easily accessible, surrounding businesses and various other factors. An
Anytime Fitness center should have at least 4,000 square feet of space, but no more than 6,000 square feet.
An Anytime Fitness Express center typically requires 3,000 to 4,000 square feet of space, as they are placed
in markets having a population of under 7,000 within a radius of 4 miles of the center. If you and we are
unable to agree on a site, the opening of your Anytime Fitness center may be delayed.
As described in Items 7 and 8, we offer Construction Management Services for the build-out of your
Anytime Fitness center. As of the issuance date of this Disclosure Document, we do not require that you
participate in the Construction Management Services program. However, we may transition the
Construction Management Services program to a mandatory program. If this occurs, you must purchase
Construction Management Services if you have not already signed a Franchise Agreement with us or have
not commenced the construction of your Anytime Fitness center.
You may not initially open your Anytime Fitness center until you have completed all your pre-opening
obligations and have obtained our approval to the opening. We expect the typical length of time between
the signing of your Franchise Agreement and the opening of your Anytime Fitness center to be between 9
and 12 months. You must open your Anytime Fitness center within 12 months after you sign the Franchise
Agreement. If you do not open your Anytime Fitness center within this timeframe, or within any extended
timeframe agreed upon by us, the Franchise Agreement will be placed in default and if you do not open
within the time provided for cure, we will terminate the Franchise Agreement.
Under the Area Development Agreement, you will have the right to develop, open, and operate multiple
Anytime Fitness centers. Each Anytime Fitness center must be developed and opened according to our
then-current system standards and other approval requirements. You or your affiliates must sign our then-
current form of Franchise Agreement for each Anytime Fitness center you develop and open under the Area
FDD 38
Development Agreement, which may contain materially different terms and conditions than the Franchise
Agreement attached to this Disclosure Document. We will determine or approve the location of future
Anytime Fitness centers and any protected territories for those Anytime Fitness centers based on our then-
current system standards for sites and protected territories. If you fail to open any center by the date in the
Development Schedule, we will have the right to terminate the Area Development Agreement, and you are
obligated to pay us $10,000 for each undeveloped center as liquidated damages.
General Advertising Requirements
You must comply with our then-current advertising and marketing standards and specifications, as set forth
in the Operations Manual or otherwise in writing. You must purchase approved advertising and marketing
materials that we may make available through our designated vendor(s) from time to time. You may also
develop additional advertising materials for your use at your own cost. Before you begin using those
materials, you must submit them to us for our written approval. You may not and you have no right to
create a website, social media account (including a group, profile, or page on TikTok®, Facebook®,
Twitter®, YouTube®, Instagram®, Snapchat® or LinkedIn®) or otherwise have an online presence, post
content, advertise on the internet or offer or sell any products or services on the Internet using our Marks
without our prior approval. You are ultimately responsible for ensuring that your advertising complies with
all applicable laws before using it. We may revoke your right to use any previously approved advertising
materials at any time upon notice to you, and you must immediately cease using such advertising materials.
Certain minimum advertising requirements will be based upon the market tier where your Anytime Fitness
Center is located. Your market Tier is determined by population size; Tier 1 is a market in which we have
determined there are more than 50,000 people within a 3 mile radius of the location of your Anytime Fitness
center; Tier 2 is a market in which we have determined there are between 25,000 and 49,999 people within
a 3 mile radius of the location of your Anytime Fitness center; and Tier 3 is a market in which we have
determined there are less than 25,000 people within a 3 mile radius of the location of your Anytime Fitness
center.
General Advertising Fee
You agree in your Franchise Agreement to pay us a General Advertising Fee for contributions to the
Anytime Fitness General Advertising and Marketing Fund, an amount equal to $600 per month (or $300
for an Anytime Fitness Express center). We reserve the right to increase the General Advertising and
Marketing Fees upon sixty (60) days’ written notice to you, provided, however, that the General Advertising
and Marketing Fee will not exceed the greater of $600 per month ($300 per month for Anytime Fitness
Express Centers) or 2% of Gross Revenue (which may be calculated on a weekly basis). We require all our
franchisees to contribute to this fund, but some franchisees have older forms of agreement that only allow
us to charge them a fixed amount ($150 per month). Our company-owned centers currently pay $600 per
month to the fund and this may increase if the amount required to be paid by our franchisees increases.
We account for the contributions to this fund separately from our other revenues, and we do not use them
to pay any of our general operating expenses other than our costs of administering the fund, including
salaries and overhead in administering the fund. We do not audit the fund. The purpose of the fund is to
develop marketing and advertising programs that benefit the Anytime Fitness brand. This means we may
use monies in the Fund for any purpose that promotes the system, the Marks or the Anytime Fitness (and
Anytime Fitness Express) names, including the creation, production and placement of consumer
advertising; agency costs and commissions; costs of preparing and conducting local, regional or national
media of our choice, including: television, radio, internet, magazine, direct mail and newspaper, billboard,
social media and digital advertising, other forms of out-of-home advertising and direct mail campaigns, and
other public relations activities; developing and/or hosting an internet web page or similar activities;
FDD 39
administering multi-regional advertising programs, direct mail and other media advertising; in-house staff
assistance and related administrative costs; local and regional promotions; public relations campaigns
including the cost of retaining public relations firms; market research (including sampling); and other
advertising and marketing activities, including participating at trade shows. Advertising may be placed in
local, regional or national media of our choice. We do not guarantee that advertising expenditures from the
General Advertising and Marketing Fund will benefit you or any other franchisee directly, on a pro rata
basis, or at all.
We have an in-house production department, but we also work with a number of national, regional and
local agencies. It is our responsibility to determine how these monies are spent. We are not required to use
monies in the Fund to benefit any individual market, or on a pro rata or other basis. During 2020, these
monies were spent for the following purposes:
Item Percentage of Total Expenditures

Consumer Insights and Research 4%
Public Relations 6%
Platform Tools (website, maps, listings, etc.) 13%
Creative and Production 12%
Administration 12%
Paid Media 53%
Our intention is to solicit input from franchisees on the development of the advertising purchased by the
fund. However, this input will be advisory only, and we will have the right to make all decisions about
how these monies are spent. We have no obligation to conduct any advertising on your behalf.
Advertising monies we collect that are not used in one year will be carried over to the next year. Any
interest the funds earn will be used for advertising before we use any principal. We and our affiliates will
only receive payment from the advertising funds for actual goods and services we provide to the funds. We
may also allocate a portion of the funds to cover the costs of any of our employees who provide services to
the fund. We will not spend any portion of any advertising fund for advertising principally designed to
solicit the sale of franchises. At your request, we will make available to you an annual accounting that
shows how the fund proceeds were spent for the previous year.
Advertising Cooperatives
Although we currently do not, in the future we may establish local advertising cooperatives in market areas
in which 2 or more Anytime Fitness clubs are operating. If we establish a cooperative in your area, or there
is an existing cooperative in your area when you become a franchisee, you must participate and contribute
your share to the cooperative. These cooperatives will, with our approval, administer advertising programs
and develop advertising, marketing and promotional materials for the area the cooperative covers. We may
require the cooperative to use an advertising agency or other partner we chose.
The amount of the contribution you must contribute will be determined at the time we establish the
cooperative but will not be more than 2% of your monthly Gross Revenue. All franchisees and company-
owned Anytime Fitness clubs in the market area of the cooperative will be expected to contribute at the
same rate to the cooperative. Each Anytime Fitness club contributing to a cooperative will have one vote
on matters involving the activities of the cooperative. But the cooperative may not produce or use any
advertising, marketing or promotional plans that have not be approved by us.
The cooperative will operate from written governing documents, which will be available for cooperative
members’ review upon their request. Each cooperative will prepare annual financial statements which will
FDD 40
be available for review by a franchisee participating in the cooperative, upon request of that franchisee. We
may change, dissolve or merge any cooperative at any time.
As of December 31, 2020, franchisees in the Madison, WI, Ottawa, Canada, Phoenix, AZ, and Des Moines,
IA areas formed their own local advertising cooperative, and they contribute, at their own expense,
additional funds for marketing expenditure. At this time, we do not require any franchisees to contribute
to these local cooperative programs. They are organized by our franchisees in these markets. The local
franchisees decide who administers the cooperative, whether there are written governing documents for the
cooperative, and whether the cooperative must prepare annual or period financial statements to provide to
franchisees. At this time, we do not require this cooperative to be formed, changed, dissolved or merged.
Local Advertising Spend Requirement
You must invest a minimum of $600 per month if your center is in a Tier 3 market, $800 per month if your
center is in a Tier 2 market, or $1,000 per month if your center is in a Tier 1 market, on local advertising,
after completion of the Grand Opening and Ramp Up Plan (described below), to promote your Anytime
Fitness center. We recommend that you spend more than the required amount. There is no minimum local
advertising spend requirement for an Anytime Fitness Express center.
We may require that you submit receipts to verify you have met this requirement. If you fail to spend the
minimum required amount, we will require you to pay the difference between what you should have spent
on Local Advertising and what you actually spent, into the General Advertising and Marketing Fund. We
can audit your records to determine compliance with this requirement. The amounts you spend on local
advertising are in addition to the General Advertising and Marketing Fees that you must pay to us. Local
advertising spend is the amounts spent by you for advertising media including but not limited to: television,
radio, internet, social media, newspaper, billboard, print media, promotional items, advertising on public
vehicles, and, if not provided by us, the costs of producing approved materials necessary to participate in
these media. Advertising expenditures do not include items which we, in our reasonable judgement deem
inappropriate for meeting the minimum advertising requirement, including but not limited to: permanent
on-premises signs, vehicles (even if they display the Marks), personnel salaries or administrative costs, and
the value of discounts, free offers, or other incentive programs.
Grand Opening and Ramp Up Program
If you are a new franchisee, you must conduct a grand opening advertising and promotional program
(“Grand Opening and Ramp Up Program”) for your center. If you are already an existing franchisee in the
Anytime Fitness system, you may choose to participate in the Grand Opening and Ramp Up Program, but
your participation is optional. Activities in the program may start as early as 60 days pre-opening and will
extend up to 60 days post-opening. The Grand Opening and Ramp Up Program must target prospective
members throughout the Protected Territory and meet the standards we establish from time to time. You
must use our preferred vendors for your Grand Opening and Ramp Up Program for your Anytime Fitness
center. We may require you to submit your grand opening plans and local marketing plans for our prior
approval, submit receipts to verify you have met minimum spend requirements, and show proof of
performance of your advertising activity.
FDD 41
The required spend for the Grand Opening and Ramp Up Program depends upon your market Tier as
follows:
Minimum Amount Grand Opening and Ramp Up

Market Tier
Program to be spent on Local Marketing
Tier 3 $11,000
Tier 2 $16,000
Tier 1 $23,000
*Local direct and/or traditional (not digital) advertising includes radio marketing, banners, flyers, door hangers,
brochures, and as otherwise described under the above “Local Advertising Spend Requirement” heading in this Item
11.
You may choose to spend more than the minimum required amount.
The Grand Opening and Ramp Up Program is designed to help build awareness of your Anytime Fitness
center and drive leads and target prospective members in your Territory. The amounts you spend for the
Grand Opening Program are in addition to the General Advertising and Marketing Fees you pay to us.
Upon request by us, you must provide us with a report itemizing the amounts you spent on the Grand
Opening Program. If you fail to spend the minimum required amount, we may require you to pay the
difference between what you should have spent on your Grand Opening and Ramp Up Program and what
you actually spent, into the General Advertising and Marketing Fund.
If you operate an Anytime Fitness Express center, there is no minimum amount that you must spend on
grand opening.
Computer Hardware and Software
You will need to purchase the Technology System from ProVision to operate your business. The base
Technology System includes sound system, cellular communications, and other equipment needed to
implement the Training Suite, the club management and access control software, our accounting system,
our security system, fitness scanning and/or monitoring, sound system services, our tailgate entry detection
system, and our CCTV system for recording of activities at your center. The cost of the base Technology
System is $23,245 for an Anytime Fitness center and $14,425 for any Anytime Fitness Express center. As
of the issuance date of this Disclosure Document, you may choose to purchase additional equipment from
ProVision to enhance the base Technology System package and you may be required to purchase additional
equipment if your club is larger than an average club in our system.
Depending on the size of your Anytime Fitness center and any additional equipment to the Technology
System package that you purchase, you may also need to purchase certain additional computer hardware,
software and related components for your center. The cost for each package does not include the cost of
taxes (which we estimate will cost an additional 10% of the package cost) or the cost of shipping or
installation, which we estimate will cost an additional approximately 35% of the Technology System
package cost.
The Technology System has a manufacturer’s warranty of 12 months on parts and labor from the date of
installation on core hardware components only (excluding software). Apart from these warranties, we do
not have any obligation to upgrade or maintain the Technology System or any hardware, software or
technology components you purchase, and we cannot predict the costs of upgrades or maintenance.
FDD 42
ProVision will license to you our proprietary access control software (the “Club Operating Software”),
which is integrated with our billing and payment system, for use on your business computer or iPad.
ProVision will also provide the continuing monthly support you need to operate the Club Operating
Software. They will also provide Microsoft Exchange Email hosting (including up to 5
@anytimefitness.com email addresses, and auto-push emails). The Base Technology Fee for all these
services currently ranges from $549 to $799 per center per month, depending upon the number of Anytime
Fitness centers you have (not including any Anytime Fitness Express centers). ProVision has also advised
us that it intends to provide software updates for the Club Operating Software at no cost to you as part of
the monthly support it provides, but it is not obligated to do so, and whether it does so or not is likely to
depend on the extent of any upgrades. ProVision does not, however, provide support for any third-party
software.
We also require that you use an advanced web-based software designed to manage most of your club
operations to supplement the Club Operating Software (“Club Management Software”). This Club
Management Software, available through our designated vendor(s) features a follow-up sales system to
help you sell memberships for your business, a tool to place sales metrics and goals front and center on
your computer or iPad, an email marketing component, the ability to generate multiple reports for auto
delivery to you, and personal training management software. Club Management Software is required for
all Anytime Fitness centers and you currently must use the Club Management Software or our designated
CRM platform to manage automated emails, text messages, and one to one communications to your
members and prospective members. You also currently must process payments for personal, small and/or
large group training through either: 1) your Club Management Software; or 2) our mandated billing
processor.
We may require you to upgrade or update your hardware or software at any time during the franchise term.
You may be required to pay initial and/or ongoing license, support or service fees associated with such
upgrades or updates. There are no limitations on the frequency and costs of hardware and software upgrades
or updates. We do not have any contractual obligation to upgrade or update any of your hardware, or
software, during the term of the franchise.
You will use your iPad and your computer in a variety of ways and you must use an iPad for certain
membership functions. It will provide access control for your Anytime Fitness center, track usage of the
center (by member and in the aggregate) and allow members reciprocity between centers. For example, the
Club Management Software has prospect and member management functionality, which begins as soon as
a lead is entered into the system. Once a prospect becomes a member, the Club Management Software can
track member activities, interests, appointments, and club usage. Flexible reporting options allow for the
tracking of detailed and summarized member and club information, including multiple club reporting. This
software will also give you access to our ongoing product development and on-line education. You can
also add point of sale hardware to perform additional functions, but we do not require you to do so. You
will also use your computer or iPad for on-line ordering, e-mail, Internet access, and word processing
support. However, we highly recommend that the system be used for business purposes only, and not for
entertainment, personal social networking site access, or other matters unrelated to your business.
We will have access to the information in your computer and iPad, which we can access as we believe is
necessary. There are no limits on our right to access this information and you must at all times maintain
your computer and network so that we can automatically upload this information.
Training Suite
Together with the computer hardware and software requirements described above, we have developed a
proprietary “Training Suite” for use in Anytime Fitness centers, which will help you develop and maintain
FDD 43
a training program for your Anytime Fitness center. The Training Suite will assist you with implementing
a training program that may include personal training, small group training and/or large group training, as
well as health coaching. These services may be provided to your members in person or in a virtual format.
We will assist you with setting pricing, training your trainers, creating group training sessions, and
providing ongoing coaching and personal training programming. We may modify the offerings included as
part of the Training Suite at any time. We may require credentialing of your personal trainers and/or health
coaches. Health coaches who are employees of ours may provide virtual health coaching to your members
for a fee paid to us by members.
As of the issuance date of this Disclosure Document, implementation of the Training Suite in your Anytime
Fitness center is required unless your Anytime Fitness center will be designated and operated as an Anytime
Fitness Express.
ITEM 12.
TERRITORY
When you sign a Franchise Agreement, you will receive the right to operate one Anytime Fitness center.
If the site for your center has been identified before you sign the Franchise Agreement, then you must
operate the center at that site. If the site becomes unavailable to you for any reason, it is your obligation to
select a new location, and to obtain our approval of that location before you acquire the site, and before you
obtain any rights in the location. If a site has not been identified, then we may designate an area, and you
may locate your Anytime Fitness center at any site we approve within that area, so long as the site you
select is not also within a protected territory of another Anytime Fitness center.
Protected Territory
Once the location for your Anytime Fitness center has been approved, we will give you a protected territory.
(If you sign an Area Development Agreement with us, we will also give you a protected territory at the
time you sign that agreement.) The limitations on us in that territory are described below.
If you sign an Area Development Agreement, we will describe this territory in the Rider to that agreement.
The territory will typically be described as a geographic area in which each of your Anytime Fitness centers
must be developed. The criteria we use for determining these territories is simply geographic markets in
which we believe it may be feasible to develop an Anytime Fitness center. If you are in compliance with
the Development Schedule set forth in the Rider, then until your protected territory rights expire, (i) we will
not place or license to anyone else the right to place an Anytime Fitness center in your protected territory,
except for fitness centers within private establishments where access to these centers is limited to employees
of the business, or transient guests of the business who, in either case, would not have reciprocity with any
other Anytime Fitness center as a result of their use or membership in this private center, and (ii) we will
not operate, or grant franchises or licenses to others to operate, fitness centers under other names in your
protected territory except under the circumstances described in clause (i) above or if we do so after we or
our affiliates acquire, or merge with, another business that operates or grants franchises to operate fitness
centers (or businesses that include fitness centers), or after we are acquired by such a business, in which
case we may do so, provided that we do not operate those fitness centers in your territory under the Anytime
Fitness name, or license anyone else to use the Anytime Fitness name to operate fitness centers in your
territory. However, we do have the right to place Anytime Fitness centers, or grant others the right to do
so, outside your protected territory, including centers operated under the Anytime Fitness name, even if
they compete for members of your Anytime Fitness center, and even if the territorial boundaries for that
franchise overlap with the boundaries for your territory. Your rights in this territory will end at the earlier
of (i) the date your Area Development Agreement expires; (ii) the date you must sign the Franchise
Agreement for your last Anytime Fitness center under the terms of the Development Schedule, and (iii) the
FDD 44
date the individual protected territory given to you under a franchise agreement for your final Anytime
Fitness center is determined. If the protected territory covers more than one city, county or designated
market area, the protection for each particular city, county or designated market area will also expire on the
date when we determine the protected territory to be given to you under a franchise agreement for your
final Anytime Fitness center to be developed in that city, county or designated market area. When your
rights in a protected territory have expired under the Area Development Agreement, you will still have the
rights granted to you in any portion of this territory under an individual franchise agreement.
When you sign a Franchise Agreement, we will give you a protected territory and describe it in a Rider to
that agreement. We may attach a map to your Franchise Agreement that will identify the protected territory
or we may simply describe an area surrounding your location. To identify your protected territory, we will
use mapping and demographic software to draw a circle around your location. The determination of your
protected territory is within our sole discretion. The radius of the circle identifying the protected territory
may vary, but will be no larger than 3 miles and your protected territory will include a population of no
more than 30,000 people for an Anytime Fitness center, and will be no larger than 4 miles and your
protected territory will include a population of no more than 7,000 people for an Anytime Fitness
Express.You may locate your Anytime Fitness center at any site we approve within that territory, so long
as the site you select is not also within the territory of another Anytime Fitness center. Protected territories
may overlap, but we will not approve anyone opening an Anytime Fitness center, or relocating an Anytime
Fitness center, into a protected territory given to another Anytime Fitness center. (By way of example, one
person may have an Anytime Fitness center in the center of City A, with a territory of 2 miles in all
directions, while another person has an Anytime Fitness center in the center of City B, located 3 miles away
from the site of the first franchisee’s Anytime Fitness center, and also with a territory of 2 miles. While the
protected territories overlap, each franchisee’s business is located outside the protected territory of the other
franchisee, and it cannot be relocated within the other franchisee’s protected territory). We cannot
unilaterally change your protected territory, and there are no minimum quotas required; as long as your
Franchise Agreement is in effect, you will retain the rights described in this paragraph.
The criteria we use for determining the boundaries of the protected territory in your Franchise Agreement
include density of population, growth trends of population, apparent degree of affluence of population, the
density of residential and business entities, traffic generators, driving time, and natural boundaries. During
the term of your Franchise Agreement, we will not place or license to anyone else the right to place an
Anytime Fitness or Anytime Fitness Express center that is physically located in your protected territory
except for fitness centers within private establishments where access to those centers is limited to employees
of the business, or transient guests of the business who, in either case, would not have reciprocity with any
other Anytime Fitness center as a result of their use or membership in this private center. We also will not
operate, or grant franchises or licenses to others to operate, fitness centers under other names in your
protected territory unless we do so after we or our affiliates acquire, or merge with, another business that
operates or grants franchises to operate fitness centers, or after we are acquired by such a business, in which
case we may do so, provided we do not operate those fitness centers in your territory under the Anytime
Fitness and Anytime Fitness Express names, or license anyone else to use the Anytime Fitness or Anytime
Fitness Express names to operate fitness centers in your territory (other than a private center of the type
described above). However, we do have the right to place Anytime Fitness or Anytime Fitness Express
centers, or grant others the right to do so, outside your protected territory, including fitness centers operated
under the Anytime Fitness and Anytime Fitness Express names, even if they compete for members with
your center, and even if the territorial boundaries for that franchise overlap with the boundaries for your
territory.
We may also have situations where we designate a “TBD” (to be determined) territory. If you receive a
TBD territory, you have the right to look for a site in any area that has not already been given as a protected
territory to another Anytime Fitness center.
FDD 45
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.
If you have signed an Area Development Agreement to develop 3 or more Anytime Fitness centers, after
we agree on a site for your first Anytime Fitness center, and before you open that center, it is currently our
policy to offer you a right of first refusal upon an area centered on an intersection mutually agreeable to
you and to us in which we will agree that if we want to develop another Anytime Fitness center, or license
a franchisee to do so, we will give you a right of first refusal to do so, for one year after you sign the Area
Development Agreement; provided, however, if we have delivered, from the issuance date of this
Disclosure Document to the date we receive and process your right of first refusal request, a franchise
agreement to a prospective qualified franchisee for a protected territory located in the area you selected, we
will not give you a right of first refusal for that territory. To exercise any right of first refusal you must be
in good standing under all existing franchise agreements between you and us, sign our then current franchise
agreement, and pay the initial franchise fee for that franchise within 20 days after we send you the franchise
agreement for that franchise. If you do not qualify for either of these rights of first refusal, or you so not
comply with these requirements, you will not have any rights beyond the protected territories in your
franchise agreement(s) and you will not receive any other options, rights of first refusal, or similar rights to
additional franchises.
Relocation
You must provide us at least 60 days’ prior notice, pay a relocation fee and obtain our consent before you
intend to relocate your Anytime Fitness center. The new location must be within your protected territory,
and it may not be located within any territory we grant to any other franchisee. You must upgrade the new
space to comply with all of our current specifications.
Customers
We do not restrict the customers you may serve, and you generally may solicit customers outside your
territory, including through channels of distribution such as the Internet, telemarketing or other direct
marketing sales. However, without our consent (which we may withhold in our sole discretion), you may
not solicit businesses or organizations located outside your geographic market for the purpose of soliciting
their employees to join your Anytime Fitness center when those employees will not be predominantly using
your facility. In addition, all of your advertising must be approved by us in writing before you publish or
distribute such marketing materials. We and our affiliates have the right to sell products and services (like
apparel, nutritional supplements, and health and fitness related services) to your members and to others in
and outside your territory, using the “Anytime Fitness®” or “Anytime Fitness Express®” name, or using any
other name, through any channel of distribution, including the Internet, catalog sales, telemarketing, or
other direct marketing, and may do so in your territory without any compensation to you. We and our
affiliates may use our website or otherwise to provide to your members and others web-based or application-
based fitness instruction.
Area Development Agreement
Under the Area Development Agreement, you will have the right to develop, open, and operate multiple
Anytime Fitness centers. Each Anytime Fitness center must be developed and opened according to our
then-current system standards and other approval requirements. You or your affiliates must sign our then-
current form of Franchise Agreement for each Anytime Fitness center you develop and open under the Area
Development Agreement, which may contain materially different terms and conditions than the Franchise
Agreement attached to this Disclosure Document. We will determine or approve the location of future
FDD 46
Anytime Fitness centers and any protected territories for those Anytime Fitness centers based on our then-
current system standards for sites and protected territories. If you fail to open any center by the date in the
Development Schedule, we will have the right to terminate the Area Development Agreement, and you
must pay us $10,000 for each undeveloped center as liquidated damages.
Options, Rights of First Refusal, or Similar Rights
Except as provided above, you will not receive any options, rights of first refusal, or similar rights to
additional franchises.
Similar Affiliated Brands
As described in Item 1, we have 2 affiliates that offer franchises under different trademarks and sell goods
and services that are similar to those offered by us.
Our affiliate, Basecamp, operates and franchises the operation of studio fitness centers under the trademark
“Basecamp® Fitness” which offer memberships allowing members to take short, regularly scheduled group
training classes designed using High Intensity Interval Training strategies. Basecamp began offering
Basecamp Fitness franchises for sale in April 2020. Basecamp has the same principal business address as
we do and would not maintain physically separate offices or training facilities.
Our affiliate, The Bar Method Franchising, franchises the operation of boutique fitness studios that offer
barre-based exercise classes using proprietary and non-proprietary instructional techniques, formats and
methods designed to provide fitness training in an attractive atmosphere. The Bar Method Franchising
currently offers Bar Method franchises for sale, and our affiliate, TBM, currently operates a Bar Method
studio. The Bar Method Franchising has the same principal business address as we do and would not
maintain physically separate offices or training facilities.
There may be now, or in the future, Basecamp Fitness and/or Bar Method locations in the same market as
current or future Anytime Fitness franchisee territory(ies). If there is a conflict between us and a Basecamp
Fitness franchisee and/or Bar Method franchisee or between an Anytime Fitness franchisee and a Basecamp
Fitness franchisee and/or a Bar Method franchisee, in either case regarding territory, customers or
franchisor support, our management team will attempt to resolve the conflict after taking into account the
specific facts of each situation and what is in the best interest of the affected system or systems. However,
we do not have a policy, and are not responsible for resolving conflicts between or among a Basecamp
Fitness franchisee or Bar Method franchisee, but may develop a policy concerning this issue in the future.
ITEM 13.
TRADEMARKS
The Franchise Agreement gives you the right to operate a fitness center under the trade names, trademarks,
and service marks that we establish. You must follow our rules when you use our marks.
The following marks have been registered on the Principal Register of the United States Patent and
Trademark Office. These are the principal trademarks you will use in operating your Anytime Fitness
center.
FDD 47
Mark Registration Number Registration Date
Anytime Fitness 2,814,114 February 10, 2004
Anytime Fitness Express 3,316,351 October 23, 2007
Anytime Fitness (with Running 3,302,636 October 2, 2007
Man logo)
GET TO A HEALTHIER PLACE 4,749,189 June 2, 2015
There are no currently effective determinations of the U.S. Patent and Trademark Office, the Trademark
Trial and Appeal Board, the trademark administrator of any state or any court, no pending infringement,
opposition or cancellation proceedings and no pending litigation involving any mark that may significantly
affect our ownership or use of our principal mark.
All affidavits required to preserve and renew these marks have been filed. No agreements limit our right
to use or license the use of our marks. You may not use the words “Anytime Fitness” or any similar name
in your corporate, partnership, limited liability company or other entity name. You may not use all or part
of the “Anytime Fitness” name, our other marks, or any similar name, word or symbol, or variant thereof,
in a domain name, account name, profile or URL without our written permission.
We will protect and maintain all rights to our marks against encroachment, misuse or unauthorized use and
against all challenges to any rights of its use, as we deem appropriate. You must notify us immediately
when you learn about an infringement of or challenge to the use of our marks. We will have the right to
take the action we think appropriate, including bringing actions against third parties regarding use of any
of our marks, but the Franchise Agreement does not require us to take any specific affirmative action. We
will control any administrative proceedings or litigation involving our Marks. You must cooperate with us
and take all actions as may be desirable in the opinion of our counsel to carry out the defense or prosecution.
While we are not required to defend you against a claim based on your use of our marks, we will either do
so, or we will reimburse you for your liability as long as you properly use our marks, including against any
claims of infringement or unfair competition arising out of your use of the Marks.
We may change our marks and require you to adopt new marks as if they were part of the Franchise
Agreement at the time of its execution. You must comply with these changes immediately, at your expense,
after we notify you that we have discontinued, modified or changed one or more of our marks. We will
have no liability or obligation because of the discontinuation, modification or change. You must not directly
or indirectly contest the validity of our ownership of the marks or our right to use or license our marks,
trade secrets, confidential information or business techniques that are part of our business. You must use
the appropriate designations of ®, ™, and SM in advertising and promotions using our marks.
We do not know of any infringing uses that could materially affect your use of our marks.
ITEM 14.
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
There are no patents or pending patent applications that are material to the purchase of a franchise. We do
claim copyright protection for our manuals, and to advertising and promotional materials, forms, and related
materials that we produce, but we have not registered these materials with the Copyright Office of the
Library of Congress. These materials are proprietary and confidential and are our property. You may use
them only as long as you are a franchisee, and only as provided in your Franchise Agreement.
There are no currently effective determinations of the Copyright Office of the Library of Congress or any
court regarding any of our copyrighted materials. There are no agreements in effect that significantly limit
our right to use or license the copyrighted materials. We are not aware of any infringing uses of these
FDD 48
materials that could materially affect your use of these materials. We are not required by any agreement to
protect or defend our copyrights.
We will be disclosing to you certain information we believe to be confidential or proprietary information

and trade secrets. This will include information contained in our manuals, and in materials we may
separately provide to you. You may use these materials, in the manner we approve, in the operation of your
Anytime Fitness center during the term of your Franchise Agreement. However, you may not use these
materials in any other way for your own benefit, or communicate or disclose them to, or use them for the
benefit of, any other person or entity. These materials include any trade secrets, knowledge or know-how,
confidential information, advertising, marketing, designs, plans, or methods of operation. You may disclose
this information to your Principal Operator, but only to the extent necessary to operate the business, and
then only while your Franchise Agreement is in effect.
ITEM 15.
OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE
BUSINESS
While we do not require that you personally supervise your Anytime Fitness center, we recommend that
you do so. If you are not the “on premise” supervisor of the business, then you must designate a Principal
Operator to serve as your on premises supervisor. We do not impose any limitations on who you can hire
as your Principal Operator, but that person must complete our initial training requirements and all other
training we reasonably designate, and, at our discretion, that person must sign a confidentiality agreement
with you that meets our requirements and you must provide a copy to us before they attend training. We
also require each owner of your business to sign a personal guaranty of your obligations to us. In addition,
a Principal Owner of your business must attend our conference.
You and personnel involved in your business must not disclose or use our confidential information except
to operate your Anytime Fitness center. At our request, you will deliver to us confidentiality and non-
compete agreements from your owners (and their spouses), and your Principal Operator, in a form
satisfactory to us. We do not require the Principal Operator of your business to have any ownership interest
in your business.
ITEM 16.
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
You may offer and sell only those products and services that we approve and only from the location that
we approve. You must offer all products and services that we designate as required for all franchisees.
You must comply with all of our mandatory standards and specifications. You must not deviate from our
standards and specifications without our prior written consent. We have the right to change the products
and services that we require you to offer at any time, without limitation.
You must staff your standard Anytime Fitness center or Anytime Fitness Express center for a minimum
amount of hours per week, and we may require you to offer personal training and/or health coaching
services to your members. You may offer and sell at your center only those products and services that we
approve and only in the manner in which we approve. You may only offer and sell products and services
via the mediums and methods we approve. For example, you may not offer or sell products and services
via the Internet, including live-streaming classes or work-outs or via an application, web-based or
otherwise.
You must comply with the reciprocity, membership, and transfer programs we implement, as we
periodically modify them. We do not generally limit the persons to whom you may sell memberships.
FDD 49
However, we can impose minimum age restrictions and other requirements we deem appropriate, either for
safety reasons, or to preserve the goodwill of our Marks for the benefit of all franchisees. Also, because
our business model is based on the concept of local memberships, we do not allow you to solicit businesses
or organizations for the sale of memberships that would enable persons to join your Anytime Fitness center
when that is not the facility they would principally use.
ITEM 17.
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the franchise and related agreements. You should
read these provisions in the agreements attached to this Disclosure Document.
Section in Franchise or
Provision Other Agreements Summary
a. Length of the Section 2.A – Franchise Initial term is 6 years.
franchise term Agreement
Sections 4 and Rider – Area The term depends on the number of franchises to be developed under
Development Agreement the Area Development Agreement. It will typically be between 1 and 4
years.
b. Renewal or extension Section 2.B – Franchise If you are in good standing, you can renew your franchise for an
of the term Agreement additional 5 year period.
Area Development You cannot renew the Area Development Agreement.
Agreement – None
c. Requirements for you Section 2.B – Franchise Give written notice; sign new franchise agreement (which may contain
to renew or extend Agreement materially different terms and conditions than your original Franchise
Agreement); update (or move) your location to comply with then
current standards; be in compliance with all agreements between us or
our affiliates, sign general release; pay renewal fee; show that you have
the right to remain in possession of the location for the renewal term;
your staff completes any required refreshing training.
Area Development You do not have the right to renew or extend the Area Development
Agreement – None Agreement.
d. Termination by you Section 15 – Franchise Subject to state law, if we materially breach the Franchise Agreement
Agreement and fail to cure the breach within 30 days after notice, you can then
terminate the Franchise Agreement by giving us an additional 10 days’
notice.
Sections 4 and 5 – Area You do not have the right to terminate the Area Development
Development Agreement Agreement (subject to state law).
e. Termination by us Franchise Agreement – Not applicable.
without cause None
Area Development Not applicable.
Agreement – None
FDD 50
f. Termination by us Section 14 – Franchise If you do not open in 12 months (subject to an extension as described in
with cause Agreement Item 5) or are in default under the Franchise Agreement or any other
agreement you have with us or with any of our affiliates.
Section 5 – Area If you are in default under the Area Development Agreement, or you or
Development Agreement any of your affiliates are in default under any Franchise Agreement or
other agreement you have with us or with any of our affiliates.
The Franchise Agreement and the Area Development Agreement
contain cross-default provisions.
g. “Cause” defined- Section 14.B – Franchise Most defaults are curable and you will have 30 days to cure.
curable defaults Agreement and Section 5 –
Area Development
Agreement
h. “Cause” defined- Section 14.A – Franchise You are liquidated or dissolved; fail to operate the business for 7
non-curable defaults Agreement consecutive days, abandon the business, lose the right to do business, or
lose the right of possession of the premises where the business is
located; unapproved transfers; you or any of your owners engage in
fraudulent conduct or is convicted of, or plead guilty or no contest to,
certain crimes; 3 notices of material breaches within 12 months; you
maintain false books or records or submit any false or misleading
application, statement or report to us; you misuse our marks or
materially impair the value of, or the goodwill associated with our
marks or the franchise system; and other stated non-curable defaults.
Section 5 – Area Similar reasons as for Franchise Agreement, you fail to meet your
Development Agreement. development obligations in the Development Schedule, or we have
delivered to you a notice of termination of a Franchise Agreement in
accordance with its terms and conditions.
i. Your obligations on Sections 16 and 17.B – Stop operating the business, stop using our names and marks, return
termination/non-renewal Franchise Agreement information to us, assign to us or cancel certain registrations, listings,
telephone numbers, websites and domain names, and pay all amounts
you owe us.
Section 6 – Area You lose all remaining rights to develop Anytime Fitness centers. You
Development Agreement also pay $10,000 for each undeveloped franchise as liquidated damages
(subject to state law).
j. Assignment of Section 13.A – Franchise No restriction on our right to assign.
contract by us Agreement and Section 7.A
– Area Development
Agreement
k. “Transfer” by you- Section 13.B – Franchise Includes transfer of contract or business, or transfer of majority control
defined Agreement and of the Franchise Agreement or of the business.
Section 7.B – Area
Development Agreement
l. Our approval of Sections 13.B – Franchise We have the right to approve all transfers, but will not withhold our
transfer by you Agreement consent if all the requirements for the transfer are met.
Section 7.B – Area We have the right to approve, but you may not transfer only a portion
Development Agreement of your rights.
FDD 51
m. Conditions for our Sections 13.B – Franchise Conditions include: (1) you must be in compliance with the Franchise
approval of transfer Agreement Agreement and provide us with all information we require regarding
the proposed transaction; (2) transferee must meet our requirements and
sign a new franchise agreement on our then current form for the
remaining term of your agreement. (The new agreement may provide
for different fees or territory than in your agreement, but we will not
require the transferee to pay us a new initial franchise fee.); (3) you
must pay a transfer fee and sign a release (subject to state law); (4) the
transferee must agree to perform any maintenance, remodeling and re-
equipping of your center that we deem necessary, including any
updates to your technology and security equipment; and (5) the
transferee’s Principal Operator must successfully complete all required
training.
Section 7.B – Area You must sign franchise agreements for all remaining centers you are
Development Agreement permitted to develop, and you must transfer those agreements to the
same person or entity to whom you are transferring the Area
Development Agreement.
n. Our right of first Section 19 – Franchise We have the right to match any offer for your business.
refusal to acquire your Agreement
business
o. Our option to Section 16.M – Franchise We can purchase from you at book value all or a portion of the assets of
purchase your business Agreement your business and take an assignment of your leases, upon the
termination or expiration without renewal of your Franchise
Agreement.
p. Your death or Section 13.B – Franchise Your heirs can assume your rights, but if they do, they must meet the
disability Agreement and Section 7.B transfer requirements.
– Area Development
Agreement
q. Non-competition Section 17.A – Franchise Subject to state law, no involvement in any fitness center (including as
covenants during the term Agreement and Section 9 – creditor or landlord), wherever located. However, before you open
of the franchise Area Development your first Anytime Fitness center, you may be employed in another
Agreement fitness club if you and your immediate family do not have any
ownership interest in the club, the club does not use a keyless entry
system, and the club is not open more than 18 hours a day.
r. Non-competition Section 17.B – Franchise Subject to state law, no involvement in any fitness center (including as
covenants after the Agreement and Section 9 – creditor or landlord) for 2 years in your Protected Territory or within a
franchise is terminated or Area Development 10 mile radius of any Anytime Fitness center (except that the 10 mile
expires Agreement restriction is limited to 5 miles in metropolitan areas having a
population of more than 50,000).
s. Modification of the Sections 8.G and 20– No modifications without consent by all parties, but our manuals are
agreement Franchise Agreement subject to change.
Section 9 – Area No modifications without consent of all parties.
FDD 52
t. Integration / merger Section 20.E, K – Franchise Only the terms of the Franchise Agreement, the Area Development
clause Agreement Agreement and other written agreements are binding (subject to
applicable state law). Any other promises or representations (other
Section 9 – Area
than representations in this Disclosure Document) may not be
enforceable.
u. Dispute resolution by Section 18.C, D – Franchise Except for certain disputes, all disputes must be mediated, and if not
arbitration or mediation Agreement and Section 9 – settled by mediation, are then subject to arbitration.
Area Development
Agreement
v. Choice of forum Section 18.C, D, F – Subject to state law, mediation will be at a place selected by the
Franchise Agreement and mediator. Subject to state law, arbitration will be in Minneapolis,
Section 9 – Area Minnesota. Subject to state law, any litigation must be brought in the
Development Agreement United States District Court for the District of Minnesota or the
Ramsey County District Court, Minnesota.
w. Choice of law Section 20.D – Franchise Subject to state law, Minnesota law generally applies.
Agreement and Section 9 –
Area Development
Agreement
ITEM 18.
PUBLIC FIGURES
We do not use any public figure to promote our franchise.
ITEM 19.
FINANCIAL PERFORMANCE REPRESENTATIONS
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.
This Item 19 is divided into three sections. The first one relates to financial information for
Anytime Fitness full-size centers, the second relates to financial information for Anytime Fitness Express
centers and the third relates to membership information for both Anytime Fitness full-size and Anytime
Fitness Express Centers.
I. Historical Financial Results for Anytime Fitness Centers
Several years ago, we implemented a Training Suite (also referred to as Anytime Fitness Live
Programming) “AFLP” or “Training Suite,” and recommended that our Anytime Fitness full size centers
implement this program. In March 2019, we made the program mandatory for new and renewing Anytime
Fitness full-service centers.
FDD 53
We gathered information provided to us by these centers to compile the information below
concerning the revenues from various sources in 2019 and 2020. Those centers received monthly revenue
from 3 primary sources. One source is monthly membership fees from ongoing members. Another source
is pay-per-visit fees, which are typically paid by employers or insurance companies who pay a nominal fee
on behalf of their employee or insured for each visit. A third source is personal training revenue. The
following represents information on regular monthly membership fees, pay-per-visit fees, and personal
training fees reported to us by 647 Anytime Fitness centers for the calendar year ended December 31, 2019,
and 1326 Anytime Fitness centers who were required to implement Training Suite and who operated for at
least 180 days during the calendar year ended December 31, 2020. The information has not been audited,
and we did not independently verify the information (A fourth source of revenues is one-time enrollment
fees for new members, but these fees are not charged by all centers and the fees are not consistent between
centers. A fifth source is vending income, which some centers do not have and is, in any event, minimal.
Thus, we do not provide information on these additional revenue sources.)
Anytime Fitness Full Service Centers Revenue Information
2019 Calendar Year
As of December 31, 2019, we had 2,332 Anytime Fitness centers in the United States. While our
Training Suite was not mandatory for centers that were not open prior to 2019, 647 of those centers had (i)
operated the entire year and (ii) implemented the Training Suite to the point that they had an average of at
least $1,500 per month each month in revenues during the year from the program. The earliest to open of
these centers opened in May 2002 while the last one opened in December 2018. (297 additional centers
had voluntarily implemented the Training Suite but had not done so in a manner so as to produce an average
of $1,500 per month each month in revenues during the year from the program. Since the average personal
training revenue from a member participating in this program in 2019 was $107 per month, we excluded
these centers from our calculations as they were not fully implementing the Training Suite. We also
excluded 301 centers that opened after January 1, 2019. We did not have any centers that had voluntarily
implemented the program and closed during the year.)
Monthly Membership Fees

Average $ 337,712.81
Median 317,253.66
Lowest Reported 75,301.41
Highest Reported 1,064,833.46
282 of these centers, or 43.6%, reported membership fees above the average, while 365 centers, or
56.4%, reported monthly membership fees below the average.
Pay-Per-Visit Revenue
Average $ 7,124.11
Median 5,055.66
Lowest Reported 0.00
Highest Reported 71,613.58
232 centers, or 35.8%, reported pay-per-visit revenues above the average, and 415 centers, or
64.2%, reported pay-per-visit revenues below the average.
FDD 54
Personal Training Revenue
Average $ 96,279.11
Median 74,919.00
252 centers, or 38.9%, reported personal training revenues above the average, and 386 centers, or
61.1%, reported personal training revenues below the average.
Total Revenue
Average $ 441,116.03
Median 407,522.89
Highest Reported 1,404,746.04
276 centers, or 42.7%, reported total revenue above the average, and 371 centers, or 57.3%,
reported revenues below the average.
Calendar Year 2020 (Broken Down by Month)
As of December 31, 2020, we had 2,361 Anytime Fitness centers in the United States, and 2,078
of those centers operated for at least 180 days during 2020. Of these centers, 1,326 had mandatorily
implemented the Training Suite. The earliest to open of these centers opened in May 2002 while the latest
opened in December 31, 2019. We excluded 59 centers that did not operate for at least 180 days of 2020.
None of the 1,326 centers permanently closed in 2020.

Lowest Highest Number/Percent
2020 Average Median Reported Reported Above Average
January $21,977 $19,845 $1,474 $80,167 567 43%
February $22,229 $20,078 $2,283 $83,272 567 43%
March $21,877 $19,786 $2,397 $83,195 571 43%
April $8,468 $7,211 $(1,781) $63,994 571 43%
May $5,506 $1,198 $(3,645) $76,861 496 37%
June $15,571 $14,489 $(2,001) $74,757 596 45%
July $18,901 $17,345 $(192) $78,910 579 44%
August $18,745 $17,488 $(968) $74,290 574 43%
September $19,203 $17,687 $(650) $72,067 568 43%
October $19,954 $18,130 $3,658 $72,987 547 41%
November $19,375 $17,627 $(50) $70,559 557 42%
December $18,727 $17,154 $(331) $67,490 566 43%
FDD 55
Monthly Pay-Per-Visit Revenue
January $2,142 $1,527 $0 $16,820 457 34%
February $2,081 $1,499 $0 $15,605 470 35%
March $1,404 $1,027 $0 $10,431 472 36%
April $49 $0 $0 $2,434 280 21%
May $328 $107 $0 $6,102 400 30%
June $866 $574 $0 $9,640 439 33%
July $896 $617 $0 $9,348 467 35%
August $913 $637 $0 $8,835 462 35%
September $969 $692 $0 $8,471 453 34%
October $1,011 $739 $0 $8,624 472 36%
November $957 $688 $0 $8,744 464 35%
December $873 $584 $0 $8,331 443 33%
Monthly Personal Training Revenue

January $5,432 $2,628 $(260) $103,326 456 34%
February $5,317 $2,729 $(340) $105,865 455 34%
March $4,596 $2,290 $(60) $93,582 438 33%
April $2,140 $244 $(2,678) $36,746 354 27%
May $1,982 $364 $(1,459) $37,154 378 29%
June $3,205 $1,282 $(1,772) $46,105 428 32%
July $3,681 $1,604 $(460) $59,342 435 33%
August $3,697 $1,719 $(1,892) $57,936 447 34%
September $3,917 $1,794 $(1,179) $52,354 454 34%
October $4,207 $1,996 $(272) $50,307 451 34%
November $3,920 $1,956 $(240) $44,392 462 35%
December $3,820 $1,844 $(1,455) $47,523 464 35%
FDD 56
Monthly Total Revenue
January $29,551 $26,387 $1,990 $170,625 552 42%
February $29,627 $26,784 $3,342 $172,704 558 42%
March $27,877 $24,922 $2,927 $154,148 557 42%
April $10,658 $8,233 $(1,377) $73,918 538 41%
May $7,817 $5,260 $(3,244) $93,415 525 40%
June $19,642 $17,525 $(583) $108,254 566 43%
July $23,478 $21,220 $(351) $104,259 558 42%
August $23,355 $21,388 $(210) $100,053 567 43%
September $24,090 $21,900 $0 $97,846 569 43%
October $25,172 $22,452 $4,188 $101,161 549 41%
November $24,252 $21,733 $(50) $100,756 547 41%
December $23,420 $21,048 $40 $97,157 549 41%
2020 Anytime Fitness Full Service Center Expense Information
During the 12 months ended December 31, 2020, we operated 13 company-owned Anytime Fitness
full-service centers. We used the expense information from those centers, as well as information provided
to us by our franchisees concerning their leasing costs, to compile the information below on the expense of
operating an Anytime Fitness full-service center. While our company-owned Anytime Fitness centers may
not have paid the same fees to us as would be paid by franchisees and instead would have had management
expenses that franchisees would not have, we adjusted and normalized the numbers to reflect our current
fees, requirements and recommendations, as described in the Comments. We also rounded all numbers to
the nearest $100.
Item Amount Comments

Wages and Payroll, Variable The typical expense in our company-owned centers was
excluding personal $46,000 per year. This reflects staffing at 1.5 full time
training expenses equivalents for managers who were paid $2,000 per
month, plus commissions and limited benefits. With
payroll tax, the total cost is $35,000 per year. This amount
assumes the franchisee would also be on the premises and
does not include compensation for the franchisee.
Personal Training Variable, up to Compensation for personal trainers employed to provide
expense and payroll 70% of personal personal training services to members is typically
training revenue calculated as a percentage of personal training revenue
and is typically between 60% and 70% of that revenue.
Rent and CAM Variable Rents vary depending on the size and location of each
Anytime Fitness center. The average size of our Anytime
Fitness franchised centers was 5,358 square feet, and the
FDD 57
average gross rent paid (including CAM) was $21.22 per
square foot per year. For franchisees having a larger or
smaller Anytime Fitness center, or paying a different rent,
the rent expense would be higher or lower. See Item 7 for
more details on variance in Rent and CAM.
Royalties $649-699 per This is the fee we currently charge to Anytime Fitness
month centers and varies based on how many centers the
franchisee owns. We reserve the right to periodically
increase this fee.
Training Suite Training Variable The monthly Training Suite fees vary as there are
Fees discounts for owners with multiple centers. Currently,
these fees are:
1-3 centers; $149 per center
4-9 centers; $109 per center
10+ centers; $109 per center for the first 9 centers, and
$0 for each additional center. We reserve the right to
periodically increase this fee, but we will not increase the
fee to more than $300 per center per month.
Local Advertising $600-$1,000 per This amount is our required minimum spend per month
month for Local Advertising, which varies depending on the
market here in which a center is located.
Advertising/Marketing $600 per month This is the current amount we require franchisees to pay,
Fund but we have the right to increase this to 2% of Gross
Revenues. This is in addition to the amounts spent on
Local Advertising.
Healthy Contributions Variable This is a fee you will pay if you choose to participate in
Healthy Contributions and offer pay-per-visit programs.
On average, 30% of members participate in pay-per-visit
programs, and the average total fees per center in our
company owned centers was $0.25 for each participating
member.
Bad Debt 3.3% of Gross The actual amount will vary depending on how many of
Revenues your members default on their obligations. The amount
shown represents the typical experience of our company-
owned centers.
Processing/CC Fees 1.5% of Gross The actual amount will vary depending on how many
Revenues customers pay cash, and for those that use their credit card,
which credit card they use. The amount shown represents
the typical experience of our company-owned centers.
Utilities Variable The average at our company-owned centers was $3.98 per
square foot. This amount includes gas, electric, water,
cable, Internet and telephone.
Insurance Variable The average at our company-owned centers was $2,750.
The actual cost of insurance will vary in each market and
with the extent of coverage and deductibles
FDD 58
Proximity Cards Variable The current average cost to purchase proximity cards from
our affiliate is $5.67 per proximity card. The actual cost
will vary based on the number of members and your
attrition rate. The average attrition rate for our company-
owned Anytime Fitness centers was 44% during 2020,
with enrollment rolling 12 months.
Technology Support $549-$799 This represents the Base Technology Fee franchisees pay
to us. It ranges based on the number of centers you own.
Travel and Training Variable We anticipate the average cost to cover initial
management training is $3,250. The cost will vary
depending on how you choose to travel to our offices.
Miscellaneous Variable Our company-owned centers had typical miscellaneous
costs of $7,000 per year. This includes one-half of our
conference fee and one-half of the typical costs incurred
to attend our conference (assuming a biannual conference
schedule), janitorial service, legal and accounting fees,
cell phone, uniforms, licenses, office supplies and similar
items. These costs can vary significantly depending on the
location of the Anytime Fitness center and the time spent
looking for the best possible costs on these items.
We also recommend that franchisees set aside at least $500 per month to upgrade their Anytime
Fitness center between the 5th and 6th year after they begin operating.
The above amounts are intended to provide prospective Anytime Fitness full-size franchisees with
information as to expenses they will typically incur in operating an Anytime Fitness full-size center. You
could have other expenses. We did not provide any amount for corporate or personal income taxes as these
will vary in each state and based on other income the owner of the business may have. We did not include
any expense for depreciation, amortization, interest, or the repayment of debt as each owner funds their
investment differently.
Some outlets have sold and earned this amount. Your individual results may differ. There
is no assurance that you’ll sell or earn as much.
II. Historical Results for Anytime Fitness Express Centers
We had 148 Anytime Fitness Express centers in operation as of December 31, 2019. 126 of those
centers operated for the entire 12 months. We excluded 11 centers that opened after January 1, 2019 and
1 center that permanently closed during 2019. This center had operated for more than 12 months before
closing. The earliest to open of these centers opened in August 2004, while the last one opened in December
2018. Those centers receive monthly revenue from the same sources as our full size Anytime Fitness
centers, except that they are not required to offer the Training Suite. The following represents information
on regular monthly membership fees and pay-per-visit fees reported to us by these 126 Anytime Fitness
Express centers for the calendar year ended December 31, 2019. None of this information has been audited
and we did not independently verify the information.
FDD 59
Anytime Fitness Express Center Revenue Information
Revenue Information for 2019 Calendar Year

Average $ 220,369.56
Median 197,945.67
52 of these centers, or 41.3%, reported membership fees exceeding the average, while 74 centers,
or 58.7%, reported monthly membership fees less than the average.
Pay-Per-Visit Revenue
Average $ 4,317.70
Median 3,235.47
Lowest Reported 0.00
45 centers, or 35.7%, reported pay-per-visit revenues more than the average, and 81 centers, or
64.3%, reported pay-per-visit revenues below the average.
Total Revenue
Average $ 224,687.26
Median 202,127.16
51 centers, or 40.5%, reported total revenue above the average, and 75 centers, or 59.5%, reported
revenues below the average.
Revenue Information for 2020 Calendar Year (Broken Down by Month)
As of December 31, 2020, we had 149 Anytime Fitness Express centers in the United States, and
139 of those centers had operated for at least 180 days during 2020. The earliest to open of these centers
opened in August 2004 while the latest one opened in November 2019. We excluded centers that did not
operate for at least 180 days of 2020. We also excluded 1 centers that permanently closed in 2020. This
center had operated for more than 12 months before permanently closing. Those centers receive monthly
revenue from the same sources as our full size Anytime Fitness centers, except that they are not required to
offer the Training Suite. The following represents information on regular monthly membership fees, pay-
per-visit fees and total revenues reported to us by these Anytime Fitness Express centers for the calendar
year ended December 31, 2020. None of this information has been audited and we did not independently
verify the information.

Lowest Highest Number/ Percent
January $15,690 $14,013 $3,153 $64,523 62 45%
FDD 60
February $16,091 $14,594 $3,236 $63,067 60 43%
March $16,035 $14,914 $3,403 $62,009 62 45%
April $6,552 $5,370 $(204) $31,591 55 40%
May $5,222 $3,269 $(211) $30,566 61 44%
June $12,926 $11,221 $(2) $53,187 59 42%
July $14,563 $13,544 $0 $52,602 61 44%
August $14,397 $13,199 $368 $50,509 65 47%
September $14,228 $12,672 $2,153 $46,862 65 47%
October $14,467 $13,389 $2,209 $50,880 66 47%
November $14,087 $13,335 $2,311 $47,826 67 48%
December $13,645 $13,114 $(43) $46,086 66 47%
Monthly Pay-Per-Visit Revenue

January $1,274 $843 $0 $6,258 47 34%
February $1,253 $794 $0 $6,459 50 36%
March $873 $510 $0 $5,039 51 37%
April $92 $0 $0 $2,065 18 13%
May $242 $89 $0 $1,663 46 33%
June $563 $291 $0 $4,983 48 35%
July $577 $363 $0 $4,912 50 36%
August $539 $364 $0 $2,927 52 37%
September $560 $336 $0 $3,106 51 37%
October $597 $384 $0 $4,808 52 37%
November $550 $375 $0 $2,597 50 36%
December $472 $316 $0 $2,131 53 38%
FDD 61
Monthly Total Revenue
Average Number/
Total Lowest Highest Percent Above
2020 Revenue Median Reported Reported Average
January $16,963 $15,125 $3,153 $68,467 62 45%
February $17,344 $15,967 $3,236 $66,290 61 44%
March $16,908 $15,984 $3,403 $64,103 62 45%
April $6,644 $5,370 $(204) $31,591 54 39%
May $5,465 $3,705 $(211) $30,622 60 43%
June $13,489 $11,631 $11 $54,427 61 44%
July $15,140 $13,913 $0 $53,890 62 45%
August $14,936 $13,869 $419 $51,838 65 47%
September $14,788 $13,706 $2,360 $48,386 63 45%
October $15,064 $14,103 $2,209 $50,912 66 47%
November $14,637 $14,202 $2,311 $47,844 66 47%
December $14,116 $13,770 $(15) $46,636 69 50%
2020 Anytime Fitness Express Center Expense Information
During the 12 months ended December 31, 2020, we operated 13 company-owned Anytime Fitness
centers. We used the expense information from those centers, as well as information provided to us by our
franchisees concerning their leasing costs, to compile the information below on the expense of operating
an Anytime Fitness Express facility. While our company-owned Anytime Fitness centers may not have
paid the same fees to us as would be paid by franchisees, and instead would have had management expenses
that franchisees would not have, we adjusted and normalized the numbers to reflect our current fees,
requirements and recommendations, as described in the Comments. We also rounded all numbers to the
nearest $100.

Rent and CAM Variable Rents vary depending on the size and location of each
Anytime Fitness Express center. The average size of the
franchised centers was 4,402 square feet, and the average
gross rent paid (including CAM) was $12.49 per square foot
per year. For franchisees having a larger or smaller Anytime
Fitness Express center, or paying a different rent, the rent
expense would be higher or lower. See Item 7 for more
details on variance in Rent and CAM.
Royalties $449 per This is the fee we currently charge to Anytime Fitness
month Express centers. We reserve the right to periodically increase
this feel.
FDD 62
Bad Debt 3.3% of The actual amount will vary depending on how many of your
Gross members default on their obligations. The amount shown
Revenues represents the typical experience of our company-owned
centers.
Processing/CC Fees 1.5% of The actual amount will vary depending on how many
Gross customers pay cash, and for those that use their credit card,
Revenues which credit card they use. The amount shown represents the
typical experience of our company-owned centers.
Utilities Variable The average at our company-owned centers was $3.98 per
square foot. This amount includes gas, electric, water, cable,
Internet and telephone.
Insurance $2,400 This is a rate we negotiated with our preferred insurance
vendor for Anytime Fitness Express location. The actual cost
of insurance will vary in each market and with the extent of
coverage and deductibles.
Proximity Cards Variable The current average cost to purchase proximity cards from
our affiliate is $5.67 per proximity card. The actual cost will
vary based on the number of members and your attrition rate.
The average attrition rate for our company-owned Anytime
Fitness centers was 44% during 2020, with enrollment rolling
12 months.
Advertising/Marketing $300 per This is the current amount we require franchisees to pay, but
Fund month we have the right to increase this to 2% of Gross Revenues.
Technology Support $720 This represents the Base Technology Fee franchisees pay to
us.
Travel and Training Variable We anticipate the average cost to cover initial management
training is $3,250. The cost will vary depending on how you
choose to travel to our offices.
Miscellaneous Variable Our company-owned centers had a typical miscellaneous
costs of $7,000 per year. This includes one-half of our
conference fee and one-half of the typical costs incurred to
attend our conference (assuming a biannual conference
schedule), janitorial service, legal and accounting fees, cell
phone, uniforms, licenses, office supplies and similar items.
These costs can vary significantly depending on the location
of the Anytime Fitness Express center and the time spent
looking for the best possible costs on these items.
We also recommend that franchisees set aside at least $500 per month to upgrade their Anytime
Fitness Express center between the 5th and 6th year after they begin operating.
The above amounts are intended to provide prospective Anytime Fitness Express franchisees with
information as to expenses they will typically incur in operating an Anytime Fitness Express center. You
could have other expenses. We did not provide any amount for corporate or personal income taxes as these
will vary in each state and based on other income the owner of the business may have. We did not include
FDD 63
any expense for depreciation, amortization, interest, or the repayment of debt as each owner funds their
investment differently. We also did not include any wages or payroll because Anytime Fitness Express
centers typically operate as an unstaffed convenience model and the franchisee is most often the manager.
Some outlets have sold and earned this amount. Your individual results may differ. There
is no assurance that you’ll sell or earn as much.
Historical Membership Information for Anytime Fitness Centers
We have included average annual membership information for the calendar year 2019 along with
average monthly membership information for calendar year 2020 for Anytime Fitness full-service centers
and Anytime Fitness Express centers. The information for the applicable time period is based on those
Anytime Fitness full-service centers and Anytime Fitness Express centers included in the revenue
information for the applicable time period, as disclosed above.
We consider an active member of an Anytime Fitness full-service or Anytime Fitness Express

center to be a member who pays a monthly or annual membership fee to the center for the right to use the
center on an unlimited monthly basis, including those members who may have temporarily paused (but not
cancelled) their membership billing during the applicable time period. We have excluded from this
information consumers who we refer to as “pay per visit consumers”. A pay per visit consumer is an
individual who pays a fee each time they use a center’s facilities. Typically, a portion of the fee for the
visit is paid by the individual’s employer or an insurance company.
2019 Membership Information Anytime Fitness Centers
2019 Average Number/Percent

Active that Met or
Members Median Lowest Highest Exceeded Average
Anytime Fitness 729 677 152 2,161 276 43%
Full-Service
Centers
Anytime Fitness 504 446 114 1,677 53 42%
Express Centers
2020 Membership Information (Broken Down by Month)
Anytime Fitness Full-Service Centers
Average
Monthly Number/Percent
Active that Met or Exceeded
2020 Members Median Lowest Highest Average
January 701 654 55 2,251 576 43%
February 697 650 74 2,232 568 43%
March 683 633 87 2,190 570 43%
April 658 614 0 2,121 564 43%
May 643 610 0 2,097 578 44%
June 667 623 0 2,097 562 42%
July 653 605 0 2,031 559 42%
FDD 64
Average
August 643 598 0 1,953 560 42%
September 643 595 156 1,988 557 42%
October 635 588 143 2,016 555 42%
November 627 579 142 2,007 556 42%
December 620 573 158 2,016 557 42%
Anytime Fitness Express Centers
Average
January 533 501 129 1,726 63 45%
February 532 510 131 1,720 64 46%
March 526 505 124 1,718 63 45%
April 510 478 117 1,680 63 45%
May 494 474 0 1,706 64 46%
June 513 485 112 1,801 64 46%
July 500 477 110 1,858 65 47%
August 491 464 103 1,867 64 46%
September 486 474 103 1,815 66 47%
October 482 476 91 1,824 66 47%
November 478 466 93 1,783 65 47%
December 472 457 92 1,769 64 46%
Information for Both Anytime Fitness and Anytime Fitness Express centers
All of the Anytime Fitness and Anytime Fitness Express centers used in compiling the numbers in
this Item 19 offer substantially the same products and services as you are expected to offer.
Written substantiation for the financial performance representations made in this Item 19 will be
made available to you upon reasonable request.
Other than as set forth above, we do not make any representations about a franchisee’s future
financial performance or the past financial performance of franchised outlets. We also do not authorize our
employees or representatives to make any such representations either orally or in writing. If you are
purchasing an existing 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 General Counsel James Goniea at 111 Weir Drive,
Woodbury, Minnesota 55125, telephone (651) 438-5000, the Federal Trade Commission, and the
appropriate state regulatory agencies.
FDD 65
ITEM 20.
OUTLETS AND FRANCHISEE INFORMATION
Table No. 1
SYSTEMWIDE OUTLET SUMMARY

FOR YEARS 2018 TO 2020
Outlets at the Start of Outlets at the End of

Outlet Type Year Net Change
the Year the Year
Franchised 2018 2355 2423 +68
2019 2423 2454 +31
2020 2454 2361 -93
Company-Owned 2018 33 28 -5
2019 28 14 -14
2020 14 13 -1
Total Outlets 2018 2388 2451 +63
2019 2451 2468 +17
2020 2468 2374 -94
Table No. 2
TRANSFER OF OUTLETS FROM FRANCHISEES TO NEW OWNERS

(OTHER THAN TO US) FOR YEARS 2018 TO 2020
State Year Number of Transfers

Alabama 2018 3
2019 3
2020 2
Arizona 2018 2
2019 9
2020 0
Arkansas 2018 8
2019 0
2020 0
California 2018 6
2019 17
2020 6
Colorado 2018 4
2019 6
2020 3
Connecticut 2018 2
2019 1
2020 0
Delaware 2018 0
2019 0
2020 1
Florida 2018 8
2019 14
2020 13
Georgia 2018 7
2019 7
2020 11
FDD 66
Idaho 2018 8
2019 7
2020 2
Illinois 2018 3
2019 5
2020 9
Indiana 2018 21
2019 12
2020 2
Iowa 2018 4
2019 5
2020 3
Kansas 2018 3
2019 5
2020 2
Kentucky 2018 3
2019 1
2020 0
Louisiana 2018 15
2019 20
2020 14
Maine 2018 0
2019 2
2020 0
Maryland 2018 3
2019 0
2020 0
Massachusetts 2018 3
2019 1
2020 1
Michigan 2018 8
2019 6
2020 6
Minnesota 2018 16
2019 22
2020 7
Mississippi 2018 2
2019 3
2020 10
Missouri 2018 6
2019 4
2020 6
Montana 2018 3
2019 0
2020 0
Nebraska 2018 4
2019 6
2020 0
Nevada 2018 0
2019 5
2020 1
New Hampshire 2018 1
2019 0
2020 0
FDD 67
New Jersey 2018 0
2019 1
2020 1
New Mexico 2018 0
2019 0
2020 3
New York 2018 1
2019 0
2020 5
North Carolina 2018 2
2019 5
2020 4
North Dakota 2018 4
2019 7
2020 0
Ohio 2018 14
2019 25
2020 3
Oklahoma 2018 8
2019 5
2020 1
Oregon 2018 2
2019 5
2020 2
Pennsylvania 2018 4
2019 5
2020 1
Rhode Island 2018 0
2019 1
2020 0
South Carolina 2018 9
2019 4
2020 6
South Dakota 2018 2
2019 4
2020 0
Tennessee 2018 4
2019 4
2020 3
Texas 2018 73
2019 22
2020 18
Utah 2018 3
2019 3
2020 2
Virginia 2018 8
2019 3
2020 5
Washington 2018 4
2019 2
2020 1
West Virginia 2018 0
2019 0
2020 3
FDD 68
Wisconsin 2018 11
2019 3
2020 9
Total 2018 292
2019 260
2020 166
Note: There was no activity in the last 3 years in the states not listed in the above table.
Table No. 3
STATUS OF FRANCHISED OUTLETS FOR YEARS 2018 TO 2020
State Year Outlets at Outlets Terminati Non- Reacquired Ceased Outlets at

Start of Opened ons Renewals by Operations- End of
Year Franchisor Other Reasons the Year
Alabama 2018 31 3 0 0 0 0 34
2019 34 2 1 2 0 0 33
2020 33 1 3 0 0 0 31
Alaska 2018 2 1 1 0 0 0 2
2019 2 0 0 0 0 0 2
2020 2 0 0 0 0 0 2
Arizona 2018 41 7 0 0 0 0 48
2019 48 4 4 1 0 0 47
2020 47 0 1 1 0 0 45
Arkansas 2018 35 0 2 0 0 0 33
2019 33 0 1 0 0 0 32
2020 32 0 4 0 0 0 28
California 2018 103 8 1 0 0 0 110
2019 110 16 2 0 0 0 124
2020 124 7 8 0 0 0 123
Colorado 2018 39 3 0 0 0 0 42
2019 42 7 0 1 0 0 48
2020 48 3 1 0 0 0 50
Connecticut 2018 23 3 1 1 0 0 24
2019 24 0 0 0 0 0 24
2020 24 0 3 0 0 0 21
Delaware 2018 10 0 0 0 0 0 10
2019 10 0 1 0 0 0 9
2020 9 0 1 0 0 0 8
Florida 2018 162 6 7 0 0 0 161
2019 161 8 8 0 0 0 161
2020 161 4 12 0 0 0 153
Georgia 2018 98 1 2 0 0 0 97
2019 97 3 7 1 0 0 92
2020 92 0 4 1 0 0 87
Hawaii 2018 4 1 0 0 0 0 5
2019 5 1 0 0 0 0 6
2020 6 1 0 0 0 0 7
Idaho 2018 26 0 0 1 0 0 25
2019 25 1 0 0 0 0 26
2020 26 0 0 1 0 0 25
FDD 69
Illinois 2018 75 11 3 1 0 1 81
2019 81 7 0 1 0 0 87
2020 87 4 5 1 0 0 85
Indiana 2018 103 3 1 1 0 0 104
2019 104 1 4 1 0 0 100
2020 100 4 4 1 0 0 99
Iowa 2018 68 1 0 1 0 1 67
2019 67 1 2 1 0 0 65
2020 65 0 5 1 0 0 59
Kansas 2018 18 1 0 1 0 0 18
2019 18 0 3 0 0 0 15
2020 15 0 0 0 0 0 15
Kentucky 2018 20 0 2 0 0 0 18
2019 18 1 1 0 0 0 18
2020 18 0 2 2 0 0 14
Louisiana 2018 119 2 2 0 0 0 119
2019 119 1 3 1 0 0 116
2020 116 3 3 1 0 0 115
Maine 2018 2 1 0 0 0 0 3
2019 3 2 1 0 0 0 4
2020 4 0 2 0 0 0 2
Maryland 2018 22 0 0 0 0 0 22
2019 22 2 0 0 0 0 24
2020 24 2 1 0 0 1 24
Massachusetts 2018 38 1 0 0 0 0 39
2019 39 0 0 0 0 0 39
2020 39 2 1 0 0 0 40
Michigan 2018 92 3 1 0 0 0 94
2019 94 2 1 0 0 1 94
2020 94 3 6 4 0 0 87
Minnesota 2018 140 1 0 0 0 0 141
2019 141 3 0 0 0 0 144
2020 144 1 4 0 0 0 141
Mississippi 2018 30 0 1 0 0 0 29
2019 29 0 1 1 0 0 27
2020 27 0 1 2 0 0 24
Missouri 2018 51 2 3 1 0 0 49
2019 49 0 3 0 0 0 46
2020 46 1 0 1 0 0 46
Montana 2018 4 1 0 0 0 0 5
2019 5 0 0 0 0 0 5
2020 5 0 0 0 0 0 5
Nebraska 2018 30 4 0 0 0 0 34
2019 34 0 1 0 0 0 33
2020 33 0 1 0 0 0 32
Nevada 2018 31 1 0 0 0 0 32
2019 32 1 2 0 0 0 31
2020 31 0 1 1 0 0 29
New Hampshire 2018 5 1 1 0 0 0 5
2019 5 0 0 0 0 0 5
2020 5 0 2 0 0 0 3
FDD 70
New Jersey 2018 21 1 0 0 0 0 22
2019 22 2 3 1 0 0 20
2020 20 1 2 1 0 0 18
New Mexico 2018 15 3 0 0 0 0 18
2019 18 2 0 0 0 0 20
2020 20 1 0 0 0 0 21
New York 2018 20 3 1 0 0 0 22
2019 22 2 1 0 0 0 23
2020 23 1 3 1 0 0 20
North Carolina 2018 36 4 0 0 0 0 40
2019 40 3 2 0 0 0 41
2020 41 2 1 0 0 0 42
North Dakota 2018 16 1 0 0 0 0 17
2019 17 1 0 0 0 1 17
2020 17 0 0 1 0 0 16
Ohio 2018 69 6 5 0 0 0 70
2019 70 9 3 0 0 0 76
2020 76 1 2 2 0 0 73
Oklahoma 2018 27 3 0 0 0 0 30
2019 30 2 0 0 0 0 32
2020 32 1 0 0 0 0 33
Oregon 2018 31 0 0 1 0 0 30
2019 30 4 1 1 0 0 32
2020 32 0 1 1 0 0 30
Pennsylvania 2018 60 7 2 0 0 0 65
2019 65 4 2 0 0 0 67
2020 67 4 4 1 0 0 66
Rhode Island 2018 11 1 0 0 0 1 11
2019 11 2 0 1 0 0 12
2020 12 0 3 0 0 0 9
South Carolina 2018 40 0 1 0 0 0 39
2019 39 2 1 0 0 0 40
2020 40 0 7 1 0 0 32
South Dakota 2018 13 3 0 0 0 0 16
2019 16 1 0 0 0 1 16
2020 16 1 0 0 0 0 17
Tennessee 2018 34 3 1 1 0 0 35
2019 35 0 0 1 0 0 34
2020 34 1 1 0 0 0 34
Texas 2018 245 12 3 0 0 0 254
2019 254 16 8 1 0 1 260
2020 260 11 13 4 0 0 254
Utah 2018 21 1 1 1 0 0 20
2019 20 0 1 0 0 0 19
2020 19 0 1 1 0 0 17
Vermont 2018 2 0 0 0 0 0 2
2019 2 0 0 0 0 0 2
2020 2 0 0 0 0 0 2
Virginia 2018 68 5 1 1 0 0 71
2019 71 5 2 1 0 0 73
2020 73 3 6 1 0 1 68
FDD 71
Washington 2018 63 3 0 0 0 0 66
2019 66 5 0 0 0 0 71
2020 71 3 3 0 0 0 71
West Virginia 2018 16 2 1 0 0 0 17
2019 17 0 1 0 0 0 16
2020 16 0 1 0 0 0 15
Wisconsin 2018 122 3 0 0 0 0 125
2019 125 2 2 1 0 0 124
2020 124 3 6 2 0 0 119
Wyoming 2018 3 0 0 1 0 0 2
2019 2 0 0 0 0 0 2
2020 2 2 0 0 0 0 4
Totals 2018 2355 127 44 12 0 3 2423
2019 2423 125 73 17 0 4 2454
2020 2454 71 129 33 0 2 2361
Note: One Maryland outlet relocated to Virginia in 2020.
Table No. 4
STATUS OF COMPANY OWNED OUTLETS FOR YEARS 2018 TO 2020
State Year Outlets at Outlets Outlets Reacquired Outlets Outlets Sold Outlets at
Start of Opened from Franchisees Closed to End of the
Year Franchisees Year
Arizona 2018 2 0 0 0 2 0
2019 0 0 0 0 0 0
2020 0 0 0 0 0 0
California 2018 4 0 0 0 0 4
2019 4 0 0 0 4 0
2020 0 0 0 0 0 0
Florida 2018 2 0 0 0 0 2
2019 2 0 0 0 0 2
2020 2 0 0 0 0 2
Illinois 2018 11 0 0 1 0 10
2019 10 0 0 0 1 9
2020 9 0 0 0 0 9
Maine 2018 3 0 0 0 0 3
2019 3 0 0 0 2 1
2020 1 0 0 0 0 1
Minnesota 2018 1 0 0 0 0 1
2019 1 0 0 0 0 1
2020 1 0 0 0 0 1
New York 2018 1 0 0 0 0 1
2019 1 0 0 0 0 1
2020 1 0 0 1 0 0
Oklahoma 2018 1 0 0 0 1 0
2019 0 0 0 0 0 0
2020 0 0 0 0 0 0
Oregon 2018 2 0 0 0 0 2
2019 2 0 0 0 2 0
2020 0 0 0 0 0 0
FDD 72
State Year Outlets at Outlets Outlets Reacquired Outlets Outlets Sold Outlets at
Start of Opened from Franchisees Closed to End of the
Year Franchisees Year
South Dakota 2018 1 0 0 0 1 0
2019 0 0 0 0 0 0
2020 0 0 0 0 0 0
Texas 2018 5 0 0 0 0 5
2019 5 0 0 0 5 0
2020 0 0 0 0 0 0
Totals 2018 33 0 0 1 4 28
2019 28 0 0 0 14 14
2020 14 0 0 1 0 13
Note: There was no activity in the last 3 years in the states not listed in the above table.
Table No. 5
PROJECTED OPENINGS AS OF DECEMBER 31, 2020
State Franchise Agreements Projected New Projected New Company

Signed as of December Franchised Outlets in – Owned (or Affiliate-
31, 2020 But Outlet the Next Fiscal Year owned) Outlets in the
Not Opened Next Fiscal Year
Alabama 1 0-4 0-4
Alaska 2 1-3 0-4
Arizona 4 1-3 0-4
Arkansas 4 1-3 0-4
California 29 8-12 0-4
Colorado 13 4-7 0-4
Connecticut 5 0-4 0-4
Delaware 0 0-4 0-4
District of Columbia 0 0-4 0-4
Florida 28 4-8 0-4
Georgia 2 0-4 0-4
Hawaii 0 0-4 0-4
Idaho 1 0-4 0-4
Illinois 29 4-8 0-4
Indiana 13 0-4 0-4
Iowa 2 1-3 0-4
Kansas 1 0-4 0-4
Kentucky 2 0-4 0-4
Louisiana 3 1-3 0-4
Maine 0 0-4 0-4
Maryland 5 0-4 0-4
Massachusetts 2 2-4 0-4
Michigan 6 2-4 0-4
Minnesota 6 1-4 0-4
FDD 73
State Franchise Agreements Projected New Projected New Company
Signed as of December Franchised Outlets in – Owned (or Affiliate-
31, 2020 But Outlet the Next Fiscal Year owned) Outlets in the
Not Opened Next Fiscal Year
Mississippi 0 0-4 0-4
Missouri 3 0-4 0-4
Montana 2 0-4 0-4
Nebraska 3 0-4 0-4
Nevada 3 1-4 0-4
New Hampshire 1 0-4 0-4
New Jersey 4 1-4 0-4
New Mexico 3 1-3 0-4
New York 2 1-4 0-4
North Carolina 9 1-4 0-4
North Dakota 2 0-4 0-4
Ohio 7 2-4 0-4
Oklahoma 0 0-4 0-4
Oregon 2 0-4 0-4
Pennsylvania 13 3-7 0-4
Rhode Island 1 0-4 0-4
South Carolina 1 0-4 0-4
South Dakota 0 0-4 0-4
Tennessee 13 2-4 0-4
Texas 44 6-10 0-4
Utah 0 0-4 0-4
Vermont 0 0-4 0-4
Virginia 5 1-3 0-4
Washington 11 2-4 0-4
West Virginia 4 2-4 0-4
Wisconsin 9 2-4 0-4
Wyoming 1 1-3 0-4
Puerto Rico 0 0-4 0-4
U.S. Virgin Islands 0 0-4 0-4
Other U.S. Territories 0 0-4 0-4
and Possessions
Total 301 56-236 0-4
* We are looking for prospective franchisees throughout the United States and cannot know in advance
where we might find prospects. Therefore, any projection of this nature is very speculative. We will add
franchised centers wherever we find qualified prospects. In total, we expect to open 56 to 236 new
franchised centers, and 0-4 company-owned centers in the fiscal year ending December 31, 2021.
FDD 74
A list of the names, addresses and telephone numbers of all Anytime Fitness franchisees, and the locations
of their open Anytime Fitness centers as of December 31, 2020, is attached to this Disclosure Document as
Exhibit C-1.
A list of all franchises who have been terminated, canceled, not renewed, or otherwise voluntarily ceased
to do business under the Franchise Agreement during the 12-month period ended December 31, 2020, or
who have not communicated with us within 10 weeks of our application date, is attached to this Disclosure
Document as Exhibit C-2. There are 315 franchisees on this list.
If you buy this franchise, your contact information may be disclosed to other buyers when you leave the
franchise system. In some instances, current and former franchisees sign provisions restricting their ability
to speak openly about their experience with us. You may wish to speak with current and former franchisees,
but be aware that not all such franchisees will be able to communicate with you.
We have formed a Franchise Advisory Council that consists of franchisees within our system with whom
we consult on various aspects of our system. This is not a formal entity, and it does not have a telephone
number, street address, email address, or website. The members of our Franchise Advisory Council are
simply franchisees who communicate with each other by telephone and email, and who attend telephone
and in-person meetings with our staff.
One independent franchisee association has asked to be included in this Disclosure Document: AFFA, an
Independent Association of Anytime Fitness® Franchisees. The contact information for AFFA is as
follows:
AFFA, an Independent Association of Anytime Fitness® Franchisees

a Chapter of the American Association of Franchisees & Dealers
PO Box 10158
Palm Desert, CA 92255-1058
Phone: 619-209-3775
Fax: 866-855-1988
Email: AFFA@aafdchapters.org
ITEM 21.
FINANCIAL STATEMENTS
Attached to this Disclosure Document as Exhibit D is a copy of our audited financial statements for the
fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020.
ITEM 22.
CONTRACTS
A copy of the Franchise Agreement, Franchise Agreement Guaranty, and General Release is attached as
Exhibit E. Exhibit F is a Charitable Contribution Addendum that we offer to all franchisees, which allows
them to be designated as a participant in our charitable contribution program. A copy of the Area
Development Agreement and Development Agreement Guaranty is attached as Exhibit G. Exhibit I is an
agreement you sign with our affiliate, Healthy Contributions, to assist in the transfer, processing and
distribution of funds and data for various fitness incentive programs you can offer to your members. Exhibit
J includes forms of financing documents for financing we or our affiliates provide or that our affiliate can
help arrange. Exhibit K is an agreement you will sign with ProVision regarding the billing for our web fee,
and the provision of security and software support. Exhibit L is an application for a membership surety
bond you must sign with Nationwide Mutual Insurance Company. Exhibit M are the Service Agreements
FDD 75
you must sign to use the Club Management Software. Exhibit N is an optional Re-Sale Assistance
Agreement we currently offer to franchisees seeking our assistance in the sale of their centers. Exhibit O
is a Franchisee Questionnaire you must complete and sign before we will grant you a franchise. Exhibit P
is the Training Suite Addendum we require Anytime Fitness Express franchisees to sign that elect to have
access to and offer the Training Suite, and existing franchisees that must implement the Training Suite at
existing Anytime Fitness centers that do not already have access to and offer the Training Suite. Exhibit Q
is the Evolt Software Subscription Agreement you must sign in connection with a required software
program. Exhibit R is the ABC Merchant Services Agreement.
ITEM 23.
RECEIPTS
The last 2 pages of this Disclosure Document are detachable documents acknowledging receipt of this
Disclosure Document. Please sign both receipt pages and return one to us.
FDD 76
EXHIBIT A
LIST OF STATE AGENCIES/

AGENTS FOR SERVICE OF PROCESS
FDD
LIST OF STATE AGENCIES
California Maryland Rhode Island

Department of Financial Protection Office of Attorney General Department of Business Regulation
and Innovation Maryland Division of Securities Division of Securities
320 West 4th Street, Suite 750 200 St. Paul Place 1511 Pontiac Avenue
Los Angeles, CA 90013-2344 Baltimore, MD 21202-2020 John O. Pastore Complex – Building
(866) 275-2677 (410) 576-6360 69-1
Cranston, RI 02920
1455 Frazee Road, Suite 315 Michigan (401) 222-3048
San Diego, CA 92108 Michigan Dept. of Attorney General
Consumer Protection Division South Dakota
One Sansome Street, Ste. 600 Antitrust and Franchise Unit South Dakota Department of Labor
San Francisco, CA 94104 525 W. Ottawa St. & Regulation
G. Mennen Williams Building, 1st Division of Insurance – Securities
2101 Arena Boulevard Floor Regulation
Sacramento, CA 95834 Lansing, MI 48909 124 S Euclid, Suite 104
(517) 373-7117 Pierre, SD 57501
Connecticut (605) 773-3563
Connecticut Department of Banking Minnesota
260 Constitution Plaza Minnesota Department of Commerce Texas
Hartford, CT 06103-1800 Registration and Licensing Secretary of State
(860) 240-8299 Division Statutory Document Section
85 7th Place East, Suite 280 P.O. Box 13563
Florida St. Paul, MN 55101-2198 Austin, TX 78711
Department of Agriculture and (651) 296-6328 (512) 475-1769
Consumer Services
Division of Consumer Services Nebraska Utah
407 South Calhoun Street Department of Banking and Finance Department of Commerce
Tallahassee, FL 32399-0800 1526 K Street, Suite 300 Division of Consumer Protection
(904) 922-2770 P.O. Box 95006 160 East 300 South
Lincoln, NE 68508 P.O. Box 45804
Hawaii (402) 471-3445 Salt Lake City, Utah 84145-0804
Hawaii Commissioner of Securities (801) 530-6601
Department of Commerce and New York
Consumer Affairs Office of the New York State Virginia
Business Registration Division Attorney General State Corporation Commission
King Kalakaua Building Investor Protection Bureau Division of Securities and
335 Merchant Street, Rm. 203 Franchise Section Retail Franchising
Honolulu, Hawaii 96813 28 Liberty Street, 21st Floor 1300 E. Main Street, 9th Floor
(808) 586-2722 New York, NY 10005 Richmond, VA 23219
(212) 416-8236 (804) 371-9672
Illinois
Office of Attorney General North Dakota Washington
Franchise Division North Dakota Securities Department Securities Administrator
500 South Second Street 600 East Boulevard Avenue Department of Financial Institutions
Springfield, IL 62706 State Capital - 5th Floor Securities Division
(217) 782-4465 Bismarck, ND 58505-0510 150 Israel Rd SW
(701) 328-2910 Tumwater, WA 98501
Indiana (360) 902-8760
Indiana Secretary of State Oregon
Securities Division Department of Insurance and Finance Wisconsin
302 West Washington Street Corporate Securities Section Department of Financial Institutions
Room E-111 Labor and Industries Building Division of Securities
Indianapolis, IN 46204 Salem, OR 97310 4822 Madison Yards Way,
(317) 232-6681 (503) 378-4387 North Tower
Madison, WI 53705
(608) 266-8557
FDD A-1
LIST OF AGENTS FOR SERVICE OF PROCESS
California Michigan Rhode Island
California Commissioner of Michigan Department of Director of Rhode Island

Financial Protection and Innovation Commerce, Department of Business Regulation
California Dept. of Financial Corporations and Securities Bureau 1511 Pontiac Avenue
Protection and Innovation 6546 Mercantile Way John O. Pastore Complex –
320 W. 4th Street, Suite 750 Lansing, Michigan 48910 Building 69-1
Los Angeles, California 90013 (517) 334-6212 Cranston, RI 02920
1-(866) 275-2677 (401) 222-3048
Minnesota
Connecticut South Dakota
Minnesota Commissioner of
Connecticut Banking Commissioner Commerce Director of South Dakota Division
260 Constitution Plaza Department of Commerce of Insurance – Securities Regulation
Hartford, CT 06103-1800 85 7th Place East, Suite 280 124 S Euclid, Suite 104
(860) 240-8299 St. Paul, Minnesota 55101-2198 Pierre, South Dakota 57501
(651) 296-4026 (605) 773-3563
Hawaii
New York Virginia
Commissioner of Securities for the
State of Hawaii New York Department of State Clerk of the State Corporation
Department of Commerce and One Commerce Plaza Commission
Consumer Affairs 99 Washington Avenue, 6th Floor 1300 East Main Street, 1st Floor
Business Registration Division Albany, New York 12231-0001 Richmond, Virginia 23219
King Kalakaua Building (518) 473-2492
335 Merchant Street, Rm. 203 Washington
Honolulu, Hawaii 96813 North Dakota
(808) 586-2722 Securities Administrator
North Dakota Securities Washington State Department of
Illinois Commissioner Financial Institutions
Securities Department 150 Israel Rd SW
Illinois Attorney General 600 East Boulevard Avenue Tumwater, Washington 98501
500 South Second Street State Capitol – 5th Floor (360) 902-8760
Springfield, Illinois 62706 Bismarck, North Dakota 58505-
(217) 782-1090 0510 Wisconsin
(701) 328-2910
Indiana Administrator, Division of
Oregon Securities
Indiana Secretary of State Department of Financial Institutions
201 State House Director of Oregon Department of 4822 Madison Yards Way,
200 West Washington Street Insurance and Finance North Tower
Indianapolis, Indiana 46204 350 Winter Street, NE, Room 21 Madison, WI 53705
(317) 232-6531 Salem, Oregon 97310 (608) 266-8557
(503) 378-4387
Maryland
Maryland Securities Commissioner

200 St. Paul Place
Baltimore, Maryland 21202-2020
(410) 576-6360
FDD A-2
EXHIBIT B
TABLE OF CONTENTS OF OPERATIONS MANUAL
FDD
EXHIBIT B
ANYTIME FITNESS
OPERATIONS MANUAL – TABLE OF CONTENTS
Introduction 1-3
Pre-Opening & Training 3-13
Technology 13-23
Personnel 23-25
Operating Procedures 25-34
Ongoing Training 34-35
Marketing & Advertising 35-43
Vendors 43-45
Additional Franchise Policies 45-46
Contacts 46-48
This Operations Manual is an online resource, therefore page numbers may vary.
FDD B-1
EXHIBIT C-1
LIST OF FRANCHISEES AS OF DECEMBER 31, 2020
(INCLUDING AREA DEVELOPMENT AGREEMENT COMMITMENTS)
FDD
Legal Entity Phone Number Address City State Zip Status Area
Development
ATFAK-ANC1, LLC 907-339-2348 8936 Lake Otis Pkwy Anchorage AK 99507 *
Michael Northcutt 907-252-3610 7730 Big Spruce Anchorage AK 99502 Projected to open *
Circle in Anchorage, AK
Michael Northcutt 907-252-3610 7730 Big Spruce Anchorage AK 99502 Projected to open *
Circle in TBD, AK
ATFAK-SOL1, LLC 907-262-6197 42115 Kalifornsky Soldotna AK 99669
Beach Rd, Ste A3
J & C Garcia LLC 256-329-1004 26 Broad St Alexander City AL 35010
San Jose, LLC 256-640-8388 1416 N Brindlee Arab AL 35016
Mountain Pkwy
Team Alpha, LLC 205-874-6644 1984 Veterans Birmingham AL 35214
Memorial Dr
Fountain Enterprises, LLC 251-314-1411 1650 Douglas Ave Brewton AL 36426
Chelsea Fitness LLC 205-678-8820 16054 Hwy. 280, Ste. Chelsea AL 35043
700
San Sebastiano LLC 256-841-6500 1845 Patriot Way SW Cullman AL 35055
New Life Fitness2 LLC 251-626-5018 2020 US-98, Ste C Daphne AL 36526
Combat Fitness, LLC 256-284-7742 1601 Darby Dr Florence AL 35630 *
3-D Fitness, LLC 251-923-5550 8154 Hwy 59, Ste 216 Foley AL 36535
Kenny Stubblefield 205-921-2000 1500 Military St Hamilton AL 35570
All Things Fitness, Inc. 256-970-1400 2075 Cecil Ashburn Huntsville AL 35802
Drive SE
Benjamin Handley 205-688-5060 24571 US Hwy 31 Jemison AL 35085
Kingdom Fitness Ventures 256-325-0016 1874 G Slaughter Rd. Madison AL 35758
LLC
Andrew Baldwin & Matthew 251-662-1320 3456 Hillcrest Rd Mobile AL 36695
Phillip Moody
FDD C-1
Andrew Baldwin & Matthew 251-639-3556 9120 Airport Blvd, Mobile AL 36608
Phillip Moody Suite F
Lets Make It Happen, LLC 251-479-0999 171 E. I-65 Service Mobile AL 36606
Rd.
Fountain Enterprises, LLC 251-302-2431 465 Pike St, Ste C Monroeville AL 36460
DEV Fitness, Inc. 334-239-7396 8125 Decker Ln Montgomery AL 36117
Anthony S. Thorn and Julie 334-759-6464 2701 Frederick Rd Opelika AL 36801
Ann Thorn
Rockit Body Fitness, LLC 256-812-2081 70 Taylor Road Owens Cross AL 35763
Roads
Jim Slack 334-445-9009 1548 US-231 S, Ste 1 Ozark AL 36360
BlevinsFitness, LLC 334-332-9200 5408 Summerville Phenix City AL 36867
Rd.
New Life Fitness2, LLC 251-240-0499 21862 AL-59 Robertsdale AL 36567
Analyst One Financial, LLC 256-575-8450 1513 S Broad St Scottsboro AL 35768
CL Andrews, LLC 251-645-3701 3385 Schillinger Rd. Semmes AL 36575
N.
Leah Langlinais 251-299-2229 10200 Eastern Shore Spanish Fort AL 36527 *
Blvd, Ste 404
Jim Slack 334-770-0888 105 Southland Vlg Troy AL 36079
Clinton Lee Fuselier Jr 205-655-6644 322 Main St Trussville AL 35173 *
MAS Fitness, LLC 205-822-5955 1360 Montgomery Vestavia Hills AL 35216
Hwy, Ste 120
Murphy Health & Fitness, 205-957-2525 11971 Liberty Pkwy Vestavia Hills AL 35242
LLC
Kenny Stubblefield 205-487-2529 2365 US-43 Winfield AL 35594
Bandon Holdings, LLC 870-898-5700 1420 S Constitution Ashdown AR 71822
Ave
Patrick Connell 870-793-2700 3050 Harrison St Batesville AR 72501
Sure Fit Holdings, LLC 870-824-5490 101 South Service Rd Blytheville AR 72315
ELynn, Inc. 501-213-0526 5313 Hwy 5 N, Ste Bryant AR 72022 *
300
FDD C-2
RFC69, LLC 870-836-7100 206 Garden Oaks Dr Camden AR 71701
Sure Fit Holdings, LLC 479-705-0011 1151 Rogers Ave Clarksville AR 72830
PW Fitness LLC 479-935-4600 6315 Wedington Dr, Fayetteville AR 72704
Unit 2
Tyrone Richardson and Max 479-226-3319 11735 Old Hwy 71 S Fort Smith AR 72916 *
Sandlin
Tyrone Richardson and Max 479-434-7006 2916 Brighton Ct Fort Smith AR 72903 Projected to open *
Sandlin in Fort Smith, AR
SF Greenbrier, LLC 501-679-0677 47 S Broadview St Greenbrier AR 72058
Sure Fit Holdings, LLC 479-431-5105 2427 W Center St Greenwood AR 72936 *
D R Profit Ventures, LLC 870-416-3606 115 Industrial Park Harrison AR 72601
Rd
Keathley Builders, Inc. 501-270-4440 203 Tulaka Blvd Heber Springs AR 72543
SF Hope, LLC 870-777-9100 1301 N Hervey Hope AR 71801
SF Jack, LLC 501-241-0802 120 John Harden Dr Jacksonville AR 72076
SF Little Rock, LLC 501-663-4400 7403 Cantrell Rd Little Rock AR 72207
Faith 4 Life Enterprises, Inc. 479-365-6768 106 Bloomington Rd Lowell AR 72745
Wilfer Henderson 501-960-1988 181 Columbia Road Magnolia AR 71753 Projected to open
275 in Magnolia, AR
SF Malvern, LLC 501-467-8485 608 Martin Luther Malvern AR 72104
King Blvd
Powerhouse Group LLC 870-739-1266 203 E Military Rd Marion AR 72364
Lance Daigle 985-714-1688 119 Lily Dr Maumelle AR 72113 Projected to open *
in Maumelle, AR
Sure Fit Holdings, LLC 501-289-6534 20 Bruce St Morrilton AR 72110
Sure Fit Holdings, LLC 870-580-0941 40 Plaza Way, Ste 30 Mountain Home AR 72653
Lane & Pickney Investments, 870-236-1551 1725 W Kings Hwy, Paragould AR 72450
Inc. Ste 17A
Kpngcrete Physique, Inc. and 479-957-9156 2005 N Arkansas Ave Russellville AR 72802 *
Joseph Daigle
FDD C-3
Sure Fit Holdings, LLC 501-593-5444 PO Box 1169 Searcy AR 72145 Projected to open *
in Arkadelphia,
AR
Inspired Siloam Fitness LLC 479-373-1122 1007 S Mt Olive St Siloam Springs AR 72761
Michael Beard 479-841-9752 1602 E Robinson Ave Springdale AR 72764
Samurai 327, LLC 479-633-7348 7058 W Sunset Ave, Springdale AR 72762
Suite 2
Bandon Holdings, LLC 870-772-4348 2229 Trinity Blvd Texarkana AR 71854
Family Investment Group, 479-689-5189 1514 Fayetteville Rd Van Buren AR 72956 *
LLC
Powerhouse Group LLC 870-629-5262 113 N Missouri St West Memphis AR 72301
Luke Lehr 623-215-4669 42407 N Vision Way Anthem AZ 85086
Brad Richardson and Brent 928-704-0774 3699 Hwy 95, Suite Bullhead City AZ 86442
Richardson 660
Kevin Christopher Jack and 480-681-5200 29855 N Tatum Blvd Cave Creek AZ 85331
Kimberly Jack
Bandon Fitness (Texas), Inc. 480-821-2112 1065 E Riggs Rd Chandler AZ 85249
MAF Chandler, LLC 480-917-0005 1072 W Chandler Chandler AZ 85224
Blvd
Ratrace, Inc. 928-636-8348 759 N Hwy 89 Chino Valley AZ 86323
FIT Enterprises, LLC 623-583-2064 13915 N Dysart Rd, El Mirage AZ 85335
Ste A4
Flagstaff ATF, LLC 928-226-7064 2500 S Woodlands Flagstaff AZ 86001
Vlg Dr, Ste 21
Big M, LLC 480-837-5151 16425 E Palisades Fountain Hills AZ 85268
Blvd
10 More LLC 480-892-5646 949 N Val Vista Dr, Gilbert AZ 85234
Ste 115
Pump Fitness, LLC 480-279-2855 4720 E. Queen Ck. Gilbert AZ 85297
Rd.
Fit 4 Fun, LLC 623-594-2422 6640 W Cactus Rd, Glendale AZ 85304
Ste A 112
Natalee Sticht and Ronald 623-566-2407 6120 W Behrend D, Glendale AZ 85308
Moses Ste 145
FDD C-4
Kingman ATF, LLC 928-263-6242 3900 Stockton Hill Kingman AZ 86409
Rd, Ste M
Zack Merrill 928-302-3883 62 S Lk Havasu Ave Lake Havasu City AZ 86403
Bandon Fitness (Texas), Inc. 623-935-2737 12958 W Indian Litchfield Park AZ 85340
School Rd
Bandon Fitness (Texas), Inc. 520-579-2600 12040 N Thornydale Marana AZ 85658
Rd, Ste 106
ATF Maricopa, LLC 520-568-5226 21116 N John Wayne Maricopa AZ 85139
Pkwy B3
AF 4107, LLC 480-378-3810 1837 W Guadalupe Mesa AZ 85202 *
Rd
Bandon Fitness (Texas), Inc. 480-354-0666 8257 E. Guadalupe Mesa AZ 85212
Rd.
Ignite Investments LLC 480-464-5646 1239 E McKellips Rd Mesa AZ 85203
247 Fitness Group, LLC 520-219-2869 11911 N 1st Ave, Ste Oro Valley AZ 85737
101
L3, Live, Love Laugh Corp. 928-468-8001 101 E Hwy 260, Ste B Payson AZ 85541
SIMS 34, LLC 623-518-6100 24640 N Lake Peoria AZ 85258
Pleasant Rd, Ste 103
Foothills Fitness 24/7, LLC 480-460-1673 1420 E Chandler Phoenix AZ 85048
Blvd, Suite 104
L13cky Health, LLC 602-362-3166 3135 E Indian School Phoenix AZ 85016
Rd
L13cky Health, LLC 602-883-7800 111 E Dunlap Ave, Phoenix AZ 85020 *
Ste 9
L13cky Health, LLC 602-883-8733 4030 E Thunderbird Phoenix AZ 85032 *
Rd, Ste D
L3, Live Love Laugh Corp. 602-565-2412 1620 Georgia Ave Phoenix AZ 85015 Projected to open *
in Phoenix, AZ
Michael Laird 602-277-5751 3101 North Central Phoenix AZ 85012 Projected to open *
Ave, Ste 1490 in Cottonwood,
AZ
FDD C-5
Michael Laird 602-277-5751 3101 North Central Phoenix AZ 85012 Projected to open *
Ave, Ste 1490 in Taylor, AZ
Robert McLean and Frank 602-824-9095 18413 N Cave Creek Phoenix AZ 85032
Sloup Rd
William Nicholls and Barbara 602-795-8088 15610 N 7th St Phoenix AZ 85022
Nicholls
Michael Laird 928-227-8337 3190 Willow Creek Prescott AZ 86301 *
Rd
Ratrace, Inc. 928-443-5701 6715 E 2nd St, Ste A Prescott Valley AZ 86314
Bandon Fitness (Texas), Inc. 480-677-3637 40601 N Gantzel Rd San Tan Valley AZ 85140 *
Queen Creek ATF, LLC 480-888-9332 530 E Hunt Hwy, Ste San Tan Valley AZ 85143
113
Branden Bunker and Brian 801-361-8979 8340 E. Orange Scottsdale AZ 85250 Projected to open *
McColgan Blossom Lane in San Diego, CA
Branden Bunker and Brian 801-361-8979 8340 E. Orange Scottsdale AZ 85250 Projected to open
McColgan Blossom Lane in Phoenix, AZ
K2 Fitness, LLC 480-575-7505 32687 N Scottsdale Scottsdale AZ 85266
Rd
Kevin Redus 480-689-5997 7679 E Pinnacle Peak Scottsdale AZ 85255
Rd
L13cky Health, LLC 602-900-0852 5094 North Hayden Scottsdale AZ 85250
Rd
MAF, Inc. 480-348-2348 7704 E Doubletree Scottsdale AZ 85258
Ranch Rd
Smart Fitness LLC 480-935-9339 16447 N Scottsdale Scottsdale AZ 85254
Rd, Ste 109
L13CKY Health, LLC 602-362-3362 2240 N Scottsdale Rd Tempe AZ 85281 *
247 Fitness Group, LLC 520-622-2514 7937 N Oracle Rd Tucson AZ 85704
AF Sunrise, LLC 520-577-4607 4784 E Sunrise Dr Tucson AZ 85718 *
AF Tucson Metro, LLC 520-999-8282 2500 N Silverbell Rd, Tucson AZ 85745
Ste 100
FDD C-6
Bandon Fitness (Texas), Inc. 520-579-6615 7475 W Twin Peaks Tucson AZ 85743
Rd, Ste 103-109
Lori Rickert-Hewings, Aaron 520-760-1200 8868 Tanque Verde Tucson AZ 85749
Hewings and Nancy Rickert Rd
Milt Folas, Angie Folas and 510-864-2030 883D Island Dr Alameda CA 94502
Stephan Folas
Stephan Folas and Milt Folas 510-263-9574 951 Marina Village Alameda CA 94501
Pkwy
David Wick Spenser 909-614-4411 6890 E. Georgetown Anaheim CA 92807 Projected to open
Amiewalan Circle in Chino, CA
Travis MacKenzie and 530-776-4541 2700 Balls Ferry Rd Anderson CA 96007
Marisa MacKenzie
Aaron Miller 760-240-9933 13692 Apple Valley Apple Valley CA 92308
Rd, #130
JAT Investments, Inc. 760-954-5655 12593 Highline Drive Apple Valley CA 92308 Projected to open
in Apple Valley,
CA
Michael Suchomel 760-680-9573 14447 Choco Rd Apple Valley CA 92307 Projected to open
in Phelan, CA
The Master's Holdings, Inc. 831-662-1977 90 Rancho Del Mar Aptos CA 95003
Christopher Huisken and Lori 626-445-1026 9 E Foothill Blvd Arcadia CA 91006
Huisken
John Peter Arrabit and Susan 530-887-1265 12130 New Airport Auburn CA 95603
Dell Arrabit Rd, #200
Richr, Inc. 760-256-8141 1251 E Main St, Ste Barstow CA 92311 *
4-5
Emma Lam and Kimberly 909-809-2030 1304 Barbetty Way Beaumont CA 92223 Projected to open
Zumbro in TBD, CA
Humble Fitness Beaumont 951-845-3677 1620 E 2nd St, Ste G Beaumont CA 92223
Inc.
FDD C-7
Brett and Rachel Livingstone 510-526-4900 1820 Solano Ave, Ste Berkeley CA 94707
A
Ignore the Limits, LLC 925-513-7001 7750 Brentwood Brentwood CA 94513
Blvd, Ste E
HAP Fitness LLC 562-685-1696 26 Revell Cir Buena Park CA 90620 Projected to open
in La Palma, CA
Camarillo ATF Inc. 805-445-8899 5221 Mission Oaks Camarillo CA 93012
Blvd
Allen Coleman 530-676-4111 3490 Palmer Dr #3E, Cameron Park CA 95682
Golderado Plaza
VM FitBoys LLC 760-585-3800 5814 Van Allen Way, Carlsbad CA 92008
Ste 185
Michael Heinold 760-459-8101 67555 East Palm Cathedral City CA 92234
Canyon
MERC Fitness LLC 818-349-0349 21525 Devonshire St Chatsworth CA 91311
All4good, Inc. 530-636-2424 2499 Forest Ave Chico CA 95928
Edward Martin and Jason 619-200-0689 206 Plaza Salinas Chula Vista CA 91914 Projected to open *
McCann in TBD, CA
JR Fit Enterprise, LLC 619-796-7777 2322 Proctor Valley Chula Vista CA 91914
Rd, Ste 105
Rodrigo Mora, Edgar Mora 619-666-9188 583 Los Altos Dr Chula Vista CA 91914 Projected to open *
and Marine Menier in El Cajon, CA
Rodrigo Mora, Edgar Mora 619-666-9188 583 Los Altos Dr Chula Vista CA 91914 Projected to open *
and Marine Menier in San Diego, CA
Powerhouse Gym & Fitness 707-894-0700 792 S Cloverdale Cloverdale CA 95425
Center, Inc. Blvd
Blu Moon, Inc. 925-672-6700 5434 Ygnacio Valley Concord CA 94521
Rd, Ste 130
NorCal Whole Health, Inc. 925-363-3301 1150 Concord Ave Concord CA 94520 *
Benjamin and Amanda 951-475-1299 2641 Green River Rd, Corona CA 92882 *
McCarty Ste 102
FDD C-8
JAAS, LLC 626-224-3973 215 S Citrus Ave Covina CA 91723
Forever Forward LLC 424-672-3488 4130 Sepulveda Blvd, Culver City CA 90230 *
Ste E
Powerhouse Gym & Fitness 707-693-9500 1900 N Lincoln St, Dixon CA 95620
Center, Inc. Ste 102
Fitness Democracy, LLC 626-359-6394 2217 E Huntington Dr Duarte CA 91010
Rodrigo Mora, Edgar Mora 619-956-9555 13465 Camino El Cajon CA 92021 *
and Marine Menier Canada
RSD Fitness, LP 619-741-3211 2650 Jamacha Rd El Cajon CA 92019
Geminiz, LLC 424-277-9000 630 N Pacific Coast El Segundo CA 90245
Hwy, Unit 10
MinCA, LLC 916-936-3969 9692 Elk Grove- Elk Grove CA 95624 *
Florin Rd
GK Fitness, Inc. 707-864-1575 5089 Business Center Fairfield CA 94534
Dr
Sohail Abdali 707-673-4244 1955 W Texas St Fairfield CA 94533
VM FitBoys LLC 760-723-2433 855 S Main St Fallbrook CA 92028
MinCA, LLC 916-741-2030 9500 Greenback Lane Folsom CA 95630 *
Jose L. Gonzalez 209-744-9400 10530 Twin Cities Rd Galt CA 95632
MinCA, LLC 949-922-6374 868 Lariat Loop Galt CA 95632 Projected to open *
in Elk Grove, CA
The Maker's Fitness, Inc. 408-846-4222 755 1st St Gilroy CA 95020
LK Fitness Group 818-584-7700 300 E Colorado St Glendale CA 91205 *
Teaghlach Kyn, LLC 916-786-3999 9711 Vlg Ctr Dr, Ste Granite Bay CA 95746
125
TwinSS Fitness, Inc. 530-652-4680 562 Sutton Way Grass Valley CA 95945
365 Fitness Holdings, LLC 530-797-9080 1554 CA-99 Gridley CA 95948
Lommori ATF, LLC 310-303-3334 300 Pacific Coast Hermosa Beach CA 90254
Hwy
HVL Fitness, LLC 707-987-9100 18990 Coyote Vly Rd Hidden Valley CA 95467
Lake
The Master's Holdings, Inc. 831-636-4699 1760 Airline Hwy, Ste Hollister CA 95023
I
FDD C-9
Christopher Huisken and Lori 714-369-2337 21421 Brookhurst St Huntington Beach CA 92646
Huisken
Coachella Valley Kiva 760-772-9772 44100 Jefferson St, St Indio CA 92201
Incorporated E503-E504
Ryan Chambers 209-223-3636 11310 Prospect Dr, Jackson CA 95642
Ste 70
La Canada Athletics Inc. 818-928-1314 890 Town Ctr Dr, Ste La Canada CA 91011
B Flintridge
RPSM Investment Group 714-451-9931 2130 Sheffield Dr. La Habra CA 90631 Projected to open
in TBD, CA
DDK Corp 949-946-6996 24290 El Toro Rd. Laguna Hills CA 92637
ATF California LLC 314-322-0017 44054 Sierra Vista Lancaster CA 93536 Projected to open
Drive in Torrance, CA
Jacob Elliott and Elizabeth 916-587-6100 880 Sterling Parkway, Lincoln CA 95648
Elliott #10
Andrea Leggett and Darren 925-292-7196 1855 Holmes St Livermore CA 94550
Leggett
Sean Cussen 562-343-5801 4000 E Anaheim Long Beach CA 90804
Sean Cussen 562-354-6773 3599 N Los Coyotes Long Beach CA 90808 *
Diagonal
Sean Cussen 562-612-1997 301 Pine Ave Long Beach CA 90802 *
TwinSS Fitness, Inc. 916-660-0700 3226 Boyington Rd Loomis CA 95650
The Master's Holdings, Inc. 831-917-9499 120 General Stilwell Marina CA 93933
Dr, Suite 200
The Master's Holdings, Inc. 831-373-1234 399 Lighthouse Ave Monterey CA 93940
EIC 633, Inc. 805-552-0050 144 W Los Angeles Moorpark CA 93021
Ave
Michael Kogan and Ivy Joy 408-583-7220 17975 Madrid Ln Morgan Hill CA 95037 Projected to open
H. Kogan in Boynton Beach,
FL
FDD C-10
Russ Allen and Jaime Allen 831-324-4004 18625 Sutter Blvd, Morgan Hill CA 95037 Projected to open *
Ste 500 in Pacific Grove,
CA
Russ Allen and Jaime Allen 850-324-9000 18625 Sutter Blvd, Morgan Hill CA 95037 Projected to open
Ste 500 in Scotts Valley,
CA
Ste 500 in Seaside, CA
Ste 500 in King City, CA
Ste 500 in Kingsburg, CA
The Creator's Fitness 408-776-8980 715 Cochrane Rd Morgan Hill CA 95037
The Master's Holdings, Inc. 850-324-9000 18625 Sutter Blvd, Morgan Hill CA 95037 Projected to open
Ste 500 in Carmel-By-The-
Sea, CA
GSK Fitness Novato, Inc. 805-225-5052 680 Quintana Rd Morro Bay CA 93442
George Kroll 951-477-4600 25100 Hancock Ave, Murrieta CA 92562
Ste 106-109
Patrick Kam and Matt 510-794-4888 6347 Jarvis Ave Newark CA 94560
Morales
WW Newbury LLC 805-716-0043 717 Wendy Dr Newbury Park CA 91320
Golden Dog Wellness 805-723-0191 180 Mary Ave Nipomo CA 93444
GSK Fitness Novato, Inc. 415-898-1166 946 Diablo Ave Novato CA 94947
Earn It Fitness, LLC 714-998-4348 2688 N Santiago Blvd Orange CA 92867
JGAF, Inc. 805-938-1300 3400 Orcutt Rd Orcutt CA 93455
Brett Livingstone and Rachel 925-542-0342 2 Orinda Theatre Orinda CA 94563
Livingstone Square, Ste 148
365 Fitness Holdings, LLC 530-533-7770 1124 H Oro Dam Oroville CA 95965
Blvd E
365 Fitness Holdings, LLC 805-983-7770 702 N Ventura Rd Oxnard CA 93030
FDD C-11
NorCal Fitness, Inc. 650-808-7745 1367 Linda Mar Pacifica CA 94044
Shopping Center
Emma Lam and Kimberly 760-469-4648 36891 Cook St, Ste 1 Palm Desert CA 92211
Zumbro
Laura Halander 661-618-7591 40814 Cobblestone Ct Palmdale CA 93551 Projected to open
in Santa Clarita,
CA
Kevin Berg and Pamela Berg 818-891-8282 14765 Titus Street Panorama City CA 91402 Projected to open
in Smithfield, NC
James Adamitis and Austin 626-408-6500 600 E Colorado Blvd Pasadena CA 91101 *
Wright
Watchmen Fitness Group, 209-892-4348 1075 Sperry Ave, Ste Patterson CA 95363
LLC D
North Bay Whole Health, 707-779-2155 2620 Lakeville Hwy, Petaluma CA 94954
LLC Ste 310
Urban Enterprise Partners, 510-222-5646 1477 Fitzgerald Dr Pinole CA 94564
Inc.
First Light Fitness 530-295-3600 3964 Missouri Flat Placerville CA 95667
Corporation Rd., Ste I-J
MGC Fitness, LP 858-842-2222 12222 Poway Rd, Ste Poway CA 92064
7
The Master's Holdings, Inc. 831-663-9377 17547 Vierra Canyon Prunedale CA 93907
Rd
Brad Creager and Jennifer 760-315-4040 850 Main St Ramona CA 92065
Creager
Alison Capote and Joseph 909-484-6880 7890 Haven Ave, Ste Rancho CA 91730
Capote 22 Cucamonga
Premier Fitness, LLC 530-255-8087 3325-3331 Placer St Redding CA 96001
Benjamin McCarty and 909-798-5000 500 N Orange St Redlands CA 92374
Amanda McCarty
HUDFIT Corp. 909-874-1600 1154 N Riverside Ave Rialto CA 92376
FDD C-12
Benjamin McCarty and 951-643-3992 3191 B Mission Inn Riverside CA 92507
Michael Rappaport Ave
Sante Wellness, Corp. 951-977-9607 4270 Riverwalk Riverside CA 92505
Pkwy, Suite 112-116
RockSolid Fitness Inc. 916-975-3277 3001 Stanford Ranch Rocklin CA 95765
Rd.
Grant Witham 707-490-4682 1600 Kassidy Place, Rohnert Park CA 94928 Projected to open *
in TBD, CA
GSK Fitness Novato, Inc. 707-490-4682 1600 Kassidy Place, Rohnert Park CA 94928 Projected to open
in Sonora, CA
GSK Fitness Novato, Inc. 707-490-4682 1600 Kassidy Place, Rohnert Park CA 94928 Projected to open
in Oakhurst, CA
North Bay Whole Health, 707-585-8795 939 Golf Course Dr Rohnert Park CA 94928
LLC
Witham Fitness 1, Inc. 707-490-4682 1600 Kassidy Place Rohnert Park CA 94928 Projected to open *
in Valley Springs,
CA
Fazz LLC 916-789-0110 1850 Douglas Blvd, Roseville CA 95661

Ste 204
Jeff Kester 916-481-7555 455 Watt Ave Sacramento CA 95864
Jeff Kester 916-452-5555 6350 Folsom Blvd, Sacramento CA 95819
Ste 160
The Master's Holdings, Inc. 831-751-1622 1594 N Sanborn Rd Salinas CA 93905 *
DDK Corp. 949-276-8888 811 Via Suerte San Clemente CA 92673
DDK Corp. 619-323-1993 3165 Rosecrans St San Diego CA 92110
Darren Naylor, Jonathon 408-839-8385 3437 Rio Bravo Dr San Jose CA 95148 Projected to open
Naylor and Michael Bui in San Jose, CA
Sportschool SJC, LLC 949-481-2220 31107 Rancho Viejo San Juan CA 92675
Rd, Ste 5 Capistrano
MKC Fitness 510-357-7711 1343 Washington Ave San Leandro CA 94577
JMS Capital, Inc. 760-203-4347 1234 E Mission Rd San Marcos CA 92069
FDD C-13
365 Fitness Holdings, LLC 559-399-8080 1132 Academy Ave, Sanger CA 93657
Ste 108
Jason Sanchez 408-244-2884 2718 Homestead Rd Santa Clara CA 95050
King Kermit, LLC 661-250-7191 16676 Soledad Santa Clarita CA 91387
Canyon Rd
Brett Livingstone and Rachel 707-836-6649 3215 Coffey Ln Santa Rosa CA 95403
Livingstone
Callie Baldwin 707-837-7450 6422 Old Redwood Santa Rosa CA 95403
Hwy
Good Vibe Industries 707-538-4888 5761 Mountain Hawk Santa Rosa CA 95409
Way
JDS Fitness, Inc. 707-542-6500 2885 Santa Rosa Ave Santa Rosa CA 95407
Norcal Fitness, Inc. 707-578-4900 620 Larkfield Center Santa Rosa CA 95403
Patrick Kam 707-538-0834 5891 Mountain Hawk Santa Rosa CA 95409 Projected to open
Way in TBD, CA
Michael Witt and Karen Witt 415-480-3838 140 Donahue St Sausalito CA 94965
FF Management, LLC 562-598-2100 2920 Westminster Seal Beach CA 90740

Blvd
Sohail Abdali 805-522-5175 2941 Cochran St Simi Valley CA 93065
The Master's Holdings, Inc. 831-237-5111 2209 H Dela Rosa Sr. Soledad CA 93960
St
Laura Kirley and Paul Kirley 707-938-7238 500 W Napa St, Ste Sonoma CA 95476
536
365 Fitness Holdings, LLC 530-257-7770 2635 Main St Susanville CA 96130
Nahal Ahdoot 818-300-0348 19235 Ventura Blvd Tarzana CA 91356
Jonathan Gross, Michelle 209-839-8204 2620 S Tracy Blvd, Tracy CA 95376 *
Gross, Jesus Solorio, and Ste 120
James Gross
Clear Lake Fitness, LLC 707-468-9999 175 S. Orchard Ave. Ukiah CA 95482
365 Fitness Holdings, LLC 707-685-8000 3001 Alamo Dr Vacaville CA 95687
Allen Coleman and Karen 805-658-1348 2950 Johnson Dr Ventura CA 93003 *
Terveer
FDD C-14
Allen Coleman and Karen 805-628-9161 2700 E Thompson Ventura CA 93003 *
Terveer Blvd
Miraly Fitness LLC 760-947-8900 12044 Dunia Rd., Ste. Victorville CA 92392
H
VM FitBoys II LLC 760-691-2121 1280 E Vista Way Vista CA 92084
SJGS Enterprises, LLC 661-758-1500 2445 Hwy 46, Ste A Wasco CA 93280
Powerhouse Gym & Fitness 916-371-1122 2055 Town Ctr Plz West Sacramento CA 95691
Center, Inc.
Westlake Fitness, LLC 805-379-9909 101 N Westlake Blvd, Westlake Village CA 91362 *
Ste 100
Reid Tileston 530-795-4444 113 Main St. Winters CA 95694
K&D Fitness Group LLC 714-463-6260 21550 Yorba Linda Yorba Linda CA 92887
Blvd, Ste 550 A-C
Eldon Hamrick 907-398-0466 58035 Carlyle Drive Yucca Valley CA 92284 Projected to open
in TBD, CA
Cross Training Investments, 719-589-6520 177 Craft Dr, Ste 102 Alamosa CO 81101
LLC
Cross Training Investments, 303-456-6667 5111 Kipling St, Unit Arvada CO 80033
LLC 530
Justin Sousa and Michael 720-266-1181 6567 Taft Street Arvada CO 80004 Projected to open *
Sousa in TBD, CO
Profectus Investments, LLC 720-738-8800 18148 W 92nd Ln, Arvada CO 80007 *
Unit 200
Runway2Fitness, LLC 303-782-9348 7420 S Gartrell Rd, Aurora CO 80016
Ste C
Ssquared, Ltd. 720-828-8998 5458 S Parker Rd Aurora CO 80015
Benjamin Reese 303-530-7648 6565 Gunpark Dr, Ste Boulder CO 80301
160
Greg Plavidal 303-443-1611 4800 Baseline Rd Boulder CO 80303
Cross Training Assets, LLC 720-609-9200 225 Pavilions Pl Brighton CO 80601
CANON FAMILY FITNESS 719-657-7771 304 N 16th St Canon City CO 81212
LLC and Brent Johnson
FDD C-15
GD3Capital LLC 303-872-8038 794 S Perry St, Unit B Castle Rock CO 80104
Around the Clock Fitness 719-260-2387 820 Village Center Dr Colorado Springs CO 80919
LLC
Bonn Franks 719-284-5200 6945 Austin Bluffs Colorado Springs CO 80923
Pkwy
JIM Enterprises LLC 719-888-6889 1785 E Cheyenne Colorado Springs CO 80906 *
Mountain Blvd
Cross Training Assets, LLC 303-838-1130 10853 US Hwy 285, Conifer CO 80433
Suite C
Daniel Sachtleben and 303-912-8077 10975 Elizabeth Drive Conifer CO 80433 Projected to open *
Roxanne Sachtleben in Buena Vista,
CO
Hecht Wright, LLC 970-874-5000 300 Stafford Ln Delta CO 81416 *
Chris Schultz Fitness, LLC 303-558-1555 1244 E Colfax Ave Denver CO 80218
FG Fitness 1, LLC 720-475-0072 3698 W 44th Ave, Ste Denver CO 80211
G
Kimberly Lewis and William 803-361-7233 5988 N Dallas St Denver CO 80238 Projected to open *
Lewis in Denver, CO
Kimberly Lewis and William 720-242-9948 9165 E Northfield Denver CO 80238 *
Lewis Blvd, Ste 155
Michael Jenulis and Kathryn 303-876-0997 6005 E Colfax Denver CO 80220
Jenulis
Yellowstone Holdings, LLC 303-728-3424 1350 S Colorado Denver CO 80222
Blvd, Ste 140
Fit 4 Life, LLC 970-259-3007 125 Mercado St., Ste. Durango CO 81301
115
Runway 2 Fitness - Elizabeth, 720-502-7676 2340 Legacy Circle Elizabeth CO 80107 *
LLC
James Worrell 720-663-1348 155 W Hampden Ave Englewood CO 80110
Hays Fitness, LLC 308-440-4911 680 Summerset Ct. Estes Park CO 80517 Projected to open
in Hays, KS
FDD C-16
Timothy Kellerman and 303-670-1496 3897 - 3901 Evergreen CO 80439
Jaclyn James Evergreen Pkwy
JIM Enterprises LLC 301-741-8729 7606 Old Spec Rd Falcon CO 80831 Projected to open *
in Colorado
Springs, CO
JIM Enterprises LLC 301-741-8729 7606 Old Spec Rd Falcon CO 80831 Projected to open *
in Castle Rock, CO
Fit For You, LLC 303-772-2660 4445 City Centre Rd, Firestone CO 80504
Ste 100
Christopher Cattolica and 970-223-2248 814 W Drake Rd Fort Collins CO 80526
Ronnie Stuart
HealthNuts, LLC 970-295-4010 302 S College Ave, Fort Collins CO 80524
Ste 110
J & J Enterprise, LLC 719-392-4430 6436 S Hwy 85/87, Fountain CO 80817
Ste F
Roaring Fork Fitness LLC 970-945-6000 7025 Colorado 82, Glenwood Springs CO 81601
Building 1 - Unit 3A
Jessica Grenier and Kevin 727-631-2553 91 River Bend Way Glenwood Springs CO 81601 Projected to open
Grenier in Rifle, CO
Cross Training Investments, 720-746-1000 393 N Washington Golden CO 80403
LLC Ave, Ste B
Hecht Mesa Fitness, LLC 970-242-7200 2740 Hwy 50 Grand Junction CO 81503
Bandon Fitness (Texas), Inc. 970-352-3640 4855 W 10th St Greeley CO 80634
Family Fitness Group, Inc. 970-663-4517 4872 Thompson Pkwy Johnstown CO 80534
T-Hamer Fitness, LLC 720-890-7437 325 Waneka Pkwy Lafayette CO 80026
Kelly Barton 303-419-7246 3948 S Allison Ct Lakewood CO 80235 Projected to open
in Falcon, CO
Anytime 677, LLC 303-948-1911 7580 S Pierce St, Littleton CO 80128
Units 6 & 7
James Ferguson and Jeffrey 303-794-4235 1500 W Littleton Littleton CO 80120
Ferguson Blvd, Stes 100-100B
FDD C-17
OODA Inc. 720-605-7474 5935 S Zang St Littleton CO 80127
Cross Training Investments, 303-776-2633 1111 Francis St Longmont CO 80501
LLC
John Levi Loukonen 970-391-9298 1045 Antila Ave. Loveland CO 80537 Projected to open
in Berthoud, CO
Loveland ATF, LLC 970-203-0800 324 W 37th St, Units Loveland CO 80538
320,324,328
Steve Rand 970-669-1059 1107 Eagle Dr Loveland CO 80537 *
Nicole Grine 970-805-0073 301 S Main St Mead CO 80542
Nicole Grine 720-255-5836 P.O. Box 104 Mead CO 80542 Projected to open *
in Frederick, CO
Nicole Grine 720-255-5836 P.O. Box 104 Mead CO 80542 Projected to open *
in Erie, CO
Nicole Grine 970-578-3550 1750 Broad St Milliken CO 80543 *
Hecht Fitness, LLC 970-249-5557 1544 Oxbow Dr, Ste Montrose CO 81401
270
Spence & Fuselier Fitness, 719-374-5821 1737 Lk Woodmoor Monument CO 80132
LLC Dr
Runway 2 Fitness, LLC 720-936-7059 15778 E Windbreak Parker CO 80134 Projected to open *
Ln in Parker, CO
Daniel Sachtleben and 719-626-2121 9985 D Hwy 50 Poncha Springs CO 81242 *
Roxanne Sachtleben
Double Lane Enterprises, 970-875-1130 1875 Central Park Dr Steamboat Springs CO 80477 *
LLC
Cross Training Assets, LLC 970-522-2500 1115 W Main St Sterling CO 80751
RC Forster Fitness LLC 970-472-6556 6556 Buttercup Dr, Wellington CO 80549
Unit 7
Renewed Fitness LLC 303-427-0365 9910 Wadsworth Westminster CO 80021
Pkwy
Windsor 247 Fitness, Inc. 970-674-3304 1159 W Main St Windsor CO 80550
Fitness 4 U, LLC 860-267-1001 493 Westchester Rd Colchester CT 06415
FDD C-18
Andrew Breton and Scott 860-635-4024 51 Shunpike Rd, Unit Cromwell CT 06416
Regina 51-27
Jeffrey Merriam 860-322-3987 190 Main St Deep River CT 06417
Andrew Breton and Scott 860-871-1234 89 W Rd Ellington CT 06029 *
Regina
Andrew Breton and Scott 860-470-5110 188 Main St Farmington CT 06032
Regina
Andrew Breton & Scott 860-430-5308 38-2868 Main St Glastonbury CT 06033
Regina
Andrew Breton and Scott 860-413-3737 5-9 Bank St Granby CT 06035 *
Regina
Jeffrey Merriam 203-421-2091 492-508 Old Toll Rd Madison CT 06443
Brase, Inc. 860-432-1300 238-A Tolland Tpke. Manchester CT 06042
ATF Newington, LLC 860-770-6013 3310 Berlin Tpke Newington CT 06111
Lymak Fitness, LLC 860-691-1611 17 Liberty Way Niantic CT 06357
Herb Wieland and Elizabeth 860-388-1200 50 Main St Old Saybrook CT 06475
Wieland
Murray Krinsky and Jared 203-713-8686 560 Boston Post Rd. Orange CT 06477
Krinsky
J & TAF, LLC 860-315-9012 62 Providence Pike Putnam CT 06260
Lynnea Mahlke and Axel 860-850-1010 24 Hartford Rd Salem CT 06420 *
Mahlke
ATF Somers, LLC 860-265-3009 95 S. Rd. Somers CT 06071
Andrew Breton and Scott 860-621-7200 825 Queen Street Southington CT 06489 *
Regina
Frank Cappola and Jennifer 718-986-8133 1767 Summer Street Stamford CT 06905 Projected to open
Jose-Cappola in Stamford, CT
AF Dynasty LLC 860-848-0383 2020 Norwich New Uncasville CT 06382
London Tpke, Unit 8
O.I.N.O. G.C., LLC 203-527-5670 152 Chase Ave Waterbury CT 06704
FDD C-19
Andrew Breton 714-717-5613 1110 Boulevard West Hartford CT 06119 Projected to open *
in South Windsor,
CT
Andrew Breton 860-735-3515 1110 Boulevard West Hartford CT 06119 Projected to open *
in Canton, CT
Andrew Breton & Scott 860-570-0123 340 N Main St West Hartford CT 06117
Regina
Andrew Breton and Scott 714-717-5613 1110 Boulevard West Hartford CT 06119 Projected to open *
Regina in Enfield, CT
Andrew Breton and Scott 714-717-5613 1110 Boulevard West Hartford CT 06119 Projected to open
Regina in Newington, CT
Andrew Breton and Scott 860-219-0014 1065 Kennedy Rd Windsor CT 06095 *
Regina
Christian Paris, Robert S. 302-834-2348 235 Governors Pl Bear DE 19701 *
Fitzgerald & Joseph Nastasi
Sr.
Iron Bar, LLC 302-239-4800 702 Lantana Dr Hockessin DE 19707

Second Bloom, LLC 302-212-6151 17400 N Village Main Lewes DE 19958
Blvd
Christian Paris, Robert S. 302-533-7773 247 S Main St Newark DE 19711 *
Fitzgerald and Joseph Nastasi
Sr.
DSN Corporation 302-738-3040 660 Plaza Dr Newark DE 19702

Sites Fitness of Delaware, 302-533-6040 201 Louviers Dr Newark DE 19711
LLC
Christian Paris 302-653-4496 599 Jimmy Dr, Stes Smyrna DE 19977
17,18,19-20
AF Wilmington 1383 LLC 302-475-2400 1812 Marsh Rd Wilmington DE 19810
Church Street Fitness, LLC 703-255-5035 802 Princeton Rd Wilmington DE 19807 Projected to open
in Vienna, VA
Wilfred Ellis 386-518-5277 15202 NW 147th Dr Alachua FL 32615
FDD C-20
Jim's Gyms, LLC 813-641-7171 6110 Hwy 41 N Apollo Beach FL 33572 *
Choate Holdings, LLC 863-240-0871 1309 East Oak St Arcadia FL 34266
Todd Altom 863-965-4695 444 Havendale Blvd Auburndale FL 33823
Richard Hayes, Jr. 863-784-0478 906 US 27 S Avon Park FL 33825
Carle Fitness Centers, LLC 863-537-7123 145 E Van Fleet Dr Bartow FL 33830
GetFit Bayshore Gardens, 941-756-7084 6144 14th St W Bayshore Gardens FL 34207 *
LLC
Jeff Stanton Fitness L.L.C. 239-494-1427 24600 S Tamiami Trl Bonita Springs FL 34134
GetFit Westgate, LLC 941-216-3112 4001 Manatee Ave W Bradenton FL 34205 *
Vanderbrook Ventures, LLC 941-746-5191 4320 E SR-64 Bradenton FL 34208
(Manatee Ave E)
Fitness24 of Florida, Inc. 352-397-4862 19340 Cortez Blvd Brooksville FL 34601 *
Fitness24 of Ridge Manor, 352-667-7700 31182 Cortez Blvd Brooksville FL 34602
LLC
MB Health & Fitness, Inc. 352-569-1015 2221 W. County Rd. Bushnell FL 33513
48, Ste.101
Mills Fitness LLC 904-879-2747 450077 SR 200 Callahan FL 32011
#850STRONG FITNESS 850-640-6150 856 N Tyndall Pkwy Callaway FL 32404
LLC
Cantonment Fitness, LLC 850-937-7660 470 US-29 Cantonment FL 32533
EHB, Inc. 239-549-3488 2708 Santa Barbara Cape Coral FL 33914 *
Blvd
EHB, Inc. 239-283-5900 2354 Surfside Blvd Cape Coral FL 33991 *
SJ Cape Coral, Inc. 239-573-8805 130 S Del Prado Blvd Cape Coral FL 33990
Divita Fitness Corporation 407-636-4000 3950 S US Hwy 17- Casselberry FL 32707
92
KDJ Investment Group, Inc. 352-221-5782 11311 NW 74th Court Chiefland FL 32626 Projected to open
in Chiefland, FL
B. Marc Sinclair 727-216-6378 701 Cleveland St Clearwater FL 33755
David LaGree, April 727-781-2222 30210 US Hwy 19 N Clearwater FL 33761
Calderon and John Nolan
FDD C-21
David LaGree, April 727-712-1575 2522 McMullen Clearwater FL 33761
Calderon and John Nolan Booth Rd, Unit B
Desire to Achieve Fitness, 727-330-7664 1595 S Highland Clearwater FL 33756
LLC
B & A Health Movement, 352-432-3901 2570 E Hwy 50 Clermont FL 34711
Inc.
H & S Fitness, Inc. 352-394-3339 17445 US Hwy 192 Clermont FL 34714
Goodtime Health & Fitness 321-735-4815 2311 SR 524 Cocoa FL 32926 *
LLC
NFG Holdings LLC 850-926-2010 635 Wakulla-Arran Crawfordville FL 32327
Rd
Mark Liptak 352-794-6161 2010 SE US Hwy 19 Crystal River FL 34429
Eric Smith Enterprises Inc. 352-437-5900 14540 7th St Dade City FL 33523
Todd Altom and Bruce Klein 863-439-8202 7982 Lk Wilson Rd Davenport FL 33896
Goodtime Madison LLC 321-301-5520 120 Ivydale Manor Dr Deland FL 32724 Projected to open *
in Madison, FL
Goodtime Health & Fitness 386-259-9894 1382 Howland Blvd Deltona FL 32738 *
LLC
David LaGree, April 727-733-1100 1471 Main St Dunedin FL 34698
Calderon and John Nolan
Mills Fitness LLC 904-432-8120 474285 E. State Rd. Fernandina Beach FL 32034
200
Anytime Wellness, LLC 239-481-2237 9211 College Pkwy Fort Myers FL 33919
Matthew Warner and Aaron 239-931-0983 9861 Bernwood Pl Dr Fort Myers FL 33966
Simpson
Primetime Gyms, LLC 219-771-5318 12561 Villagio Way Fort Myers FL 33912 Projected to open *
in Elgin, IL
Primetime Gyms, LLC 219-771-5318 12561 Villagio Way Fort Myers FL 33912 Projected to open *
in Berry Hill, TN
LK Group Holding Company 772-461-2348 701 Orange Ave Fort Pierce FL 34950
FDD C-22
JWMC ENTERPRISES, LLC 850-586-1747 339 Racetrack Rd Fort Walton Beach FL 32547
NW
Highlands Fitness Inc. 863-546-6010 36 W Wall St Frostproof FL 33843
Fitness Coaching, LLC 352-338-7722 7070 SW Archer Rd Gainesville FL 32608
Rock'n Robin, LLC 850-932-1111 3729 Gulf Breeze Gulf Breeze FL 32563
Pkwy.
JJ & J Fitness, Inc. 863-421-3481 515 US Hwy 17-92 W Haines City FL 33844
Vincent Rossetti 772-545-2030 11690 SE Federal Hobe Sound FL 33455
Hwy
MDL Fitness, Inc. 352-503-6856 5723 S Suncoast Blvd Homosassa FL 34446
BA Fitness LLC 352-274-5175 13235 State Rd 52, Hudson FL 34669 Projected to open
Ste 110 in Tampa, FL
Gold Par Holdings, LLC 727-857-2698 13235 SR-52 Hudson FL 34669
Jessie Feast, Crystal Feast 727-378-1400 13720 Little Rd Hudson FL 34667
and Colleen Tully
Fitness24 of Florida, Inc. 352-400-4894 345 E Highland Blvd Inverness FL 34452 *
Glen Cacciapouti 904-786-7878 1523 Chaffee Rd Jacksonville FL 32221
McKay's Optimal Health, 904-731-7900 5613-2 San Jose Blvd Jacksonville FL 32207
LLC
Michael Brashear 305-741-7754 3104 Flagler Avenue Key West FL 33040
E&A Fitness Inc. 407-978-6944 1713 Business Ctr Ln Kissimmee FL 34758
ATF Villages, Inc 352-633-0868 510 E Hwy 466 Lady Lake FL 32159
GLH Fitness, Inc. 863-659-1647 138 Plz Ave Lake Placid FL 33852
Lake Wales Fitness, LLC 863-678-9999 1318 SR 60 Lake Wales FL 33853
T & F Health Services Inc. 863-949-4819 23749 Hwy 27 Lake Wales FL 33859
CNFJ Fitness, LLC 863-800-0207 4695 E CR-540A Lakeland FL 33813 *
Fitness Partners Holdings PA 818-219-4993 7561 Divot Loop Lakewood Ranch FL 34202 Projected to open *
OZ, LLC in Clarion, PA
Fitness Partners Holdings PA 818-219-4993 7561 Divot Loop Lakewood Ranch FL 34202 Projected to open
OZ, LLC in Meadville, PA
FDD C-23
Fitness Partners Holdings PA 818-219-4993 7561 Divot Loop Lakewood Ranch FL 34202 Projected to open
OZ, LLC in Barnham, PA
Fitness Partners Holdings 818-219-4993 7561 Divot Loop Lakewood Ranch FL 34202 Projected to open *
PA, LLC in Ebensburg, PA
Jason Krick 815-973-4791 14528 Whitemoss Lakewood Ranch FL 34202 Projected to open
Terrace in Genoa, IL
Logic Fitness, LLC 727-388-7009 5395 E Bay Dr Largo FL 33764
Simply FIT, LLC 727-286-5050 12955 Seminole Blvd Largo FL 33778
Triumph Fit, Inc. 727-388-9010 11700 Oakhurst Rd Largo FL 33774
Mark Liptak 352-270-8868 2668 W Woodview Lecanto FL 34461
Ln
KT Management, Inc. 352-742-2008 10700 US Hwy 441, Leesburg FL 34788
Stes 106-107-108
Michael Brashear 407-756-6236 10700 US-441, Ste Leesburg FL 34788 Projected to open
106 in Marathon, FL
Ronald Rigaud and Monica 813-438-8474 16144 Churchview Lithia FL 33547
Rigaud Dr. Ste 201, (Second
Floor)
ANV Fitness, LLC 813-575-8879 1408 N Dale Mabry Lutz FL 33548
Hwy
GMJ Fitness, LLC 904-397-0370 788 S 6th St MacClenny FL 32063
Southside Fitness, LLC 321-473-8923 1515 Palm Bay Rd Melbourne FL 32905
Southside Fitness, LLC 321-242-0525 1270 N Wickham Rd Melbourne FL 32935
Suntree Fit LLC 321-622-6750 6300 N Wickham Rd Melbourne FL 32940 *
Adamson Enterprises, Inc. 850-623-3348 6568 Caroline St Milton FL 32570
JAX ATF1 LLC and 904-643-7999 5797 Highland Lake Milton FL 32583 Projected to open
Contressa Adamson Drive in Jacksonville, FL
Todd Adamson 850-736-3010 5797 Highland Lake Milton FL 32583 Projected to open
Drive in Pace, FL
Ararat Fitness, LLC 352-308-8126 17195 US Hwy 441 Mt. Dora FL 32757
Fitness by Pete, LLC 239-261-2610 13040 Livingston Rd., Naples FL 34105
Unit 17-18
FDD C-24
Woehrle Health & Fitness, 239-659-2002 9960 Business Crl, Naples FL 34112
Inc. Ste 1
Woehrle Health and Fitness 2 239-262-3348 7550 Mission Hills Dr Naples FL 34119
LLC
Stacey Nunez and Shelton 850-496-4621 2125 Vizcaya Dr Navarre FL 32566 Projected to open
Nunez III in Navarre, FL
Trinity GPH LLC 727-992-2228 8847 Mitchell Blvd New Port Richey FL 34655 *
SH Capital AT-2 LLC 941-426-9017 1151 S Sumter Blvd North Port FL 34287 *
Delany Fitness, LLC 352-624-7393 3290 SE. 58th Ave. Ocala FL 34480
Mark Liptak 352-237-8335 8585 SW Hwy 200, Ocala FL 34481
Ste 17
OMT Fitness Inc. 352-237-1848 3930 SW. 42nd St., Ocala FL 34474
Ste. 103
RZ Fitness LLC 407-588-1596 9679 W. Colonial Dr Ocoee FL 34761
Lions Den Fitness, LLC 813-333-9900 16244 State Rd 54 Odessa FL 33556
James Magliulo 813-926-6777 141 Brent Circle Oldsmar FL 34677 Projected to open
in Odessa, FL
Blue Star Investments, LLC 407-985-5849 4112 W. Town Ctr. Orlando FL 32837
Blvd.
GKJRWPFL Inc. 407-573-2500 2300 S Chickasaw Orlando FL 32825
Trail
Nicholas and Manuela Pitta 407-532-3344 2425 A S Hiawassee Orlando FL 32835
Carter Rd
NSY, Inc. 407-482-2888 4446 Curry Ford Rd Orlando FL 32812
PD Jaamm, LLC 407-917-3727 13807 Landstar Blvd, Orlando FL 32824
Ste 160
Westlake Fitness, LLC 813-361-8354 12054 Lazio Lane Orlando FL 32847 Projected to open *
in TBD, CA
Gym Dawg, LLC 386-677-8600 302 N Nova Rd Ormond Beach FL 32174
Springer Ventures, LLC 941-441-9600 1276 S Tamiami Trail Osprey FL 34229
FDD C-25
David DeMerchant and 321-821-4640 580 Malaber Rd SE Palm Bay FL 32907
Joseph Luther
LLL & Associates, LLC 772-223-5515 4185 SW. High Palm City FL 34990
Meadows Ave.
James & Carmen Buckmeier 386-445-4945 260 Cypress Edge Palm Coast FL 32164
Dr., Ste. 106
Florida Fitness 8, LLC 727-266-4126 679 Alderman Rd Palm Harbor FL 34683
VMP Fitness, LLC 727-330-7545 4942 Ridgemoor Blvd Palm Harbor FL 34685
GetFit Ventures, LLC 941-417-7432 609 10th St E Palmetto FL 34221 *
Lead-2-Inspire Group, LLC 954-346-2002 7613 N SR 7 Parkland FL 33067
AMS 24/7 Fitness, Inc. 941-981-3821 8332 US 301 N. Parrish FL 34219
Adamson Fitness LLC 850-497-6644 3 W. Nine Mile Rd, Pensacola FL 32534
Ste 8
New Life Fitness2, LLC 850-435-4300 9075 W Hwy 98 Pensacola FL 32506
New Life Fitness2, LLC 850-969-1348 6301 N 9th Ave, Ste Pensacola FL 32504
3-5
Rock'n Robin, LLC 850-469-1144 100 S. Alcaniz St. Pensacola FL 32502
R&R ShapeUp LLC 727-388-9015 7620 66th St Pinellas Park FL 33781
Egression, Inc. 813-567-1057 2402 James L. Plant City FL 33566
Redman Pkwy
A & C Fitness Corp 407-847-4144 1064 Cypress Pkwy Poinciana FL 34759
XTremeTB, Inc. 561-757-1923 1161 S Federal Hwy Pompano Beach FL 33062 Projected to open *
in Fort Lauderdale,
FL
XTremeTB, Inc. 561-757-1923 1161 S Federal Hwy Pompano Beach FL 33062 Projected to open *
in TBD, FL
Big D Fitness, LLC 904-395-2500 880 A1A N, Ste 17B Ponte Vedra FL 32082 *
Beach
SH Capital AT-LLC 941-764-7227 24001 Peachland Port Charlotte FL 33954 *
Blvd, Unit 10
FDD C-26
North Star Fitness Centers, 386-243-5640 3761 S Nova Rd Port Orange FL 32129
Inc.
Fitness24 of Port Richey 727-835-5550 10053 US-19 Port Richey FL 34668
LLC
Anytime PSL, LLC 772-344-6620 230 SW Port Saint Port Saint Lucie FL 34984
Lucie Blvd
Matthew Manciagli and 772-343-0758 802 SE Becker Rd Port St. Lucie FL 34984
Nunzio Manciagli
Karo Brothers, Inc. 941-347-8540 3941 Tamiami Tr, Punta Gorda FL 33950
Unit 3165
DPGC Fitness, LLC 813-677-4800 13184 US Hwy 301 S Riverview FL 33579
JWMC Enterprises, LLC 813-269-8463 10875 Bloomingdale Riverview FL 33578
Ave
Amber Davidson and Robert 941-828-0151 41 Chailett Rd Rotonda West FL 33947
Kaleda
Ancient City Fitness 904-297-2300 4010 US Hwy 1 S Saint Augustine FL 32086
Ventures, Inc.
GetFit Ventures, LLC 224-250-0320 4675 Dolphin Cay Saint Petersburg FL 33711 Projected to open *
Lane S in Palmetto, FL
Bo Kern 940-390-9011 183 Bay Circle Drive Santa Rosa Beach FL 32459 Projected to open *
in Santa Rosa, FL
Fairchild Fitness Inc. 941-926-3300 4057 Clark Rd Sarasota FL 34233
Goodtime Health & Fitness, 941-227-3481 1058 N Tamiami Trl Sarasota FL 34236
LLC
Sergei Jazexhiu and Biklen 941-358-5551 8309 Lockwood Sarasota FL 34243
Jazexhiu Ridge Rd
Hughes Capital Group LLC 772-589-4486 9360 90th Ave, Ste Sebastian FL 32958
105
Cronin Enterprises, Inc. 352-556-4829 4207 Mariner Blvd Spring Hill FL 34609
Fitness Tennessee VI, LLC 352-606-2842 1267 Wendy Ct Spring Hill FL 34607
Peter McNamara 352-799-9200 14223 Powell Rd Spring Hill FL 34609
S & S Fitness, LLC 727-502-9100 900 Central Ave St Petersburg FL 33705
FDD C-27
Go Team Orange, LLC 904-540-3356 233 Fiddlers Point St. Augustine FL 32080 Projected to open *
Drive in St Johns, FL
Goodtime Health & Fitness 407-891-9111 3380 Canoe Crk. Rd. St. Cloud FL 34772 *
LLC
David LaGree 727-954-3492 10660 Gandy Blvd N St. Petersburg FL 33702
Florida Fitness 49th Street, 727-388-9766 3725 49th St N St. Petersburg FL 33710
LLC
Michael Murphy 727-864-0333 4949 34th St S St. Petersburg FL 33711 *
Michael Murphy 727-345-1213 6800 Gulfport Blvd S St. Petersburg FL 33707 *
Victor Ravelo 904-964-3488 448 W Madison St Starke FL 32091
ATF Summerfield, Inc. 352-307-0700 16770 S Hwy 441, Ste Summerfield FL 34491
605
Freedom Fitness, LLC 813-812-6248 3730-3846 SR-674 Sun City Center FL 33573
Yousef Musleh 954-749-8600 10144 W Oakland Sunrise FL 33351
Park Blvd
James Slack 850-671-2225 3219 Apalachee Pkwy Tallahassee FL 32311
J-Fit, Inc. 850-385-2348 6615 Mahan Dr, Ste Tallahassee FL 32308
310
NFG Holdings LLC 850-561-1348 1940 Monroe St Tallahassee FL 32303
Baron Forkush and Sheng 813-886-9747 8424 W Hillsborough Tampa FL 33615
Jiang Ave
Bosstinnett Enterprises, LLC 559-544-9418 9575 Cavendish Dr Tampa FL 33626 Projected to open
in Tampa, FL
Fitness Professional 1, LLC 813-392-2728 2905 W Kennedy Tampa FL 33609
Blvd
Fitness24 of North Tampa, 813-264-1861 11113 N Dale Mabry Tampa FL 33618
LLC Hwy
Florida Fitness 7, LLC 813-792-2900 9602 W Linebaugh Tampa FL 33626
Ave
Williams Wellness Group, 813-220-6348 10567 Coral Key AvE Tampa FL 33647 Projected to open
LLC in Wesley Chapel,
FL
FDD C-28
Hollie Weinheim 727-943-0400 402 S Pinellas Ave Tarpon Springs FL 34689
WAGFL, LLC 813-425-5000 9225 N 56th St Temple Terrace FL 33617
John Harshman and Theresa 321-264-0304 722 Cheney Hwy Titusville FL 32780
Harshman
Treasure Coast Health and 772-562-5090 755 27th Ave SW, Vero Beach FL 32968
Fitness, LLC Ste. 5
Wauchula Health and Fitness, 863-767-1555 1030 S 6th Ave Wauchula FL 33873
Inc.
Tyler Pohjolainen 352-293-3844 9573 Commercial Weeki Wachee FL 34613 *
Way (US-19)
Carle Fitness Centers, LLC 813-994-1912 27325 Wesley Chapel Wesley Chapel FL 33543 *
Blvd
MJPK Enterprises, Inc. 813-929-3191 1041 Bruce B Downs Wesley Chapel FL 33544
Blvd, (New Tampa)
Robert Jenkins 302-379-2233 30734 Chesapeake Wesley Chapel FL 33543 Projected to open
Bay Drive in Tampa, FL
Vincent Borriello 561-508-9393 6901 Okeechobee West Palm Beach FL 33411
Blvd
Michael Brashear and 352-399-2977 6866 E SR-44 Wildwood FL 34785
Lawrence E. Taylor
Shahnaz Kanani 407-222-2227 7525 Tattant Blvd Windermere FL 34786 Projected to open
in Apopka , FL
WAGFL, LLC 407-217-6496 10665 Village Lake Windermere FL 34786
Road, Ste 100
Bruce Klein 845-494-3199 9279 Busaco Parkway Winter Garden FL 34787 Projected to open
in Winter Garden,
FL
Tin2 Fitness Inc. 407-554-5141 14131 West Colonial Winter Garden FL 34787
Dr
FDD C-29
Tin2 Fitness Inc. 407-587-9500 4918 Wildwood Point Winter Garden FL 34787 Projected to open
Rd in Williamsburg,
FL
W H Fitness Corporation 863-280-6954 710 Cypress Gardens Winter Haven FL 33880

Blvd.
Perks Fitness Holdings, LLC 321-972-5833 958 Orange Ave. Winter Park FL 32789
Mills Fitness LLC 904-225-8400 463688 SR 200 Yulee FL 32097
Carle Fitness Centers, LLC 813-815-9021 34617 SR-54 W. Zephyrhills FL 33541
Carle Fitness Centers, LLC 813-395-5963 7341 Gall Blvd Zephyrhills FL 33541 *
Tyler Pohjolainen 813-385-1322 7628 Weehawken Dr Zephyrhills FL 33540 Projected to open *
in Tampa, FL
Faith and Fitness, LLC 770-966-1200 2483 Cedarcrest Rd Acworth GA 30101
Faith and Fitness, LLC 770-421-6000 1727 Mars Hill Rd, Acworth GA 30101
Ste 13
Genesis Fitness Centers, Inc. 229-223-3195 1221 W 4th St Adel GA 31620
SR&M Strength of Alma, 912-632-8223 1020 S Pierce St Alma GA 31510

Inc.
DHL, Inc. 770-558-4564 5905 Atlanta Hwy Alpharetta GA 30004
Fitzpatrick Enterprises 770-751-1837 270 Rucker Rd Alpharetta GA 30004
Fitness Inc.
Fitzpatrick Enterprises 678-585-6609 8465 Holcomb Brg Alpharetta GA 30022
Fitness Inc. Rd
SH Capital GAT-4 LLC 706-353-6455 3190 Atlanta Hwy, #1 Athens GA 30606
SH Partners LLC 706-850-8882 4050 Lexington Rd Athens GA 30605
Robert Holloway 404-963-5739 1375 Peachtree St NE Atlanta GA 30309
SH CAPITAL GAT-7 LLC 404-343-6017 4920 Roswell Rd NE Atlanta GA 30342
SH CAPITAL GAT-8 LLC 404-549-3523 550 Pharr Rd NE Atlanta GA 30305
SH Capital GAT-3 LLC 770-339-0134 1654 Atlanta Hwy Auburn GA 30011
Jim Slack 229-246-0021 1415 Tallahassee Bainbridge GA 39819
Hwy
FDD C-30
SR&M Anytime of 678-359-1800 816 College Dr Barnesville GA 30204 *
Barnesville, Inc.
SR&M Wellness of Baxley, 912-705-3488 214 Central St Baxley GA 31513
Inc.
Youmans Fitness, LLC 912-807-1110 322 Main St Blackshear GA 31516
Nobileo LLC 770-967-1296 5757 Old Winder Braselton GA 30517
Hwy
CEB Fitness Enterprises, 912-275-8005 24 Canal Rd Brunswick GA 31525
LLC
RTFM Solutions LLC 470-589-7003 1328 Buford Hwy NE Buford GA 30518 *
AFHickory, LLC 770-345-4387 6776 Hickory Flat Canton GA 30115
Hwy
AFHolly, LLC 770-720-1831 3753 Marietta Hwy, Canton GA 30114
#125
AFRiverstone, LLC 678-880-1776 110 Bluffs Pkwy Canton GA 30114
Jeff O'Mara and Shane 770-387-0784 10 Slopes Dr. Cartersville GA 30120
Barker
Jeffrey O'Mara 470-227-8100 790 Euharlee Rd Cartersville GA 30120 *
Get Some II, LLC 706-865-6461 1801 Hwy. 129 S., Cleveland GA 30528
Ste. A-C
BAK Fitness LLC 706-530-5900 7600 Schomburg Rd Columbus GA 31909
DHL 1, LLC 770-844-9552 1735 Buford Hwy Cumming GA 30041
Harris Enterprises II, LLC 770-888-9979 3545 Rowe Lane Cumming GA 30041
RTFM Solutions LLC 770-366-7386 7510 Antique Barn Cumming GA 30041 Projected to open *
Ave in TBD, GA
RTFM Solutions LLC 770-366-7386 7510 Antique Barn Cumming GA 30041 Projected to open *
Ave in TBD, GA
Wes Shemwell 678-455-7477 515 Sawnee Corners Cumming GA 30040
Blvd, Suite 400
SH Capital Gat-6, LLC 770-236-8700 720 Dacula Rd, Ste Dacula GA 30019
3A
RTFM SOLUTIONS LLC 770-614-8588 2240 Hamilton Creek Dacula (Hamilton GA 30019
Parkway, Ste 500 Mill)
FDD C-31
Harris Enterprises II, LLC 706-216-2200 142 Prestige Ln, Stes Dawsonville GA 30534
400-600
Extreme Body Fitness, LLC 770-674-4185 4760 Flat Shoals Decatur GA 30034
Pkwy
Bfit AF LLC 912-331-1501 1310 S. Madison Ave. Douglas GA 31533
C&NB Enterprises llc 478-353-1041 2103 Veterans Blvd Dublin GA 31021
JHF Enterprises LLC 770-232-4949 2615 Peachtree Duluth GA 30097
Industrial Blvd
Moulton Fitness LLC 706-697-3488 96 Craig St, Stes 101- Ellijay GA 30540
102
Ultimate Extreme Fitness, 727-421-3773 150 White Oak Ridge Ellijay GA 30530 Projected to open *
LLC in TBD, FL
Evans Wellness, LLC 706-503-5353 3110 William Few Evans GA 30809
Pkwy
KAS Enterprises of GA, Inc. 678-450-1120 4029 Winder Hwy., Flowery Branch GA 30542 *
Ste. 410-420
S&R Fitness, Inc. 912-496-7200 3658 S 2nd St Folkston GA 31537
Phyllis Burns 770-535-0424 1500 Browns Rdg Rd, Gainesville GA 30501
Unit M1-B
Uzair, Inc. 912-822-1348 108 China St Glennville GA 30427
Ultimate Health & Fitness, 706-910-1220 107 E Robinson Ave Grovetown GA 30813
Inc.
Total Fitness Hampton, LLC 770-473-6065 11191 Tara Blvd Hampton GA 30228
Edward Blanchard 912-551-9134 124 E Jarman St, Ste Hazlehurst GA 31539
7
Kaylee AF LLC 912-369-4967 435 EG Miles Pkwy Hinesville GA 31313
SH Capital GAT-2 LLC 706-654-2909 6055 Hwy 124 W Hoschton GA 30680
Ultimate Extreme Fitness, 706-253-5555 1101 Old Philadelphia Jasper GA 30143 *
LLC Rd
Thomas Cornett 912-415-7049 348 S 1st St Jesup GA 31545
Thomas Green 678-713-8373 9945 Jones Bridge Rd Johns Creek GA 30022
Mills Fitness LLC 912-882-5500 109 Haddock Rd Kingsland GA 31548
FDD C-32
Goodtime Lakeland LLC 229-999-9868 81 South Valdosta Rd Lakeland GA 31635 *
ATL Fit LLC 770-237-9707 3153 Sugarloaf Pkwy, Lawrenceville GA 30045
#106
TITAN1, LLC 770-338-1363 1475 Buford Dr, Ste Lawrenceville GA 30043 *
400
Avenger Fitness, LLC 229-435-6300 1555 Hwy 19 S, Unit Leesburg GA 31763
14
Jonathan Moore 770-466-8226 4060 Atlanta Hwy, Loganville GA 30052
Ste 1232
NCT Ventures, LLC 770-702-1080 4875 Floyd Rd SW Mableton GA 30126 *
ATLGYMMAC, LLC 770-345-4313 8016 Cumming Hwy, Macedonia GA 30115
Ste 301
Julian Segar and Judson 678-409-3858 1130 Warm Springs Manchester GA 31816
Zachary Hwy
Jamfusion Fitness, LLC 678-909-5095 4880 Lower Roswell Marietta GA 30068
Rd, Ste 520
KC Fitness LLC 770-592-5650 3595 Canton Rd Marietta GA 30066
Absolute Health & Fitness, 706-364-2447 341 Fury's Ferry Rd., Martinez GA 30907
Inc. Ste. 2
Complete Health & Fitness, 706-364-2418 4497-4 Columbia Rd. Martinez GA 30907
Inc.
Marty Weatherford 770-266-6094 134 MLK Jr Blvd Monroe GA 30655
Adam Gatzemeier 229-668-2348 803 1st Ave SE Moultrie GA 31768
SR&M Fitness of Nashville, 229-686-1888 105 E Washington Nashville GA 31639
Inc. Ave
Jeff and Sheri Rhodes 229-796-9040 202 E 4th St Ocilla GA 31774
Get Some, LLC 678-364-8787 1259 N Peachtree Peachtree City GA 30269
Pkwy
Southeast Fitness Group LLC 470-448-3912 3435 Medlock Bdg Peachtree Corners GA 30092
Rd
SR&M Health of Perry, Inc. 478-987-3333 1040 Macon Rd Perry GA 31069
FDD C-33
Savannah Fitness Group, Inc. 912-748-3334 44 Traders Way Pooler GA 31322
Eason Cable Enterprises LLC 912-557-1910 125 W Brazell St Reidsville GA 30453

A Legge Up, LLC 912-226-6626 10200 Ford Ave Richmond Hill GA 31324
Thomas Cornett 912-826-0110 501 N Ridge St Rincon GA 31326
Matt Lein 770-241-1086 9420 Willeo Rd Roswell GA 30075
SR&M Energy of 478-412-2770 618 South Harris St Sandersville GA 31082 *
Sandersville, Inc.
Savannah Fitness Group, Inc. 912-897-1499 119 Charlotte Rd Savannah GA 31410
Savannah Fitness Group, Inc. 912-495-8485 50 Berwick Blvd, Savannah GA 31419

Suite 160,170-180
Zachary Anderson 912-434-6446 16 Boardwalk Drive St Simons Island GA 31522
Mills Fitness LLC 912-729-2447 2800 Osborne Rd St. Mary's GA 31558

Point Satellite Fitness, LLC 770-400-0989 302 Satellite Blvd NE Suwanee GA 30024
Goodtime Health & Fitness, 229-226-6643 2734 E. Pinetree Blvd Thomasville GA 31792
LLC
Miles E. Sears and Ray 229-387-3486 189 Virginia Ave S Tifton GA 31794
Hedgecock
A & E Fitness 229-247-9925 3143 C N. Ashley St. Valdosta GA 31602
Eason Cable Enterprises LLC 912-537-2592 603 E 1st St Vidalia GA 30474
SH Capital GAT-1 LLC 770-307-6865 217 E May St Winder GA 30680
Band of Brothers Fitness 808-200-1400 99-084 Kauhale St Aiea HI 96701
Hawaii, LLC
Band of Brothers Fitness 808-744-5300 625 Cooke St Honolulu HI 96813
Group Kakaako, LLC
TJ Fitness, LLC 808-373-6746 26 Hoolai St Kailua HI 96734 *
JC Fitness, LLC 808-343-6791 563 Farrington Hwy Kapolei HI 96707 *
FDD C-34
Bethany Ross and Kalani 808-856-0229 840 Wainee St , Ste E Lahaina HI 96761
Ross 1-3
Pukalani Fitness, LLC 808-633-6463 24 Kiopaa St Pukalani HI 96768
Kurt R. Higa 808-244-2348 54 Maui Lani Pkwy, Wailuku HI 96793
Shops C, Store No.
CC2
JLB Fitness, LLC 515-993-3333 215 S 6th St, Ste A Adel IA 50003
247 Fitness, LLC 515-395-2472 1502 N Hwy 169 Algona IA 50511
Altoona Fitness Center, LLC 515-967-9222 160 Adventureland Altoona IA 50009
Dr, Ste E
Ames One Fitness, LLC 515-233-1353 823 Wheeler St, Ste 6 Ames IA 50010
Ames Three Fitness, LLC 515-232-9539 414 S 17th St Ames IA 50010
Ames Two Fitness, LLC 515-268-0444 5820 W Lincoln Way, Ames IA 50014
Ste 103
K&K Jord, Inc. 515-965-4246 2505 SW White Birch Ankeny IA 50023
Dr
Kirk Jordison and Kelly 515-965-8844 2785 N Ankeny Blvd, Ankeny IA 50021
Jordison Ste 15 - Briarwood
Ctr
J & A Fitness, LLC 712-243-8500 1520 E. 7th St. Atlantic IA 50022
SBEU, Inc. and Jessica 563-505-9025 3260 Rdg Pointe Rd Bettendorf IA 52722
Serrano
Don C. Romig II and Jeff R. 515-432-9400 1312 S Marshall St Boone IA 50036
Claman
Laurant Fitness, LLC 712-792-7791 1205 Hwy. 30 W. Carroll IA 51401
Chris Evers 319-550-0216 806 34th St SE Cedar Rapids IA 52403
TS Fitness, Inc. 319-899-7447 3140 16th Ave SW Cedar Rapids IA 52404
Anthony Burrier 319-359-8723 2441 James St, Ste 2 Coralville IA 52241
Richard Helm 712-256-9889 5005 Providence rd Council Bluffs IA 51503 Projected to open
in Council Bluffs,
IA
DAV ATF, LLC 563-345-7777 229 Brady St, Ste 100 Davenport IA 52801
FDD C-35
Kare4 Fitness, LLC 563-445-2222 5260 Northwest Blvd, Davenport IA 52806
Ste 4
Ahlstrom Fitness Consulting, 563-382-2323 915 Short St, Ste 185 Decorah IA 52101
LLC
Salus, LLC 712-263-3488 509 Hwy 39 Denison IA 51442
A.L. Edge, LLC 515-287-0066 5921 SE. 14th St. Des Moines IA 50320
JMG Holdings, LLC 515-288-0151 300 W Martin Luther Des Moines IA 50309
King Jr. Pkwy
TS Fitness, Inc. 515-274-2100 2815 Beaver Ave, Ste Des Moines IA 50310
206
Dubuque ATF, LLC 563-845-7779 2255 John F. Kennedy Dubuque IA 52002
Rd.
Jack Von Bank 712-362-1348 2508 Central Ave Estherville IA 51334
Investments in Health, LLC 515-576-1348 16 N 29th St Fort Dodge IA 50501
TKO FITNESS LLC 712-527-9800 1207 S. Locust St. Glenwood IA 51534
Kirk Jordison and Joseph 515-300-9262 255 SW Brookside Dr Grimes IA 50111
Nguyen
Thalberg Enterprises, Inc. 641-236-5200 105 W St S, Ste A Grinnell IA 50112
North Fayette Fitness, LLC 563-252-3100 419 S Hwy 52 Guttenberg IA 52052
Story County Fitness LLC 515-597-4766 700 US-69 Huxley IA 50124
BW Fitness, LLC 515-961-8848 402 N Jefferson Way Indianola IA 50125
TS Fitness, Inc. 319-338-2447 613 Eastbury Drive Iowa City IA 52245
TS Fitness, Inc. 319-337-3100 458 Hwy 1 W Iowa City IA 52246
Eric Plunkett 515-708-0178 9123 NW 73rd St Johnston IA 50131 Projected to open
in Polk City, IA
K&KJORD, INC. 515-334-3488 8805 Chambery Blvd Johnston IA 50131
Priebe Fitness, Inc. 319-524-3044 123 Blvd Rd Keokuk IA 52632
D n L Investments Inc. and 641-842-2447 213 Roche St Knoxville IA 50138
Barry Westerkamp
Salus, LLC 712-548-4445 983 Hawkeye Ave Le Mars IA 51031
SW, Bay #8
FDD C-36
TS Fitness, Inc. 319-373-2747 501 7th Ave Marion IA 52302
Chris Evers 319-385-2033 700 N Grand Ave Mt. Pleasant IA 52641
724 x 2, LLC 563-263-3488 1903 Park Ave Muscatine IA 52761
Nevada AF, LLC 515-382-2424 1818 Fawcett Pkwy Nevada IA 50201
R Fitness, Inc. 641-792-3880 1707 1st Ave E Newton IA 50208
Anthony Burrier 319-594-8331 650 Community Dr, North Liberty IA 52317
Ste A
WIN Fitness, Inc. 515-953-0004 1101 Chatham Ave Norwalk IA 50211
Fitness an Even Better Way, 641-673-5560 209 Cornerstone Dr Oskaloosa IA 52577
LLC
Mike Hogan, Tom Gilles, and 641-684-6606 852 Quincy Ave Ottumwa IA 52501
Travis Salter
AT Pella, Inc. 641-628-3488 819 Broadway St Pella IA 50219
Dave Ringgenberg 515-266-6040 4490 E University Pleasant Hill IA 50327
Ave
Salus, LLC 712-224-2475 4700 Morningside Sioux City IA 51106
Ave.
Salus, LLC 712-580-3788 504 Grand Ave Spencer IA 51301
Salus, LLC 712-213-2470 1231 Lake Ave. Storm Lake IA 50588
Thalberg Enterprises, Inc. 641-484-5515 106 Hwy 30 Toledo IA 52342
Ever Sky, LLC 515-331-3600 8405 Hickman Rd Urbandale IA 50322
2 and 1 Fitness, LLC 319-232-4200 1150 Flammang Dr., Waterloo IA 50702
Ste. 100
R Fitness, Inc. 515-987-6543 790 Alice's Rd Waukee IA 50263
Waverly Fitness, LLC 319-483-9000 1261 4th St SW Waverly IA 50677
Justin Elefson 515-440-2348 13435 University West Des Moines IA 50325
Ave, Suite 400
P & T Holdings, LLC 515-225-3224 1925 Grand Ave West Des Moines IA 50265
North Fayette Fitness, LLC 563-422-3100 313 Hwy 150 N West Union IA 52175
Huck's Gym LLC 208-523-9675 1615 S Midway Ave Ammon ID 83406
FDD C-37
Acrux Investments, LLC 208-782-2348 1265 Pkwy Dr Blackfoot ID 83221 *
Boise Fitness LLC 208-273-5355 6582 S. Federal Way Boise ID 83716 *
Boise Fitness LLC 208-273-5590 6573 Overland Rd Boise ID 83709
RDI Corporation 208-344-4284 1746 W. State St. Boise ID 83702
KZFit, LLC 208-679-3668 749 N Overland Ave Burley ID 83318 *
Fit Forward LLC 208-459-6818 2621 S 10th Ave, Ste Caldwell ID 83605
102
Gregory Martin 208-292-4911 1116 Sherman Ave Coeur d’Alene ID 83814
BLLenz Fit LLC 208-966-4253 370 E Kathleen Ave Coeur d'Alene ID 83815 *
TKJ, LLC 208-354-9675 1251 Arrowhead Plz Driggs ID 83422
Owyhee Fitness and 208-939-5900 350 S Eagle Rd Eagle ID 83616 *
Recreation, LLC
McGym, LLC 208-542-9675 2141 W Broadway St Idaho Falls ID 83402
M1 Wellness Group, LLC 208-743-7100 102 Thain Rd Lewiston ID 83501
Hess Fitness Enterprises Inc 208-884-3338 80 E Ustick Rd Meridian ID 83646
TK Fit, LLC 208-882-3100 436 N. Main St. Moscow ID 83843
Elmo Fitness LLC 208-587-4122 2600 American Mountain Home ID 83647
Legion Blvd, Ste 110
Fit Forward LLC 208-461-6655 2926 E Greenhurst Rd Nampa ID 83686
Fit Forward LLC 208-465-4400 355 Caldwell Blvd Nampa ID 83686
River City Anytime, LLC 208-773-5900 900 N. Hwy 41, Suite Post Falls ID 83854
6
Anytime Fitness Rexburg, 208-656-9675 859 S Yellowstone Rexburg ID 83440
LLC Hwy, Ste 700
Steven Bingham and Neil H. 208-745-0123 711 Rigby Lake Dr, Rigby ID 83442
Bingham Ste 110-1
Acrux Investments, LLC 208-357-7490 301 Anderson Rd Shelley ID 83274 *
McGym, LLC 208-534-9367 104 N Bridge St St. Anthony ID 83445
Owyhee Fitness and 208-286-0943 11221 W Hercules Dr, Star ID 83669
Recreation, LLC #105
KZ Fit, LLC 208-736-3881 562 Blue Lks Blvd N Twin Falls ID 83301 *
FDD C-38
Mindful Life, LLC 630-556-8668 96 West Lake Street Addison IL 60101 *
Livin' Life Fit, LLC 847-395-2424 474 Orchard St Antioch IL 60002
Mindful Life of Arlington 847-483-5678 1429 E Palatine Rd Arlington Heights IL 60004 *
Heights, LLC
Primetime Gyms, LLC 224-347-2914 1245 W Dundee Rd Arlington Heights IL 60004 *
3 Sixty, LLC and Travis 630-851-4961 1137 N Eola Rd, Ste Aurora IL 60502 *
Francis 119
GEM Fitness, LLC 630-492-1496 1311 Butterfield Rd Aurora IL 60502
Michael Lewandowski, 331-300-2180 1923 W Galena Blvd Aurora IL 60506
Yousef Musleh and Abed
Hamdan
BARTLETT FITNESS INC. 630-823-8250 830 Rte 59 Bartlett IL 60103

Khaleel Musa and Saleh 630-354-7777 1061 S York Rd Bensenville IL 60106
Musa
Leveled Up Ventures LLC 309-231-2473 8 Pebblebrook Ct Bloomington IL 61705 Projected to open *
in Bloomington, IL
Dave Burisek 630-988-1396 816 Bellflower Lane Bolingbrook IL 60440 Projected to open
in Bolingbrook , IL
James Janetopoulos 708-829-8003 3734 Forest Ave Brookfield IL 60513 Projected to open
in La Grange, IL
ALJU CORPORATION 847-462-9535 504 NW Hwy, #100 Cary IL 60013
Aaron Mullet 217-417-7169 109 W John St Champaign IL 61820
A&R Fitness, LLC 773-977-1300 4022 N Rockwell St Chicago IL 60618
Getting Better Chicago, LLC 773-654-3244 5417 N Broadway St Chicago IL 60640
Let's Get Better Fitness, Inc. 872-888-8525 1346 W Devon Ave Chicago IL 60660
Michael Wallenberg and 224-443-9597 6609 N Caldwell Chicago IL 60646 Projected to open
Marisa Wallenberg in Niles, IL
Trim Fitness LLC - Anytime 773-242-9550 2412 W North Ave Chicago IL 60647
One
FDD C-39
Trim Fitness LLC - Anytime 773-696-4141 1647 W Chicago Ave Chicago IL 60622
Two
Rise Above Fitness, LLC 217-443-3350 22 E W Newell Danville IL 61834
Al Weininger Investments, 847-512-5213 1525 Ellinwood Ave Des Plaines IL 60016
LLC
Yousef Musleh and Michael 847-258-4962 849 S Elmhurst Rd Des Plaines IL 60016
Lewandowski
Genesis Fitness Centers, Inc. 815-285-4855 1323 N Galena Ave Dixon IL 61021
David Schaefer 630-863-9595 6321 Woodward Ave Downers Grove IL 60516 Projected to open
in Elgin, IL
Downers Grove Fitness, Inc. 630-963-4404 2261 Maple Ave Downers Grove IL 60515
Livin' Life Fit, LLC 877-269-6160 426 N Center St Durand IL 61024
Sedrick Johnson, Jason Cross 312-912-4978 2640 Brassie Avenue Flossmoor IL 60422 Projected to open
and William Thomas in Wilmette, IL
Frankfort Fitness, LLC 815-630-0761 21134 S LaGrange Rd Frankfort IL 60423
1858 Fitness LLC 815-233-4334 1862 S West Ave Freeport IL 61032
Brian Sailor 630-845-0868 10 W State St Geneva IL 60134
LB Fitness, Inc. 309-383-4999 513 Jubilee Lane Germantown Hills IL 61548
Mufeed Musleh 331-806-3904 103 E. North Ave Glendale Heights IL 60139
J. Wynsma 708-360-4200 18345 S Halsted St Glenwood IL 60425

Livin' Life Fit, LLC 815-943-2407 717 E. Diggins St. Harvard IL 60033
Yousef Musleh and Abed 708-960-4240 18232 S Kedzie Ave Hazel Crest IL 60429 *
Hamdan
Ashraf Abuaita 847-502-2188 2571 W Golf Rd Hoffman Estates IL 60169
PHILIPPIANS 4:13 LLC 708-300-1230 12513 W 159th St Homer Glen IL 60491 *
FDD C-40
AF of Jacksonville, Inc. 217-479-8000 1241 W Morton Ave, Jacksonville IL 62650
Ste 1A
Balvinder Singh 630-209-2791 20929 N Heather Ct Kildeer IL 60047 Projected to open
in Lincolnshire, IL
Joseph Thometz and Patrick 847-739-2575 219 Waukegan Road Lake Bluff IL 60044 *
Thometz
Ashraf Abuaita 224-900-0569 9521 Ackman Rd Lake in the Hills IL 60156
Lakemoor Fitness, Inc. 815-385-9535 28972 W. IL Route Lakemoor IL 60051

120
Franklin Fitness, LLC 312-533-7105 32 Deer Lane Lemont IL 60439 Projected to open
in Franklin Park,
IL
Lemont Fitness, LLC 630-312-0331 1232 State St Lemont IL 60439 *
Ihsan Musleh and Yousef 847-247-1800 1429 Peterson Rd Libertyville IL 60048
Musleh
Mario Taylor and Joshua 217-732-1155 716 N. Logan St Lincoln IL 62656
Slightom
AFLockport, Inc. 815-905-1225 420 Summit Dr Lockport IL 60441
3 Sixty Fitness LLC 331-462-0084 2830 S Highland Ave, Lombard IL 60148 *
Unit 2
Musleh Fitness Inc. 630-656-9300 338 E North Ave Lombard IL 60148
Livin' Life Fit, LLC 815-572-2515 20014 E Grant Hwy Marengo IL 60152
Mary Van Keulen 815-539-8257 1317 Memorial Dr Mendota IL 61342
Christopher Michael 618-975-6251 2140 Holland Lane Millstadt IL 62260 Projected to open
Mcmahan in TBD, MT
Feras Musleh and 815-242-3030 2019 Ridge Road Minooka IL 60447 *
Mohammade Musleh
Silas Johnson, David 618-242-4040 606-616 S 42nd St Mount Vernon IL 62864
Johnson, Elaine Johnson
Mufeed Musleh 847-376-8887 1317 N Wolf Rd Mt. Prospect IL 60056
FDD C-41
GEM Fitness Naperville, 331-226-1496 1550 N Route 59, Ste Naperville IL 60563
LLC 120
Starck Fitness, LLC 630-219-4114 1271 Rickert Dr Naperville IL 60540
New Lenox Fitness, Inc. 815-534-5647 800 W Laraway Rd New Lenox IL 60451
Jeffrey Lynn and Michelle 309-452-9695 1710 Bradford Ln, Ste Normal IL 61761
Lynn 108 & 109
Dana Jennings & Kari 630-326-6700 1147 Oak Street North Aurora IL 60542
Jennings
LUKE 1:37 LLC 708-897-0534 5570 W 159th St Oak Forest IL 60452
AF Jano, Inc 708-995-7581 11033 W 179th St Orland Park IL 60467
Derek Tucker 773-301-4869 11636 Waterway Ct Orland Park IL 60467 Projected to open *
in Hammond, IN
Derek Tucker 773-301-4869 11636 Waterway Ct Orland Park IL 60467 Projected to open *
in Hammond, IN
360 Fitness, LLC and Travis 815-676-4852 2958 US Hwy 34 Oswego IL 60543 *
Francis
Be Fit Management Corp. 815-434-7070 4100 Columbus St Ottawa IL 61350
Yousef Musleh and Said 847-485-8840 819 N Quentin Rd Palatine IL 60067
Musleh
Richard J. Lewandowski and 773-852-5733 6850 W Golfview Ln Palos Heights IL 60463 Projected to open *
Michael J. Lewandowski in Schaumburg, IL
Richard J. Lewandowski and 773-852-5733 6850 W Golfview Ln Palos Heights IL 60463 Projected to open *
Michael J. Lewandowski in Manhattan, IL
Atterson Fitness, LLC 217-921-3223 512 E Jasper St Paris IL 61944
LB Fitness, Inc. 309-966-4217 1320 W Commerce Peoria IL 61615
Dr, Ste 200
1035 Fitness, Inc. 815-223-7070 1035 Shooting Park Peru IL 61354 *
Rd
AF Plainfield, Inc. 815-782-2111 23859 W 135th St Plainfield IL 60544
Can Deux, Inc. 815-733-5172 7166 Caton Farm Rd Plainfield IL 60586
Livin' Life Fit, LLC 815-765-9393 13514 Julie Drive Poplar Grove IL 61065
FDD C-42
Levi LaMothe 815-915-8378 444 S Main St Princeton IL 61356
KT Quincy, LLC 217-641-3100 5321 Oak St Quincy IL 62305 *
Progressive Ethos, Inc. 217-316-1879 2535 N 16th St Quincy IL 62305 Projected to open *
in Morton , IL
in Washington, IL
in Macomb, IL
Genesis Fitness Centers, Inc. 815-561-6071 330 Eagle Dr Rochelle IL 61068
GEM Fitness Rolling 847-957-1496 3256 Kirchoff Road Rolling Meadows IL 60008
Meadows, LLC
James Janetopoulos 815-524-5549 54 S Weber Rd Romeoville IL 60446
Anytime Fit Roselle, Inc. 630-307-0044 219 Main St Roselle IL 60172
Larry Johnson 630-273-2372 3425 Drew Ave Sandwich IL 60548 *
Karen Swinford 847-830-0165 1251 Lorraine Pl Schaumburg IL 60173 Projected to open
in TBD, IL
Mindful Life, LLC 847-830-0165 1251 Lorraine Pl Schaumburg IL 60173 Projected to open *
in Elk Grove
Village, IL
Schaumburg Fitness, LLC 847-284-5197 1851 W Irving Park Schaumburg IL 60193 *

Rd
AB Fitness, LLC 618-222-2721 1207 Thouvenot Ln. Shiloh IL 62269
DMS Fitness LLC 224-251-8777 7010 Carpenter Rd Skokie IL 60077
Village Fitness, LLC 708-566-9630 911 E 162nd St South Holland IL 60473
Dan Ishmael 217-679-2490 4307 Yucan Dr Springfield IL 62707
J & A Fitness Solutions Inc. 217-523-1541 2705 N Dirksen Pkwy Springfield IL 62702
Tim Everett 217-670-2420 3041 S Dirksen Pkwy Springfield IL 62703
AF Streamwood, Inc. 630-246-3344 71-77 E Irving Park Streamwood IL 60107
Rd
Connors Fitness, LLC 331-227-4188 35 E Park Ave Sugar Grove IL 60554
FDD C-43
Ruth Morrissey 217-703-1358 1628 Georgetown Rd Tilton IL 61833
Derek Tucker 708-263-0689 17823 80th Ave Tinley Park IL 60477
EMAE, INC. 708-483-6148 3061 S Wolf Rd Westchester IL 60154
AF WHEATON, INC. 630-517-8765 1141 E Butterfield Rd Wheaton IL 60189
Genesis Fitness Centers, Inc. 815-335-8222 506 N Elida St Winnebago IL 61088
MNO FITNESS, LLC 630-553-6678 68 School House Rd Yorkville IL 60560

JT Fitness, LLC 260-665-6666 205 W Harcourt Rd Angola IN 46703
Jeff Lauer 260-925-5177 233 N Grandstaff Rd Auburn IN 46706
H2A2 Investments, Inc. 812-926-3655 102 Sycamore Ests Dr Aurora IN 47001
Crackerjack Fitness, LLC 317-272-2082 1124 N SR 267 Avon IN 46123
IRON2IRON Wellness LLC 317-422-4766 50 N State Road 135, Bargersville IN 46106
Ste D
H2A2 Investments, Inc. 812-932-3055 10 Bedel Blvd Batesville IN 47006
H2A2 Investments, Inc. 812-275-3055 2643 16th St. Bedford IN 47421
Williams Fortitude Fitness 812-334-7979 2894 E 3rd St, Ste 160 Bloomington IN 47401
LLC
JSCC Enterprises LLC 260-353-1321 935 Main St Bluffton IN 46714
H2A2 Investments, Inc. 812-420-1122 60 Forest Park Plaza Brazil IN 47834
Williams Fortitude Fitness 317-852-8888 124 E Northfield Dr, Brownsburg IN 46112
Ste A
Bandon Fitness (Texas), Inc. 317-856-9285 10302 Prosperity Cir Camby IN 46113
SQF LLC 317-564-8171 110 W Main St, Ste Carmel IN 46032
170
Muayad Musleh 219-232-6770 13350 Lincoln Plaza Cedar Lake IN 46303 *
William and Jill Fellows 812-256-8463 1107 Market St Charlestown IN 47111
Chesterton Fitness, Inc. 219-765-0382 757 Indian Boundary Chesterton IN 46304 *
Rd, Ste 6
Iron Gym, Inc. 260-286-1200 8475 US-33 Churubusco IN 46723
Iron Gym, Inc. 260-248-4444 462 West Plaza Drive Columbia City IN 46725
AFFC, LLC 812-372-3488 1565 N National Rd Columbus IN 47201
FDD C-44
JAC Fitness, Inc. 765-825-6171 1720 Western Ave. Connersville IN 47331
Teamworks, Inc. 812-225-5544 1885 Old Hwy 135 Corydon IN 47112
NW
Muayad Musleh 765-307-5552 1430 Darlington Ave Crawfordsville IN 47933 *
Feras Musleh and 219-746-1041 584 N Indiana Ave Crown Point IN 46306 Projected to open *
Mohammade Musleh in Munster, IN
Mohammade Musleh in TBD, IL
Mohammade Musleh in Crete, IL
Mohammade Musleh in Palos Park, IL
Mohammade Musleh in TBD, IL
Mohammade Musleh in TBD, IN
Muayad Musleh 219-765-5575 503 E Summit St, Ste Crown Point IN 46307 Projected to open *
3 in Kokomo, IN
3 in West Lafayette,
IN
3 in Lafayette , IN
Muayad Musleh 219-765-5575 503 E Summit St, Ste Crown Point IN 46307 Projected to open
3 in Schererville, IN
Scott Zickuhr 219-662-2818 10645 Broadway Crown Point IN 46307
FDD C-45
Yousef Musleh 219-671-6353 1245 E 112th Ave Crown Point IN 46307 Projected to open *
in Barrington, IL
Yousef Musleh 219-671-6353 1245 E 112th Ave Crown Point IN 46307 Projected to open
in Fox Lake, IL
Yousef Musleh 219-671-6353 1245 E 112th Ave Crown Point IN 46307 Projected to open
in West Chicago,
IL
Ahmad Elsamad 219-488-6409 9120 Doubltree Dr S Crown point IN 46307 Projected to open *
in Morris, IL
Ahmad Elsamad 219-488-6409 9120 Doubltree Dr S Crown point IN 46307 Projected to open *
in Joliet, IL
Rhymer Family Fitness, LLC 260-724-3626 514 S 13th St Decatur IN 46733
Grady Dale Tuck 219-987-7911 1334 15th St DeMotte IN 46310
Dyer Fitness Inc. 219-440-7149 262 81st Ave Dyer IN 46311
Joshua Canarini 219-808-7518 13266 Hillcrest Lane Dyer IN 46311 Projected to open *
in TBD, IL
Joshua Canarini 219-808-7518 13266 Hillcrest Lane Dyer IN 46311 Projected to open *
in TBD, IL
Joshua Canarini 219-808-7518 13266 Hillcrest Lane Dyer IN 46311 Projected to open
in Shorewood, IL
VetFit Properties, LLC 812-424-7979 222 Red Bank Rd S, Evansville IN 47712
Ste J-K
Teamworks, Inc. 812-923-2348 3684 Hwy 150, Ste 6 Floyds Knobs IN 47119
James Casaburo and Rachele 260-240-2400 6520 E State Blvd Fort Wayne IN 46815
Jordan
Joshua Schmitt 260-436-8680 5984 W Jefferson Fort Wayne IN 46804
Blvd
R & M Fitness, LLC 260-490-0009 2934 E Dupont Rd Fort Wayne IN 46825
Muayad Musleh 765-601-6161 2419 E Wabash Street Frankfort IN 46041 *
Bandon Fitness (Texas), Inc. 317-736-4377 1168 N Main St Franklin IN 46131
Tina M. Bontrager 574-533-3444 712 W Lincoln Ave Goshen IN 46526
FDD C-46
H2A2 Investments, Inc. 765-630-3176 27 Putnam Plaza, Greencastle IN 46135
Suite A
H2A2 Investments, Inc. 317-462-1700 1921 Melody Ln Greenfield IN 46140
H2A2 Investments, Inc. 812-662-3055 1807 N Lincoln St Greensburg IN 47240
Bandon Fitness (Texas), Inc. 317-300-1335 997 E County Line Rd Greenwood IN 46143
Fit 4 You LLC 317-893-2226 1642 Olive Branch Greenwood IN 46143
Parke Ln
Grady Dale Tuck 219-996-2911 822 Country Sq Plz Hebron IN 46341
DT Zickfit LLC 219-924-5505 9632 Cline Ave Highland IN 46322
Muayad Musleh 219-945-3099 7878 East Ridge Road Hobart IN 46342
Iron Gym, Inc. 260-358-0000 317 Hauenstein Rd Huntington IN 46750
KML Madison Ave, LLC 317-602-3624 3919 Madison Ave, Indianapolis IN 46227
Ste 900
KML, Inc. 317-847-9804 10105 Seabreeze Way Indianapolis IN 46256 Projected to open *
in TBD, IN
KML, Inc. 317-808-5903 5510 Lafayette Rd, Indianapolis IN 46254 *
#190
Mazman LLC 317-577-4348 7035 E 96th St, Suite Indianapolis IN 46250
M and N
PMF LLC 317-536-0815 47 S Pennsylvania St, Indianapolis IN 46204
2nd Fl
Thor Fitness, LLC 317-570-2106 6935 Lake Plz Dr Indianapolis IN 46220
Pro-Fit Solutions, LLC 812-482-2209 1918 Newton St Jasper IN 47549 *
Hoosier Fitness, Inc. 812-777-4884 5560 Highway 62 Jeffersonville IN 47130 *
Klicks, Inc. and Douglas 765-319-0306 2935 S Washington Kokomo IN 46902
Kline St, Ste 8
LA PORTE FITNESS LLC 219-213-5918 59 Pine Lake Ave La Porte IN 46350 *
Pro-Fit Solutions, LLC 765-485-2348 2310 N Lebanon St Lebanon IN 46052
Shamus Hoeppner and Stacy 260-627-4494 14550 Amstutz Rd. Leo IN 46765
Hoeppner
Lowell East Fitness Inc 219-696-1277 1920 E Commercial Lowell IN 46356
Ave
FDD C-47
Life Changes Fitness Inc. 765-664-2222 1107 N Forest Ave Marion IN 46952
Schilling/Pike Investments, 765-342-3600 1696 S Ohio St Martinsville IN 46151
Inc.
Mazman LLC 317-336-5500 9653 Olio Rd McCordsville IN 46055
Merillville East Fitness, LLC 219-308-2859 4831 East Lincoln Merrillville IN 46410 *
Highway
Merrillville Fitness, LLC 219-769-7080 8119 Taft St Merrillville IN 46410
Michigan City Fitness, LLC 219-878-8400 4112 Franklin St Michigan City IN 46360
Can Deux, Inc. 574-258-5000 322 N Bittersweet Rd Mishawaka IN 46544
Joshua Canarini 574-318-3002 4150 A Grape Rd Mishawaka IN 46545
Muayad Musleh 574-240-2143 914 N Main St Monticello IN 47960
Katherine Huxhold and Jason 765-212-2321 3600 S Chandler Dr Muncie IN 47302
Huxhold
Munster South Fitness LLC 219-315-8828 821 Main St Munster IN 46321
H2A2 Investments, Inc. 765-521-3000 1713 S Memorial Dr New Castle IN 47362
JJ Fitness Inc. 317-861-8451 5971 W US-52 New Palestine IN 46163 *
AF NEWBURGH, LLC 812-853-5855 8887 High Pointe Dr Newburgh IN 47630
Your Fitness LLC 317-316-3888 158 W Logan St Noblesville IN 46060
JSCC Enterprises LLC 260-306-0071 408 W Main St North Manchester IN 46962
MAC Fitness, Inc. 812-953-3212 620 E Buckeye St North Vernon IN 47265

Bandon Fitness (Texas), Inc. 317-823-0685 11915 E Pendleton Oaklandon IN 46236
Pike
ALPHA FACTORY 765-472-7004 907 W Main St Peru IN 46970
FITNESS INC.
H2A2 Investments, Inc. 317-203-5312 1070 W Main St, Ste Plainfield IN 46168
125
Grasty Zickuhr, LLC 219-734-6362 5884 US Hwy 6 Portage IN 46368
Rensselaer Fitness, Inc. 219-866-3003 496 S College Ave Rensselaer IN 47978
JAC Fitness, Inc. 765-966-6171 2500 National Rd W Richmond IN 47374
H2A2 Investments, Inc. 765-938-3055 222 S Main St Rushville IN 46173
FDD C-48
David Hildebrand and Cathy 812-883-4747 805 S Main St Salem IN 47167
Hildebrand
Muayad Musleh 219-227-8895 2151 US 41 Schererville IN 46375
Walker Investments and 812-752-4625 796 White St Scottsburg IN 47170
Holdings Inc.
Walker Investments and 812-248-2224 7605 State Rd., Ste. Sellersburg IN 47172
Holdings Inc. 311
H2A2 Investments, Inc. 812-680-4639 840 E Tipton St Seymour IN 47274
H2A2 Investments, Inc. 317-392-3055 1818-A State Rd 44 Shelbyville IN 46176
Bandon Fitness (Texas), Inc. 317-885-8385 2222 W Southport Rd Southport IN 46217
YOUCAN2 Inc. 219-365-2511 10845 Maple Ln St. John IN 46373 *
Atterson Fitness, LLC 812-235-8463 101 S Fruitridge Ave Terre Haute IN 47803 *
Atterson Fitness, LLC 812-917-4336 4425 S 7th St Terre Haute IN 47802 *
Atterson Fitness, LLC 812-917-3776 320 S 3rd St, Ste A-B Terre Haute IN 47807
Think Fit II Inc. 765-271-2672 341 W Jefferson St Tipton IN 46072
DT Zickfit LLC 219-242-8799 3020 N Calumet Ave Valparaiso IN 46383
FT Fitness Inc. 219-462-1122 1361 Morthland Dr, Valparaiso IN 46385
Ste A
Bridgette M. Harmon-Smith 260-274-1900 1302 N Cass St Wabash IN 46992
and Jeremy Gouvan
Chad Hugo and Angela Hugo 574-267-4077 2520 Walton Blvd Warsaw IN 46582
H2A2 Investments, Inc. 812-254-2200 101 Cherry Tree Plz Washington IN 47501
Daymon & Associates, LLC 317-867-4567 3249 SR-32 Westfield IN 46074
Musleh Fitness Inc. 219-663-6436 10711 Randolph St Winfield IN 46307
Pro-Fit Solutions, LLC 317-733-4333 1570 W Oak St Zionsville IN 46077
Bandon Holdings, LLC 620-307-6566 2127 N Summit St Arkansas City KS 67005
We Build Empires, LLC 316-775-9113 217 W 7th Ave Augusta KS 67010
SOUTHSIDE FITNESS, 913-745-5746 620 S 130th St Bonner Springs KS 66012
LLC
Prairie View Fitness, LLC 620-225-3303 2203 Central Ave Dodge City KS 67801
FDD C-49
DT Fitness, Inc. 913-856-0100 255 North Stone Ck Gardner KS 66030
Dr
KEG Enterprises, LLC 620-793-8700 3721 10th St. Great Bend KS 67530
Fit 4 Life, LLC 785-337-5520 2720 Elm Creek Junction City KS 66441 Projected to open
Drive in TBD, TN
SOUTHSIDE FITNESS, 913-400-7156 10940 Parallel Pkwy, Kansas City KS 66109
LLC Ste P
K7 Fitness, LLC 913-364-4455 712 1st Terrace Lansing KS 66043
Chad Schimke 913-775-1854 11710 Kelly Rd Leavenworth KS 66048 Projected to open
in Parkville, MO
Resurrection Fitness LLC 913-222-8080 13154 Stateline Rd Leawood KS 66209
ABG Enterprises, LLC 913-971-4060 1473 E 151st St Olathe KS 66062
Southside Fitness LLC 913-210-0851 1251 W Harold St Olathe KS 66061
Dad Bods LLC 913-222-8082 14820 Metcalf Ave Overland Park KS 66223
We Build Empires, LLC 316-719-3883 1615 E 61st St N, Stes Park City KS 67219
100-200
(TBI) Team Bryant 785-783-3923 3627 SE 29th St, Ste Topeka KS 66605
Investments, LLC 109
Valhalla Fitness LLC 316-260-1254 215 S Maize Rd Wichita KS 67209
Daniel Miller 606-326-0033 372 Diederich Blvd Ashland KY 41101
Tim and Lisa Nowaskie 502-348-2348 131 Pkwy Dr Bardstown KY 40004
Atkins 5 Fitness, LLC 270-904-8329 164 Iron Skillet Ct Bowling Green KY 42104
All About Fitness, LLC 502-912-9348 6400 Crestwood Crestwood KY 40014
Station
Country Mile LLC 270-925-0149 1425 Nashville Rd Franklin KY 42134
JR Fitness, LLC 859-359-5336 1920 Declaration Dr Independence KY 41051
All About Fitness, LLC 502-290-8998 12613 Taylorsville Rd Louisville KY 40299
C2M, Inc. 502-742-5825 2300 Terra Crossing Louisville KY 40245
Blvd
J.T. Fitness, LLC 502-797-2348 5406 Antle Dr, Ste Louisville KY 40229
107
FDD C-50
Great Life, LLC 502-538-0207 737 N Mount Mount KY 40047
Washington Bypass Washington
Modfit Corp. 859-881-3488 459 Keene Centre Dr Nicholasville KY 40356
Nathan Fortlage 859-795-3665 469 Eastern Byp Richmond KY 40475
Robert Padgett 502-633-4600 192 Frankfort Rd Shelbyville KY 40065
Victory Health and Fitness, 502-682-7227 798 Dawkins Lane Sulphur KY 40070 Projected to open *
LLC in Louisville, KY
Great Life, LLC 502-808-0100 543 Taylorsville Rd Taylorsville KY 40071
Max Management, L.L.C. 337-385-2812 3015 Veterans Abbeville LA 70510
Memorial Dr
Engert & Fuselier 225-567-2626 19115 Florida Blvd Albany LA 70711
Investments, LLC
Fitness Partners of Pineville, 318-769-1844 6501 Coliseum Blvd, Alexandria LA 71303
Inc. Stes 100-200
BenGal Holdings, L.L.C. 504-394-0086 5163 General Algiers LA 70131
Degaulle, Suites G, H,
I&J
T & V Fitness LLC 985-747-2202 114 W Chestnut St Amite LA 70422
Chris Rumsey and Simon 318-281-4118 1812 E Madison Ave Bastrop LA 71220
Gray
Bandon Fitness (Texas), Inc. 225-456-5156 11231 Lovett Rd Baton Rouge LA 70818
Highland Fitness, LLC 225-766-9066 8827 Highland Rd Baton Rouge LA 70808
Highland Fitness, LLC 225-246-2092 13711 Coursey Blvd Baton Rouge LA 70817
Renew Fitness, LLC 225-930-9988 7350 Jefferson Hwy, Baton Rouge LA 70806
Ste 470
Tony Fuselier 225-636-2632 200 Government St Baton Rouge LA 70802
Hudson & Associates, LLC 318-965-0159 185 Burt Blvd Benton LA 71006
BACC FIT, LLC 318-562-3472 3011 Airline Dr, Stes Bossier City LA 71111
B-C
Bandon Fitness (Texas), Inc. 318-746-1886 5390 Barksdale Blvd Bossier City LA 71112
FDD C-51
Bandon Holdings (Texas), 318-752-6650 2091 Stockwell Rd Bossier City LA 71111
Inc.
TATUM FITNESS, L.L.C. 318-549-1247 5212 Airline Dr, Ste E Bossier City LA 71111
AF of Scott, LLC 337-442-6558 1880 Rees St Breaux Bridge LA 70517
Three Monkeys Fitness, LLC 337-856-1711 156 Heritage Pkwy Broussard LA 70518
Douglas Daigle 318-295-4145 1221 NW Main St Bunkie LA 71322
Fit Investments, LLC 318-599-8003 989 Hwy 80 E Calhoun LA 71225
Three Monkeys Fitness, LLC 337-565-2626 115 Derek Plaza Dr, Carencro LA 70520
Ste 105
Southern Oak Enterprises, 337-684-0045 219-E S Main St Church Point LA 70525
LLC
350ORIOLE LLC 985-845-1926 70325 SR 1077, Ste Covington LA 70433
1D
Reilly Fitness, Inc. 985-809-0099 1205 Village Walk Covington LA 70433
TBMM Holdings, LLC 337-250-4675 1506 N Parkerson Crowley LA 70526
Ave
4K FITNESS LLC 985-693-5533 14057 E Main St Cut Off LA 70345
Stansbury & Company, LLC 318-878-3804 407 Depot St Delhi LA 71232
Health Interests, LLC 225-243-5500 25550 Juban Rd Denham Springs LA 70726
UFIT, LLC 225-667-1077 32350 Hwy 16, Bldg Denham Springs LA 70706
N (Watson)
Destrehan Anytime, LLC 985-307-1425 1955 Ormond Blvd, Destrehan LA 70047

Suite F
Murphy Fitness, LLC 225-725-4072 2270 Business Park Donaldsonville LA 70346
Blvd
Bandon Fitness (Texas), Inc. 337-457-7000 1516 Hwy 190, Ste G Eunice LA 70535
Fitness365, LLC 318-368-8083 1006 Sterlington Hwy Farmerville LA 71241
Folsom Fitness, LLC 985-796-1050 82205 Orange St Folsom LA 70437
Max Management, L.L.C. 337-907-6600 1812 Main St Franklin LA 70538
Bandon Fitness (Texas), Inc. 985-322-2099 1719 Washington St Franklinton LA 70438
FDD C-52
Murphy Fitness, LLC 225-647-7750 3228 S Burnside Ave Gonzales LA 70737
WH Fitness, Inc. 225-644-5364 13091 Airline Hwy Gonzales LA 70737
Chantel Brignac and Nicholas 225-869-3484 1732 Deroche Cir Gramercy LA 70052
Riley
TWB FITNESS GRETNA 504-218-5104 1729 Lafayette St, Ste Gretna LA 70053
LLC 100
Gulf Coast Health Partners, 504-305-3395 7335 Jefferson Hwy Harahan LA 70123
Inc.
Bandon Fitness (Texas), Inc. 318-949-4004 4800 Hwy. 80 Haughton LA 71037
Bandon Fitness (Texas), Inc. 985-872-0852 1128 Grand Caillou Houma LA 70363
Rd
Alex Capdeboscq 985-687-3738 57844 Hwy 445 Husser LA 70442 Projected to open
in Loranger, LA
TBMM Holdings II, LLC 337-582-1386 214 S Thompson St Iowa LA 70647
Bandon Fitness (Texas), Inc. 337-824-0888 1210 Elton Rd Jennings LA 70546
Rumsey & Fuselier Fitness, 318-259-7661 914 Pershing Hwy Jonesboro LA 71251
LLC
Relentless Phit LLC 337-643-7021 207 Veterans Kaplan LA 70548
Memorial Dr
FIT2B, LLC 985-359-3482 607 Belle Terre Blvd La Place LA 70068
Bandon Fitness (Texas), Inc. 337-706-8385 505 West Pont Des Lafayette LA 70507
Mounton Rd
Hebert-Minor Fitness & 337-988-9348 3524 Kaliste Saloom Lafayette LA 70508
Health Services, LLC Rd
Highland Fitness, LLC 337-988-8350 4517 Johnston St Lafayette LA 70503
Leah Langlinais 337-581-9586 114 Boulder Creek Lafayette LA 70508 Projected to open *
in TBD, AL
Leah Langlinais 337-581-9586 114 Boulder Creek Lafayette LA 70508 Projected to open *
in TBD, FL
Lonnie Young 504-609-0589 2512 Jean Lafitte Lafitte LA 70067
Blvd
FDD C-53
Joseph Bourque and Trent 337-944-0770 4740 Nelson Rd, Ste Lake Charles LA 70605
Mere 110
Spence & Fuselier Fitness, 337-239-3222 1772 S 5th St Leesville LA 71446
LLC
Hamer & Fuselier Fitness, 225-686-1178 29526 Frost Rd Livingston LA 70754
LLC
Bandon Fitness (Texas), Inc. 985-308-1360 12225 US 90, Suite G Luling LA 70070
Always Hungry LLC 985-845-1511 4624 SR-22 Mandeville LA 70471
Pecster, LLC 985-674-3100 1705 Hwy. 59 Mandeville LA 70448
G&R Fitness, L.L.C. 318-240-8010 812 Tunica Dr E Marksville LA 71351
Lonnie Young 504-267-0856 3176 Barataria Blvd, Marrero LA 70072
Suite A
Todd Bernstein 504-605-1200 1625 Barataria Blvd Marrero LA 70072 *
Bandon Fitness (Texas), Inc. 225-675-8000 12713 Water Way Dr Maurepas LA 70449
Max Management, L.LC. 337-898-3653 8905 Maurice Ave. Maurice LA 70555
Clifton Melerine 504-281-2568 3201 E Judge Perez Meraux LA 70075
Dr, Stes 107, 108, 109
Bandon Fitness (Texas), Inc. 504-218-4814 5200 Veterans Hwy, Metairie LA 70006
Ste 101
BillyFitness LLC 318-299-3800 1121, 1123, 1125 Minden LA 71055
Homer Rd
Fit Investments, LLC 318-998-3583 7930 Desiard St Monroe LA 71201
Fit Investments, LLC 318-322-4005 2309 Oliver Rd Monroe LA 71201
Franchise Fitness, LLC 985-384-7426 1340 Elm St., Ste. 100 Morgan City LA 70380
Franchise Fitness, LLC 985-221-6021 1201 Hwy 90 E, Ste Morgan City LA 70380
102
Eric Guillot 337-855-2777 277 Hwy. 171 N., Ste. Moss Bluff LA 70611
5, 6 and 7
Three Monkeys Fitness, LLC 337-256-8609 507 Jefferson Terrace New Iberia LA 70560
Blvd
FDD C-54
Anthony H. Fortier-Bensen, 504-899-2111 4600 Freret St New Orleans LA 70115
LLC
Bywater Fitness, LLC 504-309-0011 3817 Chartres St New Orleans LA 70117 *
Eric Monette and Elorial 504-309-9304 2141 Caton St New Orleans LA 70122
Monette
GET FIT NOLA, LLC 504-524-8006 1811 Rousseau St New Orleans LA 70130
Johnnie Adolph 504-244-0088 5941 Bullard Ave, New Orleans LA 70128
Ste. 1-3
Lakeview Fitness, LLC 504-286-7667 125 Robert E Lee New Orleans LA 70124
Blvd
NOLA Fit Club, Inc. 504-373-5659 4900 Canal St New Orleans LA 70119
Todd Bernstein 504-446-8155 838 Congress St New Orleans LA 70117 Projected to open *
in TBD, LA
Stallion Holdings, LLC 337-678-4100 1901 S Union St Opelousas LA 70570
Fuselier Fitness, LLC 985-250-9416 64724 SR-41 Pearl River LA 70452
Fitness Partners of Pineville, 318-640-5380 3800 Hwy 165, Ste A Pineville LA 71360
Inc.
J T's Fitness, Inc. 985-386-3444 115 Berryland Ponchatoula LA 70454
Shopping Center
Thornhill Brothers Fitness, 225-636-2044 702 N. Lobdell Hwy. Port Allen LA 70767
LLC
Dutchtown Fitness, LLC 225-744-4966 36533 C Braud Rd Prairieville LA 70769
Prairieville Fitness, LLC 225-744-3002 17900 Airline Hwy Prairieville LA 70769
Bandon Fitness (Texas), Inc. 985-242-2504 4882 LA-1 Raceland LA 70394
Rayne Fitness, LLC 337-393-2450 1401 The Blvd Rayne LA 70578
Stansbury & Company, LLC 318-728-8616 103 Jasper St Rayville LA 71269
Engert & Fuselier 985-662-3732 44200 LA-445 Robert LA 70455
Investments, LLC
Hummel Fitness, LLC 318-255-1200 1223 Goodwin Rd Ruston LA 71270
AF of Scott, LLC 337-706-8221 101 Park West Dr Scott LA 70583
FDD C-55
Matthew Richard 337-781-4094 205 Vincent Dr Scott LA 70583 Projected to open
in Carlyss, LA
Bandon Fitness (Texas), Inc. 318-688-5900 9315 Mansfield Rd Shreveport LA 71118
Fuselier Fitness, LLC 318-965-7700 5795 N Market St Shreveport LA 71107
Joseph Wisenbaler 318-865-5115 9250 Ellerbe Rd Shreveport LA 71106
MEYER FITNESS LLC 318-670-8500 739 Shreveport Shreveport LA 71105
Barksdale Hwy
New Life Fitness2, LLC 318-603-1348 6259 Westport Ave, Shreveport LA 71129
Ste 100
PCRFITNESS, LLC 318-606-5159 855 Pierremont Rd, Shreveport LA 71106
Ste 142
Southern Loop Fitness, LLC 318-703-3990 1931 Southern Loop Shreveport LA 71106
Brian Walker and Charles 985-288-5748 544 Robert Blvd Slidell LA 70458
Walker Jr
Megan Kenley and Lyn 225-535-8100 5357 Live Oak Center St. Francisville LA 70775
Kenley Drive
Fitfam2, LLC 225-319-7700 745 Hwy 30, Bldg. 2 St. Gabriel LA 70776
Suites A-F
Craig Prosper and David 337-394-3488 2230 N Main Hwy St. Martinville LA 70582
Theriot
Michael Mantilla and 504-336-4434 151 Almedia Rd St. Rose LA 70087
Priscilla Mantilla
Aimee Hayward 318-387-7233 8950 Hwy. 165 N., Sterlington LA 71280
Ste. A
Genesis Fitness, LLC 318-775-5474 4974 Hwy 3276, Ste Stonewall LA 71078
A
T&R Fitness5345 LLC 337-625-6840 333 N Cities Service Sulphur LA 70663
Hwy
J BLACKARD FITNESS, 318-574-4261 34 Crothers Dr Tallulah LA 71282
LLC
Anytime Fit of Thibodaux, 985-447-7770 127 Laura Dr. Thibodaux LA 70301
LLC
FDD C-56
Bandon Fitness (Texas), Inc. 337-363-1468 921 E Lasalle St Ville Platte LA 70586
Bandon Fitness (Texas), Inc. 225-664-4700 28799 Walker S Rd Walker LA 70785
Fit Investments, LLC 318-396-9129 5600 Cypress St. West Monroe LA 71291
Fit Investments, LLC 318-396-6966 2419 N 7th St West Monroe LA 71291
Bobby D. Hines II 904-342-8058 302 Shore Dr Youngsville LA 70592 Projected to open
in Fruit Cove, FL
Three Monkeys Fitness, LLC 337-857-5060 1700 Chemin Metairie Youngsville LA 70592
Pkwy, Suite 603
WAGFL 337-501-9177 302 Shore Dr Youngsville LA 70592 Projected to open *
in Jacksonville, FL
Bandon Fitness (Texas), Inc. 225-654-5577 2220 Church St. Zachary LA 70791
Denali Parnters, Inc. 978-461-2800 100 Powder Mill Rd Acton MA 01720
New England Gyms, Inc. 978-263-4101 501 Nagog Park Acton MA 01720
B4 Fitness & Wellness 413-786-7800 200 Silver St Agawam MA 01001
Partners, LLC
Anderson Huang and Melissa 508-881-4900 309 Pond St Ashland MA 01721
Huang
ING Fitness, Inc. 508-316-3885 227 B Washington St, Attleboro MA 02703
Rte 1
T & J Corporation 508-407-8440 619 Southbridge St. Auburn MA 01501
Pals Fitness, LLC 413-323-7150 35 Turkey Hill Rd Rt Belchertown MA 01007
21, Suite 101
John Cherubini 508-869-2307 81 Shrewsbury St Boylston MA 01505
West Elm Ventures, LLC 781-302-6955 25 Washington St Canton MA 02021 *
Brian Cassidy 508-465-0468 100 N Main St Carver MA 02330
E.R. Buck Chair Company, 978-612-0022 300A High St. Clinton MA 01510
Inc.
HRJ, LLC 774-300-3700 5-D State Rd Dartmouth MA 02740 *
STR LLC 978-772-0722 20 Andrews Pkwy Devens MA 01434
FDD C-57
JJEC Fitness, LLC 508-456-4046 225 Bedford Street East Bridgewater MA 02333
HRJ, LLC 774-855-5200 1 Chace Rd East Freetown MA 02717 *

John Fine and James Fine 774-678-4031 3103 Cranberry Hwy East Wareham MA 02538
JJEC Fitness, LLC 508-548-0230 614 Main St Falmouth MA 02540
MV-ATF Framingham, LLC 508-405-1300 19 Temple St Framingham MA 01702
CMCM Enterrises, LLC 508-839-0084 100 Worcester St. Grafton MA 01536
Movement for Life Fitness 978-448-6720 536 Main St Groton MA 01450
LLC
Stephen Scott Bothfeld 508-778-5525 1070 Iyannough Rd Hyannis MA 02601
Jake Pylant 781-585-0444 187 Summer St Kingston MA 02364
Eric Rouff 508-658-9090 771 Boston Post Rd E Marlborough MA 01752
JJEC Fitness, LLC 508-477-7872 681 Falmouth Rd Mashpee MA 02649
Denali Partners, Inc. 978-938-4855 52 Nason St Maynard MA 01754
Medway Fitness, Inc. 508-533-3100 106 Main St Medway MA 02053
Mark Sinclair Fitness, Inc. 339-293-4076 462 Main St. Melrose MA 02176
P.A.L.S. Fitness, LLC 413-570-7070 135 King St Northampton MA 01060
Anderson Huang 508-654-0057 10010-P Shops Way Northborough MA 01532
Rock Haven Ventures, LLC 781-667-3191 111 Lenox St Norwood MA 02062
JJEC Fitness, LLC 781-924-1209 166 Church St Pembroke MA 02359
Rock Haven Ventures LLC 508-316-0191 13 Taunton St, Ste 3 Plainville MA 02762
Brian Cassidy 508-747-7677 138 Industrial Park Plymouth MA 02360
Rd
Matthew Gulino and 617-472-2447 475 Hancock St Quincy MA 02171
Christopher Charron
West Elm Ventures, LLC 617-481-7056 158 West Elm Ave Quincy MA 02170 Projected to open *
in Weymouth, MA
Lance Vachon, Alexandra 401-996-1133 957 Washington St. S. Attleboro MA 02703 Projected to open *
Ros and Jordan Miller in Seekonk , MA
FDD C-58
Lance Vachon, Alexandra 401-996-1133 957 Washington St. S. Attleboro MA 02703 Projected to open *
Ros and Jordan Miller in Providence, RI
MV-ATF Southbridge, LLC 774-402-8300 479 E Main St Southbridge MA 01550
George Basbanes 978-649-6537 315 Middlesex Rd, Tyngsboro MA 01879
Units 6 & 7
Chris Charron 508-278-2424 158 N Main St Uxbridge MA 01569
P.A.L.S. Fitness, LLC 413-579-5364 415 E Main St Westfield MA 01085
Fastwitch Fitness Club LLC 508-796-5941 386 Shrewsbury St Worcester MA 01604
John Cherubini 508-852-2292 71 Pullman St Worcester MA 01606
Ballenger Creek Fitness LLC 301-228-0990 5850 Ballenger Crk Ballenger Creek MD 21703
Pike
Sachs Enterprise Corp. 410-569-0009 5 Bel Air S Pwy, Ste Bel Air MD 21015
1401
Sites Fitness, LLC 410-838-8253 1206 Agora Dr. Bel Air MD 21014
Optimum Fitness, LLC 301-868-4560 9130 Piscataway Rd Clinton MD 20735
Double R Fitness, LLC 301-253-2400 9815 Main St Damascus MD 20872
Fitbliss Corp 443-417-1581 2315 Belair Rd Fallston MD 21047
CAM, LLC 410-529-3020 2823 Grier Nursery Forest Hill MD 21050 Projected to open
Rd in Hampstead, MD
MUT, LLC 301-606-9232 6613 Corbel Way Frederick MD 21703 Projected to open *
in Gaithersburg,
MD
MUT, LLC 301-606-9232 6613 Corbel Way Frederick MD 21703 Projected to open *
in Urbana, MD
NXS Fitness, LLC 301-378-2906 6077 Spring Rdg. Frederick MD 21701
Pkwy.
Shawnee Inc. 301-668-2348 2405 Whittier Dr Frederick MD 21702
Shawnee, Inc 240-246-3112 2212 Bear Den Road Frederick MD 21701 Projected to open
in Clarksburg, MD
Anthony Zirrolli 443-583-0055 11850 W Market Fulton MD 20759
Place
FDD C-59
Mayer Fitness LLC 301-515-4040 18319 Leaman Farm Germantown MD 20874
Rd.
Tyrone Mayer 301-689-8900 13009 Mill House Germantown MD 20874 Projected to open
Court in Frostburg, MD
Fitness Forge LLC 301-302-0580 19405 Emerald Hagerstown MD 21742
Square, Suite 1500
Susan Mancho-Bacai 410-799-8300 8160 Washington Jessup MD 20794
Blvd
Rewards Health & Fitness, 240-242-3053 4265 Howard Ave Kensington MD 20895
LLC and Jasdeep Warren
Samir Patel 240-462-4352 8544 Scholars Lane Laurel MD 20723 Projected to open
in Jacksonville,
NC
Nursery Fitness, LLC 410-609-0106 810 Nursery Rd Linthicum MD 21090
Chesapeake Fitness Group 410-800-7924 672 Old Mill Road, , Millersville MD 21108
LLC Suite M
CAM, LLC 410-529-3020 5002 Honeygo Ctr. Perry Hall MD 21128
Dr.
Makey Fitness, LLC 410-667-0356 3430 Sweet Air Rd Phoenix MD 21131
Poolesville Fitness & Health, 240-489-3214 19942 Fisher Ave Poolesville MD 20837
LLC
NK Fitness, Inc. 301-517-6767 9725 Traville Gtwy Rockville MD 20850
Dr
NXS Fitness, LLC 240-397-9580 520 E Baltimore St Taneytown MD 21787
George Puvel 301-271-0077 130 Frederick Rd. Thurmont MD 21788
Sean Sites & Lori Sites 410-308-2348 55 W Aylesbury Rd, Timonium MD 21093
Ste A
Prabhakaran A. Raja 410-296-4966 40 York Rd Towson MD 21204
MUT, LLC 443-241-9131 410 Meadow Creek Westminster MD 21158 *
Dr
AF Northgate LLC 207-878-2008 91 Auburn St Portland ME 04103
AF SoPo LLC 207-699-0044 180 Waterman Dr South Portland ME 04106
Andrija Lipovac and Jennifer 810-512-4224 1099 Saint Claire Algonac MI 48001
Lipovac River Dr
FDD C-60
Ann Arbor AF, LLC 734-222-0955 2744 Jackson Rd Ann Arbor MI 48103
M & J Health Club, LLC 734-418-3338 3393 Plymouth Rd, Ann Arbor MI 48105
Ste D
JCW Holdings LLC 248-829-7800 4399 Interpark Dr Auburn Hills MI 48326 *
Michael O'Neill 734-325-2809 11780 Belleville Rd Belleville MI 48111
Jay Radloff and Beau Radloff 248-629-7745 3144 12 Mile Rd Berkley MI 48072
AWESOME FACTORY 810-227-3300 101 Brookside Ln, Ste Brighton MI 48116

LLC G
Michael Vischer, Deborah K. 517-499-3138 250 S Main St, Unit Brooklyn MI 49230
Vischer and John Aaron 7-8
Summy
J & S FITNESS, LLC 734-675-2447 23796 W Rd Brownstown MI 48183

Township
Kimberly and James Lee 231-846-2027 2101 Plett Rd Cadillac MI 49601
Body Atelier LLC 734-738-6872 45211 Cherry Hill Rd Canton MI 48188 *
John Clauda 734-254-9191 8501 N Lilley Rd Canton MI 48187
Susan Corey-Gaiser and 734-433-3333 1030 S Main St Chelsea MI 48118
Randall Gaiser
SJ Holdings, Inc. 586-949-0100 27653 23 Mile Rd Chesterfield MI 48051
NLYTND, Inc. 248-625-3002 9685 Dixie Hwy Clarkston MI 48348
ST Clinton Township, Inc. 586-416-4348 15222 Canal Rd Clinton Township MI 48038
Britt's Fitness, LLC 517-278-2777 355 S Willowbrook Coldwater MI 49036

Rd
Ken Konieczka 810-653-1981 622 N State Rd Davison MI 48423
JED FITNESS 313-444-1175 26334 Ford Rd Dearborn Heights MI 48127
ENTERPRISE, LLC
Steve Sherer 734-808-4348 7050 Dexter Ann Dexter MI 48130
Arbor Rd, Units 500
& 600
FDD C-61
Jesse Dunaway and Brian 989-932-6069 8753 Monroe Rd Durand MI 48429
Dunaway
NP Fitness, LLC 517-333-8383 16820 Chandler Rd, East Lansing MI 48823
Ste 109
401-U L.L.C. 906-233-0000 301 N Lincoln Rd, Ste Escanaba MI 49829
31
KGT HOLDINGS, LLC 248-479-6500 22078 Farmington Rd Farmington MI 48336
Bryan and Dawn Powell 248-553-1912 37592 W 12 Mile Rd Farmington Hills MI 48331
Ferlito Fitness Ferndale LLC 248-291-6645 22861 Woodward Ferndale MI 48220

Ave
Ronald Brink and David 734-782-3482 24619 Gibraltar Rd Flat Rock MI 48134
Michalak
Body Atelier LLC 810-230-0000 2133 S. Linden Rd. Flint MI 48532
Joanna Schofield 810-210-5061 3445 Van Campen Rd Flint MI 48507 Projected to open
in Fenton, MI
SJ Fraser, Inc. 586-285-1404 31887 Utica Rd. Fraser MI 48026
J & H Fitness, LLC 231-924-7701 1224 W Main St Fremont MI 49412
Jesse Dunaway and Teresa 810-640-7923 7441 N Genesee Rd Genesee MI 48437
Dunaway
Christopher Goll and 810-694-6003 10293 S Saginaw Rd Grand Blanc MI 48439
Montgomery McClelland
Christopher Goll, 810-694-7800 2241 E Hill Rd Grand Blanc MI 48439
Montgomery McClelland and
Jamie Goll
Nate Cave, LLC 206-660-8112 87 Commerce St Grant MI 49327 Projected to open

in Nashville, TN
A & A Anytime, Inc. 906-346-2525 48 E Stephenson Ave Gwinn MI 49841 *
Gratitude Fitness, LLC 906-249-9800 1001 M-28 E Harvey MI 49855
AF Haslett, LLC 517-977-1444 2119 Haslett Rd, Ste Haslett MI 48840
C-D
FDD C-62
Brett Boyd and Tyson 517-439-2407 210 West Carleton Hillsdale MI 49242
Carpenter Rd, Ste A
DSM Fitness, LLC 616-796-8700 977 Butternut Dr, Ste Holland MI 49424
16
Debbie Henderson and 517-540-1552 980 W Highland Rd Howell MI 48843
Marvin Henderson
FIF, Inc. 810-632-0022 1812 Old US 23 Howell MI 48843
Kenneth Konieczka 810-721-1988 1847 Van Dyke Rd Imlay City MI 48444
401-U L.L.C. 906-774-0000 1078 S Stephenson Iron Mountain MI 49801
Ave
A & A Anytime, Inc. 906-485-4502 130 N Pansy St Ishpeming MI 49849 *
Amanda Rainsberger 517-748-9351 4010 Page Ave Jackson MI 49254
Anytime of Jackson West, 517-743-4004 916-966 N West Ave Jackson MI 49202
LLC
Nick & Angela Schmidt 269-365-9855 6980 Stadium Dr Kalamazoo MI 49009
LakeSenac, LLC 248-499-9425 3603, 3607 & 3611 Lake Orion MI 48359
South Baldwin Rd
Bedford Fitness LLC 734-568-6000 7300 Secor Rd., Ste. Lambertville MI 48144
4B
Kenneth Konieczka 810-660-8500 700 S. Main St., suite Lapeer MI 48446
120 C
Stephen W. Powell and Gail 734-744-5395 37189 Six Mile Rd. Livonia MI 48152
Lynn Powell
Salvator Maceri III 586-232-4905 16336 26 Mile Rd Macomb MI 48042
SJ Macomb, Inc. 586-690-8125 48812-48816 Romeo Macomb MI 48044
Plank
Chow Fitness, Inc. and 248-588-1020 32340 N Campbell Rd Madison Heights MI 48071
Jessica Ashley
401-U L.L.C. 906-226-6000 1175 W Washington Marquette MI 49855
St
Jeriamiah Joseph and Betsy 269-781-2212 15873 W Michigan Marshall MI 49068
Joseph Ave, Ste 3
Shaymvle, Inc. 810-937-5974 3270 Gratiot Ave Marysville MI 48040
FDD C-63
Meek Enterprises, Inc. 269-944-9199 56098 S Main St Mattawan MI 49071
Vincent Rotondo and Patrick 734-384-3376 1267 N Telegraph Rd Monroe MI 48162
Strausbaugh
A & A Anytime, Inc. 906-387-2220 601 W Munising Ave Munising MI 49862 *
Debbie Henderson, Marvin 586-716-3449 51400 County Line New Baltimore MI 48047
Henderson and Jessica Betts Rd
May Fitness, LLC 248-348-8080 47980 Grand River Novi MI 48374

Ave
Ortonville Fitness, LLC 248-627-4800 250 N Ortonville Rd Ortonville MI 48462
Complete Woman, Inc. 248-969-3600 186 S. Washington Oxford MI 48371
Clinton J. Scollard and 231-348-2500 2170 Anderson Rd, Petoskey MI 49770
Aimee D. Perrin-Scollard Ste 120
David Dusseau 810-231-9550 9500 Chilson Cir Pinckney MI 48169
JCW Holdings LLC 810-813-1755 300 Tom Avenue Pontiac MI 48341 Projected to open *
in TBD, MI
JCW Holdings LLC 810-813-1755 300 Tom Avenue Pontiac MI 48341 Projected to open *
in West
Bloomfield Twp,
MI
Kyle Westberg and Brent 248-332-2833 149 N Perry St Pontiac MI 48342

Westberg
AF Portage, LLC 269-270-3165 283 W Centre Ave Portage MI 49024
Debbie and Marvin 586-430-1526 67200 Gratiot Ave Richmond MI 48062
Henderson
SJ Rochester, Inc. 248-608-4475 1390 Walton Blvd Rochester Hills MI 48309
401-U L.L.C. 906-253-0000 4422 I-75 Business Sault Ste. Marie MI 49783
Spur
Health Clubs Inc. 248-923-3000 2079 25 Mile Rd Shelby Charter MI 48316
Township
FDD C-64
Salvatore Maceri III 586-405-0493 54563 Shelby Twp MI 48315 Projected to open *
Queensborough Dr in TBD, MI
James Cox, Suzanne Cox, 248-573-7730 20758 Pontiac Tr South Lyon MI 48178
Sheryl Cox and Paul Cox
Suzanne Cox, Paul Cox and 248-486-9600 57066 10 Mile Rd South Lyon MI 48178
Sheryl Cox
Landon Brink and David 734-250-7531 15345 Dix-Toledo Rd Southgate MI 48195
Michalak
DD Mind Body Health LLC 586-777-1200 24040 Harper Ave St. Clair Shores MI 48080
SJ St. Clair Shores, Inc. 586-415-9662 30110 Harper Ave St. Clair Shores MI 48082
Team LaFond Fitness, LLC 269-982-4022 1332 Hilltop Rd, Ste St. Joseph MI 49085
C
Meek Enterprises, Inc. 269-429-1222 5643 Cleveland Ave Stevensville MI 49127
Michael Vischer, Deborah K. 517-301-4908 1400-1422 W Tecumseh MI 49286
Vischer, John Aaron Summy Chicago Blvd
and Amanda Warford
KBH Fitness, LLC 231-941-7400 728 Munson Ave Traverse City MI 49686
Ryan Hitsman and Brandon 248-275-8316 2129 W S Blvd Troy MI 48098
Pringle
Blue Roc Studios, LLC and 248-926-0558 686 N Pontiac Trl Walled Lake MI 48390
Bryant Lawrence
CAPITOL FITNESS, INC. 586-806-2150 7580 E 9 Mile Rd Warren MI 48091
Matthew Shango 248-939-7169 4005 E 11 Mile Rd Warren MI 48092 Projected to open *
#336 in Clarkston, MI
Commit 2 Fit Inc. 586-336-7700 65929 Van Dyke Rd Washington MI 48095
Sean Yono and Karim Yono 248-499-8949 3399 Elizabeth Lake Waterford MI 48328
Rd
Bad Bird, Inc. 248-636-2260 6845 Highland Rd White Lake MI 48383
Dexter AF LLC 734-340-6262 1900 Whittaker Rd Ypsilanti MI 48197
Shawn Bromeland 507-377-8451 2508 Bridge Ave Albert Lea MN 56007
FDD C-65
McKinney & Sons LLC 763-276-7476 6589 Laketowne Pl Albertville MN 55301
NE
Elite Fitness of Alexandria, 320-763-8989 301 30th Ave W Alexandria MN 56308
Inc.
Cory Podany, Jill Podany and 763-421-1005 3450 Bunker Lake Andover MN 55304
Jason McDunn Blvd NW
21/90 Fitness Inc. 763-753-9270 5922 167th Ave NW Anoka MN 55303
VT Gibbs Investments, LLC 952-432-0100 6520 150th St W, Ste Apple Valley MN 55124
100
JAX FITNESS LLC 651-490-3348 3673 Lexington Ave Arden Hills MN 55126
Bandon Fitness (Texas), Inc. 218-354-7155 602 Front St N Barnesville MN 56514
Fitness Fundamentals LLC 218-454-2000 14091 Baxter Dr, Ste Baxter MN 56425
101
Bandon Fitness (Texas), Inc. 763-262-2333 14030 Bank St, Ste 4 Becker MN 55308
Blue Star Investments, LLC 218-444-5529 2526 Hannah Ave Bemidji MN 56601
Bandon Fitness (Texas), Inc. 763-263-1300 570 Humboldt Dr Big Lake MN 55309
Bodacious in Blaine, LLC 763-401-6500 10731 University Ave Blaine MN 55434
NE
Daryl Horak 952-303-3864 5107 W 98th St Bloomington MN 55437
Marie Louise Fitness, LLC 952-881-6102 8599 Lyndale Ave S Bloomington MN 55420
J & J Fitness, LLC 218-828-0909 302 5th Ave NE Brainerd MN 56401
Master Fitness, Inc. 763-762-6932 4646 85th Ave N Brooklyn Park MN 55443
Salus, LLC 763-682-9999 610 Crossroads Buffalo MN 55313
Campus Dr, Ste 101
David Schulze 952-222-9119 12700 Nicollet Ave, Burnsville MN 55337
121A
AF Running Bear, LLC 507-315-1207 827 High Pointe Dr Byron MN 55920
NE
Robert Haase, Stephanie 763-552-2348 113 Main St S Cambridge MN 55008
Haase, John Haase and
Pamela Haase
WNW Enterprises, Ltd 763-422-9236 11460 Marketplace Dr Champlin MN 55316

Karo Investments, LLC 952-361-4300 2980 N Chestnut St Chaska MN 55318
FDD C-66
McKinney & Sons LLC 651-257-1901 11183 Lake Blvd Chisago City MN 55013
Blue Star Investments, LLC 218-879-6220 910 SR-33 S Cloquet MN 55720
Scott Clark 763-421-7771 2421 Coon Rapids Coon Rapids MN 55433
Blvd NW
njoy Health, LLC 651-769-1311 7750 Harkness Ave S Cottage Grove MN 55016
Northland Enterprises, Inc. 218-281-1123 2115 Shalstrom Dr Crookston MN 56716
Jason White 763-531-9200 5580 W Broadway Crystal MN 55428
Ave
Steve Lokken, Alicia Lokken, 218-844-5656 1647 Hwy 10 W Detroit Lakes MN 56501
Mason Pender and Sara
Pender
Bandon Fitness (Texas), Inc. 218-227-0010 1710 Center Ave Dilworth MN 56529
Blue Star Investments, LLC 218-724-6653 1502 E Superior St Duluth MN 55812
Blue Star Investments, LLC 218-624-1311 215 N. Central Ave. Duluth MN 55807
Emphatically in Eagan, LLC 651-686-4667 1981 Silver Bell Rd, Eagan MN 55122
Ste 1800
Happy, Healthy & Hopeful 651-688-0324 1012 Diffley Rd Eagan MN 55123
LLC
Kory Knoff 218-773-2882 1010 Central Ave NE East Grand Forks MN 56721
Kyle Wheeler 952-417-6802 10165 Hennepin Eden Prairie MN 55344

Town Rd
Performance Trinity Life, 952-322-0637 8327 Sheridan Ln Eden Prairie MN 55347 Projected to open *
LLC in Ooltewah, TN
Sellin' Cheeks, LLC 952-562-8702 14711 Martin Dr Eden Prairie MN 55344
PLH & Associates - AF 612-221-6775 4451 W 76th St Edina MN 55435
Edina, LLC
Pyramid Fitness Group, LLC 763-633-4999 18850 Dodge St Elk River MN 55330
Northwest
Happy, Healthy & Hopeful 952-461-5554 321 Main St, Ste 104 Elko-New Market MN 55054
LLC
KDK, LLC 952-401-0101 340 State Hwy 7 Excelsior MN 55331
FDD C-67
Scott Karo and Christine 612-963-7200 4825 Ferncroft Dr Excelsior MN 55331 Projected to open
Dittrich in TBD, MN
Jack Von Bank 507-235-5055 462 S State St, Five Fairmont MN 56031
Lks Ctr
Success Clubs LLC 507-331-3434 1620 17th St NW Faribault MN 55021
KMH Enterprises, LLC 651-419-9050 20700 Chippendale Farmington MN 55024
Ave. W.
A&A Fitness LLC 651-982-4583 1432 S Lake St Forest Lake MN 55025
Mona Nelson 218-435-1566 903 S. Hilligoss Blvd. Fosston MN 56542
E.
Fitco, Inc. 507-237-3700 518 Main Ave Gaylord MN 55334
Blue Star Investments, LLC 218-999-7774 110 Golf Course Rd Grand Rapids MN 55744
Jewell Fitness, LLC 763-413-9348 1460 133rd Ln NE, Ham Lake MN 55304
Unit B
Bandon Fitness (Texas), Inc. 763-498-0087 10981 4th St NE Hanover MN 55341
Tony Nicholson and LaRoyce 651-438-8818 1355 S Frontage Rd, Hastings MN 55033
Nicholson Ste 340
Blue Star Investments, LLC 218-722-5930 4865 Miller Trunk Hermantown MN 55811
Hwy
Blue Star Investments, LLC 218-263-8200 3923 1st Ave. Hibbing MN 55746
Ronald Manning 651-429-2188 14643 Mercantile Dr, Hugo MN 55038
Ste 100
Hutchinson Health & Fitness 320-587-6900 525 S Grade Rd SW Hutchinson MN 55350
LLC
Robert Haase, Stephanie 763-444-6344 120 Heritage Blvd NE Isanti MN 55040
Haase, John Haase, Pamela
Haase
Ryan Brandts and Amanda 507-849-7348 508 2nd St Jackson MN 56143

Brandts
AF Jordan, LLC 952-492-3232 115 S. Broadway Jordan MN 55352
TKO Strength, LLC 507-634-8100 110 Main St W Kasson MN 55944
Lake City, Inc. 651-345-4401 1205 N 7th St Lake City MN 55041
FDD C-68
Empowered Fitness 952-985-8888 17811 Kenwood Trl Lakeville MN 55044
Lakeville, Inc.
J&T Fitness Investments 651-784-7033 552-554 Lilac St Lino Lakes MN 55014
LLC
Bandon Fitness (Texas), Inc. 320-593-0001 2226 E Frontage Rd Litchfield MN 55355
Feet in the Fire, LLC 651-321-1996 2680 Rice St Little Canada MN 55117
Chris Danielson 320-616-4700 205 16th St NE, Ste B Little Falls MN 56345
Rick Ryan Fitness LLC 763-300-3041 2073 Wayzata Blvd Long Lake MN 55356
W, Ste 300
TKO Health, LLC 507-642-2400 3 W Main St Madelia MN 56062
NKJ Fitness, LLC 507-388-7002 600 S. Riverfront Dr Mankato MN 56001
NKJ Fitness, LLC 507-388-7066 1751 N. Victory Dr Mankato MN 56001
RJSD Group, LLC and 763-425-1600 16445 CR-30 Maple Grove MN 55311
Jeffrey Marier
Trevor Linton, Beth Linton, 763-898-3956 6450 Wedgewood Rd Maple Grove MN 55311
Jesse Matter and Cheryl N
Matter
Bandon Fitness (Texas), Inc. 507-929-3101 201 E College Dr Marshall MN 56258

Salus, LLC 763-478-8881 5145 County Rd 101, Medina MN 55340
Ste 1010
CV Health MH, Inc. 651-687-0444 756 North Plaza Dr Mendota Heights MN 55120
Bandon Fitness (Texas), Inc. 612-444-7464 4725 Hiawatha Ave Minneapolis MN 55406
DBL-A, Inc. 612-339-6655 111 Washington Ave Minneapolis MN 55401
N, Ste 100
Highland Holdings, LLC 612-801-5118 39 Clarence Ave SE Minneapolis MN 55414 Projected to open *
in St. Paul, MN
Liberation of Lyndale, LLC 612-823-3120 5309-25 Lyndale Ave Minneapolis MN 55419
S
M&A Fitness, LLC 612-345-7753 2910 Lyndale Ave S Minneapolis MN 55408
FDD C-69
Northeastern Holdings, LLC 612-230-1330 2217 Central Ave NE Minneapolis MN 55418
Prospect Holdings, LLC 612-455-4100 2718 University Ave Minneapolis MN 55414
SE
Watson Health and Fitness, 612-521-4050 2104 W. Broadway Minneapolis MN 55411
Inc. Ave.
Salus LLC 952-545-1000 11104 Cedar Lake Rd Minnetonka MN 55305
SemperStrong Fitness, LLC 763-295-9000 4081 Cedar St Monticello MN 55362
Bandon Fitness (Texas), Inc. 218-227-5440 935 37th Ave S Moorhead MN 56560 *
Robert Haase, Stephanie 320-679-6970 901 Forest Ave E Mora MN 55051-
Haase, John Haase & Pamela 1617
Haase
Lake Minnetonka Fitness, 952-491-5200 2200 Commerce Mound MN 55364

LLC Blvd.
Ryon Savasta and Tracy 763-786-2244 2541 W County Rd 10 Mounds View MN 55112
Savasta
Salus, LLC 763-208-9489 3540 Winnetka Ave N New Hope MN 55427
CAS Fitness, LLC 952-758-9165 221 Chalupsky Ave. New Prague MN 56071
SE.
TKO Wellness, LLC 507-354-0700 512 1st St S New Ulm MN 56073
Karen Buckhouse 218-961-1111 24400 Smiley Rd N Nisswa MN 56468
Robert Haase, Stephanie 651-674-0580 38873 14th Ave North Branch MN 55056
Pamela Haase
Adina Bergstrom and Travis 952-230-1155 2169 15th Ave E North St. Paul MN 55109 Projected to open
Sohlman in Waconia, MN
Success Clubs, LLC 507-650-0010 618 Division St S Northfield MN 55057
njoy Health, LLC 651-702-6500 7077 10th St N Oakdale MN 55128
Alpine Fitness, LLC 763-493-6900 8829 Jefferson Hwy Osseo MN 55369
TNT Fitness Corporation 507-451-0144 1010 Hoffman Dr. Owatonna MN 55060
K & J Fitness of PR LLC 218-237-3737 200 Gilbert Ave. Park Rapids MN 56470
FDD C-70
Robert Haase, Stephanie 320-629-8987 925 Main St S Pine City MN 55063
Pamela Haase
CAS Fitness, LLC 507-562-4500 507 8th Ave SE Pipestone MN 56164

Trevor Linton, Beth Linton, 763-432-2099 4190 Vinewood Ln N, Plymouth MN 55442
Jesse Matter and Cheryl Ste 136
Matter
Lew.I.Is Enterprises, Inc. 763-389-1661 2025 2nd St N Princeton MN 55371

Smart Fitness LLC 763-712-3445 7876 Sunwood Ramsey MN 55303
Dr.NW, Ste 100A
O'Day Enterprises, LLC 651-212-8396 1105 Bench St Red Wing MN 55066
C Harrison Health and 612-243-3481 6401 Richfield Pkwy Richfield MN 55423
Fitness, LLC
Rochester Fitness, LLC 507-322-6225 1629 N Broadway Rochester MN 55906 *
Ave
Rochester Fitness, LLC 608-778-6320 73 Grandeville Rd Rochester MN 55902 Projected to open *
SW, #1021 in Rochester, MN
Rochester Fitness, LLC 608-778-6320 73 Grandeville Rd Rochester MN 55902 Projected to open *
SW, #1021 in Rochester, MN
Pyramid Fitness Group, LLC 763-428-1799 14142 Northdale Blvd Rogers MN 55374
Mademann Investment Group 651-322-4433 2678 149th St W Rosemount MN 55068
Rosemount, LLC
njoy Health, LLC 651-489-3600 1139 Larpenteur Ave Roseville MN 55113
W
Robert Haase, Stephanie 320-245-3191 418 Main St Sandstone MN 55072
Pamela Haase
Kelsey Schultz 320-774-1820 809 10th Ave N Sartell MN 56377

Sauk River Investments LLC 320-230-8484 225 2nd Ave N Sauk Rapids MN 56379
SV Holdings, LLC 952-226-2004 14233 O'Connell Ct. Savage MN 55378
FDD C-71
S & H Fitness LLC 952-233-8155 1206 Shakopee Town Shakopee MN 55379
Sq.
Lexington Investments LLC 651-393-5894 5922 Lexington Ave Shoreview MN 55126
N
Colleen Braun 507-794-2424 128 Main St E, Ste B Sleepy Eye MN 56085
Colleen Braun 507-723-8199 220 E Maple St Springfield MN 56087
M & M Fitness, LLC 612-260-2300 2701 39th Ave NE St. Anthony MN 55421
Bandon Fitness (Texas), Inc. 763-753-3399 23212 St. Francis St. Francis MN 55070
Blvd, Suite 900
TKO Fitness, LLC 507-375-3755 512 1st Ave. S. St. James MN 56081
AF St. Paul, LLC 651-292-1707 226 Spring St St. Paul MN 55102
Grand Fitness, LLC 651-340-2811 1059 Grand Ave. St. Paul MN 55106
Jet Investments LLC 651-772-0600 1700 Suburban Ave St. Paul MN 55106
Chad Guentzel 507-934-4604 1903 N 3rd St St. Peter MN 56082
AF Running Tiger, LLC 507-533-1923 99 20th St NE Stewartville MN 55976
Stillwater Anytime 651-439-5544 1270 W Frontage Rd, Stillwater MN 55082
Investment, Inc. Valley Rdg Mall
CCM Enterprise LLC 218-681-1305 1845 Hwy 59 S Thief River Falls MN 56701
Blue Star Investments, LLC 218-749-8000 5482 Mountain Iron Virginia MN 55792
Dr.
Quentin Luff and Sherri 651-565-4181 611 Broadway Ave Wabasha MN 55981
Schouweiler-Luff
Gladiator Fitness 320-230-8383 1143 2nd St S Waite Park MN 56387
Incorporated
Wellness for Life, LLC 507-201-5087 115 4th St SW Waseca MN 56093
Fitness 101, Inc. 952-406-8225 3428 County Rd 101 Wayzata MN 55391
S
njoy Health, LLC 651-457-0300 1201 S Robert St, Ste West St. Paul MN 55118
2
Neslan, LLC 651-330-0367 4600 Centerville Rd White Bear Lake MN 55127
FDD C-72
NKJ Fitness, LLC 651-426-8054 955 Wildwood Rd White Bear Lake MN 55115
Bandon Fitness (Texas), Inc. 320-441-2300 1605 S 1st St Willmar MN 56201

Versatile Fitness, Inc. 507-494-0000 975 Frontenac Dr Winona MN 55987
Jacek Kozdroj & Gabriella 651-714-0800 755 Bielenberg Dr. Woodbury MN 55125
Kozdroj
K & J Fitness, LLC 651-998-1099 1125 Woodbury Dr Woodbury MN 55129
Minnesota Fitness, LLC 507-295-7110 1151 Ryans Rd., Ste. Worthington MN 56187
112
Bandon Fitness (Texas), Inc. 763-856-0400 12530 Fremont Ave, Zimmerman MN 55398
Ste 300
SH3 Health Consulting, LLC 636-527-6470 14557 Manchester Rd Ballwin MO 63011
Ryan Wattenbarger and 816-841-8841 772 SW East US Hwy Blue Springs MO 64015
Jennifer Rachel Wattenbarger 40
Sonya Price and Pathe Price 816-632-6200 603 E Platte Clay Cameron MO 64429
Way
LM Fitness, LLC 573-332-0023 1131 N Kingshighway Cape Girardeau MO 63701
St
Mike Fischer 314-485-8986 62 Four Season Chesterfield MO 63017
Shopping Ctr
Tony Fuselier and John 660-240-0690 348 W Business 36 Chillicothe MO 64601
Engert Hwy
AF Missouri, LLC 573-483-0070 1729 West Broadway Columbia MO 65203
AF Missouri, LLC 573-886-7024 3200 Penn Ter, Ste Columbia MO 65202
117
AF Missouri, LLC 573-777-7024 2101 Corona Rd, Ste Columbia MO 65203
103
DP Fitness Group, LLC 314-965-0600 343 Watson Plz Crestwood MO 63126
Engert & Fuselier 816-630-6200 959 N Jesse James Rd Excelsior Springs MO 64024
Investments, LLC
Megan Brown, LLC 573-664-1445 759 Market St Ctr Farmington MO 63640
FDD C-73
Clinton Lee Fuselier Jr 573-719-3299 501 Huck Finn Hannibal MO 63401 *
Shopping Center
HudSim, LLC 816-884-3165 1911 N 291 Hwy Harrisonville MO 64701
Chriskarllfit, LLC 636-376-2990 7 Dillon Plz Dr High Ridge MO 63049
Van Weelden Insurance 573-204-0445 2451 N High St Jackson MO 63755
Agency, Inc.
Bradbury Fitness, LLC 573-659-4763 3220 W Edgewood Dr Jefferson City MO 65109
M & M Health and Fitness 816-746-6400 7000 NW 83rd St Kansas City MO 64152
Enterprises Inc.
Larker Fitness, LLC 816-903-1300 105 S Jefferson, B7-8 Kearney MO 64060
Engert & Fuselier 660-956-0574 2002 N Baltimore St Kirksville MO 63501
Investments, LLC
JMB Fitness, LLC 417-991-2525 1300 W Elm St Lebanon MO 65536
We Build Empires, LLC 816-781-0017 888 Haines Dr Liberty MO 64068
ML Training, LLC 417-724-8990 833 N Main St Nixa MO 65714
Omada Holdings, LLC 314-395-2627 9654 Olive Blvd Olivette MO 63132
Bradbury Fitness, LLC 573-693-9339 965 Hwy 42 Osage Beach MO 65065
Created in His Image, LLC 417-581-5500 1508 W. Hwy. J Ozark MO 65721
Cayleighs on Main LLC 816-858-7007 347 Main St Platte City MO 64079
HudSim, LLC 816-540-2012 2001 N 7 Hwy, Stes Pleasant Hill MO 64080
FGHI
Family Investment Group, 573-609-2600 2875 James Blvd Poplar Bluff MO 63901 *
LLC
HudSim, LLC 816-331-5040 913 W Foxwood Dr Raymore MO 64083
Fuselier Fitness, LLC 417-732-5999 581 E Elm St Republic MO 65738
Weir Fitness, LLC 816-776-5656 218 S. Thornton St. Richmond MO 64085
Edwin Van Weelden, 573-426-5299 201 S Bishop Ave Rolla MO 65401
Samantha Van Weelden,
Andrew Matulek and Lyn
Havin
FDD C-74
Omada Holdings LLC 660-281-8772 110 W 3rd St Sedalia MO 65301
PaSo Ventures, Inc. 816-532-5032 1010 S. US Hwy. 169 Smithville MO 64089
Gold Standard Fitness, LLC 417-719-4292 319N E Battlefield St Springfield MO 65807
John Gorman 417-887-2348 2767 W Republic Rd Springfield MO 65807
365FITNESS LLC 816-232-1315 1209 N. Belt Hwy, St. Joseph MO 64506-
Ste F 2411
Jjakyl Fitness, LLC 314-696-6952 4329F Butler Hill Rd St. Louis MO 63128
Titan Fitness, LLC 636-387-7777 7517 Mexico Rd St. Peters MO 63376
MBM Fitness, LLC 573-468-2348 250 S Service Rd E Sullivan MO 63080
Edwin Van Weelden 573-450-0332 PO Box 102 Union MO 63084 Projected to open
in St. Clair, MO
FIT AF Enterprises, LLC 636-584-0563 110 Union Plz Dr Union MO 63084
B & S Fitness Lifestyle, LLC 314-306-4359 2022 Phoenix Ctr Dr Washington MO 63090
Anthony Skinner and Laura 573-774-4195 1104 Historic Rte 66 Waynesville MO 65583
Skinner
Sure Fit Holdings, LLC 417-255-2555 1651 Gibson St West Plains MO 65775
Dave & Patti Bueker 636-273-1515 2450 Taylor Rd Wildwood MO 63040
Kenny Stubblefield 662-257-6330 60383 Cotton Gin Amory MS 38821
Port Rd
JM Fitness, LLC 228-466-2511 614 Blue Meadow Rd Bay St. Louis MS 39520
SH Capital MS-5 LLC 601-706-4605 2155 SR-18 Brandon MS 39042
TFE BYRAM MS LLC 601-371-8499 5750 I-55 S Byram MS 39272
SH CAPITAL MS-2 LLC 601-741-8079 303 S Van Buren Carthage MS 39051
Street
Delta Fit, LLC 662-843-8443 207 N Davis Ave, Ste Cleveland MS 38732
G
Anytimeps, LLC 662-570-4593 3918 US-45 Columbus MS 39705
SH CAPITAL MS-3 LLC 601-398-4036 2799 Hwy 49 S, Suite Florence MS 39073
E
SH Capital MS-4 LLC 601-992-3488 5651 MS-25 Flowood MS 39232
Fountain Enterprises, LLC 662-862-7737 104 Mueller Brass Rd. Fulton MS 38843
Omada Holdings LLC 662-294-8882 1301 Sunset Dr, Ste F Grenada MS 38901
FDD C-75
SH CAPITAL MS-6 LLC 601-321-9465 4924 I-55 N, Ste 107 Jackson MS 39211
Anytimeps, LLC 662-437-8988 534 N Church Ave Louisville MS 39339
Bobby Blane Britton 601-849-4757 1573 US 49 S. Magee MS 39111
WEC Enterprises, LLC 601-249-0356 417 Apache Dr McComb MS 39648
Pro Fit, Inc. 662-534-4009 220 Starlyn Ave. New Albany MS 38652
SH Capital MS-1 LLC 662-259-2296 2132 Jackson Ave W Oxford MS 38655
SH CAPITAL MS-7 LLC 601-664-0330 628 S Pearson Rd Pearl MS 39208
Twenty Four Seven Fitness, 601-749-3443 1605 Hwy. 11 Picayune MS 39466 *
LLC
TFE RICHLAND MS LLC 601-933-1945 655 Hwy 49 S, Suites Richland MS 39218
E, F, G
Omada Holdings LLC 662-844-1235 2421 W Main St Tupelo MS 38801
Ashley McAdam & Jesse 601-638-1101 3403 Pemberton Vicksburg MS 39180
McAdam Square Blvd, Unit C
Fountain Enterprises, LLC 662-492-5877 45 Airport Rd West Point MS 39773
B & W Fitness, LLC 601-928-1776 969 Hall St Wiggins MS 39577
MDS Fitness, Inc. 406-839-9060 1509 Main St Billings MT 59105
MDS Fitness, Inc. 406-294-0170 2724 Montana Ave Billings MT 59101
MDS Fitness, Inc. 406-839-2075 605 24th St W Billings MT 59102
MDS Fitness, Inc. 406-433-2248 117 E Main St Sidney MT 59270
Rocky Mountain Health & 406-777-3345 39 Stevensville Cutoff Stevensville MT 59870
Fitness, Inc. Rd.
Nikolai Maximov 828-277-7117 1863 Hendersonville Asheville NC 28803
Rd
Thomas Johnson 828-505-3715 805 Patton Ave Asheville NC 28806
James Sorey and Jody Sorey 225-571-2427 262 Quiet Waters Rd Belmont NC 28012 Projected to open *
in Charlotte, NC
in Belmont, NC
in TBD, NC
FDD C-76
Parana Fitness, LLC 910-253-8956 2819 Midway Rd SE Bolivia NC 28422
Boone AF, LLC 828-386-1100 368 Hwy 105 Ext Boone NC 28607
James Musselwhite and 336-329-9111 1617 Glidewell Dr, Burlington NC 27215
Matthew Hambright Ste 101
Eric Jones 919-276-4646 1207 Kildaire Farm Cary NC 27511
Rd
Father Daughter Fitness LLC 704-321-2463 10844 Providence Rd, Charlotte NC 28277
Ste 200
Fitolini, Inc. 980-800-2347 1636 Sardis Rd N, Charlotte NC 28270
Suite 160
Playerun, LLC and Carly 828-261-6728 3609 South Blvd Charlotte NC 28209
Mathison
Queen of Kings, LLC and 704-969-9121 1610 Oakhurst Charlotte NC 28205 *
George Fox Commons Dr
Sloan McNaughton 980-219-7552 10211 Prosperity Park Charlotte NC 28269
Dr
Rod Millett and Jennifer 919-243-2895 50 Neuse River Pkwy Clayton NC 27527
Cotten
ATF @ Denver, NC, Inc. 704-966-5858 165 Cross Center Rd Denver NC 28037
MedBrill Investments, LLC 919-908-8680 121 Sherron Rd Durham NC 27703
Band of Brothers Fitness 910-425-2542 951 Strickland Bridge Fayetteville NC 28304
Group Strickland Bridge, Rd
LLC
Southside Fitness LLC 910-745-9081 4251 Ramsey St Fayetteville NC 28311

Sean ODonnell 336-500-8712 5605 W Friendly Ave Greensboro NC 27410
Hammer and Stewart Strong, 919-283-4555 5225 Sunset Lake Rd. Holly Springs NC 27540
LLC
Rod Millett 704-906-7954 300 Quaker Meadows Holly Springs NC 27540 Projected to open
Qt. in TBD, NC
Southside Fitness LLC 910-425-2590 4230 Legion Rd Hope Mills NC 28348
ATF Health & Fitness, Inc. 704-948-8988 9856 Gilead Rd, Ste Huntersville NC 28078
101
FDD C-77
Omada Holdings LLC 704-273-1616 6270 Bayfield Pkwy Kannapolis NC 28027
Fitness 11, LLC and Alex 828-754-0570 112 Wilkesboro Blvd Lenoir NC 28645 *
White SE
Carolina Medical and 704-603-3299 750 Indian Wells Lexington NC 27295 Projected to open *
Laboratory Management, Inc. Circle in Salisbury, NC
Symmetry Health and 704-989-1354 15040 Idlewild Rd Matthews NC 28104

Fitness, Inc.
David Piejak 980-999-2232 8124 Blair Rd Mint Hill NC 28227
Mitan Corporation 704-766-8400 837 E Roosevelt Blvd Monroe NC 28112
Alpha Fitness, LLC 704-249-6456 516-D River Mooresville NC 28117 Projected to open *
Highway, Ste 248 in TBD, FL
Alpha Fitness, LLC 704-249-6456 516-D River Mooresville NC 28117 Projected to open *
Highway, Ste 248 in Sanford, FL
Carolina Medical and 704-235-4959 858 A Brawley Mooresville NC 28117 *
Laboratory Management, Inc. School Rd
Crystal Coast Sports 252-648-8808 4913 Bridges St. Morehead City NC 28557
Network, LLC
Fit For All Seasons, Inc. 919-377-0357 2103 Grace Park Dr Morrisville NC 27560
Jon Martin Gambill, Jerry 336-719-6588 844 N Main St Mount Airy NC 27030
Bryan Davis II, James Gwyn
Gambill & Rajni Patel
Barricklow Fitness, LLC 336-973-4348 1108 D St North Wilkesboro NC 28659
Jonathan Rogers and Daniel 843-741-0012 2025 Inland Dr SW Ocean Isle Beach NC 28469 Projected to open
Rogers in Longs, SC
Hannah Hershner- 910-365-9882 110 Ivey Lane Pinehurst NC 28374
Ambrozewski and Tristan
Ambrozewski
FDD C-78
Christopher Pointe 704-889-0800 601 N Polk St Pineville NC 28134
Corpus Enterprises, LLC, Joe 919-533-5722 4500 Falls of Neuse Raleigh NC 27609
Corpus and Olo Onuma Rd
Latissimus, LLC 919-776-0211 2563 Hawkins Ave Sanford NC 27330
Team Ski Fitness LLC 910-365-9888 128 Brucewood Rd Southern Pines NC 28387
Grinnell Family Fitness, LLC 704-256-1690 5409 Potters Rd Stallings NC 28104
BLJ Management Inc. 919-435-8544 3309 Rogers Rd, Ste Wake Forest NC 27587
205
David J. Pohorence 704-661-3320 4412 Hoffmeister Waxhaw NC 28173 Projected to open
Drive in Waxhaw, NC
Fitolini, Inc. 704-728-9442 1205 Glynwater Lane Waxhaw NC 28173 Projected to open
in Harrisburg, NC
South Charlotte Sports, LLC 704-821-0885 5941 Weddington Rd, Wesley Chapel NC 28104
Suite 107
Newlife Fitness 5, Inc. 910-769-3654 3715 Patriot Way Wilmington NC 28412 *
Newlife Fitness 5, Inc. 910-933-0101 5060 New Centre Dr, Wilmington NC 28403 *
Ste 70
The Integritas Group of 336-770-9965 482 E Hanes Mill Rd Winston-Salem NC 27105
North Carolina, Inc. & Webb
Family Enterprises, LP
OCHOSI ENTERPRISES 919-554-4562 1130 US-1 N Youngsville NC 27596

LLC
Bandon Fitness (Texas), Inc. 701-258-6532 141 Ivy Ave Bismarck ND 58504
MDS Fitness, Inc. 701-751-0448 4600 N 19th St, Ste Bismarck ND 58503
501
Quest 4 Fitness, Inc. 701-662-3411 205 6th St NE Devils Lake ND 58301
MDS Fitness, Inc. 701-483-9747 620 19th St W Dickinson ND 58601
Bandon Fitness (Texas), Inc. 701-277-5040 1801 45th St S Fargo ND 58103
Bandon Fitness (Texas), Inc. 701-239-1781 2614 N Broadway, Fargo ND 58102
Ste B
FDD C-79
Bandon Fitness (Texas), Inc. 701-566-8507 5050 Timber Pkwy S, Fargo ND 58104 *
Suite 116
Heiden Fitness, LLC 701-215-4554 659 Wyndemere Dr. Fargo ND 58078 Projected to open *
West in Horace, ND
Blue Star Investments, LLC 701-738-0036 3750 32nd Ave S Grand Forks ND 58201
Blue Star Investments, LLC 701-252-4142 2400 Hwy 281 S, Ste Jamestown ND 58401
F3-F4
Bandon Fitness (Texas), Inc. 701-663-8209 408 1st St NW, Ste B Mandan ND 58554
Carmen M. Buckmeier and 701-852-3333 305 20th Ave. SW. Minot ND 58701
James L. Buckmeier
James L. Buckmeier and 701-838-3333 1100 N Broadway Minot ND 58703
Carmen M. Buckmeier
Carmen M. Buckmeier 701-776-6683 272 Hwy 2 SW Rugby ND 58368
Sherry McGlaughlin 701-664-3456 801 Elm St Tioga ND 58852
Heiden Fitness, LLC 701-591-0192 1651 Wheatland Rd Wahpeton ND 58072 *
MDS Fitness, Inc. 701-774-1935 1542 16th St W, Unit Williston ND 58801
204
JAAM Enterprises, Inc. 402-228-2277 2317 N 6th St, #10 Beatrice NE 68310
Pokorny Ventures, Inc. 402-504-6531 15605 Bennington Rd Bennington NE 68007
Nichron, LLC 402-533-8200 1844 Washington St Blair NE 68008
Blue Star Investments, LLC 402-564-3488 333 E 23rd St, Ste 100 Columbus NE 68601
Pro Body Fit, LLC 402-939-7444 20231 Manderson St Elkhorn NE 68022
Paulsen Fitness, LLC 402-727-7919 2415 E 23rd Ave S, Fremont NE 68025
Ste 400
Robinson Fitness, L.L.C. 308-382-4700 3721 W 13th St, Ste B Grand Island NE 68803
Lubrand Fitness, LLC 402-916-9111 11863 S 216th St, Ste Gretna NE 68028
1
GAB Fitness, Inc. 402-462-5225 1211 East South St Hastings NE 68901
Kim Tegtmeier and Teresa 402-792-8792 6710 Woodland Blvd Hickman NE 68372
Keslar
Robinson Fitness, L.L.C. 308-233-5500 810 E 56th St, Ste 2 Kearney NE 68847
MELSON FITNESS, LLC 308-324-3481 210 Frontier St Lexington NE 68850
FDD C-80
Hype Woodworks L.L.C. 402-438-7777 4900 N 26th St, #106 Lincoln NE 68521
Hype Woodworks L.L.C. 402-742-7777 7301 S 27th St, Ste Lincoln NE 68512
100
Hype Woodworks L.L.C. 402-488-7777 4131 Pioneer Woods Lincoln NE 68506
Dr, Ste 106
Kirk A. Cox and Megan Cox 402-413-5275 8055 Colby Street Lincoln NE 68505 Projected to open
in TBD, NE
Jesica Anderson and Brad 612-619-1273 17400 N 84th St Lincoln NE 68517 Projected to open
Anderson in Waverly, NE
SBLF-NE Ltd 308-777-2099 204 Norris St McCook NE 69001 *
Blue Star Investments, LLC 402-713-5124 1556 S 11th St Nebraska City NE 68410
Sibert Fitness, LLC 402-371-6600 2118 Market Ln, Ste 2 Norfolk NE 68701
SBLF-NE Ltd 308-221-6677 310 E 5th St North Platte NE 69101 *
Janette Hobbs 402-336-2285 409 E Douglas St O' Neill NE 68763
Sportsman Lake, LLC 402-685-4011 235 N. Oakland Ave Oakland NE 68045
JATA Corp. 402-991-2333 1027 Jones St Omaha NE 68102
JATA Corp. 402-505-4466 15505 Ruggles St Omaha NE 68116
Lubrand Fitness, LLC 402-560-2282 18716 Alder Drive Omaha NE 68136 Projected to open
in TBD, NE
Markus Grubham 402-991-8663 2215 N 90th St Omaha NE 68134
Shape Nebraska, LLC 402-934-5488 1121 S 180th St Omaha NE 68130
Wallace Health & Fitness, 402-504-9555 11336 S 96th St Papillion NE 68046
Inc.
Aptitude Investments, LLC 402-385-6246 614 Main St Pender NE 68047
Plattsmouth Fitness, LLC 402-298-4351 2380 W 8th Ave, Stes Plattsmouth NE 68048
1-2
Glenn Ennen and Kim Ennen 402-352-0300 690 W 16th St Schuyler NE 68661
SBLF-NE Ltd 308-633-1000 1700 Broadway Scottsbluff NE 69361

James Reynolds and Denise 402-241-8943 2601 Cornhusker Dr South Sioux City NE 68776
Reynolds
FDD C-81
Stu Kolosick and Kara 402-372-9910 104 N Main St West Point NE 68788
Baumert
"Fall Forward" Fitness & 603-580-4068 44 Town Farm Rd Chester NH 03036 Projected to open
Wellness Center, LLC in Exeter, NH
Rebecca Capo 603-942-6027 262 1st NH Turnpike, Northwood NH 03261
Ste. 1
JSK Fitness, LLC 603-298-6770 66 Benning St., Ste. 2 West Lebanon NH 03784
Robert Scaccia 603-552-3147 32 Indian Rock Rd Windham NH 03087
Michael Sharp and John 856-391-5900 597 Shiloh Pike Bridgeton NJ 08302
Torpey
Ryan Murphy 609-893-1261 18 Broadway St Browns Mills NJ 08015
GFF Fitness, Inc. 201-917-7277 695 Anderson Ave Cliffside Park NJ 07010 *
Ferlima Fitness LLC 732-882-1111 549 Inman Ave Colonia NJ 07067
GFF Fitness, Inc. 845-642-5944 706 Alexander Way Edgewater NJ 07020 Projected to open *
in Hoboken, NJ
GFF Fitness, Inc. 845-642-5944 706 Alexander Way Edgewater NJ 07020 Projected to open *
in TBD, NJ
A.M. Cleaning Solutions, Inc. 201-565-3469 430 Market St, Units Elmwood Park NJ 07407
6-8
Matthew and Stacey 973-827-8900 45 Mitchell Avenue Franklin NJ 07416
Pokrywka
DTA Fitness LLC 732-584-6111 441 Elizabeth Ave Franklin Township NJ 08873
Michael Collazo and Laila 609-241-1650 45 S New York Rd Galloway NJ 08205

Collazo
Dr. John Nosti and Jennifer 609-994-0696 344 N Main St Lanoka Harbor NJ 08734
Nosti
Michael Collazo and Laila 609-625-1999 6016 Main St Mays Landing NJ 08330
Collazo
Michael Sharp 856-765-5196 1601 N High St Millville NJ 08332
Ferlima Fitness LLC 973-866-0246 312 Bloomfield Ave Montclair NJ 07042
FDD C-82
Butterfly Ventures, LLC 973-998-6300 1004 Tabor Rd Morris Plains NJ 07950
Matthew Pokrywka and 973-208-8200 5734 Berkshire Vly Oak Ridge NJ 07438
Stacey Pokrywka Rd
JW Fitness Limited Liability 732-714-0010 2809 Rte 88 Point Pleasant NJ 08742
Company
Tyrone Sherrod 908-624-7070 1350 Galloping Hill Union NJ 07083
Rd
Michael Sharp 856-839-0065 301 S Main Rd, Unit Vineland NJ 08360
D5
Michael Sharp 856-885-4662 1041 Glassboro Rd Williamstown NJ 08094
Douglas Graham and 575-439-8100 1300 Hamilton Rd Alamogordo NM 88310
Deborah Graham
All Viable Assets, LLC 505-296-0000 3301 Menaul Blvd Albuquerque NM 87107
NE, Ste 14-15
Exercise Strength, LLC 505-934-0524 5809 Juan Tabo NE Albuquerque NM 87111
Make It Happen, LLC 505-839-0008 2115 Vista Oeste NW, Albuquerque NM 87120
Ste A
Myriad, Inc. 505-821-9850 9550 Sage Rd SW, Albuquerque NM 87121
Ste A105
Team Guys, LLC 505-426-4234 3824 Shenandoah PL Albuquerque NM 87111 Projected to open
NE in Taos, NM
Team Guys, LLC 505-259-9390 3824 Shenandoah PL Albuquerque NM 87111 Projected to open
NE in Roswell, NM
TRB Enterprises LLC 505-375-2020 4212 Coal Ave SE Albuquerque NM 87108
TRB Enterprises LLC 505-220-1525 PO Box 52126 Albuquerque NM 87181 Projected to open
in Albuquerque,
NM
VisionFit, LLC 505-898-9022 5708 McMahon Blvd Albuquerque NM 87114

NW
Team Guys 5, LLC 505-334-9595 105 W Aztec Blvd Aztec NM 87410
Martin Lebrun and Fernando 575-689-1156 400-2 Cascades Ave Carlsbad NM 88220
Ibarra
FDD C-83
Team Guys, LLC 505-587-1500 603 Silkey Way Espanola NM 87532
Team Guys 3, LLC 505-325-5848 4917 E Main St Farmington NM 87402
Team Guys 4, LLC 505-436-7600 1245 W Apache Farmington NM 87401
Street
Martin Lebrun and Fernando 575-616-7600 3825 North Grimes St Hobbs NM 88240
Ibarra
Aspenbay, LLC 575-521-1001 115 Roadrunner Way, Las Cruces NM 88011
Ste 4
Team Guys, LLC 505-587-7870 1650 7th St Las Vegas NM 87701
Nicholas Muller 505-551-0551 195 East Rd Los Alamos NM 87544
T-Fit, LLC 505-375-2400 2510 Main St Los Lunas NM 87031
Myriad, Inc. 505-867-3111 4405 Jager Dr. NE, Rio Rancho NM 87144
Ste. B1
OSO LLC 575-502-5438 2927 Sudderth Dr Ruidoso NM 88345
Capital City Fitness Group, 505-424-9770 4641 Airport Rd, Ste Santa Fe NM 87507
LLC 9
Santa Fe ATF, LLC 505-424-0500 720 St. Michael's Dr. Santa Fe NM 87505
Desert Valley Fitness, Inc. 702-440-3400 806 Buchannan Blvd, Boulder City NV 89005
Ste 101
Mike Blasquez 775-222-0022 2629 N Carson St Carson City NV 89706
Mike Blasquez and Michelle 775-885-7771 4530 S Carson St Carson City NV 89701
Blasquez
Reed Inc. 775-289-8855 1500 Great Basin Ely NV 89301
Blvd
Fernley ATF, LLC 775-575-9300 1201 Penny Ln, Ste Fernley NV 89408
120-130
Gardnerville ATF, LLC 775-783-5130 1352 Hwy 395, Unit Gardnerville NV 89410
#101-104
Amy Paolinelli and Brett 562-331-6241 1330 Calle Calma Henderson NV 89012 Projected to open
Paolinelli in TBD, NV
ATF ONE, LLC 702-202-1371 1510 W Horizon Rdg Henderson NV 89012
Pkwy
FDD C-84
Herban Infusion, LLC 702-747-9194 2920 Bicentennial Henderson NV 89044
Pkwy
International Gym Brands, 702-586-1500 855 Seven Hills, Stes Henderson NV 89052
Inc. 120-150
AF Summerlin LLC 702-818-5311 9436 W Lk Mead Las Vegas NV 89134
Blvd, Ste 10
Anytime Vegas LLC 702-434-0240 6125 S Fort Apache Las Vegas NV 89148
Rd, Ste 212
Audrey Arnold, Lenny 702-498-3530 3432 Coconino Lane Las Vegas NV 89129 Projected to open
Taylor and James Arnold in TBD, OR
Bandon Fitness (Texas), Inc. 702-207-6483 5635 E. Charleston Las Vegas NV 89142
Blvd
Bandon Fitness (Texas), Inc. 702-438-2407 6520 E. Lake Mead Las Vegas NV 89156
Blvd., Ste.107
Branden Hamika 702-449-3017 8 Chalk Hill Ct Las Vegas NV 89141 Projected to open
in Seattle , WA
Health and Fitness USA, 702-800-6779 500 E Windmill Ln, Las Vegas NV 89123
LLC Ste 150
Vital Physio LLC 702-459-2424 7537 S Rainbow Las Vegas NV 89139
Blvd, Ste 109
Volta Lake Enterprises, LLC 702-820-0660 8490 West Desert Inn Las Vegas NV 89117 *
Rd
Volta Lake Enterprises, LLC 702-820-0770 6070 W Craig Rd Las Vegas NV 89130 *
Volta Lake Enterprises, LLC 702-210-9423 8424 Iillusionary Las Vegas NV 89131 Projected to open *
Magic Circle in Las Vegas, NV
ALL4GOOD Inc. 530-570-7446 9040 Spearhead Way Reno NV 89506 Projected to open *
in Chico, CA
ALL4GOOD Inc. 530-570-7446 9040 Spearhead Way Reno NV 89506 Projected to open *
in Paradise, CA
Borden Fitness Group, LLC 775-677-2233 1130 N Hills Blvd Reno NV 89506
Brandon Borden 775-677-2900 202 Silver Lake Rd Reno NV 89508
FDD C-85
Brandon Borden 775-287-7589 3154 Vista Favoloso Reno NV 89519 Projected to open
in Spanish Springs,
NV
Brandon Borden 775-473-4040 50 W Liberty St, Ste Reno NV 89501

105
Functional Fitness, LLC 775-622-8034 4784 Caughlin Pkwy., Reno NV 89519
Ste. 401
Functional Fitness, LLC 775-852-7007 18603 Wedge Pkwy, Reno NV 89511
Stes D-E
Pointer Holdings, LLC 775-848-4892 5255 Longley Ln, Reno NV 89502
Stes 120, 125, 130
Spanish Springs ATF, LLC 775-746-8400 6370 Mae Anne Ave, Reno NV 89523
Stes 4-5
Fitinvest, LLC 775-626-2500 2494 Wingfield Hills Spanish Springs NV 89436
Rd, Ste 120
Brandon Borden 775-358-1144 3170 Vista Blvd, Ste Sparks NV 89436
106
Watchmen Fitness Group, 775-777-1348 278 Spring Creek Spring Creek NV 89815
LLC Pkwy, Ste 103
Yerington ATF, LLC 775-463-3848 243 N Main St Yerington NV 89447
Karen Reaney and Brian 775-580-7266 212 Elks Point Rd Zephyr Cove NV 89448
Moore
Antonio & Antonio LLC 914-648-0055 720 N Bedford Rd Bedford Hills NY 10507
Daniel McAuliffe Ltd. 607-217-4020 1247 Upper Front St Binghamton NY 13905
MBH Canandaigua, LLC 585-396-9777 4402 Rte 5-20 Canandaigua NY 14424
Rock Haven Ventures LLC 845-237-7016 29 Quaker Rd Cornwall NY 12518
Antonio & Antonio LLC 914-719-5466 1 E Main St Elmsford NY 10523
BSPN Fitness, LLC 518-636-5111 175 Broad St Glens Falls NY 12801
Tyris Gyms, LLC and Austin 802-379-5725 1169 NY-29 Greenwich NY 12834
Dority
FDD C-86
Scott Daley and Brooke 518-636-5410 3736 Burgoyne Ave. Hudson Falls NY 12839
Daley
David Dix Fitness, LLC and 716-489-3089 901 Fairmount Ave Jamestown NY 14701
Erica Ireland
Fadi Abdallah 315-715-3311 7165 Buckley Rd Liverpool NY 13088 *
Bigger Stronger Smarter 716-433-3400 459 S Transit Rd, Ste Lockport NY 14094
Enterprises, LLC and 201
Matthew Chausse
Fit For All, Inc. 315-986-4380 515 Sampson Dr Macedon NY 14502

Desa Fitness of NY LLC 914-487-8033 218 S Highland Ossining NY 10562
Avenue
Antonio & Antonio LLC 914-606-1368 60 Washington Ave Pleasantville NY 10570
Thomas Masaschi and Ellen 585-454-1115 50 Chestnut St Rochester NY 14604
VanCamp
JEMF Buffalo Industrial LLC 347-385-7893 2130 Route 94 Salisbury Mills NY 12577 Projected to open *
in Salisbury Mills,
NY
Arc Springs, LLC 518-415-5551 60 West Ave Saratoga Springs NY 12866 *
Matthew Bialuk and Jonathan 609-709-5074 4 Tiffany Place Saratoga Springs NY 12866 Projected to open *
Gable in Manahawkin,
NJ
Matthew Bialuk and Jonathan 609-709-5074 4 Tiffany Place Saratoga Springs NY 12866 Projected to open *
Gable in Toms River, NJ
Michael Gennusa and Todd 914-301-5969 325 Rte 100, Store Somers NY 10589
Douglas LL1
Farrell Junior, Inc 315-385-1514 172 Woodbine Ave Syracuse NY 13206 Projected to open
in TBD, NY
Vision Casting, Inc. 607-930-4444 3701 Vestal Pkwy E Vestal NY 13850
Rock Haven Ventures LLC 845-713-5133 78 Oak St Walden NY 12586
Rock Haven Ventures LLC 845-544-7727 62 Galloway Rd Warwick NY 10990
FDD C-87
Randy Stanifer 513-947-2345 212 W Main St Amelia OH 45102
CNS Fitness LLC 440-984-4961 7590 Oak Point Rd Amherst OH 44001
Avon Fitness LLC 440-934-1961 35516 Detroit Rd Avon OH 44011
Fitness Nation, LLC 937-709-9113 6254 Wilmington Bellbrook OH 45459
Pike
Lyle Endsley 937-595-0303 210 W Columbus Bellefontaine OH 43311
Ave, Suite 1
The Bellevue Hospital 419-484-5426 102 Commerce Park Bellevue OH 44811
Drive
QBR Holdings, LLC 561-255-2500 795 Squirrel Hill Dr Boardman OH 44512 Projected to open
in Boardman, OH
Bandon Fitness (Texas), Inc. 419-315-8510 1038 N Main St Bowling Green OH 43402
Fielding Health & Fitness, 330-220-4446 3714 Center Rd Brunswick OH 44212
LLC
Bandon Fitness (Texas), Inc. 419-513-1012 1120 S Main St Bryan OH 43506
Bandon Fitness (Texas), Inc. 419-689-5298 199 S Stetzer Rd Bucyrus OH 44820
David McIntyre 740-260-8593 61600 Southgate Rd Cambridge OH 43725 *
#105
JC Fitness, LLC 330-967-0000 6442 S Raccoon Road Canfield OH 44406 *
HJD Fitness, LLC 330-477-5000 5135 W Tuscarawas Canton OH 44708
Bandon Fitness (Texas), Inc. 567-876-1399 228 E Market St Celina OH 45822
Everfit, LLC 440-729-0480 8009 Mayfield Rd Chesterland OH 44026
Dell Smith and Trent 740-779-0999 1560 N Brg St Chillicothe OH 45601 *
Patterson
Bandon Fitness (Texas), Inc. 740-207-5217 23585-23591 US 23 Circleville OH 43113
Victorious Fitness G2 Inc. 216-221-1712 11517 Clifton Blvd Cleveland OH 44102
Victorious Fitness Inc. 216-941-1100 3318 Warren Rd Cleveland OH 44111
VOMART, Inc. 440-350-6247 9950 Johnnycake Rdg Concord Township OH 44077
Rd, Unit B
Bandon Fitness (Texas), Inc. 740-575-1050 23635 Airport Rd Coshocton OH 43812
Love 4 G LLC 937-890-9300 9141 N Dixie Dr Dayton OH 45414
FDD C-88
Pumping Iron II, LLC 419-782-2111 8959 SR-66 Defiance OH 43512
Razor AF Corporation 740-602-0905 1710 Columbus Pike, Delaware OH 43015
Ste 218
Hoosier Fitness, Inc. 614-557-0652 5239 Avery Oak Dublin OH 43016 Projected to open *
Drive in New Albany, IN
Hoosier Fitness, Inc. 614-557-0652 5239 Avery Oak Dublin OH 43016 Projected to open *
Drive in TBD, IN
Jeffrey O'Mara 937-456-0135 1220 N Barron St Eaton OH 45320 *
CNS Fitness LLC 440-366-1140 625 Chestnut Cmns Elyria OH 44035
Dr
Brad Gibson 419-425-4269 1987 Tiffin Ave Findlay OH 45839
Bandon Fitness (Texas), Inc. 419-208-0820 1800 E State St Fremont OH 43420
MAD Fitness, LLC 614-687-1945 3050 Turnberry Ct Grove City OH 43123
H2A2 Investments, Inc. 513-367-2400 10501 New Haven Rd Harrison OH 45030
Bandon Fitness (Texas), Inc. 740-971-1128 534 E Main St Jackson OH 45640
Bandon Fitness (Texas), Inc. 567-876-1344 125 W Ohio St Kenton OH 43326
H2A2 Investments, Inc. 513-228-7771 1525 Genntown Dr Lebanon OH 45036
A + B Fitness For Life LLC 419-221-0030 2119 Elida Rd Lima OH 45805
Bandon Fitness (Texas), Inc. 740-463-9572 224 E Lafayette St London OH 43140
Randy Stanifer 513-583-6683 515 Loveland Loveland OH 45140
Madeira Rd.
Randall Stanifer 513-480-0050 5765 S State Route 48 Maineville OH 45039
PGDT, LLC 513-340-7269 7247 Wooster Pike, Mariemont OH 45227
Units 7247, 7249 &
7251
MAD Fitness, LLC 740-373-2407 223 Captain D Seeley Marietta OH 45750
Mia Dr
Razor AF Corporation 937-707-3494 15570 US 36 E Marysville OH 43040
H2A2 Investments, Inc. 763-229-3678 3449 Deer Creek Dr. Maumee OH 43537 Projected to open
in TBD, OH
H2A2 Investments, Inc. 763-229-3678 3449 Deer Creek Dr. Maumee OH 43537 Projected to open
in TBD, OH
FDD C-89
H2A2 Investments, Inc. 513-539-2424 269 N Main St Monroe OH 45050
Tripple JB Inc. 513-871-2424 3537 Columbia Pkwy Mount Lookout OH 45226
Bandon Fitness (Texas), Inc. 740-326-1106 1417 Coshocton Ave Mount Vernon OH 43050 *
Bandon Fitness (Texas), Inc. 419-573-8550 1412 Scott St Napoleon OH 43545
NEW BOSTON FITNESS, 740-876-9160 4645 Gallia St New Boston OH 45662 *
LLC
Lance Sizemore 513-582-6526 1014 US-52 Spur New Richmond OH 45157 Projected to open *
in Mt Orab, OH
Newbury Fitness LLC 216-688-5877 11110 Kinsman Rd Newbury OH 44065
Plain Fitness, LLC 330-915-3105 2676 Easton St NE, North Canton OH 44721
Ste L
Poor Boys Fitness, LLC 440-326-1010 35147 Center Rdg Rd North Ridgeville OH 44039
ANJ, LLC 419-663-8663 265 Benedict Ave, Ste Norwalk OH 44857

100
Bandon Fitness (Texas), Inc. 419-796-8583 820 N Locust St Ottawa OH 45875 *
Jeff O'Mara 513-524-3212 5276 College Corner Oxford OH 45056
Pike
Perfect Fit Partners, LLC 937-451-3771 1571 Covington Ave, Piqua OH 45356
3B
James Fain and Brittany Fain 330-353-6673 3199 Chablis Ln Poland OH 44514 Projected to open *
in Columbiana,
OH
Bandon Fitness (Texas), Inc. 419-967-2255 1624 E Perry St Port Clinton OH 43452 *
Modfit Corp. 330-467-1416 419 W. Aurora Rd. Sagamore Hills OH 44067
Benjamin Barkes 937-710-4326 2016 Michigan St Sidney OH 45365
Randy Stanifer 440-248-8463 28500 Miles Rd. Solon OH 44139
H2A2 Investments, Inc. 937-748-9977 728 N Main St Springboro OH 45066
H2A2 Investments, Inc. 937-717-6907 151 Tuttle Rd Springfield OH 45505
Brandon Pastor and Sharon 740-359-6159 49723 White Feather St. Clairsville OH 43950 Projected to open
Pastor Lane in Wheeling, WV
Marengo AF LLC 740-699-2900 50843 Valley Plz. Dr. St. Clairsville OH 43950
FDD C-90
TFIT, LLC 330-655-1331 1624 Norton Rd Stow OH 44236
C&T Fitness, LLC 937-524-8072 978 W Main St Tipp City OH 45371
Erick Donges and Tara 513-428-0724 825 W State St Trenton OH 45067
Donges
Brooks Fitness, LLC 937-339-3030 1450 W Main St Troy OH 45373
The CS Caerus Corporation 216-862-3186 2151 S Taylor Rd University Heights OH 44118
Bandon Fitness (Texas), Inc. 937-516-7922 1637 Scioto St Urbana OH 43078

Bandon Fitness (Texas), Inc. 419-513-1029 303 Towne Center Van Wert OH 45891 *
Blvd
Sugar Creek Corporation 440-963-7170 4721 Liberty Ave Vermilion OH 44089
Bandon Fitness (Texas), Inc. 567-876-1384 205 Defiance St Wapakoneta OH 45895 *
Bandon Fitness (Texas), Inc. 740-313-7773 240 Washington Sq Washington Court OH 43160 *
House
Bandon Fitness (Texas), Inc. 567-806-0201 830 N Shoop Ave Wauseon OH 43567 *
Bandon Fitness (Texas), Inc. 614-423-8570 680 N State St Westerville OH 43082 *
H2A2 Investments, Inc. 937-366-6581 2829 Progress Way, Wilmington OH 45177 *
Unit 2
Pastor Fitness, LLC 740-275-4140 100 Main Street Wintersville OH 43953
LD Hibbard, Jr. and Julie 580-223-5252 1513 N Rockford Rd Ardmore OK 73401 *
Hibbard
Bandon Holdings, LLC 405-470-4440 7140 NW 23rd St Bethany OK 73008
JAM Holdings, LLC 918-893-6777 6450 S Elm Pl Broken Arrow OK 74011
Brannan Bordwine and 405-224-5100 1211 W Grand Ave Chickasha OK 73018
Jerrika Shepard
Fuselier Fitness, LLC 580-547-4038 2013 Jaycee Ln Clinton OK 73601
Chennault Investments, LLC 580-745-9522 3601 W Main Street Durant OK 74701
Morningside, LLC 405-562-4577 1333 N Santa Fe Ave, Edmond OK 73003
Stes 119-120
Show Some Love LLC 405-938-1818 58 E 15th St, Ste 58- Edmond OK 73013
60
FDD C-91
ABP Investments, LLC 405-422-1190 1627A Hwy 66 El Reno OK 73036
Diel Wellness LLC 580-237-2100 3324 W Owen K Enid OK 73703
Garriot Rd
Engert & Fuselier 405-293-9200 1726 S Division St, Guthrie OK 73044 *
Investments, LLC Ste D - E
Bandon Fitness (Texas), Inc. 580-468-7777 1402-B Main St Guymon OK 73942
Brent Johnson and Melissa 918-956-0888 303 E Main St Henryetta OK 74437
Johnson
Hard Will Fitness, LLC 405-592-4144 800 N Hinkley St Holdenville OK 74848
Hulett Investments 580-326-3480 1800 E Jackson St Hugo OK 74743
Oklahoma, LLC
Lawton Family Fitness LLC 580-275-2009 6414 NW Cache Rd Lawton OK 73505
and Brent Johnson
Tony Fuselier & Christopher 580-699-8484 2304 E Gore Blvd, Lawton OK 73507
Rumsey Ste 1
Spence & Fuselier Fitness, 405-759-2551 811 SW 19th St Moore OK 73160
LLC
Bandon Holdings, LLC 405-256-6177 216 N Mustang Mall Mustang OK 73064
Ter
Flotrell LLC 405-392-2900 745 NW 32nd Pl Newcastle OK 73065
ABP Investments, LLC 405-814-6222 2209 SW 104th St Oklahoma City OK 73159
Back To Wellness, LLC 405-605-6200 519 NW 23rd St, Ste Oklahoma City OK 73103
106
EJJ Fitness LLC 405-601-4177 5901 S Sooner Rd Oklahoma City OK 73135
Kamino, LLC 405-722-8800 7019 W Hefner Rd Oklahoma City OK 73162
Phase 2 Holding Company, 405-608-0221 2820 NW 122nd Oklahoma City OK 73120 *
LLC Street
C & J Fitness 918-376-4999 12912 E 86th St N Owasso OK 74055
Sure Fit Holdings, LLC 918-721-0766 2205 N Broadway St Poteau OK 74953 *
Fitness Club of Pryor OK 918-824-4799 29 N Mill St Pryor OK 74361
LLC
FDD C-92
Shaun Fisher 918-245-2348 3802 S 113th West Sand Springs OK 74063
Ave
Ladies Fitness, Inc. 918-512-6700 216 S Main St Sapulpa OK 74066
Dakota Fitness, LLC 405-273-2673 1601 N Kickapoo Shawnee OK 74804
Ave, Ste 100
Todd Homberger and Alissa 918-453-1111 1741 S Muskogee Tahlequah OK 74464
Homberger Ave, Ste 5
Bandon Holdings, LLC 580-290-5141 2122 Oklahoma Ave Woodward OK 73801 *
Allfit, LLC 541-981-8552 2760 Pacific Blvd SE Albany OR 97321
SLS Enterprises, LLC 541-708-0136 1505 Siskiyou Blvd Ashland OR 97520
Douglas Fitness, Inc. 541-665-5200 312 Oak St Central Point OR 97502 *
Triple J Fitness 503-728-2777 600 E Columbia River Clatskanie OR 97016 *
Hwy
KDL FITNESS, LLC 541-758-9100 955 NW Kings Blvd Corvallis OR 97330
J3R, LLC 541-649-1830 1600 E Main St Cottage Grove OR 97424
Trifit, LLC 503-623-1131 740 Main St Dallas OR 97338
J3R, LLC 541-689-0777 65 Division Ave Eugene OR 97404
William Stokes, Deborah 541-579-9668 1945 Conventry Way Eugene OR 97405 Projected to open *
Isborn and Brad Cohen in Eugene, OR
Braulio Medina 503-596-2951 897 NE 25th Ave Hillsboro OR 97124
Critical Mass, LLC 503-837-0949 1369 Monmouth St Independence OR 97351
FamFit4Life, LLC 541-891-4084 1831 Avalon St. Klamath Falls OR 97603
Nathan Fortlage 541-663-0300 2212 Island Ave, Ste La Grande OR 97850
400
AF1 Management, LLC 503-636-1664 1171 McVey Ave Lake Oswego OR 97034
TRIFIT EAST LLC 541-536-9779 16487 Bluewood Pl LaPine OR 97739
JN Fitness, Inc. and Nancy 541-451-2111 671 Main St Lebanon OR 97355
Pance
Iron Scheid, Inc. 541-973-2700 3564 Lone Pine Rd Medford OR 97504 *
The Commons Anytime, 541-779-1446 150 N Bartlett St Medford OR 97501 *
LLC
FDD C-93
Powerhouse Gym & Fitness 503-538-3303 1112 N Springbrook Newberg OR 97132
Center, Inc. Rd
KDL Fitness LLC 541-929-9400 1313 Main St. Philomath OR 97370
Hatley Investments, LLC 541-504-2868 915 SW Rimrock Redmond OR 97756
Way, Suite 101
Dove Fitness, Inc. 503-873-7033 118 Brown St Silverton OR 97381
Jerry Evans and Jason Evans 541-741-6774 2197 Olympic St Springfield OR 97477
Triple J Fitness 503-397-0027 1538-1540 Columbia St. Helens OR 97051 *
Blvd
Stayfit, LLC 503-769-5500 935 N 1st Ave Stayton OR 97383
M&N Fitness, LLC 541-459-4348 332 Dakota St. Sutherlin OR 97479
Powerhouse Gym & Fitness 503-596-2576 16200 Pacific Hwy, Tigard OR 97224
Center, Inc. Ste A
Orion Fitness LLC 503-676-6604 26940 SE Stark St Troutdale OR 97060
Braulio Medina and Joy 503-305-7075 22340 Salamo Rd West Linn OR 97068
Medina
Powerhouse Gym & Fitness 503-855-3234 30480 SW Boones Wilsonville OR 97070
Center, Inc. Ferry Rd
Ausmax Fitness, LLC and 503-982-3645 2247 Country Club Woodburn OR 97071
Olga Singleterry Rd
BB Fit 2 LLC 724-929-2100 156 Finley Rd Belle Vernon PA 15012
CRB Iron LLC 412-212-0233 4603 Library Rd Bethel Park PA 15102
LD Fitness, LLC 610-944-5400 850 Golden Dr Blandon PA 19510
Double A Fitness Ventures, 610-243-1777 623 Conchester Boothwyn PA 19061
LLC Highway
Fitness Partners Holdings PA 814-366-4049 1001 E Main St Bradford PA 16701 *
OZ, LLC
Abbas Tech LLC 724-269-2200 135 Towne Square Brentwood PA 15227
Way
Silent Owl, LLC 610-951-4225 1421 US-209, Ste 126 Brodheadsville PA 18322
McCool Enterprises, Inc. 724-826-5466 1312 Pittsburgh St Cheswick PA 15024
FDD C-94
Fitness Partners Holdings, 814-761-0775 1800 Daisy St Clearfield PA 16830 *
LLC
Vell9 Fitness, LLC 717-454-0039 479 W Penn Ave Cleona PA 17042
Healthy Lifestyle Gyms, LLC 610-489-6652 130 W Main St, Suite Collegeville PA 19426
100B
Witt & Segulla Inc., Nathan 724-766-6763 135 Southridge Dr Cranberry PA 16066 Projected to open
Witt, Dean Witt and Steve Township in TBD, PA
Segulla
Walter Sherwood 570-675-1222 2859 SR 309, 65 Dallas PA 18612 *

Country Club
Shopping Center
Walter Sherwood 570-338-2839 21 S Waterford Road Dalton PA 18414 Projected to open *
in Wyoming, PA
Walter Sherwood 570-780-8471 21 S Waterford Road Dalton PA 18414 Projected to open
in Berwick, PA
B Fit B You, LLC 570-271-0100 603 E Market St Danville PA 17821
JB.2 Enterprises, LLC 717-839-2348 2005 Miller Rd East Petersburg PA 17520
AF Emmaus, LLC 610-421-8805 1031 Chestnut St Emmaus PA 18049
Christopher Gouldthorpe 814-450-7332 1215 Oakmont Ave Erie PA 16505 Projected to open *
in Erie, PA
4 Under Incorporated 717-610-3166 204 Newberry Pkwy Etters PA 17319 *
FB Fitness, LLC 484-879-6106 229 N Pottstown Pike Exton PA 19341
McCool Enterprises, Inc. 724-212-1876 174 Srader Grove Rd Freeport PA 16229 Projected to open
in Kittanning, PA
Titus Murray 724-443-3020 5055 William Flynn Gibsonia PA 15044
Hwy
Titus Murray 724-799-6322 4141 Gibsonia Drive Gibsonia PA 15044 Projected to open
in Middlesex
Township, PA
F&M Fitness, LLC 484-415-7101 1050 E Philadelphia Gilbertsville PA 19525

Ave
FDD C-95
GMT Fitness Enterprises, 412-486-4536 1718 William Flynn Glenshaw PA 15116
LLC Hwy
Jostco, LLC 724-588-8020 25 Williamson Rd Greenville PA 16125
ZJACS, LLC, Alyssa Pyer 724-450-0724 4 Pine Grove Vlg Dr Grove City PA 16127
and Corrine Csiky
Kevin Genuardi 215-896-8039 1509 Latchstring Lane Gwynedd Valley PA 19437 Projected to open
in TBD, PA
Don't Sweat It, LLC 484-660-3790 500 Hawk Rdg Dr, Hamburg PA 19526
Ste 2
EWT Enterprises, Inc. 724-382-5157 8969 N Lincoln Hwy, Irwin PA 15642
Ste A-2
KMG Fitness, LLC 267-263-2956 1551 S Valley Forge Lansdale PA 19446
Rd
DTB Holdings II, Inc. 724-539-3675 221 Colony Lane Latrobe PA 15650
Vell9 Fitness, LLC 717-454-0370 829 Bowman St Lebanon PA 17046
McCool Enterprises, Inc. 724-236-0216 453 Hyde Park Plz Leechburg PA 15656
Witt & Segulla Inc. 724-553-5851 720 Adams Shoppes Mars PA 16046
RT 228
AJB Fitness, Inc. 724-942-0024 3961 Washington Rd McMurray PA 15317
Witt & Segulla, Inc. 724-387-1001 5050 William Penn Monroeville PA 15146
Hwy
Marra Properties, LLC 724-654-2470 3443 Wilmington Rd New Castle PA 16105
Bell Fitness, LLC 610-239-9500 1000 Sandy Street, Norristown PA 19401
Rear Entrance
L2 FITNESS, LLC 412-423-8282 111 Allegheny Ave Oakmont PA 15139
Vell9 Fitness, LLC 717-641-3199 625 W. Main St Palmyra PA 17078
Bell Fitness, LLC 610-492-2211 7709 Crittenden St Philadelphia PA 19118
SDJ Philly Fitness, LLC 267-519-2554 1640 Fairmount Ave, Philadelphia PA 19130 *
Suite 3
SDJ Philly Fitness, LLC 267-225-6015 1760 Market Street, Philadelphia PA 19103 Projected to open *
Ste 1200 in TBD, PA
FDD C-96
Benjamin Bell 484-831-5668 1570 Egypt Rd, Ste Phoenixville PA 19460
130
BB Fit, LLC 412-928-3200 2350 Noblestown Rd, Pittsburgh PA 15205 *
#6B
DTB Holdings II, Inc. 412-747-0101 5470 Campbells Run Pittsburgh PA 15205
Rd
Lifecycle Advantage, Inc 412-277-2700 34 South 4th Street Pittsburgh PA 15219
Lifecycle Advantage, Inc. 412-635-2407 251 Mt. Nebo Pointe Pittsburgh PA 15237 *
Dr
Fitness of Coventry, LLC 484-752-4449 351 W Schuylkill Rd Pottstown PA 19465
Ella-Fourteen, LLC 570-622-0300 534 Pottsville Park Pottsville PA 17901
Plz, Ste 2
Axcess Fitness, LLC 717-246-2420 3117 Cape Horn Rd Red Lion PA 17356 *
Neil Willauer 610-831-5250 234 W Ridge Pike Royersford PA 19468
KZone Sports, Fitness, 570-593-8177 950 E Main St, Ste Schuylkill Haven PA 17972
Health & Wellness LLC 215
Troy Longenecker 484-671-3598 472 Mountain View Shillington PA 19607 Projected to open
Road in Leesport, PA
Sites Fitness of PA, LLC 717-235-7144 664 Shrewsbury Shrewsbury PA 17361
Commons Ave
Fitness Partners Holdings PA 814-512-4119 865 Million Dollar St. Marys PA 15857 *
LLC Hwy
Fitstate, LLC 814-826-2631 2351 Commercial State College PA 16801
Blvd
FB Fitness, LLC 484-288-8078 3227 Lincoln Hwy E Thorndale PA 19372
Walter Sherwood 570-445-4675 182 Ennis Lane Towanda PA 18848 *
Walter Sherwood 570-445-4135 809 Hunter Hwy Tunkhannock PA 18657 *
Vato Fitness Uniontown LLC 724-434-2899 575 Morgantown St., Uniontown PA 15401
Room 26
Phoenix Rising Health and 610-520-3488 789 E Lancaster Ave Villanova PA 19085
Well-Being, LLC
FDD C-97
Fitness Partners Holdings PA 814-406-5710 74 Market St Warren PA 16365 *
OZ, LLC
BB Fit, LLC 724-222-3100 46 Old Mill Blvd Washington PA 15301 *
AKT Fitness, LLC 724-802-7980 55 Sugar Run Rd Waynesburg PA 15370
Steve Cunliffe and Evelyn 610-692-6400 1502 W Chester Pike West Chester PA 19382
Cunliffe and Olushola Samba
Exemplar Corp 484-987-2624 1100 W Wyomissing West Lawn PA 19609

Blvd
R & A Tech, LLC 724-759-2400 9795 Perry Hwy Wexford PA 15090
Witt & Segulla, Inc. 412-896-9106 1985 Lincoln Way White Oak PA 15131
Elevation Leadership Group, 610-439-5600 2337 MacArthur Rd. Whitehall PA 18052
LLC
Lake's Legacy, Inc. 610-881-4147 801-837 Male Rd Wind Gap PA 18091
Fitness Associates of York, 717-850-9889 930 S Richland Ave York PA 17403 *
LLC
Lifecycle Advantage, Inc. 724-799-3600 22095 Perry Hwy Zelienople PA 16063 *
Zanzi Corp 401-289-0443 180-188 County Rd, Barrington RI 02806
Ste B
Lance Vachon, Alexandra 401-424-1525 576 Metacom Ave Bristol RI 02809 *
Ros and Jordan Miller
TGG Fitness, Inc. 401-371-2877 1452 Broncos Hwy Burrillville RI 02830
The Marshall Group, LLC 401-383-8889 1577 Atwood Ave Johnston RI 02919
Molly Mae, LLC 401-619-4250 288 E Main Rd Middletown RI 02842
MV Narragansett, LLC 401-284-0313 91 Pt Judith Rd Narragansett RI 02882
Newport Fitness, LLC 401-846-1713 199 Connell Highway Newport RI 02840
Matthew Semonik and Hulya 401-287-2614 1051 Ten Rod Rd North Kingstown RI 02852
Semonik
MACC Fitness, LLC 401-737-4949 577 Greenwich Ave Warwick RI 02886
Carolina Fitness Clubs, Inc. 803-786-2988 715 University Vlg Dr Blythewood SC 29016
FDD C-98
Phoenix Fitness, LLC 864-599-6868 3621 Boiling Springs Boiling Springs SC 29316
Rd.
Chapin Fitness, LLC 803-941-7397 1237 Chapin Rd, Chapin SC 29036
Suite C
Drew Mobley 803-546-8578 2808 Devine St Columbia SC 29205
Micean, LLC 803-407-8866 2726 N Lake Dr Columbia SC 29212
Diving Kite, Inc. 864-336-2565 2153 E Main St, Ste. Duncan SC 29334
A-1
Goss Fitness LLC 864-307-9924 1011 S Pendleton St Easley SC 29642
Grinnell Family Fitness, LLC 803-802-9091 855 Gold Hill Rd, Ste Fort Mill SC 29708
103
S & J Fitness, LLC 803-548-5887 1474 Hwy 160 E Fort Mill SC 29715
Peyton Fitness #3, LLC 843-527-0005 907 N Fraser St Georgetown SC 29440
Double Tap Ready, LLC 843-793-3646 431 St. James Ave Goose Creek SC 29445
Goss Fitness, LLC 864-242-9222 100 E Washington St Greenville SC 29601
Casey's Gym Inc. 864-879-7972 955 W. Wade Greer SC 29650
Hampton Blvd., #1A
DP Fitness SC #1 Inc. 803-548-9911 5090 Ridgeline Ln Indian Land SC 29707
TLB Group, LLC 843-559-1000 3575 Maybank Hwy Johns Island SC 29455
Commit 2B Fit, LLC 843-608-7774 4500 Ladson Rd, Ste Ladson SC 29456
21
AF of Lake Wylie, LLC 803-831-1234 125 Evergreen Rd Lake Wylie SC 29710
AF of Lancaster, LLC 803-313-2447 1133 SC 9 Bypass W Lancaster SC 29720
Lester Fitness Club - Red 803-520-4452 1787 S Lake Dr, Stes Lexington SC 29073
Bank, LLC E,F, G
Peyton Fitness #4, LLC 803-435-6999 5 W Rigby St Manning SC 29102 *
K & O Fitness, LLC 843-925-8884 484 N US-52 Moncks Corner SC 29461
PJ3 Inc 843-282-7900 3471 Belle Terre Myrtle Beach SC 29579
Blvd, Unit A3-A6
South Carolina Fitness, LLC 843-238-3488 3856 S Kings Hwy Myrtle Beach SC 29577
Newberry Fitness, LLC 803-276-0211 1224 Wilson Rd Newberry SC 29108
Total Health & Fitness, Inc. 803-278-2408 336 Georgia Ave, Ste North Augusta SC 29841
202
FDD C-99
Cali-Carolina Fitness, LLC 843-314-0260 113 Willbrook Blvd, Pawleys Island SC 29585
Unit A
Vantage Pointe Global, LLC 803-328-2348 2049 Celanese Rd Rock Hill SC 29732
Alpine Fitness, Inc. 864-699-9332 163 Hadden Hts Rd Spartanburg SC 29301
Tiger Country Fitness LLP 864-699-9950 1040 Fernwood Spartanburg SC 29307
Glendale Rd, Ste 26
Peyton Fitness, LLC 803-469-0999 1121 Broad St Sumter SC 29150
Crocker Fitness @ TR, LLC 864-610-0986 28 S Main St Travelers Rest SC 29690
Tammy Biggers and Martin 803-684-0181 916 E Liberty St York SC 29745
Bochinski, Jr.
Bandon Fitness (Texas), Inc. 605-262-5010 321 S Main Street Aberdeen SD 57401
DKJ Fitness, LLC 605-582-4104 908 E Redwood Blvd Brandon SD 57005
Brookings Fitness, LLC 605-692-2200 720 22nd Ave S Brookings SD 57006
DKJ Fitness, LLC 605-554-1555 2350 Dakota Ave S Huron SD 57350
H&H Fitness Group, LLC 605-427-0856 105 South Egan Ave Madison SD 57042
EKH Enterprises, LLC 605-292-0833 1620 S Burr St Mitchell SD 57301
MDS Fitness, Inc. 605-224-4011 740 E Sioux Ave, Ste Pierre SD 57501
114
4 Faith & Fitness, LLC 605-791-1775 772 Mountain View Rapid City SD 57702
Rd
Jennifer Burns & Troy Burns 605-791-3242 1624 E St. Patrick St, Rapid City SD 57703
Ste. 106
JMH Group, LLC 605-302-0130 519 1/2 N Main St Redfield SD 57469
Blue Star Investments, LLC 605-274-7000 4720 E 41st St Sioux Falls SD 57110 *
Blue Star Investments, LLC 605-271-7801 6010 S Minnesota Sioux Falls SD 57108
Ave
Blue Star Investments, LLC 337-305-0949 5027 S Bur Oak Place Sioux Falls SD 57108 Projected to open *
in Coco Beach, FL
in Sandpoint, ID
in Jackson, WY
FDD C-100
Blue Star Investments, LLC 605-275-5556 2320 S. Marion Rd, Sioux Falls SD 57106
Ste. 100
Bandon Fitness (Texas), Inc. 605-559-1234 2735 1st Ave Spearfish SD 57783
Salus, LLC 605-624-9250 838 E. Cherry St. Vermillion SD 57069
JMH Group, LLC 605-878-2112 501 1st Ave NE Watertown SD 57201
Salus, LLC 605-260-0360 2509 Fox Run Pkwy Yankton SD 57078
Adam Ray Mayfield 731-518-9110 116 E Jackson St Bolivar TN 38008
BB Fitness, LLC 931-368-9515 2690 Madison St, Ste Clarksville TN 37043
160
Fitness Tennessee II, LLC 931-647-0067 201 Dover Rd. Clarksville TN 37042
Fitness Tennessee IV, LLC 931-919-4990 1820 Tiny Town Rd., Clarksville TN 37042
Ste C
Performance Trinity Life, 423-464-4434 20 25th St NW Cleveland TN 37311 *
LLC
Lakeside Fitness, LLC 865-463-4455 1115 N Charles G Clinton TN 37716 *
Seivers Blvd
SF Dyers, LLC 731-285-6616 2490 Parr Ave Dyersburg TN 38024
Betz, Inc. 423-543-4247 768 W Elk Ave, Suite Elizabethton TN 37643 *
8
KP Fitness LLC 615-799-0200 7048 City Ctr Way Fairview TN 37062
Country Mile LLC 615-791-9666 4115 Mallory Ln Franklin TN 37067
Country Mile LLC 615-721-2949 400 Downs Blvd Franklin TN 37064
Pennington Properties LLC 517-990-5092 120 Princess Cir Franklin TN 37064 Projected to open *
in TBD, TN
in TBD, TN
in TBD, TN
in TBD, TN
in TBD, TN
FDD C-101
in TBD, TN
in TBD, TN
The Galvanization of 615-461-7429 1545 Nashville Pike Gallatin TN 37066
Gallatin, LLC
Fuselier Fitness, LLC 423-207-0081 5583 Bobby Hicks Gray TN 37615
Rd, Ste 105
JBAC Fitness, Inc. 865-590-7429 1225 S. Roane St. Harriman TN 37748 *
LaCour, Inc. 731-300-4400 133 University Pkwy, Jackson TN 38305
Ste 103
High Speed Fitness IV LLC 423-939-1300 4210 Main St Jasper TN 37347
Gary Alexander and Alice 423-732-7101 111 Jack White Dr Kingsport TN 37660
Alexander
Trinity Fitness, LLC 865-342-7777 7808 Montvue Center Knoxville TN 37919 *
Way
Trinity Fitness, LLC 513-678-8256 419 Laurel Ridge Knoxville TN 37922 Projected to open *
Lane in Powell, TN
Trinity Fitness, LLC 513-678-8256 419 Laurel Ridge Knoxville TN 37922 Projected to open *
Lane in Knoxville, TN
Trinity Valley LLC 865-299-6385 10926 Spring Bluff Knoxville TN 37932
Way
FitnessTN, LLC, Jennifer 865-671-1112 12572 Kingston Pike Knoxville TN 37934
Celeste and Estella Nelson (Farragut)
Fitness Tennessee VII LLC 615-547-4736 200 Maddox-Simpson Lebanon TN 37090
Pkwy
Country Mile LLC 931-492-9556 712 N Ellington Pkwy Lewisburg TN 37091
DREAMFIT INC 731-249-5854 591 W Church St Lexington TN 38351
JBAC Fitness, Inc. 865-657-5132 1987 Hwy 72 Loudon TN 37774
JBAC Fitness, Inc. 423-545-8501 4445 Hwy 411 Madisonville TN 37354
LaCour, Inc. 731-613-2600 13081 S. 1st St. Milan TN 38358
FDD C-102
D & M Fitness Solutions, 615-257-0659 645 South Mt. Juliet Mt. Juliet TN 37122
LLC Rd
Hare Enterprises, LLC 615-893-9464 2395 New Salem Murfreesboro TN 37128
Hwy, Suite A
Apex Global Ventures, LLC 615-410-2520 5513 Edmondson Pike Nashville TN 37211
Fitness Tennessee V, LLC 615-886-9788 2310 Lebanon Pike Nashville TN 37214
Kris Raper 865-365-1500 1989 Winfield Dunn Sevierville TN 37876
Pkwy, Ste 2-4
Fitness Tennessee, LLC 615-534-2449 1932 Almaville Rd, Smyrna TN 37167
Ste 135
Fitness Tennessee III, LLC 931-489-0003 3525 Kedron Rd Spring Hill TN 37174
Jeffrey O'Mara 423-271-6118 787 New Hwy 68 Sweetwater TN 37874
Duncan Family Fitness, LLC 325-437-2299 1117 E N 10th St Abilene TX 79601 *
Duncan Family Fitness, LLC 325-232-8694 4102 Buffalo Gap Rd, Abilene TX 79605 *
B
Steve Arron Investments 972-737-7487 1108 N Greenville Allen TX 75002
LLC Ave
Metal Health LLC 281-585-3600 3130 Hwy 35 S Alvin TX 77511
Bandon Fitness (Texas), Inc. 806-372-2000 3600 S Osage St Amarillo TX 79118
Bandon Fitness (Texas), Inc. 806-513-2200 5749 W Amarillo Amarillo TX 79106
Blvd
Cancoo LLC 806-367-9842 4514 First United Amarillo TX 79119
Bank Pkwy, Ste 200
Denton Banister and 806-410-1140 5610 Georgia St Amarillo TX 79110
Benjamin Padgett
Fish Gill Fitness LLC 806-683-1120 19701 Winding River Amarillo TX 79119 Projected to open
Rd in Hereford, TX
Fish Gill Fitness LLC 806-542-3500 19701 Winding River Amarillo TX 79119 Projected to open
Rd in Amarillo, TX
Sanketkumar Desai and 972-924-3100 804-904 S Central Anna TX 75409
Vrunda Desai Expy
FDD C-103
Bandon Fitness (Texas), Inc. 817-795-1626 2701 W Park Row Dr Arlington TX 76013
Hung Dang 817-672-5040 4101 W. Green Oaks Arlington TX 76016
Blvd., Suite 329
Clint Gillispie 903-521-7481 14279 CR 294 Arp TX 75750 Projected to open *
in Midland, TX
D R Profit Ventures, LLC 903-264-2007 201 S Palestine Athens TX 75751
Tonmar Enterprises, LLC 214-536-1797 8661 Mill Run Rd Athens TX 75751 Projected to open *
in Alpena, MI
in Uvalde, TX
in Eagle Pass, TX
Bandon Holdings, LLC 903-796-5438 108 N Loop 59 Atlanta TX 75551
Hills AF LLC and Julie Hill 972-346-9955 26735 US State Hwy Aubrey TX 76227
380 E, Ste 116
Bandon Holdings, LLC 512-521-0832 3508 Far West Blvd, Austin TX 78731 Projected to open *
Ste 355 in Haslet, TX
Bandon Holdings, LLC 972-809-8888 3508 Far West Blvd, Austin TX 78731 Projected to open *
Ste 355 in Aledo, TX
Bandon Holdings, LLC 817-600-5032 3508 Far West Blvd, Austin TX 78731 Projected to open
Ste 355 in Cleveland, TX
Bandon Holdings, LLC 972-809-8888 3508 Far West Blvd, Austin TX 78731 Projected to open
Ste 355 in Royse City, TX
G & M Fitness, Inc. 512-372-4000 7300 FM 2222, Ste Austin TX 78730
208
Jacob Medina and Brett 512-538-0404 3407 Guadalupe St, Austin TX 78705
Hansen Ste A
L&L Maq Holdings, LLC 512-258-9900 8516 Anderson Mill Austin TX 78729
Rd
LA Fuente Lifestyle, LLC 512-371-9211 2525 W Anderson Ln, Austin TX 78757
Bldg 3 Ste 100
Northcross Mall
FDD C-104
Tony Fuselier 512-980-0510 4600 Mueller Blvd, Austin TX 78723 Projected to open
Apt 1075 in Lago Vista, TX
West Austin Training LLC 512-992-2524 6911 N FM-620, Ste Austin TX 78732
B-100
Zackmeister Enterprises, Inc. 512-288-0990 11720 FM 1826 Austin TX 78737
2J Fitness, LLC 817-406-4776 252 Park Pl Azle TX 76020 *

TD Fitness, LLC 512-321-1005 122 Hasler Shores Dr Bastrop TX 78602
RPCC Fit, LLC 979-244-2348 4310 7th St Bay City TX 77414 *
Bee Fit 4 Life, LLC 361-362-2000 1320 E Houston Beeville TX 78102
Big Spring Anytime, LLC 432-264-7222 2602 S Gregg St Big Spring TX 79720
Fair Oaks Fitness, LLC 210-687-1200 9091 Fair Oaks Pkwy Boerne TX 78015
WWWKP LLC 830-816-5000 1018 River Rd Boerne TX 78006
Brad Hill, Thomasina Hill, 903-486-6979 1909 N Hwy 121 Bonham TX 75418
Steven Asay and Karey Asay
Bandon Holdings, LLC 806-275-9019 1315 W. Wilson St. Borger TX 79007
Courageous Investments, 979-661-8348 2660 Hwy 36 S Brenham TX 77833 *
LLC and Tatyana Carr
Lovelady Weber Holdings, 409-735-2222 1145 Texas Ave Bridge City TX 77611
LLC
Raul Bencomo 956-431-0808 2451 Pablo Kisel Brownsville TX 78526 *
Blvd
Gatesville Anytime, LLC 325-646-1909 1101 Clements Brownwood TX 76801
Bandon Holdings, LLC 512-295-3488 1671 Main St, Ste H Buda TX 78610
Kristen Stewart and David 512-299-5489 499 still hollow crk Buda TX 78610 Projected to open
Stewart in Buda, TX
Tammy Giglio and Shane 903-894-8178 151 Hwy 69 N Bullard TX 75757
Giglio
WWWKP LLC 830-438-8971 18670 Hwy 46 Pkwy, Bulverde TX 78163
Ste C
P2P Investments, LLC 817-426-4624 860 E Renfro St Burleson TX 76028
FDD C-105
D R Profit Ventures, LLC 903-567-1113 400 E Hwy 243, Ste Canton TX 75103
25
Bandon Holdings, LLC 806-656-0222 909 23rd St Canyon TX 79015
Bandon Holdings, LLC 830-964-4424 1175 FM-2673, Ste 8 Canyon Lake TX 78133
24-7 Family Fitness, LLC 866-220-1139 3709 Old Denton Rd Carrollton TX 75007
and Brent Johnson
365 Family Fitness, LLC and 866-700-6129 2138 N Josey Ln Carrollton TX 75006
Brent Johnson
Toan Tran and Mark Lee 972-365-7029 4308 Kestrel Way Carrollton TX 75010 Projected to open *
in TBD, TX
Toan Tran and Mark Lee 972-808-6768 4308 Kestrel Way Carrollton TX 75010 Projected to open *
in TBD, TX
JD Fitness, LLC 210-366-9001 8055 W Ave Castle Hills TX 78213 *
2J Fitness, LLC 972-637-7300 116 W Belt Line Rd Cedar Hill TX 75104
Cedar Park Fitness LLC 512-335-1200 2301 S Lakeline Blvd Cedar Park TX 78613
RamFam Fitness LLC 512-436-9645 12101 W. Parmer Ln. Cedar Park TX 78613
Engert & Fuselier 936-590-9800 639 Hurst St Center TX 75935
Investments, LLC
Tom Robertson 903-849-3700 636 Hwy 31 E, Ste A Chandler TX 75758
Southern Bearded Ventures 979-690-8463 951 William D Fitch College Station TX 77845
LLC Pkwy
Dale Delatte 817-581-2600 8300 Precinct Line Colleyville TX 76034
Rd, Ste 118
Hulett Investments, LLC 903-886-8811 2212 Live Oak St, Ste Commerce TX 75428
B
CoreStrat Investments, LLC 936-900-7079 850 S Loop 336 Conroe TX 77304
Cragg Todd and John Mark 936-828-3935 2206 I-45 N Conroe TX 77301 *
Lowery
Parker & boren Group LLC 713-725-5539 10915 Darby Loop Conroe TX 77385 Projected to open *
in The Woodlands,
TX
FDD C-106
Rick Rehm, Chad Mahagan 254-518-4215 3010 E Hwy 190 Copperas Cove TX 76522
& William Brad Parker
Persilver Fitness Centers, 903-874-2800 200 N 15th St, Ste 1 Corsicana TX 75110
LLC
Brian Walker, Michael 936-243-4500 1023 E Loop 304 Crockett TX 75835
Nesmith and Gregory Pelt
Bandon Holdings, LLC 281-929-9722 15110 FM 2100 Crosby TX 77532
Ray Gilbert 817-297-4113 412 FM-1187 Crowley TX 76036
Tyler Fitness Centers, LLC 281-213-2830 15210 Spg. Cypress Cypress TX 77429
Rd, Ste F
Byron Schoby 630-926-7615 4106 Cobblers Ln Dallas TX 75287 Projected to open
in Dallas, TX
Paul Shields and Traci 972-867-2635 18216 Preston Rd Dallas TX 75252
Shields
Renee Reed and Jacqui Bliss 214-948-6161 611 N Bishop Ave, Dallas TX 75208
Ste 100
Bandon Holdings, LLC 940-626-2296 1401 US-287, Ste 200 Decatur TX 76234
Sandra Gonzalez and Ricky 281-930-9949 3709 Center St., Ste. Deer Park TX 77536
Gonzalez E
JT & SH Enterprises, LLC 903-464-2235 3515 W FM 120, Ste Denison TX 75020
126
Find Joy LLC 682-553-9985 3848 Chimney Rock Denton TX 76210 Projected to open *
Dr in Flower Mound,
TX
Find Joy LLC 682-553-9985 3848 Chimney Rock Denton TX 76210 Projected to open *
Dr in Murphy, TX
MX2 Fitness, LLC 940-514-1121 5050 S Teasley Ln, Denton TX 76210
Ste 104
Dripping Springs Fitness, 512-858-7171 707 W Hwy 290 Dripping Springs TX 78620
LLC
Bandon Fitness (Texas), Inc. 806-717-2220 817 E 1st St Dumas TX 79029
FDD C-107
Raul Bencomo 956-382-1251 3832 S McColl Edinburg TX 78539
A.R. Benco, LLC 915-855-0900 3041 N. Zaragoza Rd. El Paso TX 79938
A.R. Benco, LLC 915-500-9940 1900 Amy Sue Dr El Paso TX 79936
Kern AF Solutions, LLC 915-257-5990 3800 N Mesa El Paso TX 79912
Kern AF Solutions, LLC 915-257-4900 101 Vlg Ct El Paso TX 79922 *
Kern AF Solutions, LLC 915-236-1912 10641 Kenworthy St El Paso TX 79924 *
Kern AF Solutions, LLC 915-257-5973 9120 Viscount Blvd El Paso TX 79925 *
Kern AF Solutions, LLC 915-257-4070 10910 Montana El Paso TX 79936
Kern AF Solutions, LLC 915-600-2818 712 Waltham Ct El Paso TX 79922 Projected to open *
in El Paso, TX
Kern AF Solutions, LLC 915-247-3800 7456 Cimarron El Paso TX 79911 *
Market, Ste A
Raul Bencomo 915-588-1293 12625 Tierra Pera El Paso TX 79938 Projected to open
in McAllen, TX
Bandon Fitness (Texas), Inc. 512-285-2226 910 W 11th St, Ste Elgin TX 78621
200
Kristopher Chitty 903-473-1277 909 E Lennon Dr Emory TX 75440
Randall Fitness Centers (a 972-875-8400 200 W Ennis Ave Ennis TX 75119 *
General Partnership)
Avalon Investments, LLC 903-833-4394 20071 Hwy 155 S Flint TX 75762
Bandon Holdings, LLC 903-954-2541 17968 FM 2493 Flint TX 75762
Outcome Enterprises, LLC 830-393-0200 534 10th St. Floresville TX 78114
Bandon Holdings, LLC 972-552-1038 1012 Hwy 80 Forney TX 75126
Lisa Ayala and Armando 469-367-2207 2209 Milan Dr Forney TX 75126 Projected to open
Ayala in Farmersville,
TX
Lisa Ayala and Armando 469-367-2207 2209 Milan Dr Forney TX 75126 Projected to open
Ayala Jr in TBD, TX
Vimal Bhakta and Vimal 432-940-8425 901 E Dickinson Blvd Fort Stockton TX 79735 Projected to open
Patel in Fort Stockton,
TX
FDD C-108
2J Fitness, LLC 817-732-9337 643 Sherry Ln Fort Worth TX 76114 *
Hung Dang 817-881-1511 8721 Trace Ridge Fort Worth TX 76244 Projected to open
Pkwy in TBD, TX
Mannon Fitness, LLC 817-207-0900 1714 8th Ave Fort Worth TX 76110
The Athlete Incorporated 830-992-3713 1420 E Main St, Ste Fredericksburg TX 78624
800
R 4 C Fitness Centers, Inc. 281-648-3100 810 S Friendswood Friendswood TX 77546
Dr
BAM Fitness LLC 469-777-8768 8745 Gary Burns Dr, Frisco TX 75034
Ste 110
LD Hibbard Jr. and Julie 940-665-6500 905 E Hwy 82, Ste Gainesville TX 76240 *
Hibbard 105
Galveston Anytime, LLC 409-443-5544 5938 Broadway St Galveston TX 77551 *
Find Joy LLC 469-409-0900 7602 N Jupiter Rd, Garland TX 75044 *
Ste 109
H.R. Hayes III, LLC 972-495-6565 2380 Firewheel Pky Garland TX 75040
Engert & Fuselier 254-248-1260 1409 E Main St Gatesville TX 76528
Investments, LLC
Georgetown Anytime, LLC 512-863-9990 105 Wildwood Dr. Georgetown TX 78633
Nathan Bunker 903-520-1557 125 Auburn Cv Georgetown TX 78628 Projected to open
in Liberty Hill, TX
Bandon Fitness (Texas), Inc. 979-542-1641 2400 E Austin St, Ste Giddings TX 78942
168
JCR Endeavors, LLC 903-680-2595 1924 US-271 N Gilmer TX 75644
Mark Collins 903-844-0408 603 W Upshur Gladewater TX 75647
Bandon Holdings, LLC 940-549-3800 1104 Hwy 16 S Graham TX 76450
JLS Ent. PA 817-579-6450 4305 US 377 Granbury TX 76049
Blink Fitness, Inc. 469-278-7200 2360 W Camp Grand Prairie TX 75052
Wisdom, Ste 190
Team Lean, LLC 972-642-1655 950 S Carrier Pkwy Grand Prairie TX 75051
MAPS Fitness, LLC 817-442-0228 2350 Hall Johnson Grapevine TX 76051
Rd, Ste 155
FDD C-109
B&E Fitness LLC 903-455-5500 4800 Joe Ramsey Greenville TX 75401
Blvd E
Gunbarrel Fitness, LLC 903-887-2001 1016 W Main St Gun Barrel City TX 75156 *
Engert & Fuselier 903-668-3100 702 W Main St, Ste C Hallsville TX 75650
Investments, LLC
Fuselier Fitness, LLC 817-428-8400 5000 Western Center Haltom City TX 76137
Blvd
Rick Rehm, Chad Mahagan 254-449-7667 560 E Central Texas Harker Heights TX 76548
and William Brad Parker Expy, Ste. 103-107
Bandon Holdings, LLC 972-202-6594 203 Laurence Dr Heath TX 75032 *
Bandon Holdings, LLC 903-392-2065 103 St. Paul St., Ste. Henderson TX 75654
200
Engert & Fuselier 254-300-5238 704 N Hewitt Dr Hewitt TX 76643
Investments, LLC
Hillsboro Fitness, LLC 254-582-2929 303 Coke St., Ste. 100 Hillsboro TX 76645
Tonmar Enterprises, LLC 830-423-5500 2509 19th St Hondo TX 78861 *
Kern AF Solutions, LLC 915-257-5959 13034 Eastlake Blvd Horizon City TX 79928 *
Joe Guillen 504-231-1114 110 E 27 St Unit D Houston TX 77008 Projected to open
in Houston, TX
LTC Ventures, LLC 409-719-3298 6604 Kelvin Drive Houston TX 77030 Projected to open
in Mauriceville,
TX
Matthew Soileau 713-869-3222 1102 Yale St Houston TX 77008
Oakwood Fitness, LLC 281-990-0850 2416 Bay Area Blvd Houston TX 77058
Wesley Bonds, Harvey 832-819-5140 6872 S Hwy 6, Ste A Houston TX 77083
Franks and Ebony Malone
Bandon Holdings, LLC 817-594-3432 200 S Oakridge Dr, Hudson Oaks TX 76087
Ste 109
Sweaty Souls LLC 281-324-3900 11511 FM-1960 Huffman TX 77336
Straight Outta Breath, Inc. 346-616-0597 17407 Mount Riga Dr Humble TX 77346 Projected to open
in Atascocita, TX
Oakwood Fitness, LLC 936-337-7400 2414 Sam Houston Huntsville TX 77340
Ave
FDD C-110
Tracey and Glenn Porter 512-846-1791 151 Exchange Blvd, Hutto TX 78634
Ste 200-300
DDW Integration, LLC 972-232-7755 3401 W Airport Frwy, Irving TX 75062
Ste 216
DFH LV, LLC, Danielle 972-957-3666 6941 Riverside Dr, Irving TX 75039 *
Koller and Nicole Welborn Ste 120
LifeNreach Inc. 469-964-5201 739 Cowboys Pkwy, Irving TX 75063 Projected to open
Unit 1110 in Coppell, TX
Bandon Fitness (Texas), Inc 903-339-3120 319 E Tena St Jacksonville TX 75766
Young Family Fitness, LLC 512-746-6776 305 Limestone Ter Jarrell TX 76537
Joshua Fitness, LLC 817-426-8116 617 N Broadway St Joshua TX 76058
JB&B Stewart Holdings, 940-648-1099 217 Hwy 156 N Justin TX 76247 *
LLC and Mary Stewart
Espinal Fitness, LLC 832-802-7999 20045 Katy Fwy Katy TX 77450
SARTIR INVEST LLC 832-437-1513 1251 Pin Oak Rd, Ste Katy TX 77494
113
OTSS Fitness, LLC 972-932-2219 11 Oak Crk Dr, Ste C Kaufman TX 75142
AFK Fitness, LLC 817-741-2700 9500 Ray White Rd, Keller TX 76244
Ste 125
Chad and Tamra Bullard 817-718-7676 761 Keller Pkwy Keller TX 76248
Kathy Garza and Melissa 830-583-3500 131 Business Park Dr Kenedy TX 78119
Bridges
Kerrville AF, LLC 830-315-2200 849 Junction Hwy Kerrville TX 78028
BR Endeavors, Inc. 903-984-3010 1101 Stone St, Ste Kilgore TX 75662 *
111
Waller Entertainment, LLC 254-213-3422 2802 W Stan Killeen TX 76549
Schlueter Loop, Ste
180
LD Hibbard, Jr. and Julie 940-482-2900 802 E. McCart St. Krum TX 76249
Hibbard
Bandon Holdings, LLC 512-268-2247 21195 Ih 35, Ste 101 Kyle TX 78640
FDD C-111
Shedrick Cole 972-218-8600 1450 W Pleasant Run Lancaster TX 75146
Rd, #222
2J Fitness, LLC 940-584-0961 7160 Justin Rd, Ste Lantana TX 76226 *
100
Matthew Barto 956-608-3141 7718 McPherson Rd Laredo TX 78045
Bandon Fitness (Texas), Inc. 830-779-2801 13857 US Hwy 87 W, LaVernia TX 78121
300
Austin Cam Fit LLC 281-338-4968 4420 W Main St, Ste League City TX 77573
B
League City Fitness, Inc. 281-535-5700 3202 Marina Bay Dr League City- TX 77565
Kemah
Fitness Group, LLC d/b/a 512-260-9797 2800 S Bagdad Rd, Leander TX 78641
Texas Hill Country Fitness, Ste H
LLC
Rumsey & Fuselier Fitness, 469-510-8896 1490 Valley Rdg Blvd Lewisville TX 75077
LLC
Bandon Fitness (Texas), Inc. 936-336-5700 2351 N Main St Liberty TX 77575
Bandon Fitness (Texas), Inc. 512-778-6844 14365 W State Hwy Liberty Hill TX 78642
29
Bandon Holdings, LLC 903-882-0202 618 N. Main St. Lindale TX 75771
Brent Johnson and Melissa 469-733-4033 812 Brendan Dr Little Elm TX 75068 Projected to open
Johnson in Bowie, TX
Quality Fitness, LLC 469-200-0291 2701 Little Elm Little Elm TX 75068
Pkwy, Ste 150
Bandon Holdings, LLC 512-668-5107 1710 S Colorado St, Lockhart TX 78644
Ste 105
Mike Bailey and Amber 903-291-9500 100 Kate St Longview TX 75604
Bailey
Mike Bailey and Amber 903-236-0045 710 Estes Dr, Ste 100 Longview TX 75602
Bailey
RALD Enterprises 2, LLC 903-663-8686 1011 Wal St. Longview TX 75605
FDD C-112
Impacto Duro, LLC 806-470-7057 6020 89th St Lubbock TX 79424 Projected to open
in Wolfforth, TX
Jeff Braselton 713-823-7999 6113 87th Street Lubbock TX 79424 Projected to open
in Lubbock, TX
Jeff Braselton and Charles 806-784-2205 10208 Frankford Ave Lubbock TX 79424
Amato
Oakwood Fitness, LLC 936-634-9600 2950 S John Redditt Lufkin TX 75904
Dr., Ste. 108
Bandon Holdings, LLC 409-755-1000 139 N LHS Dr, Ste Lumberton TX 77657
215
Bighorn Holdings, LLC 346-703-2181 18535 FM-1488, Ste Magnolia TX 77354
300
Brenda Grant and Edison 214-789-8895 1101 Chesapeake Dr Mansfield TX 76063 Projected to open
Grant in Arlington, TX
Marble Falls Anytime, LLC 830-798-2424 1407 Mormon Mill Marble Falls TX 78654
Rd
MARSHALL FAMILY 903-702-1002 1806 E End Blvd N, Marshall TX 75670
FITNESS, LLC and Brent Ste 1000
Johnson
C & G Fitness Enterprises, 469-952-3488 2014 W University McKinney TX 75071
LLC Dr, Ste 390
Dog Gum LLC 469-556-2341 908 Sutherland Drive McKinney TX 75071 Projected to open *
in Celina, TX
in Dallas, TX
in Plano, TX
Dog Gum LLC 972-924-0424 1860 S Independence McKinney TX 75072 *
Pkwy , Ste 500
JNJ Gyms LLC 972-369-0909 4600 W Eldorado McKinney TX 75070
Pkwy
MITT FIT LLC 214-310-3868 8480 TX-121, #102 McKinney TX 75070
FDD C-113
Sunnyvale Fitness, LLC 972-203-5858 1200 E Davis St, Ste Mesquite TX 75149 *
130
Brent Johnson and Melissa 254-433-8999 1001C E Milam St Mexia TX 76667
Johnson
MRWLANDMAN, LLC 903-767-1402 2208 Neely Ave Midland TX 79705 Projected to open
in Del Rio, TX
Bandon Holdings, LLC 972-775-8447 2410 FM 663, Ste 700 Midlothian TX 76065
Bandon Fitness (Texas), Inc. 940-328-0400 140 Garrett Morris Mineral Wells TX 76067
Pkwy
William Parker and Claire 281-942-2900 3434 FM 1092, Ste Missouri City TX 77459
Parker 320
Bighorn Holdings, LLC 936-449-8100 20873 Eva St, Ste A Montgomery TX 77356
Carter Jackson Corp. 936-657-5151 155 Jacks Corner Dr Montgomery TX 77316 Projected to open
in Montgomery,
TX
RALD Enterprises 2, LLC 903-577-8877 668 S Jefferson Ave Mount Pleasant TX 75455
Avalon Investments, LLC 936-205-9165 3801 North St Nacogdoches TX 75965

Bandon Holdings, LLC 903-628-0035 980 James Bowie Dr New Boston TX 75570
WWWKP LLC 830-625-5402 2351 Loop 337, Ste C New Braunfels TX 78130
Clint Gillispie 432-272-0071 1501 E 8th St Odessa TX 79761 *
BR Endeavors, Inc. 903-480-6474 2190 S. Loop 256 Palestine TX 75801 *
Bandon Fitness (Texas), Inc. 806-665-3333 211 W. 30th Ave. Pampa TX 79065
Brad Hill and Thomasina Hill 903-784-8824 3380 NE Loop 286 Paris TX 75460
Ayesha's Fitness, LLC 832-736-3654 12573 W Broadway Pearland TX 77584

St
Carder Strahan Investments 832-736-9150 8703 Broadway St., Pearland TX 77584
II, LLC Ste. 101
Tonmar Enterprises, LLC 830-267-3131 804 N Oak St Pearsall TX 78061 *
Bandon Fitness (Texas), Inc. 806-648-1171 220 South Main St Perryton TX 79070
FDD C-114
LD Hibbard, Jr. and Julie 940-686-0659 770 S Hwy 377, Suite Pilot Point TX 76258
Hibbard 205
Arick Wray and Andrew 806-296-7777 1601 Kermit St. Plainview TX 79072
Cash
Mrs. 305 Enterprises LLC 972-943-9348 6921 Independence Plano TX 75023
Pkwy
Prater Fitness LLC 830-268-8444 1020 Bensdale Rd, Pleasanton TX 78064
Ste B
RPCC Fit, LLC 361-482-0631 300 Tiney Browning Port Lavaca TX 77979 *
Blvd, Ste F
Bandon Fitness (Texas), Inc. 972-347-9661 1170 N Preston Rd, Prosper TX 75078
Ste 290
Rick Rehm & Thomas 972-576-1121 132 E Ovilla Rd, Ste Red Oak TX 75154
Norman Novosad III 12
Freedom Fitness Group, LLC 972-427-4001 819 W Arapaho Rd Richardson TX 75080
LTAF1, LLC 972-808-6768 904 Audelia Rd, Ste Richardson TX 75081 *
400
E-Vista Partners, LLC 281-762-1974 15014 Lakefair Dr, Richmond TX 77406
Ste A
Madry Barton, LLC 281-207-9890 7850 W Grand Pkwy Richmond TX 77406 *
S
Mark Hart and Natalie Hart 713-401-4992 3002 Forest View Richmond TX 77406 Projected to open *
in TBD, TX
Mark Hart and Natalie Hart 713-401-4992 3002 Forest View Richmond TX 77406 Projected to open *
in Angleton, TX
DFH RK, LLC, Danielle 682-237-7878 1212 N. Hwy. 377, Roanoke TX 76262
Koller and Nicole Welborn Ste. 115
Rock Central Fitness, LLC 972-722-4441 2318 Greencrest Blvd Rockwall TX 75087
T & J P.U.S.H., LLC 832-612-2828 1636 Minonite Rd, Rosenberg TX 77469
Suite 600
CP Fitness, LLC 512-919-4104 2650 Gattis School Round Rock TX 78664
Rd
Bandon Holdings, LLC 682-224-3166 1029 N Saginaw Blvd Saginaw TX 76179
FDD C-115
Bartlett Family Fitness, LLC 254-947-1063 213 Mill Crk. Dr. Salado TX 76571
Herkert Fitness Group 325-617-7818 4471 Sunset Blvd San Angelo TX 76901
(Midland), LLC
Alamo Ranch Fitness, LLC 210-564-9003 14249 Potranco Rd San Antonio TX 78253
Bandon Fitness (Texas), Inc. 210-688-0024 6820 Alamo Pkwy San Antonio TX 78253
Bandon Fitness (Texas), Inc. 210-877-5305 8202 N Loop 1604 W, San Antonio TX 78249
Ste 115-116
Bandon Holdings, LLC 210-698-5111 24165 Interstate Hwy San Antonio TX 78257
10 W, Ste 101
Extreme Fitness, LLC 210-444-9336 3030 Thousand Oaks, San Antonio TX 78247
Ste 110
Huebner Fitness, LLC 210-493-0900 16535 Huebner Rd San Antonio TX 78248
Jacob Whittenburg and David 210-679-4877 3154 SE Military Dr, San Antonio TX 78223
Kershner Ste 101
JK Ybarra Family, LLC 210-381-0292 13470 Remuda Ranch San Antonio TX 78254 Projected to open
Dr. in San Antonio,
TX
Le Jeune Fitness LLC 210-960-1320 8126 Tezel Rd San Antonio TX 78250
Le Jeune Fitness LLC 210-596-4033 9023 Huebner Rd, Ste San Antonio TX 78240
100
Leo Durnen and Veronica 830-714-4540 26108 Overlook San Antonio TX 78260
Durnen Pkwy, Ste 1110
Primeshop Inc. 210-403-2900 20079 Stone Oak San Antonio TX 78258
Pkwy, Ste 2106
River City Fitness, LLC 210-829-8400 4200 McCullough San Antonio TX 78212
Ave
Sandra Gonzalez 210-867-9166 21303 Plaza de Cadiz San Antonio TX 78257 Projected to open *
in TBD, MN
TyLaFitness. LLC 210-966-8466 5138 UTSA Blvd, Ste San Antonio TX 78249
109
Bandon Holdings, LLC 512-396-2247 1917 Dutton Dr, Ste. San Marcos TX 78666
202
JONESIN, LLC 940-458-2020 551 N Stemmons Fwy Sanger TX 76266
FDD C-116
Bandon Holdings, LLC 409-925-1000 4233 FM-1764 Santa Fe TX 77517
Monroe Family Enterprises 409-795-1347 4206 Bolton Ave Santa Fe TX 77510 Projected to open
Inc. in League City, TX
Bandon Holdings, LLC 210-566-4511 3820 FM 3009, Ste Schertz TX 78154
140
B Fit Anytime, LLC 979-505-5055 501 N Main St Schulenburg TX 78956
Bighorn Holdings, LLC 972-567-8090 380 N Hwy 175 Seagoville TX 75159
WWWKP LLC 830-379-2241 1425 N Hwy 123 Seguin TX 78155
Byp
Nettles Fitness, LLC 325-515-0440 4511 College Ave, Ste Snyder TX 79549
150
Sawroop Sandhu and 817-372-5860 532 Coyote Rd Southlake TX 76092 Projected to open
Davinder Singh in Mansfield, TX
Durbin Industries, LLC 832-843-6437 20631 Kuykendahl Spring TX 77379
Rd, Ste 150
Flotrell LLC 281-288-8322 2040 Louetta Rd Spring TX 77388
Mariles Offshore 281-292-3344 1523 Rayford Rd. Spring TX 77386 *
Incorporated
Mariles Offshore 281-784-2440 5645 Treaschwig Rd Spring TX 77373 *
Incorporated
Stephenville Fitness, LLC 254-434-2514 2115 W. Washington Stephenville TX 76401 *
St.
Stockdale Fitness, LLC 830-996-1006 404 W Main St Stockdale TX 78160
Becky G Fitness, LLC 281-903-6047 17034 University Sugar Land TX 77479
Blvd
Madry Barton, LLC 713-714-7136 4607 Riverglade Ct Sugar Land TX 77479 Projected to open *
in Missouri City,
TX
Sulphur Springs Fitness, LLC 903-885-3434 1185 S. Broadway Sulphur Springs TX 75482
Anytime Sweetwater, LLC 325-236-6366 1000-C E. Broadway Sweetwater TX 79556 *
St
Aaron Bernard 512-309-4194 106-116 W Lake Dr Taylor TX 76574
ChriJen, LLC 254-780-3131 5418 W Adams Ave Temple TX 76502
FDD C-117
Bighorn Holdings, LLC 972-563-4050 101 Sam Walton Way Terrell TX 75160
Workout Texarkana LLC 903-794-5348 3415 Richmond Rd Texarkana TX 75503
Steve Arron Investments 469-795-7676 5701 E TX-121 The Colony TX 75056
LLC
Cragg Todd and John Mark 936-273-5090 9420 College Park Dr, The Woodlands TX 77384
Lowery #20
Bandon Holdings, LLC 903-509-1121 1827 Troup Hwy Tyler TX 75701
Bandon Holdings, LLC 903-617-6590 6435 Old Jacksonville Tyler TX 75703
Hwy
Brent Johnson and Melissa 940-489-2001 4117 Hillcrest Plaza Vernon TX 76384
Johnson
Rick Rehm, Chad Mahagan 361-703-5018 3801 Houston Hwy, Victoria TX 77901
and William Brad Parker Ste 300
SETX Fitness, LLC 409-769-7767 1067 N Main St Vidor TX 77662
Christopher Jones and 254-655-7100 4700 Bosque Blvd, Waco TX 76710
Kristen Littlefield Unit G
Bandon Holdings, LLC 903-832-5438 600 N. Kings Hwy, Wake Village TX 75501
Ste 5
Lakeside Fitness, LLC 972-923-2171 1011 N Hwy 77, Ste Waxahachie TX 75165 *
103
Bandon Holdings, LLC 817-596-3600 1108 S Main St Weatherford TX 76086
Randy McFarland 972-947-8998 1830 Seville Cove Westlake TX 76262 Projected to open
in Carrollton, TX
Bandon Holdings, LLC 979-282-9000 2407 N Richmond Rd Wharton TX 77488
James Reis 903-297-4740 202 W US Hwy 80 White Oak TX 75693
Bandon Holdings, LLC 903-871-3218 601 Hwy 110 N, Ste F Whitehouse TX 75791
Bandon Fitness (Texas), Inc. 254-694-2020 1100 N Trinity St Whitney TX 76692
Wichita Fitness, LLC 940-322-2323 5120 Greenbriar Rd Wichita Falls TX 76302
Bandon Holdings, LLC 936-701-5097 12501 Canyon Falls Willis TX 77318 *
Blvd
Bandon Holdings, LLC 512-847-8887 14306 RR-12, Suites Wimberley TX 78676
8, 9-10
FDD C-118
Brent Johnson and Melissa 409-402-5222 1121 S Magnolia , Ste Woodville TX 75979
Johnson 200
Engert & Fuselier Fitness, 972-461-1600 101 S Ballard St Wylie TX 75098
LLC
B Fit Anytime, LLC 361-298-5400 710 Yoakum St Yoakum TX 77995
Ryan Slack 385-414-2768 533 W 750 S Bountiful UT 84010
Caliber Fit, LLC 801-775-0222 1803 W 1800 N, Ste Clinton UT 84015
E4
Douglas S. McQuiston 435-884-5565 225 E. Main St Grantsville UT 84029
TSJ Fitness LLC 385-498-3905 11117 North Alpine Highland UT 84003
Hwy
Fenix Worx Fitness LLC 435-429-1855 390 W State St Hurricane UT 84737
Caliber Fitness, LLC 801-771-5100 1330 E Hwy 193, Ste Layton UT 84040
C2
Salty AF, Inc. 801-559-7373 785 E Fort Union Midvale UT 84047 *
Blvd
CB3, LLC 801-400-6549 742 Highway 198 Payson UT 84651
Justintime, LLC 801-878-3388 2722 West 12600 Riverton UT 84065
South
Ultimate Potential, LLC 801-891-8388 2332 E 2100 S Salt Lake City UT 84106
Latissimus, LLC 801-797-2112 9211 S Vlg Shop Dr Sandy UT 84094
Justintime, LLC 801-768-8900 328 E Crossroads Saratoga Springs UT 84045
Blvd
Live Strong Investments LLC 801-491-9977 665 E 400 S Springville UT 84663
Stansbury Fitness, LLC 435-882-7478 500 E. Village Blvd., Stansbury Park UT 84074
Ste. 103
Douglas S. McQuiston 435-882-1811 227 N Main St Tooele UT 84074
Beast Mode Fitness, Inc. 435-789-9955 2003 W Hwy 40, Ste Vernal UT 84078
K10
Traykon Johnston 385-203-2348 111 N Geneva Rd Vineyard UT 84057 *
Kris Hartz, LLC 276-525-1278 220 Cook St Abingdon VA 24210
Alexandria The Great, LLC 703-822-9950 7009 Manchester Alexandria VA 22310
Blvd, Ste E
FDD C-119
Allied Fitness, LLC 703-662-5454 6090 Rose Hill Dr Alexandria VA 22310
Michael Tripp 314-825-4501 6579 Bermuda Green Alexandria VA 22312 Projected to open
ct in Richmond
Heights, MO
Fitnation, LLC 571-339-1919 1919 N Lynn St Arlington VA 22209

Profectus Investments, LLC 801-369-2655 4649 5th St S Arlington VA 22204 Projected to open *
in Westminster,
CO
Profectus Investments, LLC 801-369-2655 4649 5th St S Arlington VA 22204 Projected to open *
in Westminster,
CO
AF Ashland LLC 804-412-4999 113 Junction Drive Ashland VA 23005

Bealeton 247 Fitness LLC 540-340-4898 6394 Village Center Bealeton VA 22712
Dr.
Sayvor, LLC 540-300-6928 19 1st St, Ste 201 Berryville VA 22611
Anytime VA, LLC 540-951-1340 1480 S Main St, Ste Blacksburg VA 24060 *
100
Protti-Lawrence Fitness LLC 276-322-7781 537 Commerce Dr Bluefield VA 24605
Engert & Fuselier 276-644-1180 3177 Linden Dr Bristol VA 24202
Investments, LLC
Bazzari, LLC 571-261-9661 10350 Bristow Ctr Dr Bristow VA 20136
Steven Cross 757-745-7060 13609 Carrollton Carrollton VA 23314
Blvd, Suites 8,9-10
PK Fitness, Inc. 276-598-4708 1051 Claypool Hill Cedar Bluff VA 24609
Mall Rd
Allied Fitness 2, LLC 703-662-5992 5941 Centerville Crst Centreville VA 20121
Ln
Immersion Incorporated 703-376-8550 14511 Lee Jackson Chantilly VA 20151
Memorial Hwy
Cville Fitness, LLC and 434-202-8615 315 Rivanna Plaza Dr, Charlottesville VA 22901 *
Richard Kevin Pleasants Ste 110
Threeboys Fitness, LLC 434-971-5566 1434 Rolkin Ct Charlottesville VA 22911 *
FDD C-120
Blue Heron Fitness, Inc. 757-651-4146 237 Carmichael Way Chesapeake VA 23322
MA FIT LLC 757-410-5522 1501 Cedar Rd Chesapeake VA 23322
Shashi Enterprises LLC 804-768-6000 12324 Bermuda Chester VA 23831
Crossroad Ln.
Fast Eddie's Fitness IV, LLC 540-317-1142 767 Nalles Mill Rd Culpeper VA 22701
Tadik Corporation 703-590-9900 5255 Waterway Dr Dumfries VA 22025
Anthony Skinner and Laura 573-774-6063 8904 Colesbury Place Fairfax VA 22031 Projected to open
Skinner in Paris, KY
JAMfit, LLC 703-570-8998 9529 Braddock Rd Fairfax VA 22032
Anytime VA, LLC 540-633-3004 7339 Lee Hwy Fairlawn VA 24141 *
Fast Eddie's Too LLC 540-479-1418 27 S Gateway Dr Fredericksburg VA 22406
William Lewis Foxx Jr. 804-754-5883 11123 Huntington Fredericksburg VA 22407 Projected to open
Meadows Lane in Fredericksburg,
VA
Fast Eddie's Fitness III, LLC 540-636-4434 70 Riverton Front Royal VA 22630
Commons Dr.
MC Fitness LLC 757-224-6999 16 Towne Center Hampton VA 23666
Way
Rumsey & Fuselier Fitness, 804-684-1430 7084 Hayes Shopping Hayes VA 23072
LLC Ct
Fast Eddie's Fitness, LLC 540-709-7950 16453 Merchants Ln King George VA 22485
William Bouweiri 703-771-2348 536 Fort Evans Rd Leesburg VA 20176
Code 22 Fitness, LLC 540-668-5224 18 Town Square Lovettsville VA 20180
Sodhi Inc. 434-263-5559 81 Callohill Dr Lovingston VA 22949
Mark Arrington and Mark 434-616-6671 46 Madison Plz Dr Madison VA 22727
Arrington II
BR Fitness, LLC 703-659-1333 8224 Spruce St Manassas Park VA 20111
Callan Drive Investments 276-378-7676 118 Atkins Farm Lane Marion VA 24354
LLC
Nett Industries, Inc. 804-730-4548 8319 Bell Creek Rd Mechanicsville VA 23111 *
FDD C-121
Eric Gleason and Samantha 757-383-6298 2406B E. Little Crk. Norfolk VA 23518
Gleason Rd.
Robert Stumpf and Evan 757-965-2348 780 W. 20th St. Norfolk VA 23517
Stumpf
John Crowder 540-672-1252 12379 B James Orange VA 22960
Madison Hwy
John Crowder 434-466-7499 13130 Hackberry Rd Orange VA 22960 Projected to open *
in Gordonsville,
VA
Body Transformations, Inc. 434-591-1105 68 Heritage Dr., Unit Palmyra VA 22963

2
The Premonition of 540-441-3930 609 E Main St Purcellville VA 20132
Purcellville, LLC
Dave & Myra, LLC 804-404-3604 7101 Forest Hill Ave Richmond VA 23225
J&J Fitness, LLC 804-418-3753 11740 W Broad St Richmond VA 23233
L.I.M. Enterprises LLC 804-754-1000 11224 Patterson Ave Richmond VA 23238
Nett Industries, Inc. 804-221-7941 1310 Roseneath Rd Richmond VA 23230 Projected to open *
APt 136 in Brookland, VA
Nett Industries, Inc. 804-221-7941 1310 Roseneath Rd Richmond VA 23230 Projected to open *
APt 136 in Chesterfield,
VA
Jody and Lisa Taylor 434-985-3523 5924 Seminole Trl, Ruckersville VA 22923
Ste 105
Anytime Salem, LLC 540-375-2900 35 Spartan Dr Salem VA 24153 *
William Lewis Foxx Jr. 540-805-5164 7501 Graham St Spotsylvania VA 22553
Jawad Malakzada 703-936-7070 6400 Brandon Ave Springfield VA 22150
MaiCa Fitness Corp. 540-877-6933 25 Tech Pkwy Stafford VA 22556
John Adamson 540-221-2900 20 Bobby's Way, Ste Staunton VA 24401
103
Rise Above Enterprises LLC 540-465-2345 100 Founders Wy, Strasburg VA 22657
Suite 6, 7, 8
FDD C-122
Steven Cross 757-809-3116 2999 Corporate Ln Suffolk VA 23434
1265 Fitness, LLC 757-233-0240 5300 Kemps River Virginia Beach VA 23464
Dr.
Eric Gleason and Samantha 757-498-3274 4324 Holland Rd. Virginia Beach VA 23452
Gleason
F.U.E.L. Fitness, LLC 757-962-0802 968 Laskin Rd. Virginia Beach VA 23451
Fitfam LLC 757-689-4712 2090 Princess Anne Virginia Beach VA 23456
Rd, Suite 100
Fitness 5, Inc. 757-963-7998 1079 Independence Virginia Beach VA 23455
Blvd.
Fitness 5, Inc. 757-301-7800 3352 Princess Anne Virginia Beach VA 23456
Rd, Suite 905
Impressive Fitness, LLC 757-227-9447 1274 N Great Neck Virginia Beach VA 23454
Rd.
Vato Fitness Warrenton LLC 540-359-5658 251 West Lee Hwy Warrenton VA 20186
Impressive Fitness 4, LLC 757-903-4265 5251 John Tyler Hwy, Williamsburg VA 23185
Ste 31
Goodlynn Ventures, LLC 757-870-2737 11403 Windsor Blvd, Windsor VA 23487
Ste D-E
Intelligence and Systems 703-441-1800 16705 River Rdg Woodbridge VA 22191
Solutions Inc. Blvd
Tadik Corporation 703-680-6340 12751 Marblestone Dr Woodbridge VA 22192 *
Sayvor, LLC 540-409-5791 1025 S Main St Woodstock VA 22664
Protti-Lawrence Fitness, LLC 276-335-2122 1155 N 4th St Wytheville VA 24382
Joseph Krause 757-369-4844 5304 George Yorktown VA 23692

Washington Memorial
Hwy
John Crowder 540-832-0434 75 Freedom Dr Zion Crossroads VA 22942
AKAD Capital, Inc. 802-681-0161 120 Depot St Bennington VT 05201

Matthew Wilkinson 802-772-4498 217 Woodstock Ave Rutland VT 05701
FDD C-123
STS Investments, Inc. 360-637-9111 2700 Simpson Ave, Aberdeen WA 98520
Ste 103
Zach Fullwiler 360-322-6643 104 S Olympic Ave Arlington WA 98223
Dynamic Fitness Solutions, 360-306-5858 115 W Kellogg Rd Bellingham WA 98226 *
LLC
Dynamic Fitness Solutions, 360-986-5600 2219 Rimland Dr, Ste Bellingham WA 98226
LLC 103
ROQ Fitness, LLC 360-788-5900 3814 Bennett Ave Bellingham WA 98229 Projected to open
in Bellingham,
WA
Mike Andes Enterprises LLC 360-393-3330 8115 Birch Bay Sq St Blaine WA 98230
Fit Family Lynnwood, LLC 206-245-4601 24221 27th Pl W Brier WA 98036 Projected to open *
in Bothell, WA
Fit Family Lynnwood, LLC 206-245-4601 24221 27th Pl W Brier WA 98036 Projected to open *
in Seattle, WA
JWMII Corp. 360-829-5156 135 Jefferson Ave Buckley WA 98321
Jason Wilson 360-736-1900 515 Harrison Ave., Centralia WA 98531
Ste. B
SMS Fit, Inc. 509-276-5880 3 W Crawford St Deer Park WA 99006
The Tyler Corporation LLC 206-460-1212 21819 Marine View Des Moines WA 98198
Dr S
Building Better Bodies, LLC 253-267-5425 2620 Williamson Pl Dupont WA 98327
NW
Mark Ireland 253-380-0209 3175 Brown Loop Dupont WA 98327 Projected to open
in Puyalllup, WA
Isaiah Wily and Sarah Wily 509-888-1559 515 Grant Rd East Wenatchee WA 98802
Asa Hansen and Dina Hansen 253-370-6758 809 120 Ave E Edgewood WA 98372 Projected to open
in Port Orchard,
WA
46 Belly LLC 425-329-4547 22824 100th Ave Edmonds WA 98020

West
Bodyworks, Inc. 509-925-5445 2305 W Dolarway Rd Ellensburg WA 98926
FDD C-124
Elma Fitness, LLC 360-861-8340 3 Shouweiler Rd Elma WA 98541
KASH, Inc. 509-754-1066 514 Basin St NW Ephrata WA 98823
Crystal Woodward and 253-249-5005 1907 Colby Ave Everett WA 98201 Projected to open
Brendan Woodward in Everett, WA
Melinda Lewis and Corey 206-212-6176 1614 SW Dash Point Federal Way WA 98023
Lewis Rd
Leslie Hoefer and Michael 360-393-3779 5905 Portal Way Ferndale WA 98248
Hoefer
North Range Ventures, LLC 253-509-2747 5275 Olympic Dr NW Gig Harbor WA 98335
Jaime De La Torre 509-383-6111 121 Sunnyside Ave Granger WA 98932 *
Fitness Kent, LLC 253-518-0071 13210 SE 240th St, Kent WA 98042
Ste A-1
Firas Kaddah 425-968-2341 6533 132nd Ave NE Kirkland WA 98074
J. LINDBERG COMPANY 360-456-5100 4200 6th Ave SE, Lacey WA 98503
Suite 101
Fitness Ventures Unlimited, 425-334-1200 25 95th Dr NE, Ste Lake Stevens WA 98258
LLC 107
Melinda Lewis 253-589-5277 8520 Steilacoom Blvd Lakewood WA 98498
SW
B-Fit, LLC 509-891-6800 23505 E Appleway Liberty Lake WA 99019
Leslie Hoefer and Michael 360-306-8668 6918 Hannegan Rd Lynden WA 98264
Hoefer
Leslie Hoefer and Michael 360-543-8200 111 North 17th St Lynden WA 98264
Hoefer
Fit Family Lynnwood, LLC 425-409-9067 4114 198th St SW Lynnwood WA 98036 *
MATF, Inc. 360-659-2348 11515 State Ave Marysville WA 98271
J & L Fitness LLC 425-225-6116 1523 132nd St SE Mill Creek WA 98208
Building Better Bodies, LLC 253-517-8431 900 Meridian Ave E, Milton WA 98354
Ste 30
DDK Fitness LLC 509-764-0933 619 N Stratford Rd Moses Lake WA 98837
Jaime De La Torre 509-902-8212 304 West Seattle Ave Moxee WA 98936 *
FDD C-125
Dynamic Fitness Solutions, 360-873-8377 205 W Stewart Rd Mt Vernon WA 98273 *
LLC
AJAJ, LLC 360-893-2443 401 Washington Ave. Orting WA 98360
N.
Janelle Andersen 509-488-3484 740 E Main St, PO Othello WA 99344
Box 761
ABC Boddy, LLC 360-457-3200 112 Del Guzzi Dr., Port Angeles WA 98362
Ste. 5
M1 Wellness Group, LLC 509-332-3100 690 SE Bishop Blvd, Pullman WA 99163
Ste A
Evans Family Fitness LLC 253-268-3352 14312 Meridian Ave Puyallup WA 98373
E
Ronald Lee Gehring and 407-399-3805 10521 190th st East Puyallup WA 98374 Projected to open
Thomas John Gehring in Graham, WA
Jeff Guentzel and Ramona 509-797-2100 918 13th Ave SW, Ste Quincy WA 98848
Guentzel G
Northwest Wellness & 425-898-1199 23435 NE Novelty Redmond WA 98053
Fitness, LLC Hill Rd, Ste. F 503
46 Belly LLC 206-395-7244 64 Rainier Ave S Renton WA 98057
TM Products LLC 425-395-7248 4524 Klahanie Dr SE Sammamish WA 98029
Darren Gillespie and Sean 206-535-7573 110 W Galer St Seattle WA 98119
Erhardt
Fitness Pro, LLC 206-545-4348 837 N. 34th St., Ste. Seattle WA 98103
220
Saldana Group, LLC 206-306-6676 2222 California Ave. Seattle WA 98116
SW.
Saldana Group, LLC 206-328-4455 1700 E Madison, Seattle WA 98122
Suite B
Dynamic Fitness Solutions, 360-986-5888 922 3rd St Sedro-Woolley WA 98284
LLC
Bradshaw Development, Inc. 509-698-3500 201 S 1st St Selah WA 98942
AEG Fitness, Inc. 360-683-4110 10131 Old Olympic Sequim WA 98382

Hwy.
FDD C-126
Taito Fitness, LLC 360-462-2600 2121 Olympic Hwy Shelton WA 98584
N, Ste. 103-106
KGK Fitness Centers, Inc. 425-374-3756 2603 Bickford Ave, Snohomish WA 98290
Ste C
Darren Gillespie 425-396-1312 7713 Center Blvd SE, Snoqualmie WA 98065
#120
Building Better Bodies, LLC 253-875-7976 22307 Mountain Hwy Spanaway WA 98387
E
ACT TODAY LLC 509-315-5023 8901 E Trent Ave, Ste Spokane WA 99212
107
Gregory Martin 509-466-1348 101 E. Hastings Rd. Spokane WA 99218
Jon Hawley 509-624-2929 10511 W Aero Rd Spokane WA 99224
Kentra Corp. 509-624-4444 1804 W Francis Ave Spokane WA 99205
Vita Grata, LLC 509-348-2888 13004 E Sprague Spokane Valley WA 99216
Avenue
Fenex Fitness Facilities, LLC 360-939-9593 7104 265th St NW, Stanwood WA 98292
Ste 130
Bradshaw Development, Inc. 509-837-7575 1710 East Gregory Sunnyside WA 98044
Ave
Jeff Harrison 253-327-1515 2623 N Pearl St Tacoma WA 98407
Fit City NW, LLC 509-314-6677 425 S Elm St, Ste 3 Toppenish WA 98948
EB Industries, Inc. 360-352-2600 5743 Little Rock Rd Tumwater WA 98512
SW, Ste 115
Bradshaw Development, Inc. 509-469-4990 2529 Main St Union Gap WA 98903
John Pax and Tracy Pax 360-635-5350 710 Esther St Vancouver WA 98660
MLM Fitness, LLC 360-931-4575 1604 SE 141st Ave Vancouver WA 98683 Projected to open
in Ridgefield, WA
Fit City NW, LLC 509-584-0202 220 W 1st St Wapato WA 98951
Jaime De La Torre 509-961-6610 220 W 1st Wapato WA 98951 Projected to open
in Zillah, WA
Clidro Concepts, LLC 360-210-7765 1700 Main St Washougal WA 98671 *
FDD C-127
Wily Fitness, LLC 509-888-7200 950 N Wenatchee Wenatchee WA 98801
Ave
Bradshaw Development, Inc 509-965-0900 5611 Summitview Yakima WA 98908 Projected to open
Ave in TBD, WA
Bradshaw Development, Inc. 509-965-0900 5611 Summitview Yakima WA 98908
Ave
Building Better Bodies, LLC 360-400-3880 1304 Yelm Ave E Yelm WA 98597
Stellar Fitness - Antigo, LLC 715-350-4444 501 Superior St Antigo WI 54409
K Smith Fitness Appleton 2, 920-730-1000 1401 N Casaloma Dr Appleton WI 54913
Inc.
K Smith Fitness Appleton, 920-882-2272 W 3171 Springfield Appleton WI 54915
Inc. Drive
Jameson Hanson and David 715-688-9413 725 Energy Street Baldwin WI 54002
Jacob
AF Baraboo, LLC 608-356-3633 434 WI-136 Baraboo WI 53913
Two 10's Iron Dens, LLC 920-219-9606 1626 N Spring St Beaver Dam WI 53916
Arrowd1 LLC 608-363-9999 2240 Prairie Ave, Beloit WI 53511
Northgate Plz Units
18-23
Acorn Kinetix LLC 262-993-9111 2205 N Calhoun Rd Brookfield WI 53005
Lawrence Lupton 262-409-5885 17470 Saint James Brookfield WI 53045 Projected to open
Road in West
Milwaukee, WI
K Smith Fitness Cedarburg, 262-375-9300 W63 N143 Cedarburg WI 53012

Inc. Washington Ave
Eric Schmoll and Johnny 920-464-1400 1102 E Chestnut St Chilton WI 53014 *
Simpson
Joe and Magie Longueville 715-962-3005 225 E Bremer Ave, Colfax WI 54730
Ste 103
AF Columbus, LLC 920-626-5005 201 Industrial Dr Columbus WI 53925
AF Cottage Grove, LLC 608-839-1111 203 W Cottage Grove Cottage Grove WI 53527
Rd
FDD C-128
Scott Vahradian 414-483-1921 5879 S Packard Ave Cudahy WI 53110
AF Deforest, LLC 608-846-6868 615 S Main St De Forest WI 53532
First Down Fitness LLC 920-338-8500 811 Main Ave De Pere WI 54115
Livin' Life Fit, LLC 262-728-2407 1420 E Geneva Delavan WI 53115
MLB Fitness, LLC 608-930-2691 401 N Iowa St Dodgeville WI 53533
Benwell Inc. 715-831-6400 329 Water St Eau Claire WI 54703
Haag Enterprises LLC 715-831-6200 2625 Birch St Eau Claire WI 54703
Haag Enterprises LLC 715-831-8600 2532 Golf Rd Eau Claire WI 54701
AF Edgerton 2, LLC 608-884-0107 121 W Fulton St Edgerton WI 53534
AF Evansville, LLC 608-882-5644 821 Brown School Rd Evansville WI 53536
AF Fitchburg 2, LLC 608-298-9898 2980 Cahill Main Fitchburg WI 53711
AF Fitchburg, LLC 608-270-9500 6250 Nesbitt Rd, Ste Fitchburg WI 53719
600
ACE Fitness LLC 920-921-4800 209 N Macy St, Ste. B Fond du Lac WI 54935
Fort Atkinson Fitness, LLC 920-563-3070 308 Washington St Fort Atkinson WI 53538
MDS Fitness, Inc. 414-304-5254 2818 W Rawson Ave Franklin WI 53132
K Smith Germantown, LLC 262-502-1800 W175-N11162 Germantown WI 53022
Stonewood Dr
Stellar Fitness - Green Bay 920-569-6351 450 N Military Ave Green Bay WI 54303
West, LLC
K Smith Fitness Hartford, 262-673-7300 1542 E Sumner St Hartford WI 53027 *
Inc.
Anytime Partners, LLC 262-369-9300 520 Hartbrook Dr Hartland WI 53029
Rick Eickmeier and Diane 608-792-5003 N6596 Forest Court Holmen WI 54636 Projected to open
Eickmeier in TBD, WI
Shane Johnson 920-485-0552 309 Barstow St Horicon WI 53032
Bandon Fitness (Texas), Inc. 715-386-5020 1701 Ward Ave, Ste Hudson WI 54016
201
Jason Hepfler 612-597-6577 331 West Grove Rd Hudson WI 54016 Projected to open *
in Rice Lake, WI
FDD C-129
Jason Hepfler 612-597-6577 331 West Grove Rd Hudson WI 54016 Projected to open *
in Somerset, WI
AF Milton Ave, LLC 608-563-0701 2600 Humes Rd, Ste Janesville WI 53545
190
AF West Court, LLC 608-756-0007 2315 W Court St Janesville WI 53548
AF Jefferson, LLC 920-674-6616 850 E Reinel St Jefferson WI 53549 *
K Smith Fitness Kaukauna, 920-759-9901 310 E Ann St Kaukauna WI 54130 *
Inc
Arecco Investments LLC 262-612-3155 611 56th St, 3rd Fl Kenosha WI 53140
Somer Properties Holdings, 262-925-1875 2304 18th St Kenosha WI 53144
LLC and CJMA Inc.
North Fayette Fitness, LLC 608-519-5990 112-114 5th Ave S La Crosse WI 54601
North Fayette Fitness, LLC 608-796-9119 3514 Mormon Coulee LaCrosse WI 54601
Rd
Geneva Fitness, LLC 262-248-2422 116-118 E Geneva Sq Lake Geneva WI 53147
AF Lake Mills, LLC 920-648-2121 395 W Tyranena Park Lake Mills WI 53551 *
Rd
AF Atwood Ave, LLC 608-286-1050 2045 Atwood Ave Madison WI 53704 *
AF Downtown, LLC 608-237-2717 301 East Campus Madison WI 53715
Mall, Suite 203
AF East Madison, LLC 608-221-1222 6420 Cottage Grove Madison WI 53718
Rd
AF Midvale Blvd, LLC 608-231-4447 515 S Midvale Blvd, Madison WI 53711 *
Ste 5
AF North Madison, LLC 608-245-1616 1193 N Sherman Ave Madison WI 53704
AF University Row, LLC 608-286-1550 737 University Row Madison WI 53705 *
James Moyer 715-898-1122 112 N Central Ave Marshfield WI 54449
AF Mauston, LLC 608-847-2224 414 E State St Mauston WI 53948
AF McFarland, LLC 608-838-8111 5802 Hwy 51 McFarland WI 53558
Thunderfitness LLC 262-781-3220 N56 W14108 Silver Menomonee Falls WI 53051
Spg Dr
FDD C-130
Tony Nicholson and LaRoyce 715-309-4441 1700 Stout St Menomonie WI 54751
Nicholson
Eric Stickney 715-722-0046 3430 E Main St Merrill WI 54452
AF Middleton, LLC 608-836-3131 1011 N Gammon Rd Middleton WI 53562
Arrowd1 LLC 608-580-0109 679 S Janesville St Milton WI 53563
Fitness Partners, LLC 414-319-1111 2170 Farwell Ave Milwaukee WI 53202
Fitness Partners, LLC 414-210-2598 1555 N Water St Milwaukee WI 53202
KRS Fitness, LLC 414-365-9100 6817 W Brown Deer Milwaukee WI 53223
Rd
Lupton Consulting, LLC 414-259-9999 6015 W Forest Home Milwaukee WI 53220
Ave
KC Fitness LLC 715-926-6466 162 S Eau Claire St Mondovi WI 54755
AF Monona, LLC 608-222-9699 6000 Monona Dr Monona WI 53716
Andrew Gundlach 608-358-2612 6000 Monona Dr, Ste Monona WI 53716 Projected to open *
204 in Lodi, WI
Andrew Gundlach 608-358-2612 6000 Monona Dr, Ste Monona WI 53716 Projected to open
204 in Cross Plains, WI
Andrew Gundlach 608-358-2612 6000 Monona Dr, Ste Monona WI 53716 Projected to open
204 in Elkhorn, WI
AF Monroe, LLC 608-325-2222 301 6th Ave W, Ste Monroe WI 53566
107
AF Mount Horeb, LLC 608-437-7373 1209 Springdale St Mount Horeb WI 53572 *
Kristopher Ganske 262-378-7969 937 Greenridge Ct Mukwonago WI 53149
3 Strands United LLC 414-240-8150 7759 Racine Ave Muskego WI 53150
K Smith Fitness Neenah, Inc. 920-725-0500 860 Fox Pt Plz Neenah WI 54956
NXT Level Fitness, LLC 920-982-9922 1111 N Shawano St New London WI 54961
BFTSM, LLC 715-246-4500 144 W 3rd St, Ste B New Richmond WI 54017
AF Oconomowoc, LLC 262-567-1101 1288 Summit Ave, Oconomowoc WI 53066
Ste 114
Helium Enterprises, LLC 608-783-1120 1220 Crossing Onalaska WI 54650
Meadows Dr, Ste 150
FDD C-131
MDS Fitness, Inc. 608-835-7200 845 Market St, Unit 2 Oregon WI 53575
MDS Fitness--Miles City, 608-345-8487 845 Market St Oregon WI 53575 Projected to open
LLC, Adam Crowley and in Billings, MT
Kyle Brodd
Mike Schmaltz 608-345-8487 845 Market St Oregon WI 53575 Projected to open

in Watford City,
ND
FourF, LLC 920-424-5000 312 N Koeller St Oshkosh WI 54902

AF Platteville, LLC 608-348-8811 555 Ellen St Platteville WI 53818
Moyer Enterprises Plover, 715-544-4050 1816 Plover Rd Plover WI 54467
LLC
Premier Fitness of Plymouth, 920-892-8282 542 Walton Dr Plymouth WI 53073
Inc.
MDS Fitness, Inc. 262-536-4524 155 Sweetwater Blvd Port Washington WI 53074
AF Portage, LLC 608-745-0250 2800 New Pinery Rd Portage WI 53901

North Fayette Fitness, LLC 608-326-1550 40 Riverside Square Prairie du Chien WI 53821
AF Sauk City, LLC 608-643-0777 1400 Prairie St Prairie Du Sac WI 53578

(Sauk City)
AF Reedsburg, LLC 608-524-2444 101 W Main St Reedsburg WI 53959
Moyer Enterprises 715-350-6964 1301 Lincoln Street Rhinelander WI 54501
Consolidated Inc.
AF Richland Center, LLC 608-383-1707 100 Richland Square Richland Center WI 53581 *
MDS Fitness - Ripon, LLC 920-748-7880 1069 W Fond Du Lac Ripon WI 54971-
St 9260
Ripped Fitness and Elizabeth 715-425-0225 114 Spring St. River Falls WI 54022
Senoraske
SBoyea Enterprises, LLC 920-785-1530 627 Woodland Plz Seymour WI 54165
FDD C-132
Stellar Fitness - Sheboygan 920-457-1700 2701 S. Business Dr Sheboygan WI 53081
South, LLC
Ehle Endeavors, LLC 414-332-1111 4009 N Oakland Shorewood WI 53211
JSJ & Affiliates, LLC 715-349-2582 24556 State Hwy Siren WI 54872
35/70
Karmen Nenahlo 507-382-1299 4738 Keeley Dr Slinger WI 53086 Projected to open
in Appleton, WI
Spartan Fitness, LLC & 608-269-2055 2101 West Wisconsin Sparta WI 54656
Tammy Stickney Street
Moyer Enterprises, LLC 715-544-4008 200 N Division St, Ste Stevens Point WI 54481
E
MDS Fitness, Inc. 608-873-7799 2300 US Hwy 51, Ste. Stoughton WI 53589
A
Stellar Fitness - Sturgeon 920-818-0444 1300 Egg Harbor Rd, Sturgeon Bay WI 54235
Bay, LLC Suite 120B
AF Sun Prairie, LLC 608-834-1222 2071 McCoy Rd Sun Prairie WI 53590
CN.IV Fitness, LLC 608-516-4571 592 Athletic Way Sun Prairie WI 53590 Projected to open
in Glendale, WI
Blue Star Investments, LLC 715-392-6003 823 Belknap St Superior WI 54880
KDR Fitness, LLC 262-246-8000 N64 W24350 Main St Sussex WI 53089
Puppe Incorporated 608-372-7000 1018 Superior Ave. S. Tomah WI 54660 *
MDS Fitness, Inc. 608-497-1266 411 Prairie Heights Verona WI 53593 *
Dr
Eric Stickney and Tammy 608-638-3481 1218 N Main St Viroqua WI 54665
Stickney
MDS Fitness Wales, LLC 262-201-4240 300 E Summit Ave Wales WI 53183
Livin' Life Fit LLC 262-275-2424 541 Kenosha St., Unit Walworth WI 53184 *
C
Watertown Anytime LLC 920-390-2893 804-806 W St Watertown WI 53094
J3 Fitness Inc. 262-446-4141 901 Meadowbrook Waukesha WI 53188
Rd., Ste. 1
Wey2Fit, LLC 262-446-6797 2144 E Moreland Waukesha WI 53186
Blvd
FDD C-133
AF Waunakee, LLC 608-849-8998 604 E Main St Waunakee WI 53597
Moyer Enterprises Waupaca 715-942-8300 970 Furman Dr Waupaca WI 54981
AF, LLC
MDS Fitness, Inc. 920-324-4912 912 W Main Waupun WI 53963
Kilnea Enterprises, LLC 715-298-9500 409 Forest St Wausau WI 54403
Fitness Partners III, LLC 414-258-5658 8907 W North Ave Wauwatosa WI 53226
Lawrence Lupton 414-800-5040 2229 S 108th St West Allis WI 53227
K Smith Fitness West Bend, 262-338-1441 790 W Paradise Dr West Bend WI 53095 *
LLC
Marbles & Helium, LLC 608-451-2744 1500 W City Hwy 16 West Salem WI 54669
Moyer Enterprises 715-298-4348 1711 Schofield Ave., Weston WI 54476
Consolidated Inc. Ste. A
Justin Wills 262-472-0888 1139 W. Main St Whitewater WI 53190
NXT Level Fitness, LLC 920-582-5882 102 N 13th Ave Winneconne WI 54986
AF Lake Delton, LLC 608-253-1333 69 Commerce St Wisconsin Dells WI 53965
Moyer Enterprises Waupaca, 715-424-2000 2521 8th St Wisconsin Rapids WI 54494

LLC
Bridgeport Fitness, LLC 304-933-3192 1198 W Main St Bridgeport WV 26330
Kesling, Inc. 304-473-1126 90 Skyline Plaza Dr Buckhannon WV 26201
Vato Fitness Charles Town 304-433-5959 136 Patrick Henry Charles Town WV 25414 *
LLC Way
Daniel Miller 304-925-8500 5707 MacCorkle Ave Charleston WV 25304
SE, Ste 80
Kesling, Inc. 681-298-5017 46 Plantation Way Elkins WV 26241 *
Jeremy Elswick 304-965-8888 303 Crossing Mall Elkview WV 25071
Huntington Hospitalist 718-213-2964 3006 staunton rd Huntington WV 25702 Projected to open
Group, Inc. in Huntington, WV
Daniel Miller 304-757-2407 7 Liberty Plz Hurricane WV 25526
Mountaineer Fitness, Inc. 304-745-2001 475 Oakland St Morgantown WV 26505 *
FDD C-134
Durand AF, LLC 304-810-0454 1410 Lafayette Ave Moundsville WV 26041
Antioch AF LLC 304-455-8900 265 N State Rt 2 New Martinsville WV 26155
David McIntyre 681-945-7912 404 Kanawha Avenue Nitro WV 25143 Projected to open
in Reynoldsburg,
OH
Daniel Miller 304-469-5204 345 Mall Rd Oak Hill WV 25901 *

Protti-Lawrence Fitness LLC 681-282-5514 1284 Stafford Dr Princeton WV 24740
Daniel Miller 304-727-4500 1445 MacCorkle Ave St. Albans WV 25177
Daniel Miller 304-550-3037 906 Laing Street St. Albans WV 25177 Projected to open *
in Ripley, WV
in TBD, WV
in TBD, OH
Kesling, Inc. 681-355-0214 235 Merchant Walk Summersville WV 26651 *
Shawn Craven and Leslie 304-295-5646 1500 Grand Central Vienna WV 26105
Craven Ave
Tim Restle 307-578-8550 534 Yellowstone Ave Cody WY 82414
Dudley Irvine 307-332-2811 943 Amoretti St Lander WY 82520
Tim Restle 307-271-7300 230 N Clark St Powell WY 82435
Blue Star Investments, LLC 307-429-9333 2240 Coffeen Ave Sheridan WY 82801 *
FDD C-135
EXHIBIT C-2
LIST OF TERMINATED FRANCHISEES AND THOSE WHO LEFT THE SYSTEM

DURING THE YEAR ENDED DECEMBER 31, 2020
Name City State Telephone

Number
Breland Booth Birmingham AL 205-572-2955
Dahm Enterprises, Inc. Huntsville AL 256-655-4687
CP Fitness, LLC Trussville AL 205-283-9825
SF Beebe, LLC Searcy AR 501-593-5444
Sure Fit Holdings, LLC Searcy AR 501-593-5444
ELYNN, INC. Texarkana AR 903-276-4992
Branden Bunker & Brian McColgan Scottsdale AZ 801-361-8979
L13cky Health, LLC Scottsdale AZ 801-361-8979
Steve Rabello Apple Valley CA 310-713-6231
Komin Business Group, Inc. Backersfield CA 661-477-6168
Christopher Anthony Novick and Tien Lam Canyon Country CA 415-939-5397
Yu Kohama Chula Vista CA 619-855-7256
Kevin Walker Elk Grove CA 209-417-2095
Boutique Fitness Center, Inc. Folsom CA 916-202-1040
Scott Ferguson Garden Grove CA 562-221-9004
SBP Health Solutions, Inc. Laguna Beach CA 949-315-9687
Allen Coleman & Karen Terveer Oxnard CA 805-766-4782
Cynthia Shaw and James Shaw Reno CA 925-803-0272
Gym Warriors, LLC Sacramento CA 916-628-9478
IronWorx, LLC Sacramento CA 916-996-0940
Kenneth Degenhardt Sacramento CA 615-574-2207
Gym Warriors LLC Sacremento CA 916-628-9478
SanMar Fitness, LLC San Clemente CA 949-395-1380
Benjamin Velaga San Ramon CA 925-639-6777
Legacy of Health, LLC Santa Clarita CA 360-402-0607
Coffee & Naps, LLC Santa Rosa CA 707-326-5266
Unisphere Ventures, Inc. Venice CA 917-318-4488
SASCI, LLC Commerce City CO 303-250-2141
FG Development, LLC Denver CO 303-875-6280
JAF Investments Inc. Fort Collins CO 719-371-2424
Ben Reese Louisville CO 720-530-4954
Madigan Fitness, LLC Stonington CT 401-499-3618
AF Wilton, LLC Wilton CT 203-223-6633
FDD
Number
W. Fitness, LLC Dove DE 302-653-4370
George Sakellis and John Dimarhos Seaford DE 216-219-1786
Rachelle Fletcher Wilmington DE 703-822-1915
Chad Hugo and Angela Hugo Boca Raton FL 815-505-0945
Brandon Fitness, LLC Bradenton FL 941-725-0165
Ricky Allison Clearwater FL 727-242-1682
Chris & Michelle Roberts Crawfordville FL 850-519-3661
Palm Coast Fitness, LLC Fernandina Beach FL 860-402-7006
Rock' n Robin, LLC Gulf Breeze FL 813-451-0450
AF North Florida LLC Jacksonville FL 904-553-5570
AF North Florida LLC Jacksonville FL 904-553-5570
Eason Cable Enterprises LLC Jacksonville FL 904-859-6883
Eason Cable Enterprises LLC Jacksonville FL 904-859-6883
P & W Dynasty, LLC Jacksonville FL 386-965-5318
Rock Fitness, LLC Lake Butler FL 386-466-6399
BNG Fitness, LLC Lake Wales FL 863-241-3733
Hughes Capital Group, LLC Malabar FL 321-684-0444
KY FIT LLC Malabar FL 321-684-0444
MOLNARI ENTERPRISES, LLC Milton FL 850-202-6512
Mission Hills Fitness Naples FL 239-353-3939
James Magliulo Oldsmar FL 813-404-3644
ATL Investment Group, Inc. Orlando FL 904-993-8669
David DeMerchant and Joseph Luther Palm Bay FL 321-594-9435
Richard Hayes, Jr., Heidi Hayes & Todd Altom Sebring FL 863-202-7500
AF Beach, LLC St. Augustin FL 904-553-5570
AF North Florida, LLC St. Augustine FL 904-553-5570
Triumph Fit, Inc St. Petersburg FL 813-352-3289
Triumph Fit, Inc. St. Petersburg FL 813-352-3289
Big Time Fitness Warwick, LLC Winter Garden FL 845-494-3199
Big Time Fitness, LLC Winter Garden FL 845-494-3199
bigtimefitnesswalden L.L.C. Winter Garden FL 845-494-3199
Fitness24 of Temple Terrace, LLC Tampa FL 813-404-0823
Robert Holloway and Libby Kelley Atlanta GA 404-550-2870
Thomas Cornett Blackshear GA 912-288-0800
JRH Fitness LLC Braselton GA 678-614-4004
JG Fitness, LLC Buford GA 770-356-2274
Monster Dome South, LLC Cleveland GA 706-949-1329
Complete Health & Fitness, Inc. Evans GA 706-799-7332
Fitness247, LLC Lawrenceville GA 714-488-4891
Fitness247, LLC Lawrenceville GA 714-488-4891
Angela Christopher Lithonia GA 864-554-9508
Natasha McFarlane Marietta GA 678-365-8120
NSK Fitness, LLC Marietta GA 678-365-8120
FDD
Number
D & K Total Fitness, LLC McDonough GA 313-844-0276
Adam Gatzemeier Valdosta GA 229-630-4847
SH Partners LLC Winder GA 323-204-6650
SJ2 Enterprise LLC Honolulu HI 706-814-8586
Band of Brothers Fitness Group, LLC Kapolei HI 254-423-6719
Dearonne Bethea, Jerome Easter, Corey Stephens and Kapolei HI 254-423-6719
Broderick Ward Jr.
Laurant Fitness, LLC Carroll IA 712-830-0980
Chris Evers Cedar Rapids IA 563-542-1816
Walbern, LLC Des Moines IA 515-783-8658
Nielsen Fitness, LLC Mason City IA 641-420-7650
Nielsen Fitness, LLC Mason City IA 641-420-7650
Beaverdale Fitness Center, LLC Norwalk IA 515-480-1130
KJV, LLC Blackfoot ID 208-360-1409
DFit, LLC Batavia IL 630-640-4695
DL2 Fitness, LLC Batavia IL 630-640-4695
Stephanie & Tom Kalaczynski Chicago IL 847-863-2331
SS Coach, Inc. Dixon IL 815-973-4164
JK Ventures Inc. Grayslake IL 847-533-6941
CBR Fitness Company Homer Glen IL 708-431-1051
Dougherty Fitness, Inc Mount Carmel IL 618-263-2076
JSH Group, LLC Northbrook IL 847-867-4028
Derek Tucker Orland Park IL 773-301-4869
Commit 2B Fit, LLC Wheaton IL 630-544-4402
AF Delavan, LLC Winnebabo IL 920-242-9993
AF Antioch, LLC Winnebago IL 920-242-9993
AF Belvidere, LLC Winnebago IL 920-242-9993
AF Burlington, LLC Winnebago IL 920-242-9993
AF Durand, LLC Winnebago IL 920-242-9993
AF Freeport, LLC Winnebago IL 920-242-9993
AF Spring Valley, LLC Winnebago IL 920-242-9993
Mike Langley Winnebago IL 920-242-9993
Mike Langley Winnebago IL 920-242-9993
Screw City fitness, Inc Winnebago Il 920-242-9993
Screw City Fitness, Inc Winnebago IL 920-242-9993
Iron Gym, Inc. Churubusco IN 260-494-4835
Ahmad Elsamad Crown Point IN 219-488-6409
KTH Enterprises, Inc. Elwood IN 765-425-4243
Think Fit, LLC Fishsers IN 317-698-3156
CH Health, LLC Greenville IN 502-876-5506
O & W Enterprises, LLC Indianapolis IN 812-630-7031
Bella Fitness, LLC McCordsville IN 317-341-2759
Chilondi Management, LLC Peru IN 765-461-6514
Nathan Goldenberg Syracuse IN 574-529-1010
FDD
Number
Nathan Goldenberg Syracuse IN 574-529-1010
MHS Enterprises, Inc Louisville KY 502-819-7671
Scott & Cathy Coyle, Roy Harrison & Robert Johnson Louisville KY 859-519-6541
CPABY Fitness, Inc Radcliff KY 502-377-7947
Dakota Meshell Baton Rouge LA 318-455-0447
Marlen Babin Baton Rouge LA 228-872-3922
KTMJ Enterprises, Inc Calhoun LA 302-367-9559
Caleb Hatten, Eric Harriman and John Carroll Columbia LA 318-680-2921
Justin Siverd and Joshua Hall Covington LA 985-264-8526
Jackson Fitness, LLC Covington LA 985-264-8526
Justin Siverd Covington LA 985-264-8526
Pearl Fitness, LLC Covington LA 985-264-8526
Eric Guillot, Anna Theriot and Chad Theriot Haughton LA 214-907-2720
RAV Fitness, LLC Lacombe LA 504-701-7009
Jennifer Perkins, Richard Perkins, Andrew Blackwell and Luling LA 504-460-7851
Elizabeth Marie Polk
Charles & Linda Roberts, L..L.C. Mandeville LA 985-249-0503
David Roberts & Justin Siverd Mandeville LA 601-201-0591
David Roberts & Justin Siverd Mandeville LA 601-201-0591
Innovative Fitness, LLC New Orleans LA 504-319-4734
H.R. Hayes I,LLC Ruston LA 318-243-0570
Razz Fitness LLC Ruston LA 318-237-0785
Kaplan Fitness LLC Scott LA 337-781-4094
JAM Fitness, LLC Shreveport LA 318-208-0380
TOCO Fit Holdings, LLC Shreveport LA 318-918-3797
Walker Fitness, LLC and Brittney Ray Tallulah LA 318-341-1311
Fitness Partners of Pineville, Inc. West Monroe LA 318-237-1884
Fitness Partners of Pineville, Inc. West Monroe LA 318-237-1884
David Roberts & Justin Sivered Mandeville LA 601-201-0591
North Shore Partners, Inc. Amesbury MA 978-578-4120
Boston Fitness Group LLC Chestnut Hill MA 630-212-9145
MV Lisbon CT Medway MA 508-245-4756
MV Wyoming RI Medway MA 508-245-4756
George Zografos and Paul Zografos South Yarmouth MA 508-737-3180
Jerome (Jerry) DeLauder Frederick MD 301-748-4355
Jerome (Jerry) DeLauder Fredrick MD 301-748-4355
JBC Fitness, Inc Street MD 443-243-3861
Michael Coppola and Nicole Coppola Kennebunkport ME 781-526-0269
Fitness Unlimited, LLC Madison ME 207-313-6614
NievesCo LLC Wells ME 603-988-5939
Brian Waite Benton Harbor MI 269-759-9754
FDD
Number
Seefit LLC Chesterfield MI 586-203-8200
J & H Fitness of Grand Haven, LLC Fremont MI 231-335-8655
Hardbody Gym and Fitness, LLC Lake Orion MI 248-770-2317
Body Builders, LLC Lowell MI 989-387-7551
Stellar Fitness - Fond du Lac, LLC Menominee MI 708-205-1141
J & J ALLIANCE INC Saginaw MI 810-834-7826
Capitol Fitness Shelby, INC. Sterling Heights MI 586-222-5009
Lift Fitness, LLC Sterling Heights MI 586-360-9057
Ferlito Fitness, LLC and Anthony Ferlito Washington Township MI 586-206-5124
Revencraft, LLC Wyoming MI 616-516-9940
TKE Total Fitness, LLC Apple Valley MN 952-270-3637
A.J.S of Austin, Inc. Austin MN 507-440-7312
CNF Limited Liability Company Columbia Heights MN 651-338-0704
Performance Trinity Life, LLC Eden Prairie MN 952-322-0637
R & R Fitness Enterprises, Inc. Elk River MN 612-272-5380
Saurer Corporation Fergus Falls MN 218-770-5340
Jocko Enterprises, Inc. Forest Lake MN 651-271-8141
Tanner and Miranda Hummel Jackson MN 507-841-3881
AFMO LLC Minneapolis MN 612-618-7850
AFMO LLC Minneapolis MN 612-618-7850
Kody Enterprises of Minnesota, LLC Oak Grove MN 612-616-0650
Kody Enterprises of Minnesota, LLC Oak Grove MN 612-616-0650
Jason White Plymouth MN 612-290-7316
Bell One Fitness Inc. Prior Lake MN 612-803-3815
Elite Fitness of Orono Inc. St. Cloud MN 320-492-6275
Roger Aaron St. MIchael MN 612-201-9547
njoy Health, LLC Stillwater MN 651-308-5556
Stephen Moriarty White Bear Lake MN 651-762-1630
Van Weelden Insurance Agency, Inc. Cape Girardeau MO 573-755-5100
Sharp Fitness, LLC Excelsior Springs MO 816-820-8501
Jerome Gyms, LLC Grandview MO 316-461-3049
Michael Foti AFFO, LLC Joplin MO 417-773-1780
Hoss Fitness Center, Inc. Kansas City MO 913-238-1688
We Build Empires, LLC Liberty MO 816-550-6484
Sawyer Strong, LLC Republic MO 417-421-5381
SpearsFIT, LLC Webster Groves MO 314-504-3925
CMR Fitness, LLC Bay St. Louis MS 228-216-9739
Anytimeps,LLC Columbus MS 662-524-0118
Texas City Anytime, LLC Oxford MS 662-513-4164
Fitness Systems of Mississippi, LLC Tupelo MS 832-265-6924
Tupelo Fitness, Inc. Tupelo MS 832-265-6922
Fitness Partners of Alabama II, LLC Tupelo MS 832-265-6924
McGym, LLC Bozeman MT 208-419-2339
FDD
Number
James Sorey & Jody Sorey Belmont NC 225-571-2427
Kyle Campbell Hayesville NC 678-923-5332
Alpha Fitness, LLC Mooresville NC 704-249-6456
Ken M. Mullins Raleigh NC 919-413-0211
Fit Fitness 247, LLC Terrell NC 704-622-5303
Investment Pros of FL LLC Wake Forest NC 239-707-7966
OM Fitness Corporation Waxhaw NC 980-328-2022
Heiden Fitness, LLC Fargo ND 701-215-4554
B & W Interests, Inc. Omaha NE 402-763-0187
Lamb & Son, LLC and Louis Drew Lamb II Omaha NE 402-506-0977
Simily Trading, LLC Annandale NJ 908-770-8811
Neil Zirin Brick NJ 908-489-8909
Joe Caruso Budd Lake NJ 201-874-4408
Maxim Investments,LLC Mays Landing NJ 609-226-3009
Daniella Harris and Brennan Archer Watchung NJ 732-310-5826
Sandra Schumacher Farmington NM 505-427-9677
BD Kern Investments, LLC Elko NV 775-299-1160
Donald Gray Las Vegas NV 702-480-6191
TW1753 Fit, LLC Mesquite NV 702-488-6851
Pahrump ATF, LLC Minden NV 775-790-1186
Cynthia Shaw and James Shaw Reno NV 925-803-0272
Cynthia Shaw and James Shaw Reno NV 925-803-0272
Luchian Bercea and Aura Nicolae Bronxville NY 321-361-6940
Fit For All, Inc. Farmington NY 585-259-7598
David Dix Fitness, LLC Jamestown NY 716-450-0400
Fadi Abdallah Jamesville NY 315-450-6875
Fadi Abdallah Jamesville NY 315-450-6875
Wayman Fitness, INC McGraw NY 716-359-7781
Farrell Junior, Inc Syracuse NY 315-385-1514
Farrell Junior, Inc. Syracuse NY 315-791-0026
Farrell Wellness, Inc. Syracuse NY 315-385-1514
Upstated Fitness, LLC Victor NY 585-217-7654
John Calvert Centerville OH 513-646-7976
5878 Mayfield, LLC Chesterland OH 330-705-5997
KO Fitness, LLC Clayton OH 937-344-9745
Sohail and Cheryl Ahmad Cleveland OH 216-410-4638
H2A2 Investments, Inc. Maumee OH 763-229-3678
H2A2 Investments, Inc. Maumee OH 763-229-3678
Pastor Fitness, LLC St. Clairsville OH 740-359-6159
FDD
Number
DNB Fitness, LLC Albany OR 541-223-1909
DNB Fitness, LLC Albany OR 541-223-1909
Powerhouse Gym & Fitness Center, Inc Lake Oswego OR 707-484-4896
Powerhouse Gym & Fitness Center, Inc Lake Oswego OR 707-484-4896
Doug Peterman Roseburg OR 541-788-4189
Ryan (PA) Murphy Horsham PA 215-534-0768
AF Holdings, LLC Lancaster PA 717-386-6762
Lifecycle Advantage, Inc Mars PA 724-584-2407
De la Fuente & Berry, LLC Scranton PA 570-362-3203
Lotus Lifestyle, LLC Sharpsville PA 724-815-8069
Fit360 LLC Smithfield RI 401-347-4294
Paul Garrity Warwick RI 401-829-7526
Alpha & Omega 2, LLC Duncan SC 864-554-7243
Alpha & Omega 3, LLC Duncan SC 864-554-7243
Alpha & Omega One, LLC Duncan SC 864-554-7243
Lucas Woehrle and Myranda Sue Woehrle Fort Mill SC 803-487-0453
CaineFit Nation LLC Greenville SC 864-561-2933
CaineFit Nation, LLC Greenville SC 864-561-2933
Genesis Fitness Leesville SC 803-404-1186
Kelly M. Cox Seneca SC 864-303-5053
Peyton Fitness #2, LLC Sumter SC 803-236-7628
Stevenson, LLC West Irmo SC 803-407-4469
TJM Fitness, LLC Hermitage TN 615-975-5637
Lighthouse Net1, LLC Murfreesboro TN 615-335-9108
Denton Banister Amarillo TX 806-220-7721
12 Toes Productions, LLC Austin TX 512-924-5370
Bandon Fitness (Texas), Inc. Austin TX 972-809-8888
Bandon Fitness (Texas), Inc. Austin TX 972-809-8888
Engert & Fuselier Investments, LLC Austin TX 409-466-4695
First Texas Fitness, LLC Austin TX 512-673-3520
Fuselier Fitness, LLC Austin TX 409-466-4695
Spence & Fuselier Fitness, LLC Austin TX 409-466-4695
T-Fuselier Fitness, LLC Austin TX 409-466-4695
T-Hamer Fitness, LLC Austin TX 409-466-4695
Tony Fuselier Austin TX 409-466-4695
R&Y Fitness, LLC Bastrop TX 512-785-1314
FDD
Number
Juan Roman and Katina Roman Buda TX 512-569-3823
Joseph Roblee Cedar Park TX 512-694-0535
James Hulett Commerce TX 214-449-5199
Chris Bryant Dallas TX 254-987-5028
Rick Baker Flint TX 903-253-6420
Hurst Fitness, LLC Fort Worth TX 817-808-3517
Nathan Bunker Georgetown TX 903-520-1557
Joshua Bergeron Houston TX 281-714-5486
JLS Ent. PA Hurst TX 817-308-4125
JLS Enterprises, PA Hurst TX 817-308-4125
Daredevil Fitness, LLC La Grange TX 979-702-2181
Tara Khoury Lakeway TX 480-262-6591
GeauxFit Athletics LLC Leander TX 225-313-7300
Aaron and LeeAnn Skinner Liberty Hill TX 512-970-9328
Carl and Cheryl Anderson Livingston TX 936-329-4488
Express Fitness, LLC New Braunfels TX 417-326-9735
Lonni and Paul Lemery Plainview TX 708-828-0984
Delinda Browning and Jerry Browning Plano TX 901-268-9937
ATX Fitness, LLC Round Rock TX 425-736-0240
Balashi Enterprises, LLC San Antonio TX 210-896-1117
Potranco Fitness, LLC San Antonio TX 210-422-8297
Stone Oak Fitness, LLC San Antonio TX 210-422-8297
Mook Enterprises, LLC Spring Hill TX 931-308-1275
Fitness Passion L.L.C. Bluffdale UT 801-870-7565
R&E Fitness, LLC Perry UT 435-740-0052
Camilla Simonsen Salem UT 801-494-3780
K & N Fitness, LLC Afton VA 434-263-5559
Stroupe Business Resourcing, LLC Hayes VA 912-224-2884
Charles Town 247 Fitness LLC Leesburg VA 304-553-8582
Uniontown 247 Fitness LLC Leesburg VA 304-553-8582
Warrenton 247 Fitness LLC Leesburg VA 304-553-8582
John Crowder Orange VA 434-466-7499
Robert Benson and Sarah Benson Stafford VA 214-228-1894
Neighborhood Fitness, Inc. Strasburg VA 703-606-9454
KST Enterprise, LLC Suffolk VA 757-214-4406
Blue Heron Fitness, Inc Virginia Beach VA 541-390-3789
Dennis Scott Leonard Virginia Beach VA 412-475-0057
Okay Fitness, LLC Virginia Beach VA 757-343-8586
Vikki Charles Virginia Beach VA 757-403-3556
Bigfoot Holdings, Inc. Bellevue WA 206-669-8321
Thrive GC Corporation Bellingham WA 472-041-5711
John Pax and Tracy Pax Vancouver WA 360-921-0646
Paul Billings, Kendall Billings and Carolyn Billings Vancouver WA 503-475-9013
Amie Reit/ Fitness Quest, LLC Arcadia WI 603-323-7954
FDD
Number
Anytime Partners, LLC Brookfield WI 262-409-5885
Premier Fitness of Plymouth, Inc. Fredonia WI 920-316-3166
William Hippert Fredonia WI 920-316-3166
George and Meredith Raab Hartland WI 262-388-9371
Stellar Fitness - Marquette, LLC Hobart WI 708-205-1141
Stellar Fitness - Sault Ste Marie LLC Hobart WI 708-205-1141
Stellar Fitness-Marinette, LLC Hobart WI 708-205-1141
Stellar Fitness-Menominee, LLC Hobart WI 708-205-1141
Stellar Fitness - Escanaba LLC Hobert WI 708-205-1141
Stellar Fitness - Iron Mountain, LLC Hobert WI 708-205-1141
Fransgato Fitness LLC Hudson WI 651-246-8554
Nick Fransen and Aaron Meier Hudson WI 651-246-8554
Stellar Fitness - De Pere, LLC Menominee WI 708-205-1141
Michael McVay Mineral Point WI 608-574-5838
AF Milton, LLC Monona WI 608-358-2612
Bridgewater Performance LLC and Farner Performance Muskego WI 414-366-9489
LLC
John Mathie & Jennifer Dunnington Wauwatosa WI 414-350-3196
Doug Harper and Chris Rockenstein Culloden WV 304-389-0527
South Carolina Fitness, LLC Morgantown WV 304-599-3369
Franchisees in the above chart may also be listed as a current owner in Exhibit C-1 if they own another Anytime
Fitness club.
If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise
system.
FDD
EXHIBIT D
FDD
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
   

  
     

    
  


   
  
     
       
      
       
      

  
  
    
 
          

            
           
               
 
      
           
          
           
           
            
 
            

            
              
           
    
           
           
            
            
            
            
               
            
           
          
        

1
              
     

             
            
                
            
   
   

               
           
          
           
            
   

  
  
2
  
3
    
    
         
  


 
   
    
          
     
        
      
       
      
     
      
 
    
        
   
        
       
   
        
     
    
           
4
    
    
         
  

  
 
           
    
        
      
    
      
    
     
 
          
        
     
    

    
       
    
      
           
5
    
      
     
  


     
    
   
     
    
    
    
      
    
      

     
         
     
  

    
    
    
         
      
    
  

      
    
           
6
    
     
     


  
   
        
   
    
       
        
   
    
      
       
   
    
      
       
           
7
    
      
     
  
    

    
        
  
     
         
        
    
    
    
        
    
        
    
    
        
         
    

       
           
       
      
         
         
     
      
          
         
    

        
    
         
          
       
       
       
     

      
       
         
            
           
           
8
    
    
     
          
  
               
                  
                 
    
                
               
             
                
                 
               
   
                
            
             
            
           
                  
    
 
                 
  
              
     
               
    
  
            
              
            

9
    
    
     
  
            
               
                  
             
             
     

               
                  
                
           
 
                
          
 
                 
                  
               
              
      
     
             
             
               
                   
                
                
              
                 
                    
                
                
10
    
    
     
       
                   
               
  
              
       
            
             
              
                
     
             
                
                
    
             
               
                    
                  
                 
                 
             
 
               
                
                  
              
                 
               

 
                 
                 
 
11
    
    
     
               
    Accounting for Income Taxes     
                    
                
                
                
                 
                 
   
    
Revenue Recognition Significant Accounting Policies under ASC 606

            
             
     
Franchise revenue
            
            
               
           
               
            
              
            
               
               
              
            
              
                
                
               
  
Corporate-owned club sales

             
               
               
    
12
    
    
     
Vendor Rebates
             
             
      
Other Revenues
             
             
Sales tax
         
Deferred revenue
               
                  
              
             
            
Deferred compensation
              
                
             
Advertising Fund
               
                  
              
              
             
               
             
              
                 
              
             
             
       
              
                  
             
        
13
    
    
     
        

            
                
               
                 
              

                
                 
             
 
             
              

  
          Fair Value Measurements
                     
               
             
      
           

       
      
                
        
             
                  
            
14
    
    
     
  
        Leases (Topic 842)      
                
                   
               
               
                
    
   
           Revenue From
Contracts with Customers       Revenue Recognition    
 Franchisors –Revenue Recognition          
          
              
              
                
              
            
                 
                 
              
                 
                   
              
      
  
    
  

 
       
 
        
  
 
      
    
 
        

    
15
    
    
     
Franchise Fees
              
                
       
               
              
    
Advertising Fund
            
              
              
   
Deferred compensation
            
             

             
    
               
               
                 

16
    
    
     
Summarized Consolidated Statement of Income (Operations):
  
    
   
  

      
    
  
     
    
    
    
      
    
      
     
     
Summarized Consolidated Balance Sheet:
  
    
  
   

 
       
 
        
  
 
      
    
 
        

    
17
    
    
     
 
               
                

              
            

               
             
  
   
                    
           
                    
           
                    
           
    
                  
             

                  
               
   
                  
              
        
18
    
    
     
    
   
               
              

   
                 
             
   
                
                
                 
                   
      
  
                  
                 
        
                
               
                 
                
                  
           
19
    
    
     
   
        
  

       
        
       
     
       
     
        
   
            
  

     
     
       
   
      
     
   
         
  

 
    
   
    
     
     
    
     
      
               
  
20
    
    
     
      
           
  

    
     
     
     
    
       

     
        
      
        
               
  
           
 
  
 
 
 
 
 
 
 
   
                


     
               
         
     
21
    
    
     
               
                
              
 
  
   
 
 
 
 
 
 
 
              
  

     
     
     
     
       
       
    
             
       
          
  

      
     
       
                
     
22
    
    
     
      
               
                 
                

               

 
 
 
 
 
 
   
  
                
                
                 
 
               
                
 
23
EXHIBIT E
FRANCHISE AGREEMENT, GUARANTY, GENERAL RELEASE AND

STATE SPECIFIC ADDENDA TO FRANCHISE AGREEMENT
FDD
FRANCHISE AGREEMENT

111 Weir Drive
Woodbury, Minnesota 55125
(651) 438-5000
FA 03/2021
ANYTIME FITNESS FRANCHISE AGREEMENT
INDEX
SECTION DESCRIPTION PAGE
1. GRANT OF FRANCHISE; FRANCHISED LOCATION .............................................................. 1

2. TERM; RENEWAL RIGHTS ......................................................................................................... 2
3. MARKS AND COPYRIGHTS........................................................................................................ 3
4. INITIAL FRANCHISE FEE............................................................................................................ 5
5. MONTHLY FEE ............................................................................................................................. 5
6. ADVERTISING AND PROMOTION ............................................................................................ 6
7. ANYTIME FITNESS CENTER PREMISES .................................................................................. 9
8. PRE-OPENING AND ONGOING COMPANY OBLIGATIONS/TRAINING ........................... 10
9. APPEARANCE AND OPERATION OF YOUR ANYTIME FITNESS CENTER ..................... 12
10. CONFIDENTIAL INFORMATION/IMPROVEMENTS ............................................................. 22
11. INSURANCE: INDEMNIFICATION........................................................................................... 23
12. FINANCIAL STATEMENTS AND AUDIT RIGHTS................................................................. 24
13. ASSIGNMENT OF FRANCHISE AGREEMENT ....................................................................... 24
14. OUR TERMINATION RIGHTS ................................................................................................... 26
15. YOUR TERMINATION RIGHTS: NOTICE REQUIRED .......................................................... 29
16. YOUR OBLIGATIONS UPON TERMINATION OR EXPIRATION ........................................ 29
17. YOUR COVENANTS NOT TO COMPETE ................................................................................ 31
18. ENFORCEMENT .......................................................................................................................... 32
19. RIGHT OF FIRST REFUSAL....................................................................................................... 36
20. MISCELLANEOUS ...................................................................................................................... 36
21. NOTICES....................................................................................................................................... 38
22. AMENDMENT OF OTHER AGREEMENTS ............................................................................. 39
23. ACKNOWLEDGEMENTS ........................................................................................................... 39
RIDER
PERSONAL GUARANTY
STATE-SPECIFIC ADDENDA
FA 03/2021 i
ANYTIME FITNESS
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT (“Agreement”) is made as of the Effective Date set forth in the
Rider attached to this Agreement (the “Rider”) between ANYTIME FITNESS, LLC, a Minnesota limited
liability company (“we” or “us”) and the person or persons named in the Rider as “Franchisee” (“you”).
RECITALS:
A. We have invested substantial time, effort and money to develop a system of operating
fitness centers offering convenient access and one on one, small and large group training, and have a
trademark federally registered for the names “Anytime Fitness®” and “Anytime Fitness Express®,” as well
as other intellectual property rights. We grant franchises to qualified candidates for the operation of a
fitness center. We license our trademark rights in “Anytime Fitness” and may in the future adopt, use and
license additional or substitute trademarks, service marks, logos and commercial symbols in connection
with the operation of Anytime Fitness centers (collectively the “Marks”). Anytime Fitness centers use our
methods, procedures, standards, specifications and the Marks (all of which are collectively referred to as
the “System”) which we may improve, further develop or otherwise modify from time to time.
B. You acknowledge that you have had an adequate opportunity to be thoroughly advised of
the provisions of this Agreement and our Franchise Disclosure Document and have had sufficient time and
opportunity to evaluate and investigate the System and the procedures and financial requirements associated
with the System, as well as the competitive market in which it operates.
C. You desire to operate an Anytime Fitness center franchise which will conform to our
uniform requirements and quality standards as established from time to time by us.
AGREEMENTS:
1. GRANT OF FRANCHISE; FRANCHISED LOCATION
A. Grant of Franchise. Subject to the provisions stated below, we license to you a personal
franchise to operate an Anytime Fitness center (your “Anytime Fitness Center”) in conformity with our
System at the location described on the Rider (the “Franchised Location”). You accept the license and
undertake the obligation to operate your Anytime Fitness Center using the System and in compliance with
our standards. Your Anytime Fitness Center may only be operated at the Franchised Location. If you
would like to open a second or subsequent location, you must sign a new franchise agreement on our then-
current form for each location, and pay the applicable franchise fees for each location.
B. Limitations. The rights and privileges granted to you under this Agreement are personal
in nature and may not be used at any location other than the Franchised Location. You do not have the
right to delegate, subfranchise, or sublicense any of your rights under this Agreement. Without our written
consent, you may not use the Franchised Location for any purpose other than the operation of an Anytime
Fitness center.
C. Protected Territory. Included in the Rider is a map or description of an area surrounding

the Franchised Location (the “Protected Territory”). Except as specified in this Section or in Section 2.B,
during the term of this Agreement, we will not operate or license to anyone else the right to operate an
Anytime Fitness center physically located in the Protected Territory. You acknowledge and agree that (i)
we and our affiliates have the right to grant other franchises or licenses and to operate company or affiliate
owned Anytime Fitness centers at locations outside the Protected Territory even if they compete with your
FA 03/2021
Anytime Fitness Center for members who may live and/or work in or near the Protected Territory, (ii) we
and our affiliates have the right to grant other franchises or licenses and to operate company or affiliate-
owned fitness centers within private establishments located within the Protected Territory, provided that
access to those centers is limited to employees of the business, or transient guests of the business who, in
either case, would not have any reciprocity with any other Anytime Fitness center as a result of their use or
membership in this private center, (iii) we and our affiliates have the right to operate, and to grant franchises
or licenses to others to operate, fitness centers and any other business from locations within and outside the
Protected Territory under trademarks other than the Marks, including, without limitation, health club
membership promotion services, or health club billing services, without compensation to you, provided;
however, that with respect to this clause (iii), we and our affiliates will not operate fitness centers within
the Protected Territory, or grant franchises or licenses to others to operate fitness centers within the
Protected Territory, unless we do so after we or our affiliates acquire, or merge with, another business that
operates or grants franchises to operate fitness centers, or after we are acquired by such a business, in which
case we may do so, provided we do not operate those fitness centers in the Protected Territory using the
Marks, or license anyone to use the Marks to operate such fitness centers in the Protected Territory. In
addition, the boundaries of your Protected Territory may overlap with a territory we grant to another
franchisee or to an Anytime Fitness center we or our affiliates operate, so long as no other Anytime Fitness
center is located within your Protected Territory.
D. Additional Reservation of Rights. We and our affiliates reserve any and all rights not
expressly granted to you under this Agreement, including, without limitation, the right to sell anywhere
(including within the Protected Territory) products and services (including to your members) under the
“Anytime Fitness” name, or under any other name, through any channel of distribution, including via the
Internet.
2. TERM; RENEWAL RIGHTS
A. Initial Term. The term of this Agreement is for six (6) years commencing on the Effective
Date of this Agreement, unless terminated earlier as provided in this Agreement. However, by the end of
the fifth year following the opening of your Anytime Fitness Center, you must complete, or provide for in
a manner satisfactory to us, such renovation and reequipping of your Anytime Fitness Center as we deem
appropriate to reflect the then current standards and image of the System, including, without limitation,
renovation or replacement of signs, equipment, furnishings, fixtures and décor.
B. Renewal. You have the right to renew your Anytime Fitness Center franchise for the
Franchised Location for an additional five (5) year term, provided you meet all of the following conditions:
1. you have given us written notice at least two hundred ten (210) days prior to the
end of the then current term of this Agreement of your desire to renew;
2. you and all entities you are a member, partner or shareholder of, are in compliance
with all agreements between you and us and between you and our affiliates, and there has been no series of
defaults by you thereunder (i.e., an abnormal frequency of defaults or a default that has occurred repeatedly,
or a combination thereof), whether or not such defaults were cured;
3. you make, or provide for in a manner satisfactory to us, such renovation and re-
equipping of your Anytime Fitness Center as we deem appropriate to reflect the then-current standards and
image of the System, including, without limitation, renovation or replacement of signs, equipment,
furnishings, fixtures and decor;
FA 03/2021 2
4. you pay us a renewal fee at least fifteen (15) days prior to the expiration of the
initial term of this Agreement in an amount equal to Four Thousand Five Hundred Dollars ($4,500) (which
we will reduce to Four Thousand Dollars ($4,000) if we receive all your signed renewal documents, and
this fee, at least thirty (30) days before your franchise expires) (the “Renewal Fee”);
5. you sign the standard Franchise Agreement then being used by us within thirty
(30) days of receipt, provided that you pay the Renewal Fee in lieu of the Initial Franchise Fee set forth in
the then-current Franchise Agreement. The terms of such Franchise Agreement may differ from this
Agreement, including higher fees and a modification to the Protected Territory based upon our then-current
methods of determining Protected Territory areas (and which may include a reduction in the Protected
Territory);
6. you present satisfactory evidence that you have the right to remain in possession
of the Franchised Location for the duration of the renewal term, unless we determine that the location of
your business is no longer viable for the operation of your Anytime Fitness Center, in which case we may
condition your right to renew on your obtaining a new site for your Anytime Fitness Center that we approve;
7. your management staff successfully completes any refresher training prescribed by

us at least thirty (30) days prior to the expiration of the term of this Agreement; and
8. at the time you sign the Franchise Agreement to renew your franchise, you sign
and deliver to us a general release, in the form we prescribe, releasing, to the fullest extent permitted under
the laws of the state where your Anytime Fitness Center is located, all claims that you may have against us
and our affiliates and our respective current and former officers, directors, shareholders, employees,
insurers, consultants, contractors and agents, in both their corporate and individual capacities.
If you fail to timely comply with any provision of this Section 2.B, time being of the essence, we
will at all times thereafter be permitted to operate or license to someone else the right to operate an Anytime
Fitness center from any location in the Protected Territory, and you specifically grant to us and to the owner
of that center the right to contact the members of your Anytime Fitness Center, notify them that you have
chosen not to renew your relationship with us, and solicit those members to join a new Anytime Fitness
center in the Protected Territory.
To make it easier for you to renovate and re-equip your Anytime Fitness Center when you want to
renew the Franchise, we recommend that you set aside Five Hundred Dollars ($500) per month in an
account to be used as seed money to bring your Anytime Fitness Center up to current standards upon
expiration of this Agreement. We reserve the right to require you to pay these amounts to us to hold for
you, but if we impose this obligation, we will release the funds to you as needed for you to complete your
obligation to renovate and re-equip your Anytime Fitness Center. While we do not expect these funds will
cover the entire cost of both the remodeling and new equipment you will need, if we do collect these
amounts and they exceed the amount you need, we will refund the excess amounts to you upon completion
of the renovation and re-equipping and renewal of the Franchise.
3. MARKS AND COPYRIGHTS
A. Identity of Your Anytime Fitness Center. Your Anytime Fitness Center will be identified
by the trademark “Anytime Fitness®,” unless we specifically agree that your center will operate as a center
in a more rural area, under the name “Anytime Fitness Express®.”
B. Ownership of Mark. You agree that we own the Marks and the System. You also agree
that any and all improvements and derivations by you relating to the Marks and System are our sole property
FA 03/2021 3
and you hereby assign to us the same, together with the goodwill associated with the same. We will have
the exclusive right to register and protect all such improvements and derivations of the Marks and the
System.
C. Use. Your right to use and identify with the Marks and System applies only to the
Franchised Location, and exists concurrently with the term of this Agreement and only so long as you are
in complete compliance with our quality standards. You will have the right to use the Marks and System
only in the manner prescribed, directed and approved by us in writing. You will not have or acquire any
rights in any of the Marks or System other than the right of use as governed by this Agreement. You may
not authorize others to use or reproduce our Marks without our prior written consent. Your use of the Marks
and any resulting goodwill will be to our exclusive benefit. If, in our judgment, your conduct infringes
upon or demeans the goodwill, standards of uniformity or quality, or business standing associated with the
Marks or the System, you will immediately, upon written notice from us, modify your use of the Marks and
the System in the manner prescribed by us in writing. You will not during or after the term of this
Agreement do anything directly or indirectly which would disparage, infringe upon, harm, or contest our
rights in, the Marks or System.
D. Promotion. You will operate your Anytime Fitness Center so that it is clearly identified
and advertised as an Anytime Fitness center. The style, form and use of the words “Anytime Fitness” in
any advertising, written materials, products or supplies, including but not limited to any Technology
Platform (defined below), must, however, have our prior written approval and comply with our
specifications as we may prescribe in writing and as set forth in the Manual, or otherwise. You will use the
trademark “Anytime Fitness®” and the other Marks which now or hereafter may form a part of the System,
on all signs, paper supplies, business cards, uniforms, advertising materials, Technology Platforms, signs
and other articles in the identical combination and manner as we may prescribe in writing and you will
supply to us samples or photographs of the same upon our request. You will comply with all trademark,
trade name, service mark and copyright notice marking requirements and you will supply to us samples or
photographs of the same upon our request. You will not use the words “Anytime Fitness” in your corporate,
partnership, limited liability company or other entity name.
E. Substitutions of, or Adverse Claims to, Marks. We have the right to protect and maintain
all rights to the Marks against encroachment, misuse or unauthorized use and against all challenges to any
rights of its use, as we deem appropriate. If it becomes advisable at any time, in our sole discretion, to
modify or discontinue use of any Mark, or to discontinue using any Mark, or if there is an adjudication by
a court of competent jurisdiction that any party’s rights to any of the Marks are superior to ours, then upon
written notice from us, you will, at your sole expense, immediately adopt and use the changes and
amendments to the Marks that are specified by us in writing, and if the Mark that is changed is the name
“Anytime Fitness,” then all references in this Agreement to the name “Anytime Fitness” will be deemed
references to such substitute Mark. If we modify or discontinue use of any Mark, you will immediately
cease using the Marks specified by us, and will, as soon as reasonably possible, commence using the new
trademarks, trade names, service marks, logos, designs and commercial symbols designated by us in
connection with all advertising, marketing and promotion of your Anytime Fitness Center. We will have
no liability or obligation whatsoever with respect to your modification or discontinuance of any Mark. You
will not make any changes or amendments in or to the use of the Marks or System unless directed by us in
writing.
F. Litigation. You will have no obligation to and will not, without our prior written consent,
defend or enforce any of the Marks in any court or other proceedings for or against imitation, infringement,
any claim of prior use, or for any other allegation. You will, however, immediately notify us of any claims
or complaints made against you with respect to the Marks and will, at your reasonable expense, cooperate
in all respects with us in any court or other proceedings involving the Marks. We will pay the cost and
FA 03/2021 4
expense of all litigation incurred by us, including attorneys’ fees, specifically relating to the Marks. We
will have the right to control and conduct any litigation relating to the Marks and be entitled to all recovery
related to claims with respect to the Marks. While we are not required to defend you against a claim based
on your use of the Marks, we will reimburse you for your liability arising from your authorized use of the
Marks. You will also be required to reimburse us for liability arising out of your unauthorized use of any
of the Marks.
G. Copyrighted Materials. You acknowledge and agree that we may authorize you to use
certain copyrighted or copyrightable works (the “Copyrighted Materials”), including the Manual (as defined
below). The Copyrighted Materials are our valuable property. Your rights to use the Copyrighted Materials
are granted to you solely on the condition that you comply with the terms of this Agreement. Your use of
the Copyrighted Materials does not vest you with any interest other than the temporary, non-exclusive
license to use the Copyrighted Materials granted in this Agreement. All rights that inure as a result of the
use of the Copyrighted Materials belong solely to us.
H. Protection. You will sign any documents that we or our counsel deem necessary for the
protection of the Copyrighted Materials or the Marks or to maintain their validity or enforceability, or to
aid us, at our expense, in acquiring rights in or in registering any of the Marks or any trademarks, trade
names, service marks, slogans, logos or emblems that we subsequently adopt.
4. INITIAL FRANCHISE FEE
A. Initial Franchise Fee. Upon execution of this Agreement, you will pay us a nonrefundable
initial franchise fee (the “Initial Franchise Fee”) as set forth in the Rider.
B. No Refunds. The Initial Franchise Fee has been fully earned upon our signing of this
Agreement and is nonrefundable in consideration of the expenses incurred by us in granting this franchise
and for the lost or deferred opportunity to franchise others.
5. MONTHLY FEE
A. Monthly Fee. You will pay to us a non-refundable monthly royalty payment (the “Monthly
Fee”). The Monthly Fee for your center under this Franchise Agreement will initially be equal to: (i) Six
Hundred Ninety-nine Dollars ($699) per month if you, directly or through your affiliates, own and operate
one (1) to nine (9) Anytime Fitness Centers, not including any Anytime Fitness Centers operated as an
Anytime Fitness Express center; (ii) Six Hundred Forty-nine Dollars ($649) if you, directly or through your
affiliates, own and operate ten (10) or more Anytime Fitness Centers, not including any Anytime Fitness
Centers operated as an Anytime Fitness Express center; or (iii) if we specifically agree that your center will
be operated under the name Anytime Fitness Express, then the Monthly Fee will initially be Four Hundred
Forty-nine Dollars ($449) per month. On January 1 of each year, we may increase the Monthly Fee to reflect
inflation according to the changes in the Consumer Price Index -- All Items 1982-84 =100 (the “Index”)
published by the Bureau of Labor Statistics, U.S. Department of Labor, or its successors, or, in the event
the Index is no longer published, by any other comparable instrumentality we select tracking inflation in
the United States. The increase will be based on the increase in the Index for the most recent twelve (12)
months ended November 30 of each year, and such increase will take effect on January 1.
1. Your obligation to pay us the Monthly Fee under the terms of this Agreement will
remain in full force and effect throughout the term of this Agreement.
2. Your obligation to begin paying the Monthly Fee will begin on the date you open
your Anytime Fitness Center, unless you have not done so within fifteen (15) months from the Effective
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Date, in which case, your obligation to begin paying the Monthly Fee will begin fifteen (15) months from
the Effective Date, provided, however, that if you have not yet been given a Protected Territory, or you
voluntarily relinquish your Protected Territory, then for a fee of Five Hundred Dollars ($500), we will grant
you one three (3) month extension to open your Anytime Fitness Center, and we will waive the Monthly
Fee until you begin operating your Anytime Fitness Center. If you have engaged one of our affiliates to
provide you with site selection services and you are actively working with such affiliate to obtain a site, we
will waive the Monthly Royalty Fee until you begin operating your Anytime Fitness Center. If your
obligation to begin paying the Monthly Fee commences after the first day of the month, the Monthly Fee
will not be due until the month that begins immediately after the month that your obligation to pay the
Monthly Fee begins. For example, if you sign this Agreement April 15, and your Anytime Fitness Center
opens June 15, the first time that you must pay the Monthly Fee is July 1. Your obligation to pay the
Monthly Fee continues through the term of this Agreement. You will also pay the full amount of the
Monthly Fee for the last month of the term of this Agreement, regardless the actual date of expiration or
termination date of this Agreement.
B. Method of Payment.
1. Notwithstanding any designation by you, we have the sole discretion to apply any
payments made by you to any of your indebtedness for Monthly Fees, General Advertising and Marketing
Fees, purchases from us or our affiliates, vendors, interest, collection costs or any other indebtedness. You
agree that you will not withhold payment of any Monthly Fees, General Advertising and Marketing Fees
or any other amount due us, and that the alleged non-performance or breach of any of our obligations under
this Agreement or any related agreement does not establish a right at law or in equity to withhold payments
due us for Monthly Fees, General Advertising and Marketing Fees or any other amounts due.
2. You hereby authorize your billing and payment processor to deduct from any
monies it collects on your behalf the amount of all fees and payments you are obligated to pay us and to
our affiliates and to pay those fees to us or to our affiliates on the due date of such fee. We also have the
right to require you to sign and deliver to us, our bank(s) and your bank, as necessary, all forms and
documents that we may request to permit us to debit your account, either by check, via electronic funds
transfer or other means or such alternative methods as we may designate (“Payment Methods”) for all fees
and payments due to us. We may use the Payment Methods to collect Monthly Fees, advertising fees and
any other amounts due to us or our affiliates on the date such amounts become due. You will notify us at
least twenty (20) days before closing or changing the account against which such debits are to be made. If
such account is closed or ceases to be used, you will immediately provide all documents and information
necessary to permit us to debit the amounts due from an alternative account. You acknowledge that these
requirements are only a method to facilitate prompt and timely payment of amounts due and will not affect
any obligation or liability for amounts owed.
C. Security Interest. You grant us a first priority security interest in your receivables and
equipment, whether now existing or hereinafter created, together with all proceeds of such assets. You
authorize us to file one or more financing statements to evidence this security interest. However, we will
subordinate our first priority interest to a lending institution that provides you financing for your Anytime
Fitness Center.
6. ADVERTISING AND PROMOTION
A. Grand Opening Program. You agree to conduct a grand opening advertising and
promotional program (“Grand Opening Program”) for your Anytime Fitness Center beginning sixty (60)
days prior to your scheduled opening and ending sixty (60) days following the opening of your Anytime
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Fitness Center. The Grand Opening Program must target prospective members throughout the Protected
Territory and meet the standards we establish from time to time.
If you are a franchisee who is new to the Anytime Fitness system and are opening a new Anytime Fitness
Center, you must spend a minimum amount on the Grand Opening Program as set forth on the Rider.
However, if your Anytime Fitness Center is designated to be operated as an Anytime Fitness Express center,
then you are not required to spend any minimum amount on your Grand Opening Program. The amounts
you spend on the Grand Opening Program are in addition to the General Advertising and Marketing Fees
(defined below) that you must pay to us. Upon request by us, you must provide us with a report itemizing
the amounts you spent on the Grand Opening Program. If you fail to spend the minimum required amount
on the Grand Opening Program, we may require you to pay the difference between what you should have
spent for the Grand Opening Program and what you actually spent into the General Advertising and
Marketing Fund.
B. Advertising Fee. We have established a general advertising and marketing fund (the
“General Advertising and Marketing Fund”), and we require you to contribute each month to the General
Advertising and Marketing Fund (the “General Advertising and Marketing Fees”).
1. The General Advertising and Marketing Fees are due on or before the first day of
each month. The first payment is not due until the month that begins immediately after the month that your
Anytime Fitness Center opens. Your obligation to pay the General Advertising and Marketing Fees
continues through the term of this Agreement. You will also pay the full amount of the General Advertising
and Marketing Fees for the last month of the term of this Agreement, regardless the actual termination date
of this Agreement.
2. The General Advertising and Marketing Fees may be based on a flat fee, or the
number of members of your Anytime Fitness Center, or the square feet of your Anytime Fitness Center, or
any other formula we deem appropriate. The General Advertising and Marketing Fee for your Anytime
Fitness Center will be equal to Six Hundred Dollars ($600) per month, or Three Hundred Dollars ($300)
per month if your Anytime Fitness Center is designated as an Anytime Fitness Express center. We reserve
the right to increase the General Advertising and Marketing Fees upon sixty (60) days’ written notice,
provided, however, that the General Advertising and Marketing Fee will not exceed the greater of Six
Hundred Dollars ($600) per month (or Three Hundred Dollars ($300) per month for Anytime Fitness
Express Centers) or 2% of Gross Revenue (which may be calculated on a weekly basis).
3. We may use General Advertising and Marketing Fund Fees for any purpose that
promotes the system, the Marks or the Anytime Fitness name as we deem appropriate in our sole discretion,
which may include the creation, production and placement of consumer advertising; agency costs and
commissions; costs of preparing, producing and conducting local, regional or national media of our choice,
including: television, radio, Internet, magazine, direct mail and newspaper, billboard, social media and
digital advertising, and direct mail campaigns, and other public relations activities; developing and/or
hosting, maintaining and optimizing our website, other websites, and other applications or similar activities;
implementing keyword or adword purchasing programs; administering regional or multi-regional
advertising programs and other media advertising; in-house staff assistance and related administrative costs;
local and regional promotions; public relations campaigns including the cost of retaining public relations
firms and other advertising, promotion or marketing agencies; developing marketing and advertising
training programs and conducting market research (including sampling) and secret shopper programs; and
other advertising, promotion and marketing activities, including participating at trade shows. For the
avoidance of any doubt, we may also reimburse ourselves, our authorized representatives or our affiliates
from the General Advertising and Marketing Fund for any expenses incurred by us or any of them related
to the promotion of the Anytime Fitness brand, the Marks or the system, including administrative costs,
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independent audits, reasonable accounting, bookkeeping, reporting and legal expenses, taxes and all other
reasonable direct or indirect expenses that may be incurred by us, them or our authorized representatives
and associated with the programs funded by the General Advertising and Marketing Fund. Advertising
may be placed in local, regional or national media of our choice. We do not guarantee that advertising
expenditures from the General Advertising and Marketing Fund will benefit you or any other franchisee
directly, on a pro rata basis, or at all. Methods, media employed, the contents of advertising and marketing,
and terms and conditions of advertising, marketing and promotional programs, will be in our sole discretion.
All interest, if any, earned by the General Advertising and Market Fund will be used for the payment of the
foregoing expenses before application of any principal.
C. Local Advertising & Minimum Spend Requirement.
1. In addition to the General Advertising and Marketing Fees, you agree to conduct
your own local marketing of your Anytime Fitness Center, either alone or in combination with other
Anytime Fitness center owners in your market. You must spend a minimum of Six Hundred Dollars ($600)
to One Thousand Dollars ($1,000) on local advertising, depending upon the size of your market as
determined by us in our discretion, in accordance with the following chart and as specified in the Rider:
Population within a 3-mile radius of Minimum Local Advertising Spend

your Franchised Location Requirement
Less than 25,000 people $600 per month
Between 25,000 and 49,999 people $800 per month
More than 50,000 people $1,000 per month
There is no minimum local advertising spend requirement if your Anytime Fitness Center
operates as an Anytime Fitness Express center, however, you must still comply with and will be subject to
our other then-current advertising standards and specifications as described in this Agreement.
2. You must use our preferred vendors for your Grand Opening Program for your
Anytime Fitness Center, and we may require you to submit your grand opening plans and local marketing
plans for our prior approval, submit receipts to verify you have met minimum spend requirements, and
show proof of performance of your advertising activity. If you fail to spend the minimum required amount
on local advertising in any calendar year, we may require you to pay the difference between what you
should have spent on local advertising and what you actually spent into the General Advertising and
Marketing Fund. We reserve the right to audit your records upon request to determine compliance with this
requirement. You acknowledge that it is your responsibility to market your Anytime Fitness Center. You
must comply with our then-current advertising standards and specifications, as set forth in the Manual or
otherwise in writing. You must submit to us for our prior approval any advertising you propose to use for
the promotion of your Anytime Fitness Center. We may revoke your right to use any previously approved
advertising materials at any time upon notice to you, and you must immediately cease using such advertising
materials. You also must purchase a representative sample of all marketing materials we prepare for brand
level promotions. We may prescribe minimum amounts of these materials that you must purchase.
D. Advertising Cooperative. At such time as we in our sole discretion may determine, you
shall join an advertising cooperative made up of other Anytime Fitness franchisees (the “Local
Cooperative”), as we determine. In such event, you must participate in the Local Cooperative on the terms
and conditions we require. We can create, modify or dissolve any Local Cooperative at any time we
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determine. The amount of the contribution you must contribute to the Local Cooperative will be determined
at the time we establish the Local Cooperative but will not be more than two percent (2%) of your monthly
Gross Revenue.
E. Gross Revenues. “Gross Revenues” shall mean the total amount of revenues generated
from all business activities taking place by, through or at the Anytime Fitness Center, in the form of cash
or credit, plus the fair market value of products delivered and services rendered to you, or to your designee,
in consideration for products and services provided in, from, or in conjunction with your Anytime Fitness
Center. There will be excluded from “Gross Revenues” bona fide refunds, credits given or allowed to
customers for the return of merchandise and amounts collected from customers and remitted by you to any
governmental taxing authority in satisfaction of sales taxes, however, chargebacks are not deducted from
the calculation of Gross Revenues.
7. ANYTIME FITNESS CENTER PREMISES
A. Site Acquisition. Prior to the acquisition by lease or purchase of the site for your Anytime
Fitness Center, you will submit to us such information and materials as we may require, which may include,
but not be limited to, your proposed lease. We will have ten (10) business days after receipt of the
information and materials we requested to approve or disapprove your proposed site. No site will be
deemed approved unless it has been expressly approved in writing by us by notice of site approval sent to
you. Our examination and approval of the location of your Anytime Fitness Center site does not constitute
a representation, guaranty or warranty, express or implied, of the successful operation or profitability of the
Anytime Fitness Center operated at that location. In addition, we may require you to furnish us with a copy
of the signed lease within five (5) days after its execution.
B. Opening. You may not initially open your Anytime Fitness Center for business until: (1)
we notify you in writing that all of your pre-opening obligations have been fulfilled and we have approved
your opening date; (2) the Initial Training Program is completed to our satisfaction; (3) all amounts due to
us and our affiliates have been paid; (4) we have been furnished with copies of all insurance policies and
certificates required by this Agreement, or other documentation of insurance coverage and payment of
premiums that we request; (5) you notify us that all approvals and conditions in this Agreement have been
met; (6) you have received all required permits and licenses; and (7) you have ordered, received and
installed all equipment, supplies, inventory and computer systems that we require.
Unless otherwise agreed in writing by us, you must open your Anytime Fitness Center on or before
the Required Opening Date, but in no event more than twelve (12) months from the Effective Date;
provided, however, we will give you a one-time opportunity to extend this date by three (3) months subject
to you paying us an extension fee of Five Hundred Dollars ($500), and signing an extension agreement in
the form we provide. If you have engaged one of our affiliates to provide you with site selection services
and you are actively working with such affiliate to obtain a site, we will waive the extension fee.
Notwithstanding the foregoing, if you are entering into this Agreement pursuant to the terms of an Area
Development Agreement executed between you (or your affiliate) and us, you will open your Anytime
Fitness Center on or before the date set forth in the “Development Schedule” (as defined in the Area
Development Agreement), unless we otherwise agree to an extension. In each case, you must thereafter
diligently operate your Anytime Fitness Center in accordance with this Agreement for the entire remaining
term of this Agreement. Your failure to open your Anytime Fitness Center on or before the Required
Opening Date will constitute a default of this Agreement and allow us to terminate this Agreement.
C. Relocation. You may not move or relocate your Anytime Fitness Center without our prior
written consent, which consent shall not be unreasonably withheld.
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1. The request for relocation must be made in writing, stating the new location,
received by us at least sixty (60) days prior to the date of intended relocation, and be accompanied by a
relocation fee of One Thousand Five Hundred Dollars ($1,500). The new location must be within the
Protected Territory (as defined below), and it may not be located within any territory we grant to any other
franchisee. We will refund the relocation fee to you if we do not approve your new location.
2. Upon receipt of our approval, you must upgrade the new space to comply with all
of our current specifications, and construct the new premises in the manner required under Section 9.A.
You also consent to our amendment of the Rider to indicate the new location and any update to your
Protected Territory.
8. PRE-OPENING AND ONGOING COMPANY OBLIGATIONS/TRAINING
Our pre-opening obligations to you include those set forth in Sections 6.A, 7.A, 8, and 9.
A. Location. We will provide you with consulting services to assist you in determining the
evaluation criteria for selecting the site location for your Anytime Fitness Center as described above.
B. Initial Training. We will, at our expense, provide an initial training program to educate
and acquaint your management team with the business of operating an Anytime Fitness center. The training
program will include instruction on basic operating skills and other topics we select. If you have more than
one Franchise Agreement with us, we may, at our option, provide this training program one (1) time for
multiple agreements. The person you designate as your principal operator (whether you, if you are an
individual, or one of your owners if you are an entity) (the “Principal Operator”) must attend one of the
next two (2) initial training programs we offer following our acceptance of this Agreement, and before you
open your Anytime Fitness center, and successfully complete the training program. In addition, someone
owning more than a ten percent (10%) interest in your Anytime Fitness Center and signing or guaranteeing
this Agreement, if other than the Principal Operator (a “Principal Owner”) must also attend one of these
next two (2) initial training programs, and successfully complete the training program. If anyone other than
a Principal Owner attends the training program, we will require they sign a confidentiality agreement that
meets our requirement before they may attend and you must provide us a copy of that agreement. The
duration of the initial training program will be at our discretion, but generally consists of a self-paced online
learning course and assessment tool which must be completed in a manner satisfactory to us, then
approximately three (3) days of classroom training conducted in a virtual format or at our corporate offices,
at our discretion, followed by a two (2) to five (5) day in-person job shadowing training experience held at
a location that we designate. You will be responsible for travel costs, room and board, salaries, fringe
benefits, and other expenses incurred by you and your employees in attending the training program.
C. Additional Required Training. Each calendar year, a Principal Owner of your business
must attend at least one approved training program we offer virtually, at our corporate office or in any
region. You must pay any fees applicable to the training program you select. In addition, you must pay all
travel and living expenses you and your employees incur, and we reserve the right to charge a cancellation
fee if you register and either fail to attend or leave the training prior to completion.
D. Conference. A Principal Owner is required to register for, and attend our conference if and
when we hold it. If a Principal Owner cannot attend the conference, we will consider allowing you to
transfer the registration to your Principal Operator, but to no other person. Additional representatives of
yours may also attend the conference, as long as you register them and pay the registration fee for their
attendance. You must also pay for all travel and living expenses incurred by you and your representatives
in attending the conference. If you fail to register for our conference, we will bill you for the “early bird”
(or similar) conference fee after the conference.
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E. Additional Training. We will make available additional training which we deem advisable
to familiarize you and your management team on changes and updates in the System.
F. Continuing Engagement Credits. Each calendar year that your Anytime Fitness Center is
open, you must obtain at least one thousand two hundred (1,200) continuing engagement credits within the
Anytime Fitness system. These are credits we will establish from time to time for attending various training
programs, and for other participations in the Anytime Fitness system. If you fail to meet this requirement
in any year, you must pay a fee of One Dollar ($1.00) for each credit for which you are deficient, which we
will deposit in the General Advertising and Marketing Fund. (The minimum required credits do not
increase for each franchise you own, but if you do not meet the minimum credit requirement, the fee is
payable with respect to each franchise agreement containing this provision.) The fee is due the first quarter
of the following year. The number of required credits will be prorated for any partial year your Anytime
Fitness Center is open.
G. Manual. We will loan you one copy of the manual in which we describe the System
operational policies, standards, requirements and practices (the “Manual”). The Manual may be loaned to
you by providing you access to an electronic version of the Manual. The Manual contains mandatory and
suggested specifications, standards and operating procedures that we have developed for Anytime Fitness
centers and information relating to other obligations of you. You will comply with and operate your
Anytime Fitness Center in conformance with all mandatory provisions of the Manual. We have the right
to revise the Manual at any time or add additional manuals. You will incorporate all revisions into the
Manual, and at all times the Manual (including any additional manuals) will remain on the premises of your
Anytime Fitness Center. You will not make copies of any portion of the Manual without our prior written
consent. You acknowledge that the required provisions of the Manual are designed to protect our standards
and systems and our Marks and to create a uniform customer experience, and not to control the day-to-day
operation of your Anytime Fitness Center.
H. Ongoing Assistance. During the operation of your Anytime Fitness Center, we will make
available to you from time to time all changes, improvements and additions to the System and all
supplements and modifications to the Manual.
I. On-Site Relaunch Training. If you are a new franchisee of the Anytime Fitness system and
you purchase an existing Anytime Fitness Center, we will send a representative to your newly purchased
Anytime Fitness Center for up to six (6) days of required, on-site training for you and your staff (the “On-
Site Relaunch Training”). The exact length of On-Site Relaunch Training is at our discretion. You must
pay our then-current fee for this On-Site Relaunch Training, which includes the cost of travel, lodging and
meals, and we will adjust this fee periodically, as described in the Manual. You must provide certain
documents related to the existing Anytime Fitness Center’s performance at least fourteen (14) days in
advance of the On-Site Relaunch Training visit. If you fail to timely provide the requested documents, you
must re-book the On-Site Relaunch Training and pay a One Thousand Five Hundred Dollar ($1,500) re-
booking fee in addition to the fee you paid for the On-Site Relaunch Training.
J. On-Site Training Cancellation Fees. If our representative is scheduled to conduct an on-

site training program at your Anytime Fitness Center and you subsequently cancel the scheduled training
program, then you must pay us our then-current on-site training cancellation fee (the “On-Site Training
Cancellation Fee”). The On-Site Training Cancellation Fee may vary depending upon the type of scheduled
training program and how far in advance you notify us in writing of the cancellation.
K. No-Show Fees. If our representative or designee is scheduled to conduct an on-site visit at

your Anytime Fitness Center, or if you register for a training program and you cancel, failure to attend, fail
to have the appropriate parties attend, or fail to stay for the entire training program, and you did not provide
FA 03/2021 11
us with at least two (2) weeks prior written notice that you or appropriate parties will not be attending, then
you must pay us the greater of our then-current no show fee or the actual costs and expenses of rescheduling
our travel arrangements.
L. Nature of Assistance and Training. You agree that we are not obligated to provide any
training or assistance to your particular level of satisfaction, but as a function of our experience, knowledge
and judgment. You also acknowledge that we are not obligated to provide any services to you that are not
set forth in this Agreement. If you believe we have failed to adequately provide any pre-opening services
to you or to your employees, whether with respect to site selection, selection and purchase of equipment
and supplies, training, or any other matter affecting the establishment of your Anytime Fitness Center, you
must notify us in writing within thirty (30) days following the opening of your Anytime Fitness Center or
you will be deemed to conclusively acknowledge that all pre-opening and opening services required to be
provided by us were sufficient and satisfactory in your judgment, and complied with all representations
made to you.
9. APPEARANCE AND OPERATION OF YOUR ANYTIME FITNESS CENTER
The Marks and System licensed to you represent valuable goodwill distinctive of our business and
reputation. We will promulgate, from time to time, standards of quality and service regarding the business
operations of Anytime Fitness centers so as to protect the distinction and goodwill represented and
symbolized by the Marks and System. You must abide by those standards and the provisions set forth
below unless otherwise authorized by us in writing.
A. Construction. Your Anytime Fitness Center must be developed in accordance with

applicable laws, regulations, codes and other governing requirements, as well as our mandatory
specifications (the “Mandatory Specifications”) that we provide to you, and the center specific
layout/design that we provide to you (“Compliance Drawing”). You will be required to supply us with
accurate site information for your proposed location to allow us to create a Compliance Drawing for you.
This information will include, but not be limited to, as-built drawings, surveys, technical data, construction
documents and site plans. If you are developing a new Anytime Fitness Center, we will provide you with
one Compliance Drawing at no additional cost. If you are signing this Agreement in connection with a
renewal or a transfer and we determine that your Anytime Fitness Center requires renovation or re-
equipment, you must pay us Two Hundred Fifty Dollars ($250) for the Compliance Drawing, and we will
credit Two Hundred Fifty Dollars ($250) of the cost against your Monthly Fee if you complete all
renovation and re-equipment requirements by the required due date. In either case, if you require additional
Compliance Drawings, you must pay us Two Hundred Fifty Dollars ($250) for each additional Compliance
Drawing.
1. Promptly after you have obtained possession of the site for your Anytime Fitness
Center, you will: (i) retain the services of a licensed and qualified architect and/or design professional(s)
to create a complete set of detailed construction documents in strict accordance with the Compliance
Drawing and our Mandatory Specifications (“Construction Documents”), and to complete construction of
your Anytime Fitness Center in accordance with such Construction Documents; (ii) retain the services of a
general contractor; (iii) have prepared and submitted for our approval a site survey and basic architectural
plans and specifications consistent with our Mandatory Specifications; (iv) purchase or lease, and then, in
the construction of your Anytime Fitness Center, use only the building materials, equipment, fixtures,
furniture and signs we have approved; (v) complete the construction and/or remodeling, equipment,
fixtures, furniture and signage lease in decorating your Anytime Fitness Center in full and strict compliance
with the plans and specifications we approve, and with all applicable ordinances, building codes and permit
requirements without any alterations; (vi) obtain all customary contractors’ sworn statements and partial
and final waivers; and (vii) obtain all necessary permits, licenses and architectural seals and comply with
FA 03/2021 12
applicable legal requirements relating to the building, signs, equipment and premises, including, but not
limited to, the Americans With Disabilities Act.
2. If you do not use our designated architectural vendor to create your Construction
Documents and this is your first Anytime Fitness center, you must pay our then-current fee to review and
approve your Construction Documents. Notwithstanding the foregoing, if this is your first Anytime Fitness
Center, we may require you to obtain your Construction Documents from our designated architectural
vendor.
3. We may designate a construction management services vendor to assist you in

submitting, processing, monitoring and obtaining in a timely manner all necessary construction documents,
licenses and permits, and to assist you through construction. If we require you to use a designated vendor
for construction management services, you must pay such vendor the then-current fee for construction
management services.
4. If this Franchise Agreement is signed as part of the transfer of an existing franchise,

or renewal of an existing franchise, then the construction required under this Section 9.A shall be the
renovation of your Anytime Fitness Center in accordance with the provisions of the predecessor franchise
agreement. If, at our sole discretion, we allow you to complete the renovation after signing this Agreement,
the renovation must be completed in accordance with the provisions of this Section 9.A by the date set forth
in the Rider.
5. If your Anytime Fitness Center is not constructed strictly according to the plans
we have approved and our Mandatory Specifications, we may not approve you to open for business. If we
do not approve your opening, you will have thirty (30) days from the date we deny our approval for opening
to correct all the construction problems so that your Anytime Fitness Center is strictly constructed according
to our approved plans. If you fail to correct the problems within this 30-day period, we may immediately
terminate this Agreement. If your Anytime Fitness Center opening is delayed for these or any other reasons,
you will be responsible for any losses or costs relating to such delay. In any event, you may not open your
Anytime Fitness Center until all of these problems have been resolved to our satisfaction and if the time
period to correct the problems extends past the Required Opening Date you will only have to the Required
Opening Date to correct the problems, unless we extend the Required Opening Date.
6. You will make no changes to any building plan, design, layout or decor, or any
equipment or signage in your Anytime Fitness Center without our prior written consent, and such changes
may not be contrary to the Mandatory Specifications.
B. Signs. You will prominently display, at your expense, both on the interior and exterior of
your Anytime Fitness Center premises, signs in such form, color, number, location and size, and containing
such Marks as we designate. We also may require you to use illuminated signs. You will obtain all permits
and licenses required for such signs and will also be responsible for ensuring that all signs comply with all
laws and ordinances. You will not display in or upon your Anytime Fitness Center premises any sign or
advertising of any kind to which we object. We reserve the right to require you to update your signage at
any time at your expense.
C. Services. You will conform to all quality and customer service standards prescribed by us
in writing.
D. Maintenance of Premises. You will paint and keep in an attractive, clean and sanitary
condition the interior and exterior of your Anytime Fitness Center premises. All equipment will be kept in
good working order and will meet our quality standards.
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E. Approved Information System. We may designate the information system used in your
Anytime Fitness Center, including the computer hardware, software, other equipment and enhancements
(the “Information System”). In such event, in connection with the approved Information System, you agree
to the provisions set forth below. If you suspect or know of a security breach, you must immediately give
notice of such security breach and promptly identify and remediate the source of any compromise of
security breach at your expense. You assume all responsibility for providing all notices of breach or
compromise and all duties to monitor credit histories and transactions concerning customers of the Anytime
Fitness Center, unless otherwise directed by us.
1. You must acquire the right to use the Information System, obtain peripheral
equipment and accessories and arrange for installation, required maintenance and support services, and
interfacing of your Information System with our accounting system, all at your cost. Installation must be
performed by a person we have approved and trained.
2. You must purchase and install certain components of your Information System,
including certain computer hardware and software and networking equipment, door readers, key fobs,
security and surveillance system, and CCTVs from us, our affiliate or other mandatory supplier or vendor.
You must also pay us, our affiliate or other mandatory supplier or vendor for the shipping, taxes and
installation of such components, and you will be charged a fee if you fail to meet certain specifications
before the components are installed.
3. You must obtain all billing and payment processing services through our
designated vendor. We or one of our affiliates will provide you, free of charge, one license for its
proprietary access control software (the “Club Operating Software”) for use at your Anytime Fitness Center,
subject to all applicable license terms and conditions. The Club Operating Software, which will be deemed
part of the Information System, is designed to provide your members 24-hour access to your Anytime
Fitness Center, track usage, and give members reciprocity between Anytime Fitness centers. You must, at
your cost, install and properly maintain the Club Operating Software.
4. You must use our designated member management and personal training software
(“Club Management Software”), and you may be required to sign a license agreement in connection with
the same.
5. You must pay us, our affiliate or other mandatory supplier or vendor the then-
current base technology fee (“Base Technology Fee”), which currently includes the support fee for access
to the Information System, use of the Club Management Software, certain security system services, fees in
connection with using and offering body composition scanner, fees for using our designated music vendor,
and Anytime Health (described in Section 9(R) below). You must pay the then-current Base Technology
Fee, which will be based upon the number of Anytime Fitness Centers you own and operate, not including
any Anytime Fitness Express centers, currently as follows:
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Number of Anytime Fitness Centers
Base Technology Fee (per Anytime
You (Directly or Through Your
Fitness Center)
Affiliates) Own and Operate
1 to 3 Anytime Fitness Centers $799 per month
25 or more Anytime Fitness Centers $549 per month
6. If you operate an Anytime Fitness Express center, then you must pay a Base
Technology Fee equal to $720 per month per Anytime Fitness Express center that you operate.
7. We will have the right at all times to access the Information System and to retrieve,
analyze, download and use all software, data and files stored or used on the Information System. We may
access the Information System in your Anytime Fitness Center or from other locations. You will store all
data and information on the Information System.
8. As upgrades to the hardware and/or software are developed, we may require you
to obtain and install any or all of these upgrades. You are responsible for the cost of all upgrades, including
any initial and/or ongoing license, support or service fees.
9. You must have e-mail and high-speed Internet access capabilities at your Anytime
Fitness Center. We or our affiliate will provide you with an email address and inbox as part of the
Information System. You may only obtain email addresses and inboxes for use in connection with your
Anytime Fitness Center from us, our affiliate, or our designee. We may require you to use one or more
designated vendors and/or software programs, which may include the Club Management Software, to
manage automated emails, text messages, and one to one communications to your members and prospective
members.
10. You are solely responsible for protecting yourself from disruptions, Internet access
failures, Internet content failures, and attacks by hackers and other unauthorized intruders and you waive
any and all claims you may have against us or our affiliates as the direct or indirect result of such disruptions,
failures or attacks. If you suspect or know of a security breach, you must immediately give notice of such
security breach and promptly identify and remediate the source of any compromise of security breach at
your expense. You assume all responsibility for providing all notices of breach or compromise and all duties
to monitor credit histories and transactions concerning customers of the Anytime Fitness Center, unless
otherwise directed by us.
F. Billing and Payment Processing Services. We have the right to designate one or more
approved vendors and/or software programs, which may include the Club Management Software, for billing
and payment processing services. We may designate different vendors for payment of different services.
You must use the vendor(s) that we designate (or one of the approved vendors if we designate more than
one) for all your billing and payment processing. You must pay the designated vendor their customary
charges for these billing and payment processing services, as well as their customary charges for all other
ancillary services they provide.
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G. Indemnification. You hereby release and agree to hold us and our affiliates, and our
respective officers and directors, harmless from and against any and all claims, liability, damages, or causes
of action of any nature arising from, or in connection with, the installation, maintenance, or operation of
the Information System and its billing and payment processing, except to the extent arising from such
party’s gross negligence or intentional acts.
H. Technology Platforms. Except as described in the Manual or otherwise in writing, we

reserve the sole right to advertise the System on the Internet and to offer and sell any products or services
via the Internet, including via live-stream, or any mobile or electronic application, whether web-based or
otherwise (or any current or future form of electronic platform or communication). You may not and you
have no right to create a website, social media account (including a group, profile, or page on TikTok®,
Facebook®, Twitter®, YouTube®, Instagram®, Snapchat® or LinkedIn®) or otherwise have an online
presence, post content, advertise on the Internet or offer or sell any products or services on the Internet
using our Marks. However, you must participate in any Internet website, home page, web pages, electronic
mail, social media sites, applications, web-based or otherwise, online platforms, and other current or future
forms of electronic communications that we require (collectively the “Technology Platforms”), as described
in the Manual or otherwise in writing. You must use the Technology Platforms to communicate with us,
including email and messaging. To the extent that you may control or access any Technology Platform,
the Technology Platforms must be operated and maintained by you in compliance with all provisions of
this Agreement, including those regarding the use of confidential and proprietary information, as well as
any and all operating procedures, policies, standards and requirements as we may specify from time to time.
You must maintain any Technology Platform you control or access in compliance with all applicable laws,
rules, and regulations, including but not limited to those applicable to copyright and trademark, privacy,
anti-defamation, and advertising and endorsements. You must submit all content for any Technology
Platform to us for our prior written approval before using such content. You must pay us or our designee
(which may be our affiliate) the then-current fees for the access to, modification of and maintenance of the
Technology Platforms. We may modify, suspend, replace, discontinue or add to any Technology Platforms
at any time and you must comply with such changes at your expense. We retain sole ownership of the
Technology Platforms, including any domains names, content, email addresses and information stored on
the Technology Platforms. Your access to the Technology Platforms will automatically terminate upon
expiration or termination of this Agreement. You hereby release and agree to hold us, our officers and
directors, harmless from and against any and all claims, liability, damages, or causes of action of any nature,
arising from, or in connection with, the creation, operation, or maintenance of the Technology Platform,
unless such liability arises out of our gross negligence or intentional acts.
I. Compliance with Our Standards. You will operate your Anytime Fitness Center through
strict adherence to any mandatory standards, specifications and policies of the System as they exist from
time to time, in order to ensure compliance with the quality standards of the System. You may offer and
sell from your Anytime Fitness Center only those products and services that we approve and only in the
manner in which we approve. You may not offer or sell at your Anytime Fitness Center or otherwise, any
products or services we have not approved nor may you offer or sell any products or services via a method
or medium we have not approved, including via the Internet, live-streaming or via an application, whether
web-based or otherwise. We have the right to change the products and services that we require you to offer
from your Anytime Fitness Center at any time, without limitation. You will at all times be responsible for
the conduct of the day-to-day operation of your Anytime Fitness Center and for the terms of employment
for your employees.
1. You acknowledge that the mandatory standards, specifications and policies we

establish are not aimed at the day-to-day operation of your business, which will solely be within your
control, but are merely intended to preserve the goodwill of the System and Marks.
FA 03/2021 16
2. Notwithstanding any requirements in the standards, specifications and policies of
the System that require your Anytime Fitness Center to be open twenty-four (24) hours per day, if any state
or local laws require you to have a staff member on the premises at all times that persons are using your
Anytime Fitness Center, we may, at our sole discretion, consent to you operating your Anytime Fitness
Center less than 24 hours per day. We also require you to staff your Anytime Fitness center for a minimum
amount of hours per week and may require you to offer personal training services to your members.
3. We reserve the right to have someone conduct an inspection of your Anytime

Fitness Center after you open. We will provide you a copy of the report at your request. If your Anytime
Fitness Center does not receive a passing score from that visit, a new inspection will be conducted. This
process will be repeated until you have received a passing score. At our option, you must pay us for a final
inspection fee we establish for each failed inspection to defer any costs we incur in re-inspecting your
Anytime Fitness Center after the first inspection. This fee will be payable in the manner we specify.
4. If you fail to maintain the premises of your Anytime Fitness Center in a condition
that satisfies our reasonable requirements, or if you otherwise fail to comply with any provision of this
Agreement, we may, upon not less than three (3) days’ notice to you, order or accomplish the cleaning of
the premises, and/or designate one of our representatives to assist you in fulfilling your obligations under
this Agreement, and you will be responsible to pay us for all costs we incur in doing so, and all fees we set
for providing assistance to you. However, our action in exercising this option does not relieve you from
your obligation to properly maintain the premises of your Anytime Fitness Center and to comply with the
terms of this Agreement, each of which shall be your sole responsibility.
J. Compliance with Laws. You will, at your expense, comply with all applicable local, state,
federal and municipal laws, ordinances, rules and regulations pertaining to the operation of your Anytime
Fitness Center, including, without limitation, any and all licensing and bonding requirements, health and
safety regulations, labor and employment laws, and the Americans with Disabilities Act. You will, at your
expense, consult an attorney to obtain advice with regard to compliance with all federal and state licensing
laws and all other laws relating to the operation of your Anytime Fitness Center. Further, you will, at your
expense, be exclusively responsible for determining the licenses and permits required by law for your
Anytime Fitness Center, for filing, obtaining and qualifying for all such licenses and permits, and for
maintaining all necessary licenses and permits throughout the term of this Agreement. You must comply
with all laws and regulations relating to privacy and data protection and must comply with any privacy
policies or data protection and breach response policies we periodically may establish. You must notify us
immediately of any suspected data breach at or in connection with the Anytime Fitness Center. If you
suspect or know of a security breach, you must immediately give notice of such security breach and
promptly identify and remediate the source of any compromise of security breach at your expense. You
assume all responsibility for providing all notices of breach or compromise and all duties to monitor credit
histories and transactions concerning customers of the Anytime Fitness Center, unless otherwise directed
by us.
K. Payment of Liabilities. You will timely pay all of your obligations and liabilities,
including, without limitation, those due and payable to us and our affiliates, and to your suppliers, lessors
and creditors.
L. Taxes. You will promptly pay all federal, state and local taxes arising out of the operation
of your Anytime Fitness Center. We will not be liable for these or any other taxes and you will indemnify
us for any such taxes that may be assessed or levied against us which arise or result from your Anytime
Fitness Center, including any taxes imposed by your state on any royalties or other amounts you are required
to pay to us and our affiliates.
FA 03/2021 17
M. Personnel. You are responsible for recruiting, hiring and training employees and others to
operate your Anytime Fitness Center.
1. The people you retain to work in your Anytime Fitness Center will be your agents
and employees. They are not our agents or employees and we are not a joint employer of those persons. It
will be up to you to determine who to retain, how many people to retain (subject to any minimum staffing
requirements we may prescribe), how you compensate these people, terms of employment and working
conditions for your employees, when and how to discipline the people you hire, and when and how to
terminate the people you hire. However, you must at all times comply with all applicable employment
laws. We will not have any duty or obligation to operate your Anytime Fitness Center, to direct your
employees, to schedule your employees, or to oversee your employment policies or practices.
2. If your state or local law requires you to have personnel certified in cardio
pulmonary resuscitation or other health procedures, you must comply with these laws.
3. You will designate an individual to serve as the Principal Operator of your

Anytime Fitness Center. The Principal Operator will devote his/her best efforts to the supervision and
conduct of the development and operation of your Anytime Fitness Center and, as required in this
Agreement, will agree to personally be bound by confidentiality and non-competition provisions of this
Agreement. The Principal Operator, and anyone owning a controlling interest in your Anytime Fitness
Center if other than the Principal Operator, will complete our initial training requirements and will complete
all additional training as we may reasonably designate. You must participate in any business review calls
we schedule.
4. We will offer training to your employees from time to time, and we may require
you to send your employees to training, and pay our then current fees for providing that training. However,
the fact that we may offer training to your employees does not relieve you from the primary responsibility
to assure your employees are properly trained. You will be solely responsible for all wages, travel, and
living expenses, and all other costs incurred by you and your employees in connection with any training or
instruction that we provide.
N. Photographs. We will have the right to photograph and make video or digital recordings
of your Anytime Fitness Center premises and your employees at all reasonable times. We will have the
right to use all photographs and videos or digital recordings of your Anytime Fitness Center for such
purposes as we deem appropriate, including, but not limited to, use in training, advertising, marketing and
promotional materials, and as evidence in any court or arbitration proceeding, to the extent the consent of
any of your employees or others is required for our use of these photographs and recordings for commercial
purposes, you will use your best efforts to obtain these consents. Neither you nor your employees will be
entitled to any right to be compensated by us, our advertising agencies, or other Anytime Fitness franchisees
for any use of such photographs or recordings.
O. Ownership of Information. All of the information we or our affiliates obtain from you or
about your Anytime Fitness Center, and all information in your records or ours concerning the members of
your Anytime Fitness Center (“the Information”) and all revenues we derive from the Information will be
our property. However, you may at any time during the term of this Agreement use in the operation of your
Anytime Fitness Center (but for no other purpose), to the extent lawful and at your sole risk and
responsibility, any information that you acquire from third parties in operating your Anytime Fitness
Center, such as customer data. The Information (except for information you provide to us or our affiliates
with respect to you and your affiliates, including your respective officers, directors, shareholders, partners
or equity members of your entity) will become our property which we may use for any reason as we deem
necessary or appropriate in our discretion. You hereby authorize your payment processor to release the
FA 03/2021 18
information to us at any time. Following termination or expiration of this Agreement, you will no longer
use any of the Information, except to comply with your post-term obligations under this Agreement, and
you authorize your payment processor to release the Information exclusively to us and/or our designees.
P. Manual. You will operate your Anytime Fitness Center in accordance with all mandatory
provisions of the Manual. You will treat the Manual as confidential, and will use all reasonable efforts to
maintain the Manual as secret and confidential. You will use the Manual only in the operation of your
Anytime Fitness Center. The Manual will remain our sole property. We may from time to time revise the
contents of the Manual. You agree to comply with each new or changed standard. In the event of any
dispute as to the contents of the Manual, the terms of the master copy of the Manual maintained by us will
control. Any required specifications, standards and operating procedures described in the Manual or
otherwise exist to protect our interests in the System and the Marks and to create a uniform customer
experience, and not for the purpose of establishing any control or duty to take control over those matters
that are reserved to you.
Q. Access; Reciprocity. You agree to abide by the Anytime Fitness Reciprocity Policy as
modified from time to time. This policy will likely prohibit you from selling any membership that does not
provide full reciprocity benefits to all your members, and a means of accessing other Anytime Fitness
centers on a 24-hour basis (typically through a key fob). This may require you, among others, to transfer
members from your center to another center based on the current Anytime Fitness Reciprocity Policy. Apart
from allowing membership reciprocity, you will not permit persons who are not members of your Anytime
Fitness Center access to your fitness facilities, except on an introductory basis not to exceed thirty (30)
consecutive calendar days. You also agree not to transfer members of your Anytime Fitness Center to any
other fitness club, without the express written consent of the member (except as may be required by the
Anytime Fitness Reciprocity Policy), and in no event will you transfer, or attempt to transfer, any
membership to any club that is not a part of the Anytime Fitness System, either during or after the
termination or expiration of this Agreement.
R. Anytime Health. You agree to enroll all your members as members of Anytime Health, so
long as we or our affiliates or designees operate that program. You may give these memberships to your
members without charge, or for any fee you determine, subject to any maximum fees we establish. You
will also comply with any other policies or procedures we may establish concerning Anytime Health and
Anytime Health memberships. You may offer Anytime Health corporate memberships to businesses with
250 or fewer employees within your Protected Territory (but on a non-exclusive basis), and retain all
revenues with respect to such sale of such corporate memberships.
S. Training Suite. Unless your Anytime Fitness Center is designated to be operated as an

Anytime Fitness Express center, you are required to use our proprietary training suite (“Training Suite”),
which will assist you to develop and maintain a personal training program for your Anytime Fitness Center.
If your Anytime Fitness Center is designated to be operated as an Anytime Fitness Express center, then we
may require you to use and offer the Training Suite, in our sole discretion upon written notice to you. If you
directly or through an affiliate own and operate additional Anytime Fitness Centers, you also must offer the
Training Suite programming at these additional Anytime Fitness Centers, and sign our then-current
Training Suite addendum, pay the additional Training Suite fees, and successfully complete any training
we require.
We may modify the Training Suite at any time. Currently, the Training Suite will assist you with
implementing a training program, that may include personal training, small group training and/or large
group training, as well as health coaching. These services may be provided to your members in person or
in a virtual format that we approve. We will assist you with setting pricing, training your trainers, creating
group sessions, and providing ongoing coaching and personal training programming. We may require
FA 03/2021 19
credentialing of your trainers and/or health coaches. Health coaches who are employees of ours may
provide virtual health coaching to your members for a fee paid to us by members. You must comply with
any other policies or procedures we may establish concerning the Training Suite. Access to the Training
Suite is included in your Monthly Fees, provided, however, that if your Anytime Fitness Center is
designated to be operated as an Anytime Fitness Express center, and you desire to use the Training Suite,
then you must pay an additional training suite fee and sign a Training Suite addendum to this Agreement.
We will provide our Training Suite training to your Principal Operator. If you are an existing
franchisee that will now elect to offer the Training Suite in your existing Anytime Fitness center(s), and
you have not already successfully completed this training program. This training is offered in a virtual
format or in-person at our corporate headquarters, at our discretion. If you attend a virtual training, there
is no charge. If you attend in-person you must pay our then-current fee, currently Two Hundred Fifty
Dollars ($250). You may also send additional individuals to participate in the Training Suite Training for
our then-current Training Suite Training fee, currently Two Hundred Fifty Dollars ($250) per person. You
are also responsible for travel costs, room and board and the salaries, fringe benefits and other expenses
you and your employees incur to attend this training, if applicable. Subject to corporate trainer availability,
we also offer the Training Suite Training in the field, on-site at your Anytime Fitness Center, or the Anytime
Fitness Center of another franchise owner with whom you have partnered to receive this training. You
must pay us our then-current training fees, which will vary depending on the number of franchise owners.
This on-site training is conducted for up to twenty-one (21) total attendees and includes pre-visit
communication and post-visit follow-up. Attendees must be employees of participating franchise owner(s).
T. Visits. A representative of ours may make visits to your Anytime Fitness Center to ensure
compliance with all required standards, specifications and procedures. Our representative will be allowed
to inspect the condition and operation of your Anytime Fitness Center and all areas of your Anytime Fitness
Center at any time during your business hours. Such inspections may include, without limitation,
conducting any type of audit or review necessary to evaluate your compliance with all required payments,
standards, specifications or procedures. We may, from time to time, make suggestions and give mandatory
instructions with respect to your operation of your Anytime Fitness Center, as we consider necessary or
appropriate to ensure compliance with the then-current quality standards of the System and to protect the
goodwill and image of the System. You expressly agree that these visits will not imply that you are in
compliance with your obligations under this Agreement or under the law or that we waive our right to
require strict compliance with the terms of this Agreement or the Manual. Furthermore, such visits will not
create any responsibility or liability in our part. If you request that we make additional visits to your
Anytime Fitness Center, you will pay the fees we establish for such visits. You will also allow us to visit
your Anytime Fitness Center with prospective franchisees during your business hours.
U. Notices of Default: Lawsuits or Other Claims. You will immediately notify us of, and
deliver to us a copy of any notice regarding, a breach, default, claim, lawsuit, administrative or agency
proceedings or investigations, or other actions or proceedings relating to your Anytime Fitness Center.
Upon request from us, you will provide such additional information as may be required by us regarding the
same.
V. Your Dealings With Us and Our Affiliates. You acknowledge that when we are required
to perform any services for you, we may use any third parties, including affiliates of ours, to perform those
services. If you are required to pay us a fee for those services, we may have you pay that fee directly to the
affiliate or third party that performs the service. However, if you are not required to pay us a fee for the
service, you will not be obligated to pay any parties we contract with for services that we are required to
provide to you without charge under this Agreement. We and our affiliates may also receive rebates or
compensation from other parties in connection with the provision of such services.
FA 03/2021 20
W. Purchases. You will purchase only such types, models or brands of fixtures, furniture,
equipment, inventory, supplies and other items that we approve for Anytime Fitness centers as meeting our
standards for quality, design, warranties, appearance, function and performance. Although we do not do so
for every item, we have the right to approve the manufacturer of any item used or sold in your Anytime
Fitness Center. You will not install or maintain at your Anytime Fitness Center any newspaper racks, video
games, jukeboxes, gaming machines, gum machines, vending machines, video or similar devices without
our, and any necessary governmental, prior written approval. We may require you, in our sole discretion,
to purchase certain fixtures, furniture, equipment, inventory, supplies, services, and other items used or
offered at your Anytime Fitness Center from suppliers who have been approved by us, in which case we
will provide you with a list of approved suppliers.
1. You acknowledge and agree that certain products, supplies or other services,
including certain items comprising the Information System, that you may be required to purchase for use
in the operation of your Anytime Fitness Center may only be available exclusively from us or our affiliates,
or from other mandatory suppliers or vendors that we approve, in our sole discretion. You also
acknowledge and agree that we may designate a single source for certain products, supplies or other
services.
2. THOUGH APPROVED BY US, WE AND OUR AFFILIATES MAKE NO

WARRANTY AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO
FIXTURES, FURNITURE, EQUIPMENT (INCLUDING WITHOUT LIMITATION ANY AND ALL
REQUIRED COMPUTER SYSTEMS), SUPPLIES, OR OTHER APPROVED ITEMS.
X. Taxes on Fees. If your state, or any governmental body in your state, charges a tax on any
fee you owe to us or to our affiliates, then you are required to pay an additional amount equal to the amount
of this tax. (For purpose of clarification, this does not apply to any federal or Minnesota income taxes that
we or our affiliates must pay.)
Y. National and Regional Accounts. We, or others acting on our behalf, may from time to
time solicit companies or organizations that have multiple offices to offer memberships to their employees.
If we do so, their employees who want to use Anytime Fitness facilities will be required to join his or her
local Anytime Fitness center.
1. You will have the right to participate in, and receive the benefits of, all such
programs we establish with companies or organizations that have employees in your market. You will have
the right each calendar year, by October 31, to opt out of participating in these programs for the next year.
If you do not opt out by the means we specify, then you must honor any membership fees or packages that
we quote for any employees of these companies or organizations who want to join your Anytime Fitness
Center. Once you opt out, you will not participate in any new programs (unless and until you opt in again),
but you must continue to comply with the program requirements for any programs that were in effect before
the start of the year for which you exercised your right to opt out of the programs.
2. You may not, without our consent, which consent may be withheld in our sole
discretion, solicit or approach any business or organization located outside the geographic market in which
your Anytime Fitness Center operates for the purpose of soliciting their employees to join your Anytime
Fitness Center when those employees will not be predominantly using that facility, nor may you sell
memberships to any such person.
FA 03/2021 21
Z. National / Brand-Level Promotions. We may, from time to time, establish national or
brand-level marketing campaign(s) or promotional offers in which you may be required to participate, honor
or offer, subject to compliance with any applicable state or local laws or regulations.
AA. Bond. You must purchase and maintain in effect at all times during the term of this
Agreement, a surety bond for membership fees and pre-paid personal training revenue. The bond must be
purchased from a vendor we designate and meet our requirements. If you do not obtain or maintain a bond
that meets our requirements and we obtain it for you, you must pay us our then current bond handling fee
plus the cost of the premiums we pay for the bond.
BB. Compliance with Privacy Laws. You must comply with all standards, laws, rules,
regulations, or any equivalent thereof relating to personal information, data privacy, and data protection,
including but not limited to, as applicable, the California Consumer Privacy Act, Cal. Civ. Code Section
1798.100 et seq., and must comply with any privacy policies or data protection and breach response policies
we periodically may establish. If you suspect or know of a security breach, you must immediately give
notice of such security breach and promptly identify and remediate the source of any compromise of
security breach at your expense. You assume all responsibility for providing all notices of breach or
compromise and all duties to monitor credit histories and transactions concerning customers of the Anytime
Fitness Center, unless otherwise directed by us.
10. CONFIDENTIAL INFORMATION/IMPROVEMENTS
A. You acknowledge that all the information you have now or obtain in the future concerning
the System and the concepts and methods of promotion franchised hereunder is derived from us pursuant
to this Agreement, and that you will treat such information in confidence. You agree never to, directly or
indirectly, engage in or abet the misappropriation (as the term “misappropriation” is defined in the
Minnesota Uniform Trade Secrets Act), or the disclosure, divulgence, or distribution of all or any part of
the System and the concepts and methods of promoting franchises hereunder. You will disclose such
confidential information only to such of your employees as must have access to it in order to operate your
Anytime Fitness Center and use it only for the operation of your Anytime Fitness Center. At our request,
you must deliver to us confidentiality agreements and non-compete agreements in a form satisfactory to us
from your owners and the spouses of your owners. The scope of the confidentiality agreements shall be
consistent with the provisions of this Section 10.A, and the scope of the noncompete agreements shall be
consistent with the provisions of Section 17 of this Agreement.
B. Notwithstanding any provision of Section 10.A, at your discretion, you may allow any
financial institution that has loaned money to you or to your business to have access to your books and
records to confirm your billings, collections, receivables, and any other financial information you have
provided to the financial institution.
C. If you conceive or develop any improvements or additions to the System, new trade names,
trade and service marks or other commercial symbols related to your Anytime Fitness Center, or any
advertising and promotion ideas related to your Anytime Fitness Center (“Improvements”), you will fully
disclose the Improvements to us without disclosure of the Improvements to others, and you will obtain our
written approval before using such Improvements. Any such Improvement that we approve may be used
by us and all our other franchisees without any obligation to pay you royalties or similar fees. You will
assign Improvements to us, and hereby do assign, without charge, any rights, together with the goodwill
associated with the Improvements, including the right to grant sublicenses to any such Improvement. We,
at our discretion, may make application for and own copyrights, trade names, trademarks and service marks
relating to any such Improvement. We also may consider such Improvement as our property and trade
FA 03/2021 22
secret. We will, however, authorize you to use any Improvement authorized generally for use by our other
franchisees.
D. Notwithstanding any other provision of this Agreement, there may be certain, limited
circumstances where applicable law allows for the disclosure of certain trade secrets in limited
circumstances, as specified in the Manual.
11. INSURANCE: INDEMNIFICATION
A. Insurance. You alone will be responsible for any claim, action, loss, damage, liability,
injury or death arising out of, or relating to, the operation of your Anytime Fitness Center or arising out of,
or relating to, your acts or omissions or the acts or omissions of any of your agents, employees or contractors
in connection with the operation of your Anytime Fitness Center. You agree to indemnify and hold us and
our affiliates and our respective officers and directors harmless against and from any and all such claims,
actions, losses, liability, damages, injuries, or deaths, including costs and reasonable attorneys’ fees. You
will obtain and maintain in force and pay the premiums for general liability insurance with complete
operations coverage, broad form contractual liability coverage, property damage, and other insurance
(including bonds) in such types as we may require (such as cyber insurance and employment practices
insurance), or as required by law from time to time. All such policies will have minimum limits we may
prescribe from time to time, and will be with carriers who have minimum ratings that we may prescribe
from time to time. Such insurance policies will expressly protect both you, us and our affiliates and our
respective offices, directors and employees, and will require the insurer to defend both you and us in any
action you will submit to us, within thirty (30) days of our request, any and all loss ratios or other
information we request in connection with such insurance policies. You will furnish to us a copies of all
insurance policies, certificates of insurance, endorsements, or other proof of insurance in the form we
require, as set forth above, naming us as an additional insured, and providing that such policy will not be
canceled, amended or modified except upon thirty (30) days’ prior written notice to us. At our request, you
will deliver to us proof of insurance in the form we require and evidence of policy renewals at least thirty
(30) business days before expiration. You will have all policies of insurance provide that the insurance
company will have no right of subrogation against either party hereto or their respective agents or
employees. Maintenance of the insurance requirement will not relieve you of the obligations of
indemnification. If you fail to obtain or maintain in force any insurance as required by this Section or to
furnish any proof of insurance required hereunder, we may (but have no obligation to), in addition to all
other available remedies, obtain such insurance or certificates, and you will promptly reimburse us for all
insurance premiums and other costs incurred in obtaining such insurance, including an administrative fee
for our time in obtaining the coverage for you. You assume all risks in connection with the adequacy of
any insurance or self-insurance program and waive any claim against us for any liability costs or expenses
arising out of any uninsured claim, in full or in part, of any nature whatsoever. Your obligation to obtain
and maintain these insurance policies in the minimum amounts we require is not limited in any way by
reason of any insurance that we may maintain, nor does your procurement of required insurance relieve you
of liability under the indemnity obligations described in Section 11(B). Your insurance procurement
obligations under this Section are separate and independent of your indemnity obligations. We do not
represent or warrant that any insurance that you are required to purchase will provide adequate coverage
for you. The requirements of insurance specified in this Agreement are for our protection. You should
consult with your insurance agents, brokers, attorney or other insurance advisors to determine the level of
insurance protection you need in addition to the coverages and limits we require. If you do not obtain or
maintain insurance coverage that meets our requirements and we obtain it for you, you must pay us our
then current insurance handling fee plus the cost of the premiums we pay for the insurance.
B. Relationship; Your Indemnification. We and you are independent contractors. Neither we

nor you will make any agreements, representations, or warranties in the name of or on behalf of the other
FA 03/2021 23
or that our relationship is other than franchisor and franchisee. Neither we nor you will be obligated by or
have any liability under any agreements, representations or warranties made by the other nor will we be
obligated for any damages to any person or property directly or indirectly arising out of the operation of
your Anytime Fitness Center. You assume sole and complete responsibility for and will defend at your
own cost and indemnify, reimburse and hold harmless us, our affiliates and our respective officers and
directors from and against all loss, costs, expenses, obligations and damages and liabilities (including
defense costs) arising directly or indirectly out of the development or operation of your Anytime Fitness
Center, including, without limitation, claims relating to your employment practices, twenty-four (24) hour
unsupervised access, equipment selection, and floor plan, you or your employees’ actions or inactions and
amounts we pay on your behalf. You will have the right to defend any such claim against you. We, using
our own counsel, by notice to you, may control any matter in which we are named or directly affected, but
this will not affect your liability to pay all attorneys’ fees we incur in defending ourselves, which obligation
is part of your indemnification obligation. The indemnities and assumptions of liabilities and obligations
set forth in this Agreement will continue in full force and effect subsequent to the expiration or termination
of this Agreement.
C. Our Indemnification. We will indemnify you against and reimburse you for any
obligations or liability for damages payable to third parties and attributable to agreements, representations
or warranties made by us, or caused by our negligence or willful action (so long as such obligations or
liabilities are not asserted on the basis of theories such as agency, apparent agency or vicarious liability or
claim of negligent failure to compel your compliance with the provisions of this Agreement, the Manual or
any other agreement between you and us), and for costs reasonably incurred by you in the defense of any
such claim brought against you or in any action in which you are named as a party, provided that we will
have the right to participate in and, to the extent we deem necessary, to control any litigation or proceeding
which might result in liability of or expense to you subject to such indemnification.
12. FINANCIAL STATEMENTS AND AUDIT RIGHTS
A. Financial Statements. Within thirty (30) days following your fiscal year end, you will, at
your own expense, provide us with copies of your financial statements (reviewed by your accountant),
including an income statement for the fiscal year just ended and a balance sheet, cash flow statement, and
any other document accompanying your financial statements, as of the end of such fiscal year, which
financial statements will have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis. We will also have the right to request other financial statements, reports and
information from you during the year, and you will deliver those financial statements, reports and
information to us when, and in the form and manner, we require. Also, on or before April 15 of each year,
you must provide us with a copy of your federal tax return and the federal tax returns of your owners for
the previous tax year.
B. Review Rights. You will make all of your financial books and records available to us and
our designated representatives at all reasonable times for review. Your financial books and records for each
fiscal and calendar year will be kept in a secure place and will be available for review by us for at least five
(5) years after the end thereof.
13. ASSIGNMENT OF FRANCHISE AGREEMENT
A. By Us. We may transfer or assign this Agreement or any or all of the rights, interests,
benefits or obligations arising under it without restriction. Upon any transfer or assignment of this
Agreement by us, we will be released from all obligations and liabilities arising or accruing in connection
with this Agreement after the date of such transfer or assignment.
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B. Conditions to Your Transfer or Assignment. This Agreement, and your rights and
obligations under it, are and will remain personal to you. As used in this Agreement, the term “Transfer”
will mean any sale, lease, assignment, gift, pledge, mortgage or any other encumbrance, transfer by
bankruptcy, transfer by your disability or death or by judicial order, merger, consolidation, share exchange,
transfer by operation of law or otherwise, whether direct or indirect, voluntary or involuntary, of this
Agreement or any interest in it, or any rights or obligations arising under it, or of any material portion of
your assets used to operate your Anytime Fitness Center, or of any interest in you, or if you are a
corporation, partnership, limited liability company or other entity, a transfer, pledge, assignment, or other
disposition of direct or indirect control or ownership of fifty percent (50%) or more of any interest in your
entity. In addition, if there are two (2) individuals signing this Agreement as Franchisee, and one (1) of
those individuals is no longer involved in the ownership of your Anytime Fitness Center, the withdrawal of
that person will be considered a “Transfer.” A “Transfer” will also be deemed to occur when there are more
than two (2) people listed as the Franchisee and there is a change in the ownership of your Anytime Fitness
Center such that less than a majority of the original signators continue to have a majority interest in the
equity of the business. You (and your shareholders, partners and members) will not directly or indirectly
make a Transfer without our prior written consent and any transfer shall be subject to our right of first
refusal, as set forth in Section 19 below. Unless otherwise provided in this Agreement, we will not
unreasonably withhold, delay or condition our consent to a Transfer, subject to all of the following
conditions being satisfied:
1. you are in full compliance with this Agreement, you have no uncured defaults, and
all your debts and financial obligations to us and our affiliates are current;
2. you provide us with all information we may require concerning the proposed
transaction (including a copy of the purchase agreement and all related documents), and the proposed
transferee;
3. we are satisfied that the proposed transferee (and if the proposed transferee is an
entity, all holders of any interest in such entity) meets all of the requirements for our new franchisees,
including, but not limited to, good reputation and character, business experience, and financial strength,
credit rating and liquidity, and that the sale price is not excessive;
4. you sign a written agreement in a form satisfactory to us in which you and your
investors covenant to observe all applicable post-term obligations and covenants contained in this
Agreement and release us and our affiliates from any claims you may have against us, or any further
obligations we may have to you;
5. the proposed transferee enters into a new franchise agreement with us, on the terms
we then generally offer to new franchisees (including fees payable and size of territory); provided, however,
that no new initial franchise fee will be required to be paid, and further provided that the term of that
franchise agreement, unless otherwise agreed, will be the remaining term of your franchise agreement;
6. the proposed transferee agrees in writing to perform such maintenance, remodeling

and re-equipping of your Anytime Fitness Center that we determine necessary to bring your Anytime
Fitness Center in compliance with our then-current standards, including any updates to your technology
and security equipment that we determine necessary;
7. after the proposed transferee signs the new franchise agreement with us, the
proposed transferee’s Principal Operator successfully completes such training and instruction as we deem
necessary and appoints a manager we approve to manage the Anytime Fitness Center for the period
FA 03/2021 25
following the Transfer until the proposed transferee’s Principal Operator successfully completes the
training and instruction;
8. you and all holders of an interest in you sign a general release, in the form
prescribed by us, releasing, to the fullest extent permitted by law, all claims that you or any of your investors
may have against us and our affiliates, including our and their respective shareholders, officers, directors
and employees, in both their individual and corporate capacities; and
9. prior to the Transfer, you pay us a transfer fee. If the Transfer occurs before your
Anytime Fitness Center has opened for business, the transfer fee will be Fifteen Thousand Dollars
($15,000). If the Transfer occurs after your Anytime Fitness Center is open, then the transfer fee will be
Seven Thousand Five Hundred Dollars ($7,500).
We may expand upon, and provide more details related to, the conditions for transfer and our
consent as described in this Section 13(B), and may do so in the Manual or otherwise in writing.
You consent to our releasing to any proposed transferee any information concerning your Anytime
Fitness Center that you have reported to us, or that is in our files or otherwise available to us, including but
not limited to financial information.
If a transfer or assignment is caused by your death or incapacity (including the death or incapacity
of any person directly or indirectly owning fifty percent (50%) or more of an interest in the entity that is
the franchisee under this Agreement), the provisions of this Subparagraph B must be met by the heir or
personal representative succeeding to your interest; provided, however, if the heir or personal representative
assigns, transfers, or sells its interest in the franchise and in your Anytime Fitness Center within one hundred
twenty (120) days after your death or incapacity, the transferee, and not the heir or personal representative,
must comply with the provisions of this Subparagraph B.
Nothing in this Section will be construed as prohibiting your interests from being pledged as
security to an institutional lender who has provided financing to or for your Anytime Fitness Center,
provided the institutional lender accepts such security interest subject to our conditions.
C. Acknowledgement of Restrictions. You acknowledge and agree that the restrictions

imposed on transfers are reasonable and necessary to protect the goodwill associated with the System and
the Marks, as well as our reputation and image, and are for the protection of us, you, and all other franchisees
that own and operate Anytime Fitness centers.
14. OUR TERMINATION RIGHTS
A. Without Notice. You will be in default and we may, at our option, terminate this
Agreement, without affording you any opportunity to cure the default, effective upon delivery of notice of
termination to you, following the occurrence of any of the following events:
1. you are liquidated or dissolved;
2. your Anytime Fitness Center is not constructed strictly according to the plans we
have approved and you do not remedy the deficiencies within thirty (30) days after notice from us;
3. you fail to operate for seven (7) consecutive days (unless prevented from doing so
by fire, flood, or acts of nature), or otherwise abandon your Anytime Fitness Center, or forfeit the right to
FA 03/2021 26
do or transact business in the jurisdiction where your Anytime Fitness Center is located, or lose the right to
possession of the premises in which your Anytime Fitness Center operates;
4. you or any of your owners make an unauthorized Transfer under this Agreement;
5. you or any of your owners are proven to have engaged in fraudulent conduct, or
are convicted of, or plead guilty or no contest to a felony or a crime involving moral turpitude, or any other
crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Marks or
the goodwill associated therewith;
6. you are given three (3) or more notices of being in material violation of any of the
terms or requirements of this Agreement within any twelve (12) month period, whether or not such defaults
are timely cured after notice;
7. you misuse or make any unauthorized use of the Marks and do not cease such
misuse or unauthorized use within twenty-four (24) hours’ notice from us;
8. you maintain false books or records or submit any false or misleading application,
statement or report to us, whether in applying for the franchise or during the term of this Agreement;
9. you fail to open the Anytime Fitness Center for business to the general public by
the Required Opening Date in the Rider to this Agreement; or
10. you, by act or omission, materially impair the value of, or the goodwill associated
with, any of the Marks or the System.
B. With Notice and Failure to Cure. Except for those defaults provided for under Section 14.A
above, you will be in default hereunder for any failure to maintain or comply with any of the terms,
covenants, specifications, standards, procedures or requirements imposed by this Agreement or any other
agreement you or any of your affiliates have with us or with any of our affiliates, or in any Manual, policy
or procedure statement or other written document provided by us, or to carry out the terms of this Agreement
in good faith. Before we terminate this Agreement as a result of such defaults, we will provide you with
thirty (30) days written notice of your default. If the defaults specified in such notice are not cured within
the thirty (30) day period (either by you or by any financial institution that has loaned money to you or to
your business), we may terminate this Agreement upon the expiration of the thirty (30) day period without
further notice. Such defaults will include, without limitation, the occurrence of any of the following events:
1. you fail to construct, remodel, and commence operating your Anytime Fitness
Center within the time provided for in this Agreement;
2. you fail, refuse, or neglect to promptly pay when due any monies owing to us, our
affiliates, to the General Advertising and Marketing Fund, or to other creditors you have, or to submit the
financial or other information required under this Agreement;
3. a threat or danger to public health or safety results from the construction,

maintenance, or operation of the Anytime Fitness Center;
4. you offer or sell non-approved products or services or offer or sell products or

services via a medium we have not approved; or
FA 03/2021 27
5. you, by act or omission in connection with the operation of your Anytime Fitness
Center, permit a continuing violation of any applicable law, ordinance, rule, or regulation of a governmental
body; provided, however, that if such act or omission damages the goodwill associated with the System or
the Marks, we will have the right to terminate this Agreement if you do not cure such default within twenty-
four (24) hours after notice from us.
C. Standard Default Fee. In addition to our right to terminate the Franchise Agreement, if you
breach your obligations under this Agreement and fail to cure the default within the applicable cure period
provided above, you must pay us our then-current “Standard Default Fee” until the default is cured in order
to offset our costs incurred to address the default. The Standard Default Fee is in addition to any fee that
the PCC may levy against you.
D. Applicable Law. If the provisions of this Section 14 are inconsistent with applicable law,
the applicable law will apply.
E. Pre-termination Options. Prior to the termination of this Agreement, if you fail to pay any
amounts owed to us or our affiliates, fail to comply with any term of this Agreement, or notify us that your
Anytime Fitness Center is closing, then in addition to our right to terminate this Agreement or to bring a
claim for damages, we have the option to:
1. prohibit you from selling paid-in-full memberships, or any membership with a

term of more than one (1) year;
2. remove the listing of your Anytime Fitness Center from all advertising published
or approved by us;
3. cease listing your Anytime Fitness Center on any Technology Platforms;
4. prohibit you from attending any meetings or programs held or sponsored by us;
5. terminate your access to any computer system or software we own, maintain or

license to you (whether licensed by us or by one of our affiliates);
6. suspend your ability to input new members into the check-in software;
7. suspend all services we or our affiliates provide to you under this Agreement or
otherwise; and/or
8. contact your landlords, lenders, suppliers and members regarding the status of your
operations, and provide copies of any default or other notices to your landlords, lenders and suppliers.
In addition, if you notify us that you are closing your Anytime Fitness Center, or otherwise communicate
to others that you are closing your Anytime Fitness Center, you agree that your billing processor may
withhold up to one-half (1/2) of monies that would otherwise be payable to you to cover any post-
termination obligations you may have, including to reimburse future membership fees paid by your
members for periods beyond the closing date, and you authorize us to so instruct your billing processor.
Our actions, as outlined in this Section 14.E may continue until you have brought your accounts current,
cured any default, and complied with our requirements, and we have acknowledged the same in writing.
The taking of any of the actions permitted in this Section will not suspend or release you from any obligation
that would otherwise be owed to us or our affiliates under the terms of this Agreement or otherwise. Further,
FA 03/2021 28
you acknowledge that the taking of any or all such actions on our part will not deprive you of the most
essential benefits of this Agreement, and will not constitute a constructive termination of this Agreement.
15. YOUR TERMINATION RIGHTS: NOTICE REQUIRED
You may terminate this Agreement upon ten (10) days’ notice to us if we violate any material
obligation to you and fail to cure such violation within thirty (30) days after our receipt of written notice
from you; provided, however, that you must be in compliance with the Agreement at the time of giving
each notice and at the time of termination. Your written notice of our alleged violation must identify the
violation, demand that it be cured, and indicate your intent to terminate this Agreement if it is not cured.
16. YOUR OBLIGATIONS UPON TERMINATION OR EXPIRATION
Upon termination or expiration of this Agreement, all rights granted to you under this Agreement
will terminate, the franchise will revert to us, you specifically authorize us to contact your payment
processor and cancel any agreement you may have with that payment processor, and you will have the
obligations set forth below, which obligations survive the expiration or termination of this Agreement,
along with any other provisions of this Agreement which by their nature may or are to be performed
following expiration or termination of this Agreement:
A. You will immediately cease to operate the business franchised under this Agreement, and
will not thereafter, directly or indirectly, represent to the public or hold yourself out as an Anytime Fitness
franchisee with respect to such business.
B. You will immediately and permanently cease to use, in any manner whatsoever, all
confidential information, approved Information System and related software, methods, procedures and
techniques used by or associated with the System, and the Marks and distinctive forms, slogans, signs,
symbols, logos and devices associated with the System, as well as any name, mark, symbol, logo or slogan
similar to any of the Marks. You will also specifically authorize us to physically remove any signage
bearing any of the Marks that you may fail to remove. Further, if we elect to remove such signage, you
will, upon demand, reimburse us for any costs we incur in doing so.
C. You will immediately return to us the Manual, all copies or excerpts thereof, and any
property held or used by you that is owned by us and will cease to use, and either destroy or convey to us,
all signs, advertising materials, displays, stationery, forms and any other materials that bear or display the
Marks.
D. Subject to 16.I below, you will take such actions as may be necessary to cancel any
assumed name or similar registration that contains the Mark “Anytime Fitness®” or any other Mark, and
will immediately and permanently refrain from and cease all use of the Mark “Anytime Fitness” or any
other Mark on or in any Technology Platforms and cancel any Technology Platform you control as we
direct. You agree and acknowledge that your continued use of the Marks after the expiration or termination
of this Agreement will be without our consent and will constitute an “exceptional case” under federal
trademark law (15 U.S.C. § 1117) entitling us to recover treble damages, costs and attorneys’ fees.
E. You will, within five (5) days after termination or expiration of this Agreement, contact all
members of your Anytime Fitness Center who prepaid for their memberships, and offer full refunds of any
unearned payments, calculating the unearned payments on the basis of the number of days during the
prepayment period your Anytime Fitness Center operated under the terms of this Agreement, and the
number of days for which payment was made. You also authorize your payment processor to refund such
amounts directly to your members from any funds that would otherwise be payable to you. By way of
FA 03/2021 29
example only, if a person prepaid for an annual membership that began on January 1, and this Agreement
expired or terminated on January 30 of that year, you would be obligated to return to that member 335/365
of the prepayment you received.
F. You will, within five (5) days of our request, assign to us or to the owner of any other
Anytime Fitness center we designate, any of the membership agreements you have with members of your
Anytime Fitness Center that we designate for assignment.
G. You will, within ten (10) days after termination or expiration of this Agreement, make such
modifications and alterations to your Anytime Fitness Center premises as may be necessary to distinguish
the appearance of the premises from all attributes of the System and will make such specific additional
changes thereto as we may request. You agree that, at a minimum, such modifications will include: (i)
removal of all signage; (ii) alteration of the color scheme and decor; and (iii) discontinuation of the use of
any item containing any of the Marks.
H. Within five (5) days after termination, you will pay to us all amounts owed to us under this
Agreement, including the Monthly Fees and advertising and marketing fees that would be due through the
date this Agreement was scheduled to expire. Further, if this Agreement is terminated for any reason other
than as a result of a material breach of this Agreement by us that is not cured within thirty (30) days
following notice from you, such sums will include all damages, costs, and expenses, including reasonable
attorneys’ fees, incurred by us as a result of the default and the termination. You agree that until such
obligations are paid in full, you hereby grant us a lien against any and all of the personal property,
furnishings, equipment, signs, fixtures and inventory owned by you and located on your Anytime Fitness
Center premises on the date this Agreement terminates or expires and authorize us to file financing
statements and other documents we deem appropriate to perfect such lien.
I. If requested by us, you will take all further action and execute all documents necessary to
convey and assign to us all telephone and fax numbers that have been used in the operation of your Anytime
Fitness Center, as well as any other registrations or listings for any Technology Platforms that include the
words “Anytime Fitness” or if we do not so request, you will cease all use of such telephone numbers and
Technology Platforms that include the words “Anytime Fitness.”
J. You will comply with the covenants contained in this Agreement, including, but not
limited to, the covenants not to compete and the covenants not to disclose trade secrets or confidential
information.
K. We may, if you fail or refuse to do so, execute in your name and on your behalf, any and
all actions and/or documents that may be necessary to affect your obligations under Sections 16.D and 16.I,
and you hereby irrevocably appoint us as your attorney in fact to do so, which appointment is coupled with
an interest.
L. You will furnish us with written evidence satisfactory to us of compliance with all the
obligations set forth in this Section 16 within thirty (30) days after termination or expiration of this
Agreement.
M. Upon expiration or termination of this Agreement, we have the option, upon thirty (30)
days’ written notice from the date of expiration or termination, to purchase from you all or any portion of
the tangible and intangible assets relating to the Anytime Fitness Center, including your Anytime Fitness
Center premises if you own the Anytime Fitness Center premises (excluding any unsalable inventory, cash,
short-term investments and accounts receivable) (collectively, the “Purchased Assets”) and to take an
assignment of your lease for (1) the Anytime Fitness Center premises (or, if an assignment is prohibited, a
FA 03/2021 30
sublease for the full remaining term under the same provisions as your lease) and (2) any other tangible
leased assets used in operating the Anytime Fitness Center. We may assign to a third party this option to
purchase and assignment of leases separate and apart from the remainder of this Agreement.
The purchase price for the assets of the Anytime Fitness Center will be the “Book Value” (as
defined below) of the Purchased Assets. “Book Value” means the net book value of the Purchased Assets,
as disclosed in the last statement of your Anytime Fitness Center provided to us under Section 12 before
termination or expiration, provided, however, that: (1) each depreciable asset will be valued on a “straight-
line” basis without provision for salvage value; (2) we may exclude from the Purchased Assets any products
or other items that were not acquired in compliance with this Agreement; and (3) we may exclude from
Book Value any provision for goodwill or similar value attributable to intangible property. If we are not
satisfied with the accuracy or fairness of any financial statements, or none has been submitted, our regularly
employed firm of certified public accountants will determine (by audit) the Book Value. We and you will
equally bear the cost of the audit. The results of the audit will be final and binding on both parties.
The purchase price, as determined above, will be paid in cash at the closing of the purchase, which
will occur no later than sixty (60) days after we deliver notice of our election to purchase the assets of your
Anytime Fitness Center, unless Book Value is determined by audit, in which case the closing will occur
within a reasonable time, not to exceed sixty (60) days, after the results of the audit are made available. At
the closing, you will deliver documents transferring good and merchantable title to the assets purchased,
free and clear of all liens, encumbrances and liabilities to us or our designee and such other documents we
may reasonably request to permit us to operate your Anytime Fitness Center without interruption. We may
set off against and reduce the purchase price by all amounts you owe to us or any of our affiliates. If we
exercise our option to purchase your Anytime Fitness Center, we may, pending the closing, appoint a
manager to maintain your Anytime Fitness Center operations.
If we assume any leases for the premises for your Anytime Fitness Center or if we assume the
leases for other tangible leased assets used in your Anytime Fitness Center under this Section, you will pay,
remove or satisfy any liens or other encumbrances on your leasehold interests and will pay in full all
amounts due the lessor under the leases existing at or prior to assumption. We are not liable for any
obligation you incur before the date we assume any leases.
17. YOUR COVENANTS NOT TO COMPETE
A. During Term. You will not, directly or indirectly, during the term of this Agreement, on
your own account or as an employee, consultant, partner, officer, director, shareholder or member of any
other person, firm, entity, partnership, corporation or company, own, operate, lease to or lease from,
franchise, engage in, be connected with, have any interest in, or assist any person or entity engaged in
owning, operating, or managing any other fitness center, exercise facility, health club, gym or business
which offers exercise classes, personal training, fitness equipment or group training, wherever located,
whether within the Protected Territory or elsewhere. Notwithstanding the foregoing, before you open your
Anytime Fitness Center (and so long as you do not own any other Anytime Fitness center that is open under
any other agreement with us), you may be employed at another fitness center that is operated at a site other
than the one at which your Anytime Fitness Center will be located, provided that (i) neither you nor any of
your immediate family owns any equity interest in the fitness center, (ii) the fitness center does not utilize
a keyless entry system, (iii) the center is not open more than eighteen (18) hours per day, and (iv) you
terminate your employment with that fitness center, and any other relationship you have with that fitness
center, prior to the date you open your Anytime Fitness Center.
B. After Expiration, Termination, or Transfer. You will not, directly or indirectly for a period
of two (2) years after the transfer by you, or the expiration or termination of this Agreement, on your own
FA 03/2021 31
account or as an employee, consultant, partner, officer, director, shareholder, lender, or joint venturer of
any other person, firm, entity, partnership, corporation or company, own, operate, lease to or lease from,
franchise, conduct, engage in, be connected with, have any interest in or assist any person or entity engaged
in any fitness center, exercise facility, health club, gym or business which offers exercise classes, personal
training, fitness equipment or group training, which is located within the Protected Territory or within a ten
(10) mile radius of any Anytime Fitness center, wherever located, whether within the Protected Territory
or elsewhere; provided, however, that in metropolitan areas having a population of more than 50,000
persons, the foregoing ten (10) mile radius restriction will be limited to a radius of five (5) miles from any
Anytime Fitness center (including the one you formerly operated under this Agreement).
C. Reasonableness. You agree that the scope of the prohibitions set forth in Sections 17.A
and 17.B are reasonable and necessary to protect us and the System (including other franchisees of the
System). You agree that the prohibitions in Section 17.A must be very broad in order to prevent you from
taking information, materials and training we are providing to you on an ongoing basis and using them to
either compete with us, or preempt or otherwise restrict our ability to enter new markets. You agree that
the time period and the scope of the prohibitions set forth in Section 17.B are the reasonable and necessary
time and distance needed to protect us if this Agreement expires or is terminated for any reason. You also
agree that you have many other opportunities available to earn a living, and that these restrictions will not
preclude you from engaging in a lawful trade or business for which you otherwise have training or
experience.
D. Exception. The purchase of a publicly traded security of a corporation engaged in a

competitive business or service will not in itself be deemed violative of this Section 17 so long as you do
not own, directly or indirectly, more than five percent (5%) of the securities of such corporation.
E. Relief. You agree that damages alone cannot adequately compensate us if there is a
violation of these noncompetitive covenants and that injunctive relief is essential for our protection. You
therefore agree that in case of your alleged breach or violation of this Section, we may seek injunctive relief,
in addition to all other remedies that may be available to us at equity or law. In addition, if you violate the
restriction provided for in Section 17.B, the period of time during which the restriction will remain in effect
and be extended until two (2) years after you cease violating the restriction.
18. ENFORCEMENT
A. Injunctive Relief/Attorneys’ Fees. We and you will each be entitled to the entry of
temporary restraining orders and temporary and permanent injunctions to (i) enforce your and our rights
to terminate this Agreement for the causes set forth in Paragraphs 15 and 16 of this Agreement and
(ii) prevent or remedy a breach of this Agreement if that breach could materially impair the goodwill
associated with our or your business, including but not limited to, the enforcement of obligations upon
termination or expiration of this Agreement and the enforcement of the non-compete provisions of this
Agreement. You and we will also be entitled to the entry of temporary restraining orders and temporary
and permanent injunctions enforcing these provisions. If we are successful in obtaining an injunction, or
any other judicial relief or order from an arbitrator against you, or in successfully defending any claim you
have brought against us, you will pay us an amount equal to all of our costs of prosecuting and/or defending
the action, including reasonable attorneys’ fees, costs of investigation, court and arbitration costs, and other
litigation or arbitration expenses and interest on such costs. Your and our respective rights to obtain
injunctive or other equitable relief is in addition to any other right we or you may have under this
Agreement. It will in no way limit or prohibit us from obtaining money damages from you if you breach
this Agreement.
FA 03/2021 32
B. Peer Compliance Committee. We have established a Peer Compliance Committee (the
“PCC”) to review certain claims you or we may make against each other. So long as the PCC is in existence,
if you feel we have violated any of our obligations under Section 8 of this Agreement, you may submit your
claim to the PCC. So long as the PCC is in existence, and we believe you have violated any of your
obligations under Section 9 of this Agreement, we may submit that claim to the PCC. (Unless we each
agree, no claims or violation of any other provision of this Agreement may be submitted to the PCC.)
1. If either of us submits a claim for violation of the foregoing sections to the PCC,
the PCC will conduct a hearing and review the claim in accordance with the terms and procedures for the
review of complaints by the PCC that we establish from time to time (the “PCC T&P”). If the PCC
determines a breach has occurred, it may levy a fee against the breaching party, subject to maximum
amounts set forth in the PCC T&P. If a party is found to be in breach and that party does not cure the
breach within thirty (30) days after receipt of notice of the decision of the PCC, or such other reasonable
period determined by the PCC (but not less than ten (10) days nor more than ninety (90) days after the
decision is received by the party), the PCC will have the authority to levy additional fees in accordance
with the PCC T&P. If either of us fail to pay a fee that is levied within ten (10) days following receipt of
notice of the levy, that failure will be deemed a material breach of this Agreement. All fines will be donated
to a charitable organization we designate.
2. The submission of claims to the PCC will not be the sole remedy for breach of
Sections 8 or 9 of this Agreement, and each of us may also pursue any other remedies for breach that are
permitted under this Agreement.
C. Mediation. Except where it is necessary for either you or us to obtain equitable relief to
preserve the goodwill of our respective businesses (including, but not limited to, the enforcement of
obligations upon termination of this Agreement and the covenants not to compete contained in this
Agreement), you and we each agree to enter into mediation of all disputes involving this Agreement or any
other aspect of the relationship between us, for a minimum of four (4) hours, prior to initiating any legal
action or arbitration against the other.
1. Upon written notice by either you or us, to the other, of your or our desire to
mediate, the party receiving the notice will select an independent entity that provides mediation services to
serve as mediator in the proceeding. If the party receiving the notice of intent to mediate does not name
such an organization within ten (10) days from the date the notice of intention to mediate is received, then
the other party may proceed as if this Section 18.C did not exist, or, at its option, make the selection of the
organization to provide mediation services. If you or we select an organization that is unwilling to serve as
mediator, then the other party may select the organization. Once the organization is designated and agrees
to accept the appointment as mediator, the organization will be directed to schedule a mediation proceeding
at a time mutually convenient to us and to you. The mediation will be held within thirty (30) days following
receipt by the mediation organization of notification that its services are requested. If you and we cannot
agree on a date for mediation, then the mediation organization will select a date it believes is reasonable for
both of us, given all of the claimed conflicts in dates. The person actually mediating the dispute will be
required to have at least ten (10) years of experience as either a franchisee or franchisor (or as an officer of
such an entity) or in franchise law. You and we will equally share the cost of the mediator. The mediator
will select the location for the mediation, but unless you and we both agree otherwise, the mediation will
be held in a metropolitan area with at least 250,000 persons that is not located within one hundred (100)
miles of either your principal office or our principal office.
2. Except for the matters identified above where you or we are permitted to seek
injunctive relief without first mediating the dispute, if either party initiates litigation or arbitration without
complying with their obligation to mediate in accordance with this paragraph (unless the other party has
FA 03/2021 33
failed to respond on a timely basis or has indicated it will not engage in mediation in accordance with the
provisions of this Section 18.C), then upon petition of whichever of us has a lawsuit or arbitration
proceeding brought against us, the court or arbitrator will dismiss the litigation or arbitration without
prejudice, and award attorneys’ fees and costs to the party seeking dismissal in an amount equal to the
attorneys’ fees and costs the party seeking dismissal incurred. If the court or arbitrator refuses for any
reason to dismiss the action, then regardless of the outcome of the action, or of any award given in the
action, the party initiating the litigation or arbitration will be responsible for all attorneys’ fees and costs
incurred throughout the litigation or arbitration by the other party as damages for failing to comply with the
provisions of this Section 18.C.
D. Arbitration. Except insofar as you or we elect to enforce this Agreement by judicial process
and injunction as provided in Section 18.A hereof, all disputes and claims arising out of or relating to this
Agreement, or to the breach thereof, or to any of our standards or operating procedures, or other obligation
of either of yours or ours, or to the breach thereof (including any claim that this Agreement, any provision
of this Agreement, any specification, standard, operating procedure or any other obligation of yours or ours
is illegal, unenforceable or voidable), or any aspect of the relationship between you and us (even if
additional persons are named as parties to such action, but except as may be specifically provided with
respect to any financing agreements you have with us or our affiliates, which shall be governed by the
enforcement provisions thereof), must be resolved by arbitration in Minneapolis, Minnesota, or if our
principal office is not located in Minnesota, then at the office of the American Arbitration Association
located closest to our principal office. It is our intention that state laws attempting to void out of state forum
selection clauses for arbitration be preempted by the Federal Arbitration Act and that arbitration be held in
the place designated above.
1. The arbitration will be held in accordance with the United States Arbitration Act
(9 U.S.C. § 1 et seq.), if applicable, and the rules of the American Arbitration Association (relating to the
arbitration of disputes arising under franchise agreements, if any; otherwise, the general rules of commercial
arbitration).
2. The arbitrator appointed must have at least ten (10) years’ experience in
franchising or franchise law, and the arbitrator will be instructed that he or she must follow the substantive
law and the other requirements, waivers and limitations of this Agreement. The arbitrator shall have no
authority to add, delete or modify in any manner the terms and provisions of this Agreement. All findings,
judgments, decisions and awards of the arbitrator will be limited to the dispute or controversy set forth in
the written demand for arbitration and response to that demand. The arbitrator may not award any relief
that was not specifically requested by the parties prior to the start of the arbitration hearing. The arbitrator
will have the right to award or include in any award the specific performance of this Agreement, but will
be required to file a reasoned brief with his or her award.
3. You and we each agree that any award from the arbitrator may be appealed under
the Optional Appellate Arbitration Rules of the American Arbitration Association.
4. You and we acknowledge that judgment upon an arbitration order may be entered
in any court of competent jurisdiction and will be binding, final, and nonappealable, except for mistakes of
law, as permitted under the United States Arbitration Act or for failure of the arbitrator to meet the
requirements of this Section 18.D.
5. Unless this Agreement is terminated in accordance with the provisions of

Paragraphs 15 or 16, during the pendency of any arbitration proceeding, you and we will fully perform the
requirements of this Agreement.
FA 03/2021 34
6. If there is any dispute as to whether a particular claim or matter is subject to
arbitration, and the matter relates to an issue for which either party seeks an injunction in accordance with
the provisions of Section 18.A, the arbitrability of such claim will be determined by the court that would
otherwise hear the motion to issue the injunction. In the case of a dispute as to the arbitrability of any other
claim brought by either party against the other, the decision as to whether or not the claim is subject to
arbitration will be made by the arbitrator appointed in accordance with this Agreement.
7. All arbitration proceedings will be individual proceedings between you and us, and
will not be conducted on a “class” basis, or include any other of our franchisees as named parties unless
you and we each agree.
If, after either you or we institute an arbitration proceeding, one or the other asserts a claim, counterclaim
or defense, the subject matter of which, under statute or current judicial decision, is nonarbitrable for public
policy reasons, the party against whom the claim, counterclaim or defense is asserted may elect to proceed
with the arbitration of all arbitrable claims, counterclaims or defenses or proceed to litigate all claims,
counterclaims or defenses in a court having competent jurisdiction.
E. Waiver of Punitive Damages. We and you (and your owners and guarantors if applicable)
agree to waive, to the fullest extent permitted by law, any right to, or claim for, any punitive or exemplary
damages against the other and against any affiliates, owners, employees, or agents of the other and agree
that in the event of a dispute between us, each of us will be limited to the recovery of any actual damages
sustained by it.
F. Venue. We and you (and your owners and guarantors if applicable) each agree that if
litigation is permitted under this Agreement, the sole forum for litigation arising under this Agreement, or
any aspect of the relationship between us (even if additional parties are named as parties to that litigation)
will be the state or federal courts of Minnesota. Those actions must be exclusively venued either in the
District Courts of Minnesota, County of Ramsey, or the United State District Court for the District of
Minnesota. You and we each waive any objection you or we may have to either the jurisdiction or the
venue of such court (except to the extent jurisdiction is preempted by the arbitration provisions of this
Agreement), and you and we each consent to personal jurisdiction and venue in such court. However, if
we are permitted to seek injunctive relief under this Agreement, we may, at our option, bring that action in
the county in which your Anytime Fitness Center is located.
G. Jury Waiver. YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY. This
waiver applies to all causes of action that are or might be included in any such action, including claims
related to the enforcement or interpretation of this Agreement, allegations of state or federal statutory
violations, fraud, misrepresentation or similar causes of action and it applies even if persons that are not a
party to this Agreement are named as additional parties in the proceeding.
H. Waiver of Collateral Estoppel. The parties agree they should each be able to settle,
mediate, litigate, arbitrate, or compromise disputes in which they are involved with third parties, without
having those disputes directly affect the contract or relationship between us. We and you therefore each
agree that a decision of an arbitrator or court of law to which one of us is not a party will not prevent the
person that was a party to such action from making similar arguments, or taking similar positions, in any
action between us. You and we therefore each waive the right to assert that principles of collateral estoppel
prevent either you or us from raising any claim or defense in an action between us if either you or we lost
a similar claim or defense in another action.
I. No Affiliate Liability. No past, present or future director, officer, employee, incorporator,

member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control,
FA 03/2021 35
ownership or management, vendor, service provider, agent, attorney or representative of ours or of any of
our affiliates will have any liability for (i) any obligations or liabilities we have relating to or arising from
this Agreement, or (ii) any claim against us based on, in respect of, or by reason of, the transactions
contemplated in this Agreement. This provision will not, however, affect any right, duty or obligation of
ours or yours, or of any guarantor of your obligations.
19. RIGHT OF FIRST REFUSAL
If, at any time during the Term of this Agreement, you receive a bona fide offer to purchase or lease your
Anytime Fitness Center (or if you are a company, partnership or other entity, the equity ownership of you),
which offer you are willing to accept, you will communicate in writing to us the full terms of the offer and
the name of the offeror. We may elect to purchase or lease the business on the terms set forth in the offer.
If we elect to purchase or lease the business, we will give you written notice of the election within thirty
(30) days after we receive your communication of the offer. If we fail to give written notice of election
within thirty (30) days, you may sell or lease to the offeror on the terms offered, subject to the provisions
relating to assignment. The sale or lease must, however, be completed within sixty (60) days of the
termination of the thirty (30) day period during which we may give written notice of election to purchase
or lease; otherwise, an additional notice must be given to us and an additional option period must expire
prior to any such transfer. If we elect to purchase or lease the business, we will have the right to substitute
equivalent cash for any non-cash consideration included in the bona fide offer to purchase or lease the
business and we and you will use our best efforts to complete the purchase or lease within sixty (60) days
from the date of our notice of election to purchase or lease.
20. MISCELLANEOUS
A. Unpaid Amounts. Any unpaid amounts owed by you to us or any of our affiliates including
any Royalty Fee, General Advertising and Marketing Fund Fees, other weekly or monthly fees, and product
purchases will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate
permitted by law, whichever is less. You must reimburse us and our affiliates for all costs incurred in the
collection of unpaid amounts, including attorneys’ fees.
B. Severability. All provisions of this Agreement are severable and this Agreement will be
interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein
and partially valid and enforceable provisions will be enforced to the extent valid and enforceable. You
and we will substitute a valid and enforceable provision for any specification, standard, operating
procedure, rule or other obligation of either of us, which is determined to be invalid or unenforceable and
is not waived by the other party. Such modifications to this Agreement will be effective only in such
jurisdiction and will be enforced as originally made and entered into in all other jurisdictions.
C. Cumulative Rights. Except as otherwise set forth in this Agreement, our and your rights
under this Agreement are cumulative and no exercise or enforcement of any right or remedy under this
Agreement will preclude the exercise or enforcement of any other right or remedy under this Agreement or
which we or you are entitled by law to enforce.
D. Governing Law. Except to the extent governed by the United States Trademark Act of
1946 (Lanham Act, 15 U.S.C. Section 1051 et seq.) and the Federal Arbitration Act, this Agreement and
the franchise relationship will be governed by the laws of the State of Minnesota. You waive, to the fullest
extent permitted by law, the rights and protections that might be provided through the laws of any state
(including Minnesota) relating to franchises or business opportunities, other than those of the state in which
the Franchised Location is located. This waiver of any rights under Minnesota law will not apply if the
FA 03/2021 36
Franchised Location is located in Minnesota or you are a resident of (or if you are an entity, your principal(s)
is a resident of) Minnesota.
E. Disavowal of Oral Representations. You and we acknowledge that we want all terms of
our business relationship to be defined in this written agreement, and that neither of us wants to enter into
a business relationship with the other in which any terms or obligations are subject to any oral statements
or in which oral statements serve as the basis for creating rights or obligations different than or
supplementary to the rights and obligations as set forth in this Agreement. Therefore, you and we agree
that this Agreement will supersede and cancel any prior and/or contemporaneous discussions between us.
We each agree that we placed, and will place, no reliance on any such discussions. You agree that no
representations have been made to you concerning this Agreement or the Anytime Fitness franchise other
than as contained in this Agreement and in the Franchise Disclosure Document you received before you
signed this Agreement (the “FDD”). You agree that no claims, representations, warranties, or guarantees,
express or implied, regarding actual or potential earnings, sales, profits, or success of your Anytime Fitness
Center have been made to you other than as set forth in Item 19 of the FDD.
F. Approvals. Wherever our consent or approval is required in this Agreement, unless the
provision specifically indicates otherwise, we have the right to withhold our approval in our discretion, for
any reason, or for no reason. When the terms of this Agreement specifically require that we not
unreasonably withhold our approval or consent, if you are in default or breach under this Agreement, any
withholding of our approval or consent will be considered reasonable. Our approvals and consents will not
be effective unless given in writing.
G. Interpretation. It is the desire and intent of you and us that the provisions of this Agreement
be enforced to the fullest extent possible under the applicable laws and public policies. Therefore, if any
provision of this Agreement is determined by a court or arbitrator to be invalid or unenforceable, that
determination will apply only to the operation of that provision in the particular proceeding in which the
determination is made. We and you agree that if any provision of this Agreement is capable of two (2)
constructions, one of which would render the provision illegal or otherwise voidable or unenforceable and
the other of which would render the provision valid and enforceable, the provision will have the meaning
that renders it valid and enforceable. The language of all provisions of this Agreement will be construed
simply according to its fair meaning and not strictly against you or us.
H. Waiver. Except as otherwise provided in this Section 20.H, neither of us will be deemed
to have waived any obligation of the other, or to have agreed to any modification of this Agreement, unless
we have done so in writing, and the writing is signed by the person giving the waiver or agreeing to the
modification. However, you agree that you will give us immediate written notice of any claimed breach or
violation of this Agreement as soon as possible after you have knowledge, or determine, or are of the
opinion, that there has been a breach or violation by us of this Agreement. If you fail to give written notice
to us of any claimed misrepresentation, violation of law, or breach of this Agreement within one (1) year
from the date you have knowledge, determine, are of the opinion, or become aware of facts and
circumstances reasonably indicating, that you may have a claim against us or against any of our affiliates
under any state law, federal law, or common law, then the misrepresentation, violation of law, or breach
will be considered to have been condoned, approved and waived by you, and you will be barred from
beginning any legal, arbitration, or other action against us or against our affiliates, or from instituting any
counterclaim against us or our affiliates, for the misrepresentation, violation of law, or breach, or from using
the alleged act or omission as a defense to any action we may maintain against you.
I. Time. Time is of the essence to this Agreement.
FA 03/2021 37
J. Counterparts. This Agreement may be signed in counterparts, each of which will be
considered an original.
K. Entire Agreement. The preambles are a part of this Agreement. This Agreement, together
with its exhibits, constitutes the entire agreement between you and us with respect to your Anytime Fitness
Center and any other aspect of the relationship we have with you, and cannot be amended except by a
written agreement signed by you and us. This Agreement also supersedes all prior agreements and
negotiations we have had with you related to your acquisition of this franchise or your and our rights and
obligations. Nothing in this or in any related agreement, however, is intended to disclaim the
representations we made to you in the FDD. Any representations, warranties, inducements, promises,
understandings or agreements between the parties, that are not in the Franchise Disclosure Document which
you acknowledge receiving at least 14 days before signing this Agreement or paying any money, or in
writing and signed by us and you, are void and not enforceable.
L. Headings and Terms. The headings of the Sections hereof are for convenience only and
do not define, limit or construe the contents of such Sections. The term “you” as used herein is applicable
to one or more persons, a corporation, a partnership or limited liability company, and each of their respective
owners, as the case may be, and the singular usage includes the plural and the masculine and neuter usages
include the other and the feminine. If more than one person executes this Agreement for you, then your
obligations are joint and several.
M. Patriot Act. You represent and warrant that to your actual and constructive knowledge:
(i) neither you (including your directors, officers and managers), nor any of your affiliates, or any funding
source for your Anytime Fitness Center, are identified on the list at the United States Treasury’s Office of
Foreign Assets Control (OFAC); (ii) neither you nor any of your affiliates are directly or indirectly owned
or controlled by the government of any country that is subject to an embargo imposed by the United States
government; (iii) neither you nor any of your affiliates are acting on behalf of the government of, or is
involved in business arrangements or other transactions with, any country that is subject to such an
embargo; (iv) neither your nor any of your affiliates are on the U.S. Department of Commerce Denied
Persons, Entities and Unverified Lists, the U.S. Department of State’s Debarred Lists, or on the U.S.
Department of Treasury’s Lists of Specialty Designated Nationals, Specialty Designated Narcotics
Traffickers or Specialty Designated Terrorists, as such lists may be amended from time to time (collectively,
the Lists); (v) neither you nor any of your affiliates, during the term of this Agreement, will be on any of
the Lists; and (vi) during the term of this Agreement, neither you nor any of your affiliates will sell products,
goods or services to, or otherwise enter into a business arrangement with, any person or entity on any of
the Lists. You agree to notify us in writing immediately upon the occurrence of any act or event that would
render any of these representations incorrect.
N. Personal Guaranty. All of your owners (if you are a corporation, partnership, limited
liability company or partnership, or other entity) will sign the personal guaranty agreement in the form
attached to this Agreement (the “Guaranty Agreement”). Any person or entity that at any time after the
Effective Date of this Agreement becomes an owner of yours will, as a condition of becoming an owner,
sign the Guaranty Agreement. In addition, a spouse of an owner and any other person we designate must
also sign the Guaranty Agreement.
21. NOTICES
Any and all notices required or permitted under this Agreement will be in writing and will be
deemed to have been duly given upon the earlier of (i) when received; (ii) one (1) business day after
placement with a reputable national overnight carrier; or (iii) three (3) business days after deposit (not
including the day of deposit), if placed in the mail for delivery by certified mail, postage pre-paid, and, in
FA 03/2021 38
the cases of clauses (ii) or (iii), addressed to the respective parties at the following addresses unless and
until a different address has been designated by written notice to the other party:
Notice to us: Anytime Fitness, LLC

111 Weir Drive
Attention: President
Notice to you: See Rider
22. AMENDMENT OF OTHER AGREEMENTS
To the extent you have entered into any franchise agreements with us prior to the date of this
Agreement which remain in effect following the execution of this Agreement:
(i) the provisions of Section 5.B. of this Agreement will replace the provisions of those agreements
regarding Method of Payment,
(ii) the provisions of Sections 9.G., 9.H., 9.L., 9.N., 9.P., and 9.Q. of this Agreement are
incorporated into such agreements, and supersede any inconsistent provisions contained therein,
(iii) the provisions of Section 13.B. of this Agreement will replace the provisions of those
agreements regarding the conditions to your transfer or assignment of any interest in those franchise
agreements or in the Anytime Fitness centers you operate under those agreements,
(iv) the provisions of Section 16 of this Agreement will replace the provisions of those agreements
regarding your obligations upon termination or expiration of those agreements,
(v) the provisions of Section 17 of this Agreement will replace the provisions of those agreements
regarding any restrictions on your ability to compete with an Anytime Fitness center either during or
following the term of those agreements,
(vi) the provisions of Section 18 of this Agreement will replace the provisions of those agreements
regarding enforcement, including but not limited to the right to injunctive relief or attorneys’ fees,
mediation, arbitration, the right to initiate arbitration or litigation, the venue of litigation, and waiver of
punitive damages and a trial by jury, and
(vii) the provisions of Section 20.D. of this Agreement will replace the provisions of those
agreements regarding Governing Law,
such that all those agreements are hereby amended by this paragraph. Except as amended by this paragraph,
which shall constitute a written agreement signed by each of us amending those agreements, you and we
each hereby ratify and reaffirm our respective obligations under those agreements.
23. ACKNOWLEDGEMENTS
A. Independent Investigation. You acknowledge that you have conducted an independent

investigation of the business franchised under this Agreement, and recognize that the business venture
contemplated by this Agreement involves business risks and that its success will be largely dependent upon
your ability as an independent business person.
FA 03/2021 39
B. Franchise Agreement. You acknowledge that you have received, read, and understood this
Agreement and that we have fully and adequately explained the provisions of it to your satisfaction and that
we have accorded you time and opportunity to consult with advisors of your own choosing about the
potential benefits and risks of entering into this Agreement.
C. Other Franchises. You acknowledge that other Anytime Fitness franchisees have or will
be granted franchises at different times and in different situations, and further acknowledge that the
provisions of such franchises may vary substantially from those contained in this Agreement. You also
acknowledge that because complete and detailed uniformity under varying circumstances may not be
practical, there may be variations we grant to other of our Anytime Fitness centers (whether franchised, or
centers that we or our affiliates operate), and you will not be entitled to require us to grant similar variations
or privileges to you.
[THIS AGREEMENT CONTINUES WITH A RIDER AND INITIAL FRANCHISE FEE

ATTACHMENT, WHICH ARE A PART OF THIS AGREEMENT]
FA 03/2021 40
FRANCHISE AGREEMENT RIDER
1. Effective Date:
2. Franchisee:
3. Standard Anytime Fitness center or Anytime Fitness Center Express:
4. Franchised Location:
If no location has been determined at the time this Franchise Agreement has been executed, then the
Franchised Location shall be within the following area, provided the exact location shall be subject to our
review and approval: .
If the above-named location specifies a location yet to be determined, we reserve the right to sell franchises,
and grant territories to others who will operate Anytime Fitness or Anytime Fitness Express centers in and
around the above-described location. You may then be required to choose a final location outside of any
protected territory given to any other franchisee, and that territory may be outside of the city or areas
identified above. Should this happen, you would have to obtain our review and approval for a new location.
Likewise, if you choose to move your final address at any time, or if the location set forth above, or any
other location we agree upon, becomes unavailable for any reason, it is your obligation to select a new
location, and to obtain our approval of that location before you acquire the site, or obtain any rights in the
location.
5. Required Grand Opening Program Spend: $ .
Required Local Advertisement Spend: $ per month.
6. Protected Territory: A radius of miles around the Franchised Location.
7. Ownership: Franchisee represents and warrants that any entity to which this Agreement will be
transferred will have the initial ownership set forth below, and that no changes will be made in such
ownership without the prior written approval of Franchisor:
Name Percentage Ownership

%
%
8. Principal Operator designated by Franchisee:
9. Required Opening Date:
10. Initial Franchise Fee (see Initial Franchise Fee Attachment):
11. Address for notice to you:
FA 03/2021 41
IN WITNESS WHEREOF, we and you have signed this Agreement as of the Effective Date set
forth above.
FRANCHISOR: FRANCHISEE:
By: By:
Its: Its:
By:
Its:
FA 03/2021 42
INITIAL FRANCHISE FEE ATTACHMENT TO RIDER
The initial franchise fee is the one that is initialed by you and by us.
____/____ New Franchisee, Full-Size Center (including conversion centers): $42,500, payable in
full when you sign this Agreement.
____/____ New Franchisee, Full-Size Center (including conversion centers) (Qualified Veterans
Only): $35,000, payable in full when you sign this Agreement.
____/____ New Franchisee – Anytime Fitness Express: $25,000, payable in full when you sign this
Agreement.
____/____ New Franchisee – Anytime Fitness Express (Qualified Veterans Only): $22,500,
payable in full when you sign this Agreement.
____/____ Existing Franchisee – Full-Size Center: $32,500, payable in full when you sign this
Agreement.
____/____ Existing Franchisee – Full-Size Center (Qualified Veterans Only): $30,000, payable
in full when you sign this Agreement.
____/____ Existing Franchisee – Anytime Fitness Express: $22,500, payable in full when you sign
this Agreement.
____/____ Existing Franchisee – Anytime Fitness Express (Qualified Veterans Only): $20,000,
payable in full when you sign this Agreement.
____/____ Club Purple Participant – Full-Size Center: $25,000
____/____ Club Purple Participant – Anytime Fitness Express: $20,000
____/____ Club Platinum Participant – Full-Size Center: $20,000
____/____ Club Platinum Participant – Anytime Fitness Express: $17,000
____/____ Transfer of an existing franchise, renewal of an existing franchise, or franchise

agreement signed pursuant to an obligation you have under an Area Development
Agreement: No initial franchise fee.
FA 03/2021 43
PERSONAL GUARANTY AND AGREEMENT TO BE BOUND
PERSONALLY BY THE TERMS AND CONDITIONS
OF THE FRANCHISE AGREEMENT
In consideration of the execution of the Franchise Agreement (the “Agreement”) between ANYTIME
FITNESS, LLC (“we” or “us”) and (the “Franchisee”), dated ____________________________, and for other
good and valuable consideration, the undersigned, for themselves, their heirs, successors, and assigns, do jointly,
individually and severally hereby become surety and guarantor for the payment of all amounts and the performance of
the covenants, terms and conditions in the Agreement, to be paid, kept and performed by the Franchisee, including
without limitation the dispute resolution provisions of the Agreement.
Further, the undersigned, individually and jointly, hereby agree to be personally bound by each and every
condition and term contained in the Agreement and agree that this Personal Guaranty will be construed as though the
undersigned and each of them executed a Franchise Agreement containing the identical terms and conditions of the
Agreement.
The undersigned waive (1) notice of demand for payment of any indebtedness or nonperformance of any
obligations hereby guaranteed; (2) protest and notice of default to any party respecting the indebtedness or
nonperformance of any obligations hereby guaranteed; and (3) any right he/she may have to require that an action be
brought against the Franchisee or any other person as a condition of liability; and (4) notice of any changes permitted
by the terms of the Agreement or agreed to by the Franchisee.
In addition, the undersigned consents and agrees that: (1) the undersigned’s liability will not be contingent or
conditioned upon our pursuit of any remedies against the Franchisee or any other person; (2) such liability will not be
diminished, relieved or otherwise affected by the Franchisee’s insolvency, bankruptcy or reorganization, the invalidity,
illegality or unenforceability of all or any part of the Agreement, or the amendment or extension of the Agreement with
or without notice to the undersigned; and (3) this Personal Guaranty will apply in all modifications to the Agreement
of any nature agreed to by Franchisee with or without the undersigned receiving notice thereof.
It is further understood and agreed by the undersigned that the provisions, covenants and conditions of this
Personal Guaranty will inure to the benefit of our successors and assigns.
FRANCHISEE:
PERSONAL GUARANTORS:
- Individually - Individually
Print Name Print Name
Address Address
City State Zip Code City State Zip Code
Telephone Telephone
FA 03/2021 44
GENERAL RELEASE
In consideration of the agreement of ANYTIME FITNESS, LLC (“Franchisor”) to allow

(“Franchisee”) to [RENEW OR TRANSFER] its Franchise Agreement dated ________________ between
Franchisee and Franchisor (“Agreement”), Franchisee hereby releases and forever discharges Franchisor,
and its affiliates, as well as their members, directors, officers, employees and agents, in their corporate and
individual capacities, and their respective heirs, personal representatives, successors and assigns, from any
and all claims Franchisee may have against such parties known and unknown, foreseen and unforeseen,
from the beginning of time to the date hereof, whether in law or in equity, including, but not limited to, any
claims arising out of the offer or sale of any franchise to Franchisee, and any matters arising under the
Agreement or under any other agreement between Franchisee and Franchisor or its affiliates. [FOR
TRANSFERS: Further, Franchisee acknowledges that transfer of the Agreement shall terminate
Franchisee’s interest in the Agreement, but Franchisee will continue to be bound by all post-termination
provisions of the Agreement, including but not limited to the obligations of confidentiality, and the covenant
not to compete contained in the Agreement.]
[IN CALIFORNIA: The foregoing release is intended as a general release of all claims, demands, actions,
causes of action, obligations, damages and liabilities of any kind or nature whatsoever that relate to the
matters recited therein, and is intended to encompass all known and unknown, foreseen and unforeseen
claims which the releasing party may have against any party being released. Section 1542 of the California
Civil Code provides:
A General Release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the Release, which if known by him might
have materially affected his settlement with the debtor.
You expressly waive the provisions of Section 1542 of the California Civil Code and expressly release each
party to be released from all liability or claims arising out of any matters recited in the release.]
___________________________________________
___________________________________________
DATE:
4822-3119-7920, v. 1
FA 03/2021 45
CALIFORNIA ADDENDUM TO FRANCHISE AGREEMENT
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Agreement, the following provisions shall supersede and apply to all Anytime Fitness franchises offered
and sold in the state of California:
This California Addendum is only applicable if you are a resident of California or if your business
is located in California.
1. The California Franchise Relations Act (Business and Professions Code Section 20000
through 20043) provides franchisees with additional rights concerning termination and non-renewal of the
Franchise Agreement and certain provisions of the Franchise Agreement relating to termination and non-
renewal may be superseded by the Act. There may also be court decisions which may supersede the
Franchise Agreement and your relationship with Franchisor, including the areas of termination and renewal
of Franchisee’s franchise. If the Franchise Agreement is inconsistent with the law, the law will control.
2. The Franchise Agreement requires Franchisee to execute a general release of claims upon
renewal or transfer of the Franchise Agreement. California Corporations Code Section 31512 provides that
any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of that law or any rule or order thereunder is void. Section 31512 voids a
waiver of your rights under the Franchise Investment Law (California Corporations Code Section 20010
voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections
20000 - 20043)). To the extent required by such laws, Franchisee shall not be required to execute a general
release.
3. The Franchise Agreement requires binding arbitration. The arbitration will occur at
Minneapolis, Minnesota with the costs being borne by both parties unless the party seeking arbitration seeks
arbitration prior to mediating the dispute. Prospective franchisees are encouraged to consult private legal
counsel to determine the applicability of California and federal laws (such as Business and Professions
Code section 20040.5, Code of Civil Procedure section 1281, and the Federal Arbitration Act) to any
provisions of a franchise agreement restricting venue to a forum outside the State of California.
4. The Franchise Agreement requires application of the laws and forum of Minnesota. This
provision may not be enforceable under California law.
5. The Franchise Agreement contains a covenant not to compete which extends beyond the
termination of the franchise. This provision may not be enforceable under California law.
6. The provision in the Franchise Agreement which terminates the franchise upon the
bankruptcy of the Franchisee may not be enforceable under Title 11, United States Code, Section 101.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
By: By:
Its: Its:
Date: Date:
Anytime Fitness
State Addenda to Franchise Agreement (03/2021)
ILLINOIS ADDENDUM TO FRANCHISE AGREEMENT
Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Anytime
Fitness franchises offered and sold in the state of Illinois:
1. Notwithstanding the fact that the Franchise Agreement requires that the Agreement be
governed by the laws of the State of Minnesota, to the extent required by Rule 200.608 of the Illinois
Franchise Disclosure Laws, the Agreement shall be governed and construed in accordance with the laws of
the State of Illinois.
2. The Franchise Agreement states that Minnesota law generally applies. However, the
conditions under which your franchise can be terminated and your rights upon nonrenewal may be affected
by Illinois law, and we will comply with that law in Illinois.
3. The other conditions under which your franchise can be terminated and your rights of
nonrenewal may be affected by Illinois Law, 815 Illinois Compiled Statutes 705/19 and 705/20.
4. Section 4 of the Illinois Franchise Disclosure Act states that “Any provision of a franchise
agreement which designates jurisdiction or venue in a forum outside of this state (Illinois) is void with
respect to any cause of action which otherwise is enforceable in this State, provided that a franchise
agreement may provide for arbitration in a forum outside of this State.”
5. Any condition, stipulation or provision purporting to bind any person acquiring a franchise
to waive requirements with any provisions of the Illinois Franchise Disclosure Act or any other law of the
State of Illinois is void. This shall not prevent any person from entering into a settlement agreement or
executing a general release regarding a potential or actual lawsuit filed under the provisions of the Illinois
Franchise Disclosure Act, nor shall it prevent the arbitration of any claims pursuant to the provisions of
Title IX of the United States Code.
6. The provision in the Franchise Agreement which terminates the franchise upon the
bankruptcy of the Franchisee may not be enforceable under Title 11, United States Code, Section 101.
7. Section 14.B of the Franchise Agreement is modified by the insertion of the following at
the end of such Section:
“Notwithstanding the foregoing, to the extent required by Illinois law, the Franchisor shall
provide reasonable notice to the Franchisee with the opportunity to cure any defaults under
this Section 14.B, which shall not be less than ten (10) days and in no event shall such
notice be required to be more than thirty (30) days.”
8. Each provision of this Addendum shall be effective only to the extent, with respect to such
provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act are met
independently without reference to this Addendum.
AIN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first
set forth above.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
MARYLAND ADDENDUM TO FRANCHISE AGREEMENT
Agreement, the following provisions shall supersede and apply to all Anytime Fitness franchises sold to
residents in the state of Maryland:
1. Section 13.B.8 of the Franchise Agreement is revised to provide that, pursuant to COMAR
02.02.08.16L, the general release required as a condition to renewal, sale or consent to assignment/transfer,
shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
2. Section 14.A of the Franchise Agreement is revised to provide that termination upon
bankruptcy might not be enforceable under the U.S. Bankruptcy Act, but Franchisor intends to enforce it
to the extent enforceable.
3. Section 18.F of the Franchise Agreement is revised to include the following language:
“Notwithstanding the standing provisions of this section, you may bring a lawsuit in
Maryland for claims arising under the Maryland Franchise Registration and Disclosure
Law. Any claims under the Maryland Franchise Registration and Disclosure Law must be
brought within three years after the grant of the franchise.”
4. The representations made in the Franchise Agreement are not intended to nor should they
act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and
Disclosure Law.
5. Each provision to this Addendum to the Franchise Agreement shall be effective only to the
extent that, with respect to such provision, the jurisdictional requirements of the Maryland Franchise
Registration and Disclosure Law are met independently without reference to this Addendum.
6. The Franchise Agreement states that Minnesota law generally applies. However, the
conditions under which your franchise can be terminated and your rights upon nonrenewal may be affected
by Maryland Law, and we will comply with that law in Maryland.
7. Notwithstanding anything to the contrary in the Franchise Agreement, nothing will prevent
the Franchisee from filing suit in Maryland for claims arising under the Maryland Franchise Registration
and Disclosure Law.
forth above.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
MINNESOTA ADDENDUM TO FRANCHISE AGREEMENT
Fitness franchises offered and sold in the state of Minnesota:
This Minnesota Addendum is only applicable if you are a resident of Minnesota or if your business
will be located in Minnesota.
1. Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring
litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce
any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure,
forum or remedies provided for by the laws of the jurisdiction.
2. Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require,
except in certain specified cases, that the Franchisee be given 90 days’ notice of termination (with 60 days
to cure) and 180 days’ notice for nonrenewal of the Franchise Agreement.
3. Section 3 of the Franchise Agreement is revised to include the following:
“To the extent required by the Minnesota Franchise Act, Franchisor will protect your rights
to use the trademarks, service marks, trade names, logos and other commercial symbols,
or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand
regarding your use of the marks, provided you are using the Names and Marks in
accordance with this Agreement.”
4. Franchisor shall not require Franchisee to assent to a release, assignment, novation or

waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to
80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date
first set forth above.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
NORTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT
Fitness franchises offered and sold in the state of North Dakota:
This North Dakota Addendum is only applicable if you are a resident of North Dakota or if your
business will be located in North Dakota.
1. Section 16.H of the Franchise Agreement is modified to delete any requirement that
franchisee consent to termination penalties or liquidated damages.
2. Section 17.B of the Franchise Agreement is amended by adding the following language at
the end:
“Covenants not to compete, such as those mentioned in this Section 17.B, are subject to
Section 9-08-06 of the North Dakota Codified Code.”
3. Sections 18.E, 18.F and 18.G of the Franchise Agreement are deleted in their entirety.
4. Section 20.D of the Franchise Agreement is amended to provide that the Franchise
Agreement will be governed by the laws of the State of North Dakota.
5. Section 2.B of the Franchise Agreement is amended by deleting clause (8) thereof.
6. No provision of the Franchise Agreement shall be interpreted to accelerate any statute of

limitations contained in any provision of the North Dakota Codified Code.
forth above.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
RHODE ISLAND ADDENDUM TO FRANCHISE AGREEMENT
residents in the state of Rhode Island:
This Rhode Island Addendum is only applicable if you are a resident of Rhode Island or if your
business will be located in Rhode Island.
1. Section 18 and 20 of the Franchise Agreement is supplemented by the addition of the

following:
“§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that “A

provision in a franchise agreement restricting jurisdiction or venue to a forum
outside this state or requiring the application of the laws of another state is void
with respect to a claim otherwise enforceable under the Act.”
forth above.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
WASHINGTON ADDENDUM TO FRANCHISE AGREEMENT
Fitness franchises offered and sold in the state of Washington:
This Washington Addendum is only applicable if you are a resident of Washington or if your
business will be located in Washington.
1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW will prevail.
2. RCW 19.100.180 may supersede the franchise agreement in your relationship with the
franchisor including the areas of termination and renewal of your franchise. There may also be court
decisions which may supersede the franchise agreement in your relationship with the franchisor including
the areas of termination and renewal of your franchise.
3. In any arbitration or mediation involving a franchise purchased in Washington, the

arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at
the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of
arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee
may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation
of the Washington Franchise Investment Protection Act, in Washington.
4. A release or waiver of rights executed by a franchisee may not include rights under the
Washington Franchise Investment Protection Act or any rule or order thereunder except when executed
pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by
independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations
period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not
be enforceable.
5. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable
estimated or actual costs in effecting a transfer.
6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against

an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking
enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for
inflation). In addition, a noncompetition covenant is void and unenforceable against an independent
contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the
party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted
annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that
conflict with these limitations are void and unenforceable in Washington.
7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a

franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting
or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise
agreement or elsewhere are void and unenforceable in Washington.
Anytime Fitness
forth above.
By: By:
Its: Its:
Date: Date:
4820-4603-9265, v. 1
Anytime Fitness
EXHIBIT F
CHARITABLE CONTRIBUTION ADDENDUM
FDD
CHARITABLE CONTRIBUTION ADDENDUM
This Addendum, between Anytime Fitness, LLC (“we” or “us”) and the franchisee
named below (“you”), is an amendment to, and a part of, the Franchise Agreement to which it is
attached. All capitalized terms used in this Addendum not otherwise defined have the meanings
ascribed thereto in the Franchise Agreement.
You and we have entered into the Franchise Agreement on the same date as this
Addendum. The Franchise Agreement provides for certain fees and obligations, each of which
you and we hereby reaffirm. However, we have advised you that we have established a program
for our franchisees, which would allow them to identify themselves as an Anytime Fitness center
participating in our charitable contribution program (the “HeartFirst Program”). We have
offered you the opportunity to participate in the HeartFirst Program, and have agreed to reduce
your Initial Franchise Fee if you elect to participate in the HeartFirst Program. You understand,
however, that participation is voluntary, and that by signing this Addendum, you are agreeing to
participate in this program and to make monthly charitable contributions as described in this
Addendum. Thus, in consideration of the provisions of this Addendum, you and we have agreed
you may participate in the HeartFirst Program, as follows:
1.) Designation as a Participant in the HeartFirst Program. We will designate the

Anytime Fitness center you establish pursuant to the Franchise Agreement to which this
Addendum is attached as an Anytime Fitness center participating in our charitable contribution
program. We will designate you as a participating center in all materials we publish that
identifies all other Anytime Fitness centers participating in the HeartFirst Program. You will
also be permitted to include this designation in all advertising and promotional materials you
establish, subject to compliance with all of our policies, as established from time to time, with
respect to the preparation and dissemination of advertising and promotional materials, and the
use of this designation. The actual name of the program, and all permitted designations, will be
subject to change by us from time to time.
2.) Initial Franchise Fee Reduction. In consideration for your execution of this
Addendum, and your participation in the HeartFirst Program, including your payment of the
charitable contributions described in the next section, the Initial Franchise Fee you are required
to pay is hereby reduced by Two Thousand Dollars ($2,000) from the amount set forth in the
Rider; provided, however, that:
(a) If this is the second or subsequent franchise agreement you have signed with us
that has a Charitable Contribution Addendum attached, the Initial Franchise Fee you are
required to pay will only be reduced by Five Hundred Dollars ($500) from the amount set
forth in the Rider; and
(b) If you are signing the Franchise Agreement pursuant to an obligation to do so

under an Area Development Agreement, then you acknowledge that the Development
Fee you paid to us has already been reduced to take into account your participation in the
HeartFirst Program, and no further reductions or credits are applicable.
3.) Charitable Contributions. Beginning on the first day of the month following the
opening of your Anytime Fitness Center, and continuing on the first day of each subsequent
month, you will pay a charitable contribution to HeartFirst Charitable Foundation of One
Hundred Dollars ($100) per month. HeartFirst Charitable Foundation will be responsible for
providing to you all charitable tax statements relating to your contributions. You acknowledge
that this contribution is included in the fees that you authorize your billing and payment
processor to deduct from any monies it collects on your behalf and remit to HeartFirst Charitable
Foundation.
4.) Compliance with Policies. You agree that you will at all times comply with all of
the standards and policies we establish from time to time for the HeartFirst Program, and for
Anytime Fitness centers designated as participating in our charitable contribution program.
5.) Termination of this Addendum. This Addendum will automatically terminate,

without notice, upon expiration or termination of the Franchise Agreement. In addition, both
you and we have the right to terminate this Addendum prior to termination or expiration of the
Franchise Agreement, as follows:
(a) You may terminate this Addendum, without cause, at any time, upon notice to us.
(b) We may terminate this Addendum, at any time, without cause, upon notice to you,
if we terminate all similar addenda we have with other franchisees and terminate the
HeartFirst Program. (For purposes of clarification, any change in the name of this
program is not considered a termination of the program.)
(c) We may terminate this Addendum, upon ten (10) days’ notice to you if you
breach a provision of this Addendum and fail to cure such breach within such ten (10)
days (or any such additional time we may voluntarily provide to you for cure).
In the event of the termination of this Addendum, for any reason, you must immediately
discontinue designating yourself as a center participating in our charitable contribution program,
and immediately discontinue using any of the names, marks, logos or insignias we developed for
the HeartFirst Program, or any similar names, marks, logos, or insignia. Further, if this
Addendum is terminated by you, or if it is terminated by us under clause (c) above, then
immediately upon termination, you must remit to us a payment of Two Thousand Dollars
($2,000), representing the discount we provided to you on your Initial Franchise Fee or
Development Fee; provided, however, that if this is the second or subsequent franchise
agreement you have with us that has a Charitable Contribution Addendum, and the discount you
received was only $500, then you need only remit to us a payment of Five Hundred Dollars
($500). For purposes of clarification, (i) you may not offset against that amount any payments
you made to us under Section 3 above prior to termination, or any other amounts, and (ii) if we
terminate this Addendum under clause (b) above because we terminate the HeartFirst Program,
you will not have to remit the foregoing payment to us.
6.) Assignment. In the event of the transfer or assignment of your franchise

agreement, your transferee or assignee will be required to sign an Addendum, in similar form to
2.
this one, agreeing to continue to participate in the HeartFirst Program for the remaining term of
the Franchise Agreement.
IN WITNESS WHEREOF, we and you have signed this Addendum as of the Effective
Date.
By: By:
Its: Its:
By:
Its:
By:
Its:
GP:4826-0686-0640 v1
3.
EXHIBIT G
AREA DEVELOPMENT AGREEMENT, GUARANTY AND

STATE SPECIFIC ADDENDA TO AREA DEVELOPMENT AGREEMENT
FDD
AREA DEVELOPMENT AGREEMENT

111 Weir Drive
(651) 438-5000
ADA 03/2021
TABLE OF CONTENTS
SECTION PAGE
1. GRANT OF DEVELOPMENT RIGHTS ..................................................................................1
2. DEVELOPMENT FEE ..............................................................................................................2
3. DEVELOPMENT SCHEDULE ................................................................................................2
4. TERM ........................................................................................................................................3
5. DEFAULT AND TERMINATION ...........................................................................................3
6. RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION .............4
7. TRANSFER ...............................................................................................................................4
8. ACKNOWLEDGEMENTS .......................................................................................................5
9. MISCELLANEOUS ..................................................................................................................5
RIDER..............................................................................................................................................7
ADA 03/2021
ANYTIME FITNESS®
AREA DEVELOPMENT AGREEMENT
This Area Development Agreement is made as of the Effective Date set forth in the Rider attached
to this Agreement (the “Rider”) between ANYTIME FITNESS, LLC, a Minnesota limited liability
company (“we” or “us”) and the person or persons named in the Rider as the Developer (“you”).
RECITALS:
A. We have invested substantial time, effort and money to develop a system of operating
boutique fitness centers with the potential for minimal overhead and labor costs, and have a federally
registered trademark for the names “Anytime Fitness®” and “Anytime Fitness Express,®” as well as other
intellectual property rights. We grant franchises to qualified candidates for the operation of fitness centers.
We also license our trademark rights in “Anytime Fitness” and may in the future adopt, use and license
additional or substitute trademarks, service marks, logos and commercial symbols in connection with the
operation of Anytime Fitness and Anytime Fitness Express centers (collectively the “Marks”). These
centers use our methods, procedures, standards, and specifications (all of which are collectively referred to
as the “System”) which we may improve, further develop or otherwise modify from time to time.
B. You acknowledge that you have had an adequate opportunity to be thoroughly advised of
the provisions of this Agreement, the form of franchise agreement we currently use to grant rights to operate
fitness centers, and our Franchise Disclosure Document, and have had sufficient time and opportunity to
evaluate and investigate the System and the procedures and financial requirements associated with the
System, as well as the competitive market in which it operates.
C. You are entering into this Agreement because you want to develop and operate multiple
fitness centers which use the Marks and the System. You recognize that while you will have certain limited
rights to transfer your interest in this Agreement, and in the centers you develop, we are entering into this
Agreement with you based on your representation that you intend to personally develop all of the centers
described in this Agreement, and not with a view to reselling your right to open these centers.
In consideration of the foregoing and the mutual covenants and consideration below, you and we
agree as follows:
1. Grant of Development Rights. The following provisions control with respect to the rights
granted hereunder:
A. We grant to you, under the terms and conditions of this Agreement, the right to develop
and operate the number of fitness centers identified in the Rider (the “Anytime Fitness Centers”), using the
principal trademark identified in the Rider, operating within the territory described in the Rider (the
“Development Territory”).
B. You agree to be bound by the “Development Schedule” set forth in the Rider. Time is of
the essence for the development of each Anytime Fitness Center in accordance with the Development
Schedule. Each Anytime Fitness Center must be developed and operated by you pursuant to a separate
Franchise Agreement that you enter into with us.
C. Unless otherwise indicated in the Rider and except as set forth in Section D below, if you
are in compliance with the Development Schedule set forth in the Rider, we will not develop or operate or
grant anyone else a franchise to develop and operate an Anytime Fitness Center from any location in the
Development Territory prior to the earlier of (i) the expiration or termination of this Agreement; (ii) the
ADA 03/2021
date on which you must sign the Franchise Agreement for your last Anytime Fitness Center pursuant to the
terms of the Development Schedule; or (iii) the date on which the Protected Territory for your final Anytime
Fitness Center is determined; except that if the Development Territory covers more than one city, county
or designated market area, the protection for each particular city, county or designated market area will
expire upon the earliest of (1) any of the foregoing events or (2) the date when the Protected Territory for
your final Anytime Fitness Center to be developed in such city, county or designated market area under this
Agreement is determined. Notwithstanding anything in this Agreement, upon the earliest occurrence of
any of the foregoing events (i) the Development Territory will expire and (ii) we will be entitled to develop
and operate, or to franchise others to develop and operate, Anytime Fitness Centers from locations in the
Development Territory, except as may be otherwise provided under any Franchise Agreement that has been
signed between us and you and that has not been terminated.
D. You acknowledge and agree that (i) we and our affiliates have the right to grant other
franchises or operate company or affiliate owned Anytime Fitness Centers at locations outside the Protected
Territory even if they compete with your Anytime Fitness Centers for members who may live and/or work
in or near the Protected Territory, (ii) we and our affiliates have the right to grant other franchises or licenses
and to operate company or affiliate-owned fitness centers within private establishments located within the
Development Territory, provided that access to those centers is limited to employees of the business, or
transient guests of the business, in either case who would not have any reciprocity with any other Anytime
Fitness center as a result of their use or membership in this private center, and (iii) we and our affiliates
have the right to operate, and to grant franchises or licenses to others to operate, fitness centers or any other
business within and outside the Development Territory under trademarks other than the Marks, all without
compensation to you.
2. Development Fee. You must pay us a Development Fee in the amount set forth in the
Rider. This fee is payable in full when you sign this Agreement. However, you will not be required to pay
an Initial Franchise Fee for any of the Anytime Fitness Centers you develop under this Agreement.
A. You will sign the Franchise Agreement for your first Anytime Fitness Center concurrently
with this Agreement. A separate Franchise Agreement must be signed, on our then-current form, for each
such Anytime Fitness Center. Upon the execution of each Franchise Agreement, the terms and conditions
of the Franchise Agreement control the establishment and operation of such Anytime Fitness Center.
B. The Development Fee is consideration for this Agreement and not consideration for any
Franchise Agreement, is fully earned by us upon execution of this Agreement and is non-refundable.
3. Development Schedule. The following provisions control with respect to your

development rights and obligations:
A. You must comply with the Development Schedule requirements regarding (i) the execution
of the Franchise Agreements, (ii) the opening date for each Anytime Fitness Center, and (iii) the cumulative
number of Anytime Fitness Centers to be open and continuously operating for business in the Development
Territory. If you fail to either sign a Franchise Agreement or to open an Anytime Fitness Center according
to the dates set forth in the Franchise Agreement, we, in our sole discretion, may immediately terminate
this Agreement pursuant to Section 5.
B. You may not open an Anytime Fitness Center under this Agreement unless you have
notified us of your intention to develop the Anytime Fitness Center at least thirty (30) days prior to the date
set forth in the Development Schedule and met each of the following conditions (these conditions apply to
each Anytime Fitness Center to be developed in the Development Territory):
ADA 03/2021 2
1. Good Standing. You must not be in default of this Agreement, any Franchise
Agreement entered into pursuant to this Agreement or any other agreement between you or any of
your affiliates and us or any of our affiliates. You also must have satisfied on a timely basis all
monetary and material obligations under the Franchise Agreements for all existing Anytime Fitness
Centers.
2. Execution of Franchise Agreement. You and we have entered into our current form
of Franchise Agreement and such other agreements that we require for the grant of Anytime Fitness
franchises for the proposed Anytime Fitness Center. You understand that we may modify the then-
current form of Franchise Agreement from time to time and that it may be different than the current
form of Franchise Agreement, including different fees and obligations; provided, however, that you
will not be required to pay any initial franchise fee under any of those agreements. You understand
and agree that any and all Franchise Agreements will be construed and exist independently of this
Agreement. The continued existence of each Franchise Agreement will be determined by the terms
and conditions of such Franchise Agreement. Except as specifically set forth in this Agreement,
the establishment and operation of each Anytime Fitness Center must be in accordance with the
terms of the applicable Franchise Agreement.
4. Term. Unless sooner terminated in accordance with Section 5 of this Agreement, the term
of this Agreement and all rights granted to you will expire on the date that you sign the Franchise Agreement
for the last Anytime Fitness Center that is scheduled to be opened under the Development Schedule.
5. Default and Termination. You will be deemed in default under this Agreement if you
breach any of the terms of this Agreement or if you or any “affiliate” of yours breaches any of the terms of
any Franchise Agreement or any other agreement that you or your affiliates have with us or our affiliates.
For purposes of this Agreement, an “affiliate” of any person will be any person or entity that controls that
person, is under the control of that person, or is under common control with that person. All rights
granted in this Agreement immediately terminate upon written notice without opportunity to cure if: (i)
you become insolvent, commit any affirmative action of insolvency or file any action or petition of
insolvency, (ii) a receiver (permanent or temporary) of your property is appointed by a court of competent
authority, (iii) you make a general assignment or other similar arrangement for the benefit of your creditors,
(iv) a final judgment against you remains unsatisfied of record for thirty (30) days or longer, (v) execution
is levied against your business or property, or the business or property of any of your affiliates that have
entered into Franchise Agreements with us, (vi) a suit to foreclose any lien or mortgage against premises
or equipment is instituted against you and not dismissed within thirty (30) days, or is not in the process of
being dismissed, (vii) you fail to timely meet any of your obligations set forth in the Development Schedule,
(viii) you or any of your affiliates open any Anytime Fitness Center before that person or entity has signed
a Franchise Agreement with us for that center in the form we provide, (ix) you fail to comply with any other
provision of this Agreement, or your or any of your affiliates fail to comply with any other agreement you
or they have with us or our affiliates and do not correct the failure within thirty (30) days after written notice
of that failure is delivered to the breaching party (except that if the failure to comply is the third failure to
comply with any provision of any agreement that you or any of your affiliates have with us or an affiliate
of ours within any twelve (12) consecutive month period, then we need not provide any opportunity to cure
the default), or (x) we have delivered to you or any of your affiliates a notice of termination of a Franchise
Agreement in accordance with its terms and conditions.
ADA 03/2021 3
6. Rights and Duties of Parties Upon Termination or Expiration. Upon termination or
expiration of this Agreement, all rights granted to you under this Agreement will automatically terminate,
and:
A. All remaining rights granted to you to develop Anytime Fitness Centers under this
Agreement will automatically be revoked and will be null and void and shall revert to us. You will not be
entitled to any refund of any fees.
B. You and your affiliates must within five (5) business days of the termination or expiration
pay all sums owing to us and our affiliates. In addition, you agree to pay as fair and reasonable liquidated
damages (but not as a penalty) an amount equal to Ten Thousand Dollars ($10,000) for each undeveloped
Anytime Fitness Center. You agree that this amount is in addition to the Development Fees paid under this
Agreement, and is for lost revenues from Monthly Fees (as defined in the Franchise Agreement) and other
amounts payable to us, including the fact that you were holding the development rights for those Anytime
Fitness Centers and precluding the development of certain Anytime Fitness Centers in the Development
Territory, and that it would be difficult to calculate with certainty the amount of damage we will incur.
Notwithstanding your agreement, if a court determines that this liquidated damages payment is
unenforceable, then we may pursue all other available remedies, including consequential damages.
7. Transfer. The following provisions govern any Transfer:
A. We have the right to transfer all or any part of our rights or obligations under this
Agreement to any person or legal entity.
B. This Agreement is entered into by us with specific reliance upon your personal experience,
skills and managerial and financial qualifications. Consequently, this Agreement, and your rights and
obligations under it, are and will remain personal to you. You may only Transfer your rights and interests
under this Agreement if you obtain our prior written consent as set forth below.
1. As used in this Agreement, the term “Transfer” means any sale, assignment, lease,
gift, pledge, mortgage or any other encumbrance, transfer by bankruptcy, transfer by judicial order,
merger, consolidation, share exchange, transfer by operation of law or otherwise, whether direct or
indirect, voluntary or involuntary, of this Agreement or any interest in it, or any rights or obligations
arising under it, or of any material portion of your assets, or of any interest in you or control of the
business franchised hereunder. You acknowledge that these provisions prohibit you from
subfranchising or sublicensing any right you have under any agreement with us, and that your intent
in entering into this Agreement is that you (and not any licensee or transferee) will be opening and
operating the Anytime Fitness Centers to be developed under this Agreement. In addition, if there
are two (2) individuals signing this Agreement as Franchisee, and one (1) of those individuals is no
longer involved in the ownership of the business that is developing Anytime Fitness Centers, the
withdrawal of that person shall be considered a “Transfer.” A “Transfer” shall also be deemed to
occur when there are more than two (2) people listed as the Developer and there is a change of the
ownership of the business such that less than a majority of the original signators continue to have
a majority interest in the equity of the business.
2. We will not charge you any fee in connection with your Transfer of your interest
in this Agreement. However, as a condition to our approval of any Transfer, you must sign
franchise agreements for all of the Anytime Fitness centers to be developed under this Agreement,
you must transfer all of those agreements to the same person or entity that acquires your interest in
this Agreement, and you must comply with all of the conditions for transferring each of those
ADA 03/2021 4
agreements, including the requirement to pay a transfer fee in connection with the transfer of each
of those agreements.
3. The restriction on Transfer contained in this Agreement does not apply to, or
otherwise restrict, your right to transfer any interest in any franchise agreement you previously
signed for any Anytime Fitness center to be developed under this Agreement. You may transfer
those agreements apart from any rights you have in this Agreement, provided you comply with the
transfer provisions of each agreement you seek to transfer.
4. We may expand upon, and provide more details related to, the conditions for
Transfer and our consent as described in this Section 7, and may do so in our operations manual or
otherwise in writing.
8. Acknowledgements. To induce us to execute this Agreement, you represent and warrant

to us as follows:
A. You recognize and acknowledge the importance of maintaining our standards for service,
and further recognize and acknowledge the importance of following the System with respect to the
development and operation of Anytime Fitness centers.
B. You have the entire control and direction of the Anytime Fitness Centers to be opened and
operated by you, subject only to the conditions and covenants established by the Franchise Agreements for
those centers. You acknowledge that the businesses to be operated under those Franchise Agreements
involve business risks, and that your success shall be largely determined by your own skill and efforts as
an independent business person.
C. You have entered into this Agreement after making an independent investigation of our
operations and history and not upon any representation as to profits which you might be expected to realize
and that no one has made any representation to induce you to accept the franchise granted hereunder and to
execute this Agreement, except as may be set forth in the Franchise Disclosure Document you acknowledge
receiving at least fourteen (14) days prior to the date you paid us or any affiliate any money or executed
any agreement with us or any affiliate.
9. Miscellaneous. You acknowledge that other Anytime Fitness franchisees/area developers

have or will be granted franchises or area development rights at different times and in different situations,
and further acknowledge that the provisions of such agreements may vary substantially from those
contained in this Agreement. You shall not complain on account of any variation from standard
specifications and practices granted to any other franchisee/area developer and shall not be entitled to
require us to grant to you a like or similar variation thereof. The provisions set forth in the franchise
agreement for your first Anytime Fitness Center containing any covenants not to compete, enforcement
provisions, notice provisions, and sections referenced as “Miscellaneous” or “Acknowledgments” are
hereby incorporated into this Agreement by reference and shall be applicable to this Agreement until such
time as you sign a subsequent franchise agreement, at which time the provisions of the new agreement
relating to covenants not to compete, enforcement, notice, and all sections referenced as “Miscellaneous”
or “Acknowledgments” shall be incorporated into this Agreement by reference in place of the previous
provisions. Likewise, if you or any affiliate later sign yet another franchise agreement, at all times, the
provisions contained in the last franchise agreement you or such affiliate signs with us, which relate to
covenants not to compete, enforcement, and notice, and all sections referenced as “Miscellaneous” or
“Acknowledgments,” are hereby incorporated into this Agreement by reference in place of the previous
provisions. You acknowledge having received a copy of our current form of franchise agreement for use
in the sale of Anytime Fitness Centers, and that until you sign an agreement for your first center, the
ADA 03/2021 5
provisions of the form we provided to you relating to these matters will be deemed incorporated herein by
reference and applicable to this Agreement. Any reference to the expression “this Agreement” in such
Sections will be interpreted as a reference to this Area Development Agreement and any reference to
“Protected Territory” will read as Development Territory. Any provisions of this Agreement which, by
their nature, may or are to be performed following expiration or termination of this Agreement, shall survive
such termination or expiration. You must indemnify us in any action, suit, proceeding, demand,
investigation, or inquiry (formal or informal) wherein our liability is alleged or in which we are named as
a party as a result of activities by you which are not in accordance with this Agreement, with our policies,
or with any law, rule, regulation, or custom governing your business that is conducted pursuant to this
Agreement. If such an action or a claim is made against us, you shall indemnify and hold us harmless from
all costs reasonably incurred by us in the defense of any such claim brought against us or in any action, suit,
proceeding, demand, investigation, or inquiry (formal or informal) in which we are named as a party
including, without limitation, reasonable attorneys’ fees, costs of investigation or proof of facts, court costs,
other litigation expenses, and travel and living expenses, and from all amounts paid or incurred by us arising
out of such claim or action. We may defend any claim made against us. Such an undertaking by us shall,
in no way, diminish your obligation to indemnify us and hold us harmless. We are not required or obligated
to seek recovery from third parties or otherwise mitigate our losses in order to maintain a claim against you.
The above Recitals are made a part of this Agreement.
[THIS AGREEMENT CONTINUES WITH A RIDER,

WHICH IS A PART OF THIS AGREEMENT]
ADA 03/2021 6
AREA DEVELOPMENT AGREEMENT RIDER
1. Effective Date:
2. Developer:
3. Development Territory:
If this Development Territory references one or more sites yet to be determined, then we reserve the right
to develop and operate an Anytime Fitness Center in and around the above-described city, county or area,
and to sell franchises and grant territories to others (including through area development agreements) who
will operate Anytime Fitness Centers in and around the above-described city, county or area. You may
then be required to choose a final location for your Anytime Fitness Centers outside of any protected
territory given to us or to any other franchisee or area developer, which final location may be outside of the
county, city or area identified above. Should this happen, you would have to obtain our review and approval
for a new Development Territory, and location for your Anytime Fitness Centers.
4. Number of Anytime Fitness Centers to be opened in the Development Territory:
5. Principal trademark (circle one): Anytime Fitness / Anytime Fitness Express
6. Development Fee: $
Charitable Contribution Amendment: If the blank following this Paragraph 6 is initialed, you
acknowledge and agree that the Development Fee was reduced based on your commitment that you
would contribute $100 per month from each of your Anytime Fitness Centers to the Anytime
Fitness Charitable Foundation, and you agree to sign a Charitable Contribution Addendum in the
form we require with each of your franchise agreements. You further agree that this obligation will
survive the termination of this Agreement.
_______/_______
7. Development Schedule: You acknowledge and agree that a material provision of this Area
Development Agreement is that the following number of Anytime Fitness Centers must be opened and
continuously operated by you in the Development Territory in accordance with the following Development
Schedule:
Cumulative Number of
Date by Which Franchise Date by Which the Anytime Fitness Centers to
Agreement Must Be Anytime Fitness Center be Opened and Operated
Anytime Signed and Site Approval Must Be Opened and by You in the Development
Fitness Center Request Must be Operated by You in the Territory as of the Date in
Number Submitted to us Development Territory Preceding Column
1 Date of this Agreement 1
2
ADA 03/2021 7
For purposes of determining compliance with this Development Schedule, only the Anytime
Fitness Centers you actually open and continuously operate in the Development Territory for at least the
first six (6) months after opening will be counted toward the number of Anytime Fitness Centers required
to be open and operated by you.
IN WITNESS WHEREOF, we and you have signed this Agreement as of the Effective Date set
forth above.
FRANCHISOR: DEVELOPER:
By: By:
Its: Its:
By:
Its:
ADA 03/2021 8
PERSONAL GUARANTY AND AGREEMENT TO BE BOUND
PERSONALLY BY THE TERMS AND CONDITIONS
OF THE AREA DEVELOPMENT AGREEMENT
In consideration of the execution of the Area Development Agreement (the “Agreement”) between
ANYTIME FITNESS, LLC (“we” or “us”) and (the “developer”), dated _________ , and for
other good and valuable consideration, the undersigned, for themselves, their heirs, successors, and assigns,
do jointly, individually and severally hereby become surety and guarantor for the payment of all amounts and
the performance of the covenants, terms and conditions in the Agreement, to be paid, kept and performed by
the developer, including without limitation the dispute resolution provisions of the Agreement.
Further, the undersigned, individually and jointly, hereby agree to be personally bound by each and
every condition and term contained in the Agreement and agree that this Personal Guaranty will be construed
as though the undersigned and each of them executed an Area Development Agreement containing the
identical terms and conditions of the Agreement.
The undersigned waives: (1) notice of demand for payment of any indebtedness or nonperformance
of any obligations hereby guaranteed; (2) protest and notice of default to any party respecting the indebtedness
or nonperformance of any obligations hereby guaranteed; and (3) any right he/she may have to require that an
action be brought against the developer or any other person as a condition of liability; and (4) notice of any
changes permitted by the terms of the Agreement or agreed to by the developer.
In addition, the undersigned consents and agrees that: (1) the undersigned’s liability will not be
contingent or conditioned upon our pursuit of any remedies against the developer or any other person; (2) such
liability will not be diminished, relieved or otherwise affected by the developer’s insolvency, bankruptcy or
reorganization, the invalidity, illegality or unenforceability of all or any part of the Agreement, or the
amendment or extension of the Agreement with or without notice to the undersigned; and (3) this Personal
Guaranty will apply in all modifications to the Agreement of any nature agreed to by developer with or without
the undersigned receiving notice thereof.
It is further understood and agreed by the undersigned that the provisions, covenants and conditions
of this Personal Guaranty will inure to the benefit of our successors and assigns.
DEVELOPER:
PERSONAL GUARANTORS:
- Individually - Individually
Address Address
City State Zip Code City State Zip Code
Telephone Telephone
4810-7870-0256, v. 1
9
CALIFORNIA ADDENDUM TO AREA DEVELOPMENT AGREEMENT
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Area Development
Agreement, the following provisions shall supersede and apply to all Anytime Fitness franchises offered
will be located in California.
1. The California Franchise Relations Act (Business and Professions Code Section 20000
through 20043), provides franchisees with additional rights concerning termination and non-renewal of the
Area Development Agreement and certain provisions of the Area Development Agreement relating to
termination and non-renewal may be superseded by the Act. There may also be court decisions which may
supersede the Area Development Agreement and your relationship with Franchisor, including the areas of
termination and renewal of Franchisee’s franchise. If the Area Development Agreement is inconsistent
with the law, the law will control.
2. The Area Development Agreement requires application of the laws and forum of
Minnesota. This provision may not be enforceable under California law.
3. The provision in the Area Development Agreement which terminates the franchise upon
the bankruptcy of the Franchisee may not be enforceable under Title 11, United States Code, Section 101.
4. The Area Development Agreement contains a covenant not to compete which extends
beyond the termination of the franchise. This provision may not be enforceable under California law.
5. The Area Development Agreement contains a liquidated damages clause. Under California
Civil Code section 1671, certain liquidated damages clauses are unenforceable.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
State Addenda to Area Development Agreement (03/2021)
ILLINOIS ADDENDUM TO DEVELOPMENT AGREEMENT
Fitness franchises offered and sold in the state of Illinois:
This Illinois Addendum is only applicable if you are a resident of Illinois and your business will be
located in Illinois.
1. Notwithstanding the fact that the Area Development Agreement requires that the
Agreement be governed by the laws of the State of Minnesota, to the extent required by Rule 200.608 of
the Illinois Franchise Disclosure Laws, the Agreement shall be governed and construed in accordance with
the laws of the State of Illinois.
2. The Area Development Agreement states that Minnesota law generally applies. However,
the conditions under which your franchise can be terminated and your rights upon nonrenewal may be
affected by Illinois law, and we will comply with that law in Illinois.
3. The other conditions under which your franchise can be terminated and your rights of
nonrenewal may be affected by Illinois Law, 815 Illinois Compiled Statutes 705/19 and 705/20.
4. Section 4 of the Illinois Franchise Disclosure Act states that “Any provision of a franchise
agreement which designates jurisdiction or venue in a forum outside of this state (Illinois) is void with
respect to any cause of action which otherwise is enforceable in this State, provided that a franchise
agreement may provide for arbitration in a forum outside of this State.”
5. Any condition, stipulation or provision purporting to bind any person acquiring a franchise
to waive requirements with any provisions of the Illinois Franchise Disclosure Act or any other law of the
State of Illinois is void. This shall not prevent any person from entering into a settlement agreement or
executing a general release regarding a potential or actual lawsuit filed under the provisions of the Illinois
Franchise Disclosure Act, nor shall it prevent the arbitration of any claims pursuant to the provisions of
Title IX of the United States Code.
6. The provision in the Area Development Agreement which terminates the franchise upon
the bankruptcy of the Franchisee may not be enforceable under Title 11, United States Code, Section 101.
7. Section 5 of the Area Development Agreement shall be modified by the addition of the
following sentence at the end of such section.
“To the extent required by Illinois law, the Franchisor shall provide reasonable notice to
the Franchisee with the opportunity to cure any defaults under this Section 5, to the extent
required by Illinois law, which in no event shall be less than ten (10) days, and in no event
shall such notice be required to be greater than thirty (30) days.”
Anytime Fitness
By: By:
Its: Its:
Date: Date:
Anytime Fitness
MARYLAND ADDENDUM TO DEVELOPMENT AGREEMENT
1. Section 5 of the Area Development Agreement is revised to provide that termination upon
bankruptcy might not be enforceable under the U.S. Bankruptcy Act, but Franchisor intends to enforce it
to the extent enforceable.
2. Section 8 of the Area Development Agreement is revised to include the following

language:
“Notwithstanding the standing provisions of this section, you may bring a

lawsuit in Maryland for claims arising under the Maryland Franchise
Registration and Disclosure Law. Any claims under the Maryland
Franchise Registration and Disclosure Law must be brought within three
years after the grant of the franchise.”
3. The representations made in the Area Development Agreement are not intended to nor
should they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise
Registration and Disclosure Law.
4. Section 7 of the Area Development Agreement is revised to provide that, pursuant to

COMAR 02.02.08.16L, the general release required as a condition to renewal, sale or consent to
assignment/transfer, shall not apply to any liability under the Maryland Franchise Registration and
Disclosure Law.
5. Each provision to this Addendum to the Development Agreement shall be effective only
to the extent that, with respect to such provision, the jurisdictional requirements of the Maryland Franchise
Registration and Disclosure Law are met independently without reference to this Addendum.
6. The Area Development Agreement states that Minnesota law generally applies. However,
the conditions under which your franchise can be terminated and your rights upon nonrenewal may be
affected by Maryland law, and we will comply with that law in Maryland.
7. Notwithstanding anything to the contrary in the Area Development Agreement, nothing

will prevent the Franchisee from filing suit in Maryland for claims arising under the Maryland Franchise
Registration and Disclosure Law.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
MINNESOTA ADDENDUM TO DEVELOPMENT AGREEMENT
1. Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring
litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce
any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure,
forum or remedies provided for by the laws of the jurisdiction.
2. Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require,
except in certain specified cases, that the Franchisee be given 90 days’ notice of termination (with 60 days
to cure) and 180 days’ notice for nonrenewal of the Area Development Agreement.
3. Franchisor shall not require Franchisee to assent to a release, assignment, novation or

waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to
80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
By: By:
Its: Its:
Date: Date:
Anytime Fitness
WASHINGTON ADDENDUM TO DEVELOPMENT AGREEMENT
Protection Act, Chapter 19.100 RCW will prevail.
2. RCW 19.100.180 may supersede the Area Development Agreement in your relationship
with the franchisor including the areas of termination and renewal of your franchise. There may also be
court decisions which may supersede the Area Development Agreement in your relationship with the
franchisor including the areas of termination and renewal of your franchise.
3. In any arbitration or mediation involving a franchise purchased in Washington, the

arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at
the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of
arbitration or mediation. In addition, if litigation is not precluded by the Area Development Agreement, a
franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or
a violation of the Washington Franchise Investment Protection Act, in Washington.
4. A release or waiver of rights executed by a franchisee may not include rights under the
Washington Franchise Investment Protection Act or any rule or order thereunder except when executed
pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by
independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations
period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not
be enforceable.
estimated or actual costs in effecting a transfer.

annually for inflation). As a result, any provisions contained in the Area Development Agreement or
elsewhere that conflict with these limitations are void and unenforceable in Washington.

or hiring any employee of the franchisor. As a result, any such provisions contained in the Area
Development Agreement or elsewhere are void and unenforceable in Washington.
Anytime Fitness
forth above.
By: By:
Its: Its:
Date: Date:
4817-1049-4945, v. 1
Anytime Fitness
EXHIBIT H
STATE SPECIFIC ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT
FDD
STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE CALIFORNIA FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary in the Anytime Fitness, LLC Franchise Disclosure
Document, the following provisions shall supersede and apply to all Anytime Fitness franchises offered
will be located in California.
1. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY

OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE
DELIVERED TOGETHER WITH THE FRANCHISE DISCLOSURE DOCUMENT.
2. Item 3 of the Franchise Disclosure Document is supplemented by the additional paragraph.
“Neither Anytime Fitness nor any person described in Item 2 of the FDD
is subject to any currently effective order of any national securities
association or national securities exchange, as defined in the Securities
Exchange Act of 1934, 15 U.S.C.A. 78a et seq. suspending or expelling
such persons from membership in such association or exchange.”
3. Item 17 of the FDD is amended by the insertion of the following:
“The California Franchise Relations Act (Business and Professions Code Section 20000 through
20043), provides franchisees with additional rights concerning termination and non-renewal of the
Franchise Agreement and certain provisions of the Franchise Agreement relating to termination and non-
renewal may be superseded by the Act. There may also be court decisions which may supersede the
Franchise Agreement and your relationship with us, including the areas of termination and renewal of your
franchise. If the Franchise Agreement is inconsistent with the law, the law will control.
The Franchise Agreement requires franchisee to execute a general release of claims upon renewal
or transfer of the Franchise Agreement. California Corporations Code Section 31512 provides that any
condition, stipulation or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of that law or any rule or order thereunder is void. Section 31512 voids a
waiver of your rights under the Franchise Investment Law (California Corporations Code Section 20010
voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections
20000 – 20043).”
4. The Franchise Agreement and Area Development Agreement require application of the
laws and forum of Minnesota. This provision may not be enforceable under California law.
FDD CAL H-1

AS
REQUIRED BY
THE HAWAII FRANCHISE INVESTMENT LAW
Document, the following provisions shall supersede and apply to all Anytime Fitness franchises offered
and sold in the state of Hawaii:
This Hawaii Addendum is only applicable if you are a resident of Hawaii or if your business will
be located in Hawaii.
1. Anytime Fitness, LLC’s Franchise Disclosure Document is currently registered or exempt

from registration in the states of: California, Hawaii, Illinois, Indiana, Maryland,
Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia,
Washington and Wisconsin.
2. The states in which Anytime Fitness, LLC’s, Franchise Disclosure Document is or will be
shortly on file: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New
York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.
3. No state has refused, by order or otherwise, to register the Anytime Fitness franchise.
4. No state has revoked or suspended the right to offer Anytime Fitness franchises.
5. Anytime Fitness, LLC has not withdrawn the proposed registration of the Franchise
Disclosure Document in any state.
6. The page entitled “Special Risk(s) to Consider About This Franchise” is

amended by the addition of the following language:
FILING IS NOT APPROVAL. THESE FRANCHISES WILL BE/HAVE BEEN

FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF
HAWAII. FILING DOES NOT CONSTITUTE APPROVAL,
RECOMMENDATION OR ENDORSEMENT BY THE DIRECTOR OF
COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE
DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS THAT THE
INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT
MISLEADING.
DISCLOSURE REQUIRED. THE FRANCHISE INVESTMENT LAW MAKES

IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE
WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, OR
SUBFRANCHISOR, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION
BY THE PROSPECTIVE FRANCHISEE, OF ANY BINDING FRANCHISE OR
OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE
FDD HI H-1
PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, OR
SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE
DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED
AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.
DISCLOSURE DOCUMENT IS A SUMMARY. THIS DISCLOSURE

DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL
PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR
AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL
RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH
THE FRANCHISOR AND THE FRANCHISEE.
7. The Franchisor’s registered agent in the state authorized to receive service of process is:
Commissioner of Securities of
Department of Commerce and Consumer Affairs
335 Merchant Street
Honolulu, Hawaii 96813
FDD HI H-2
AS
REQUIRED BY
THE ILLINOIS FRANCHISE DISCLOSURE ACT OF 1987
Notwithstanding anything to the contrary in the Anytime Fitness, LLC Franchise Disclosure Document, the
following provisions shall supersede any inconsistent provisions and apply to all Anytime Fitness franchises
offered and sold in the state of Illinois:
This Illinois Addendum is only applicable if you are a resident of Illinois and your business will be
located in Illinois.

GOVERNING LAW, VENUE AND JURISDICTION. THE GOVERNING

LAW, VENUE AND JURISDICTIONAL REQUIREMENTS IN THE
DISCLOSURE DOCUMENT AND IN THE FRANCHISE AGREEMENT AND
AREA DEVELOPMENT AGREEMENT ARE SUBJECT TO THE PROVISIONS
OF THE ILLINOIS FRANCHISE DISCLOSURE ACT, AND NOTHING IN
THESE DOCUMENTS SHALL BE CONSIDERED A WAIVER OF ANY RIGHT
CONFERRED UPON YOU BY THE ILLINOIS FRANCHISE DISCLOSURE
ACT.
2. Item 17 of the FDD is amended to include the following:
“Any provision in the Franchise Agreement or Area Development
Agreement that designates jurisdiction or venue in a forum outside Illinois
is void with respect to any action which is otherwise enforceable in
Illinois, except that the Franchise Agreement or Area Development
Agreement may provide for arbitration outside Illinois. In addition,
Illinois law will govern the Franchise Agreement and Area Development
Agreement to the extent required by the Illinois Franchise Disclosure
Laws.
In addition, you will be provided with a reasonable time period to cure any
default with respect to goodwill, which in no event shall be less than ten
(10) days.”
3. Each provision of this addendum to the FDD shall be effective only to the extent that with
respect to such provision, the jurisdictional requirements of the Illinois Franchise Disclosure Act are met
independently without reference to this addendum.
4. The conditions under which your franchise can be terminated and your rights upon non-
renewal may be affected by Illinois law, 815 ILCS 705/19 and 705/20.
FDD IL H-1
AS
REQUIRED BY
THE MARYLAND FRANCHISE REGISTRATION
AND DISCLOSURE LAW
Document, the following provisions shall supersede and apply to all Anytime Fitness franchises sold to
1. Item 17 of the Franchise Disclosure Document is amended as follows:
“Termination for bankruptcy filing may not be enforceable under the

United States Bankruptcy Act, but we intend to enforce it to the extent
enforceable.”
2. Items 17(c) and 17(m) are revised to provide that, under COMAR 02.02.08.16L, the
general release required as a condition to renewal, sale or consent to assignment/transfer shall not apply to
any liability under the Maryland Franchise Registration and Disclosure Law.
3. Item 17(v) and (w) are modified by the insertion of the following:
“Any Franchisee may sue in Maryland for claims arising under the
Maryland Franchise Registration and Disclosure Law.”
4. Any claims arising under the Maryland Franchise Registration and Disclosure Law must
be brought within three years after the grant of the franchise.
5. Each provision of this Addendum to the FDD shall be effective only to the extent that, with
respect to such provision, the jurisdictional requirements of the Maryland Franchise Registration and
Disclosure Law are met independently without reference to this Addendum.
FDD MD H-1
AS
REQUIRED BY
THE MINNESOTA FRANCHISE LAW
Document, the following provisions shall supersede any inconsistent provisions and apply to all Anytime
1. Minn. Stat. Section 80C.21 and Minn. Rule Part 2860.4400J prohibit us from requiring
litigation to be conducted outside Minnesota. In addition, nothing in the FDD can abrogate or reduce any
of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, form or
remedies provided for by the laws of the jurisdiction.
2. We will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require, except
in certain specified cases, that a franchisee be given 90 days notice of termination (with 60 days to cure)
and 180 days notice for non-renewal of the Agreement.
3. Item 13 is revised to include the following language:
“To the extent required by the Minnesota Franchise Act, we will protect
your rights to use the trademarks, service marks, trade names, logo types
or other commercial symbols related to the trademarks or indemnify you
from any loss, costs or expenses arising out of any claim, suit or demand
regarding the use of the trademarks, provided you are using the names and
marks in accordance with the Franchise Agreement and Development
Agreement.”
4. Item 17(c) and 17(m) are revised to provide that we cannot require you to sign a release of
claims under the Minnesota Franchise Act as a condition to renewal or assignment.
5. We are prohibited from requiring you to assent to a release, assignment, novation or waiver
that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22,
provided that the foregoing shall not bar the voluntary settlement of disputes.
6. Each provision of this Addendum shall be effective only to the extent that, with respect to
such provision, the jurisdictional requirements of Minnesota Statutes, Chapter 80C are met independently
without reference to this Addendum.
FDD MN H-1
AS
REQUIRED BY
THE RHODE ISLAND FRANCHISE INVESTMENT ACT
Fitness franchises offered and sold in the state of Rhode Island:
This Rhode Island Addendum is only applicable if you are a resident of Rhode Island or if your
business will be located in Rhode Island.
§19-28.1-14 of the Rhode Island Franchise Investment Act provides that “A provision in a franchise
agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the
laws of another state is void with respect to a claim otherwise enforceable under this Act.”
FDD RI H-1
AS
REQUIRED BY
THE VIRGINIA RETAIL FRANCHISING ACT
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the
Franchise Disclosure Document for Anytime Fitness, LLC for use in the Commonwealth of Virginia shall
be amended as follows:
1. Item H of the chart in Item 17 is hereby amended by the addition of the following
disclosure:
“Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor
to cancel a franchise without reasonable cause. If any ground for default or termination stated in
the franchise agreement does not constitute “reasonable cause,” as that term may be defined in the
Virginia Retail Franchise Act or the laws of Virginia, that provision may not be enforceable.”
FDD VA H-1
AS
REQUIRED BY
THE WASHINGTON FRANCHISE INVESTMENT PROTECTION ACT
1. The State of Washington has a statute, RCW 19.100.180, which may supersede the
Franchise Agreement and your relationship with us, including the areas of termination and renewal of your
franchise. There may also be court decisions which may supersede the Franchise Agreement and your
relationship with us, including the areas of termination and renewal of your franchise.
Protection Act shall prevail.
3. In any arbitration involving a franchise purchased in Washington, the arbitration site shall
be either in the State of Washington, or in a place mutually agreed upon at the time of the arbitration, or as
determined by the arbitrator.
estimated or actual cost in effecting a transfer.
5. A release or waiver of rights executed by a franchisee shall not include rights under the
Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement
after the agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act,
rights or remedies under the Act such as a right to a jury trial may not be enforceable.

annually for inflation). As a result, any provisions contained in the Franchise Agreement or elsewhere that
conflict with these limitations are void and unenforceable in Washington.

or hiring any employee of the franchisor. As a result, any such provisions contained in the Franchise
Agreement or elsewhere are void and unenforceable in Washington.
8. On or about October 16, 2018, we entered into an Assurance of Discontinuance (No. 18-
2-25824-3) with the State of Washington entitled In Re: Franchise No Poaching Provisions under which
we agreed to refrain from including “no-poach” language in our Franchise Agreement, which restricts a
franchisee from recruiting and/or hiring the employees of other franchisees and/or employees of us or our
FDD WA H-1
affiliates, which the Attorney General alleges violates Washington state and federal antitrust and unfair
practices laws. We have also agreed to refrain from enforcing the language in any of our existing Franchise
Agreements, notify our current franchisees of the entry of the Assurance of Discontinuance, notify the
Washington Attorney General if any of our franchisees attempted to enforce such a provision, offer to
amend existing Franchise Agreements to delete the no-poach language and remove the language from
existing Franchise Agreements as they come up for renewal. We satisfied the requirements in the Assurance
of Discontinuance and submitted to the State of Washington a declaration of completion.

Use of Franchise Brokers. The franchisor uses the services of one or more
franchise brokers to assist it in selling franchises. A franchise broker
represents the franchisor and is paid a fee for referring prospects to the
franchisor and/or selling the franchise. Do not rely only on the information
provided by a franchise broker about a franchise. Do your own investigation
by contacting the franchisor’s current and former franchisees to ask them
about their experience with the franchisor.
2.
AS
REQUIRED BY
THE WISCONSIN FAIR DEALERSHIP LAW
Document, Franchise Agreement or Area Development Agreement, the following provisions shall
supersede any inconsistent provisions and apply to all Anytime Fitness franchises offered and sold in the
state of Wisconsin:
“The Wisconsin Fair Dealership Law applies to most franchise agreements in the state and
prohibits termination, cancellation, non-renewal or substantial change in competitive
circumstances of a dealership agreement without good cause. The law further provides that 90
days prior written notice of the proposed termination, etc. must be given to the dealer. The dealer
has 60 days to cure the deficiency and if the deficiency is so cured the notice is void. The
Disclosure Document, Franchise Agreement and Development Agreement are hereby modified to
state that the Wisconsin Fair Dealership Law, to the extent applicable, supersedes any provision
of the Franchise Agreement or Development Agreement that are inconsistent with the law
Wis.Stat.Ch.135, the Wisconsin Fair Dealership Law, § 32.06(3), Wis.Code.”
FDD WI H-1
EXHIBIT I
HEALTHY CONTRIBUTIONS AGREEMENT
FDD WI H-2
Enrollment for Active Participant Club Status
This Agreement is made on _______________, by and between Healthy Contributions, LLC (“HC”) and
____________________ (“Client”) will confirm the arrangement under which HC is providing payment-
processing services for Client’s facility and data transfer and disbursement services for the programs
chosen by Client, all as set out below.
1. Appointment: Client hereby appoints HC to act as its fitness incentive processor for the fitness
incentive programs managed by HC and selected by Client (the “Programs”). The duties of HC are
as follows: (A) provide a platform for the entry of data; (B) collect and provide specific Program
data to the Program providers; (C) return status of this data to Client via web reporting; and (D) if
applicable, disburse any monies or rewards owed to Client’s facility or its members based upon
instructions from the Program provider.
2. Service: HC agrees to facilitate the collection and transfer of data and funds for Client as this
information is provided to HC. To that end, by the 5th of the month for the prior month, Client
shall provide HC with the member usage information for Client’s facility as requested, and in the
format required, by HC. Disbursement of funds hereunder by HC to Client or its members shall
occur at the times agreed to by HC and the Program providers, but is contingent upon data and
funds received from the associated Program providers.
3. Management: HC has agreed to manage certain fitness incentive programs including the
Programs. Management and maintenance of participants, such as Client, shall include random
audits and investigation of any improper or suspicious acts or behavior. Client’s facility’s staff is
subject to record and data review by HC at any time. If improprieties are found or suspected, a
review of participation will be initiated with Program providers in question and may result in a
warning, probation, suspension or Client’s permanent removal from the programs.
4. Fees: Client agrees to pay HC for its services provided herein pursuant to the attached Healthy
Contribution Club Fee Structure Schedule (the “Fee Structure Schedule”) based on the billing
option at the end of this Agreement checked by Client. All Programs will be set at the billing
option checked by Client except where a different method is mandated by a Program’s provider.
In that case, fees are then determined by the nature of the disbursement chosen for that
provider’s Program. HC reserves the right to change the fees and charges provided for herein
without prior notice. If Client wishes to object to such change, it may deliver written notice
thereof to HC within sixty (60) days of Client’s receipt of the first monthly report reflecting such
change. If Client objects to such change, the parties may negotiate a mutual agreement regarding
fees or a party may terminate this Agreement pursuant to Section 6, but Client must pay the new
fee imposed by HC for services performed before the date of termination.
5. Payment of Fees: HC will post on its website each month a report of fees and processing charges
charged to Client for services performed by HC in the prior month. Payments will be drafted from
Client’s accounts monthly. If payment is unable to be drafted, Client will be notified and offered a
second payment method. A late fee of $25.00 may be imposed if payment is not made within 10
days of notification. HC will not be liable to Client or be in breach of this Agreement due to the
failure of Client to comply with its reporting obligations to HC or due to the failure of a Program
provider to provide HC with the appropriate information or funds so that HC can perform its
obligations hereunder. In addition, in the event that Client has not paid any fee within 10 days of
notification by HC, HC reserves the right to suspend all services to be provided to Client pursuant
to this Agreement until such time as full payment is made by Client, and HC will not be liable to
Client or any third party in any manner, or in breach of this Agreement, for such suspension of
services.
6. Termination & Closing Clubs: Either party may terminate this Agreement by giving the other party
(30) days written notice. If Client is discontinuing its involvement in a Program, it will immediately
notify all participating members of the Program that benefits will cease. It must also immediately
notify HC to close out accounts and provide HC with current member status. HC will notify the
applicable Program provider, if necessary.
7. Sale: If Client sells the facility to a new owner, it is Client’s responsibility to make buyer aware of
the services provided by HC. Should the buyer choose not to utilize HC’s services, the members
participating in the Programs must be made aware by Client prior to termination that HC is no
longer providing services. Fees that are owed for the final processing period will be the
responsibility of Client. Any processing that is submitted past the date of sale is still calculated by
usage month and the party to whom the facility belonged to during the time the usage was
collected is responsible for paying these fees to HC.
8. Confidentiality: During the term of this Agreement and at any time after, Client will keep
confidential and not disclose any Confidential Information (as defined below) nor will Client use
the Confidential Information for a purpose detrimental to HC. Client will hold the Confidential
Information in strict confidence and will protect it with the same diligence that it protects its own
confidential information. Confidential Information shall include, but not be limited to, the terms of
this Agreement, including any financial terms, trade secrets, the identity of any Program providers,
unique identifiers, Personal Information (as defined below), and reimbursement amounts.
9. Privacy: During the term of this Agreement and at any time after, if Client obtains or has access to
“Personal Information”, Client agrees to comply with all applicable privacy laws and to hold and
protect all “Personal Information” in strict confidence and maintain the confidentiality of this
information.
1. “Personal Information” means any information about or concerning an individual
including, but not limited to:
i. An individual’s first name or first initial and his or her last name, or any
information concerning a natural person which, because of name, number,
personal mark, or other identifier, can be used to identify such natural person
whether or not in combination with any one or more of the following data
elements: (A) social security number; (B) driver’s license number or state
identification card number; (C) checking account number, savings account
number or other account number alone if no other information is required to
access such account or otherwise commit identity theft or misuse such
information; (D) credit or debit card number; (E) account passwords or personal
identification numbers, other access codes, or any other accounts or resources;
(F) electronic identification number; (G) digital signatures; (H) biometric data,
including fingerprints; (I) birth date; (J) parent’s legal surname prior to marriage;
(K) identification number assigned by an employer; (L) any individually
identifiable information, in electronic or physical form, regarding the individual’s
medical history or medical treatment or diagnosis by a health care professional;
10. Forms; Programs: Client understands it cannot increase its dues to offset the reimbursement
benefits. Client’s facility must maintain originals of the participating member’s Program Providers
enrollment forms. Client is solely responsible for the membership agreement that Client uses. HC
will provide Client with a copy of the participating Program Provider’s enrollment forms and
Client shall make copies for enrollment. Client will not be allowed to make changes to the
enrollment forms.
11. Information: Pursuant to Section 2, Client must enter all member usage data by the 5th of the
month for the prior month, unless Client uses a system where member usage is collected by HC
for the facility. Client represents, warrants and covenants that all data is accurate and Client will
provide HC all documentation requested by HC, or participating Program Providers. It is Client’s
responsibility to update member information and review the monthly return reports as they are
made available. HC will not be liable for incorrect reimbursements due to Client-entered data
errors. Client also grants HC authority to provide the usage information to the Programs. There
will be a separate monthly charge for each individual club of Client that uses the website; i.e. if
Client owns multiple facilities it will have to pay for each facility as its own separate entity. Client
acknowledges the importance of meeting the timelines and processes for the delivery of
information set forth herein.
12. Workouts: All workouts for these Programs by Client’s members must be performed inside the
walls of Client’s facility.
13. Trademark Usage: All advertisements or other marketing materials referencing a Program
provider’s name, trademark, service mark, logo or other commercial symbol must be approved by
that provider’s legal department prior to publication by Client. Requests can be facilitated
through HC.
14. Indemnification: Liability: Client agrees to defend, indemnify and hold harmless HC, its owners
and affiliates, and each of them, and their respective officers, directors, employees, shareholders,
agents, insurers, and representatives from and against any and all demands, losses, actions,
damages, claims, costs, expenses and liability (including attorneys’ fees) (“Damages”) whether or
not involving any third party claim, that results from or arises out of directly or indirectly: (a) any
act or omission of Client, or breach of this Agreement by Client; (b) any injury or Damage to a
member or other individual at a facility of Client or any other Damages incurred by HC in
connection with it services hereunder; or (c) any Damages incurred by HC as a result of a
suspension of services hereunder in the event that Client does not make timely payment as
provided in Section 5 hereof. HC may defend at Client’s expense any claim against it. HC is not
liable for the acts or omissions of a Program provider, whether related to this Agreement or
otherwise.
15. Litigation: This Agreement, and the respective rights of the parties under this Agreement shall be
governed by and construed under the laws of the state of Minnesota, without application of any
choice of law principal. Any claim, cause of action, suit or demand arising out of or related to this
Agreement, or the relationship of the parties, shall be brought exclusively in the state or federal
courts located in Hennepin County, Minneapolis, Minnesota, and the parties irrevocably consent
to the jurisdiction and venue of such courts. Client hereto agrees that valid service of process may
be affected on it outside of Minnesota by certified mail at the address of its last known principal
office or by any other means authorized under Minnesota law.
16. Entire Agreement: This Agreement, including the documents referenced herein, is the only
agreement between the parties concerning the subject matter hereof and supersedes all prior
agreements, whether written or oral, relating hereto. No purported amendment, modification or
waiver of any provision of this Agreement shall be binding unless set forth in a written document
signed by all parties (in the case of amendments or modifications) or by the party to be charged
thereby (in the case of waivers); provided, however, HC may amend the Fee Structure Schedule,
the Program Details, the Paid-In Full Memberships for the Fitness Reimbursements Program
document, the Cancellation Policy, and any other materials contained in the Welcome Guide at
any time, and as updated from time to time (the “HC Documents”). Copies of this Agreement with
signatures transmitted by facsimile shall be deemed to be original signed versions of this
Agreement.
17. Additional Documents: Client acknowledges that it has read and understands this Agreement, and
the HC Documents. In the event of a conflict between the terms of this Agreement and any of the
foregoing documents, the terms of this Agreement shall control.
18. Facility Liability Insurance: Healthy Contributions’ fitness centers will at its own cost and expense,
maintain (and cause its subcontractors, if any to maintain) the following insurance coverage in full
force: Workers’ Compensation Insurance and Commercial Liability Insurance, with limits of not
less than $1,000,000. The insured must give Healthy Contributions thirty (30) days’ written notice
before the insurance is cancelled or altered in a way that no longer satisfies the requirements.
Healthy Contributions’ fitness centers will need to provide a copy of the current certificate of
liability insurance. Failure to provide a compliant certificate can and will exclude you from certain
plans/programs that are provided within our services.
19. Benefits; Assignment: This Agreement shall inure to the benefit of and shall bind the successors
and permitted times assigns of both parties to this Agreement. Client may not assign or transfer
its interest in this Agreement without the prior written consent of HC.
20. Acknowledgments: Client acknowledges: (A) that HC is not a payor of services, nor an insurer with
respect to any services provided by Client and its only obligation with respect to funds received
by a Program provider is to disburse the funds in accordance with the instructions of the provider;
(B) that HC cannot guarantee that any minimum number of programs will be available to Client
for participation; (C) that HC shall have no obligation to disburse funds hereunder if a Program
provider fails to provide the funds for reimbursement to HC; and (D) that HC has not made any
representation, warranty or guarantee as to any revenue that it may derive from any program.
21. Non-exclusivity: Each party understands and acknowledges that the relationship created hereby is
of a non-exclusive nature, meaning that either party may do business with any other party that
provides the same or similar services.
22. Email: Healthy Contributions may from time to time send emails to the addresses referenced in
the Smart login forms to update of program changes, enhancements and other pertinent
information. These may include communications from health plans or promotional advertisings in
connection with our standard services.
SignatureEmail :
SignatureName : SignaturePosition :
Signature Terms
I have read and agree to the terms and conditions and further acknowledge
Print Terms and affirm the above stated name constitutes my legal and authorized signature.
EXHIBIT J
FINANCING DOCUMENTS
FDD WI H-3
EXHIBIT J-1
GENEVA CAPITAL, LLC FINANCE DOCUMENTS

MASTER EQUIPMENT LEASE AGREEMENT Agreement #
Federal Tax #
CUSTOMER INFORMATION
FULL LEGAL NAME OF CUSTOMER STREET ADDRESS
CITY STATE ZIP PHONE
EQUIPMENT LOCATION:
SUPPLIER INFORMATION
NAME OF SUPPLIER STREET ADDRESS CITY STATE ZIP PHONE
EQUIPMENT DESCRIPTION Equipment Cost $

QUANTITY ITEM DESCRIPTION SERIAL #
RENTAL TERMS RENTAL PAYMENT AMOUNT SECURITY DEPOSIT

Payments of $ . (w/o tax)
Term in months Plus applicable taxes $
Rent Commencement Date: ADVANCE PAYMENT
Rental Payment Period is monthly unless otherwise
indicated $ 1,039.92
END OF LEASE TERMS: Provided the Lease has not terminated early and no event of default under the Lease has
occurred, Customer shall have the following options at the end of the original term. 1. Purchase the equipment
upon expiration of the Lease. 2. Renew the Lease per paragraph 1 of the Master Equipment Lease Agreement. 3.
Return the Equipment to a location designated by Owner per paragraph 5 of the Master Equipment Lease
Agreement.
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE
CANCELED OR TERMINATED BY CUSTOMER.
MASTER TERMS AND CONDITIONS (This Lease Agreement contains provisions set forth on page 2 and any
supplements and/or addendums, all of which are made part of this Agreement)
1. MASTER AGREEMENT: Customer agrees to rent from Owner the personal property described under “EQUIPMENT
DESCRIPTION” and as modified by supplements and/or addendums to this Master Equipment Lease Agreement
(“Agreement”) from time to time signed by Customer and Owner (such property and any upgrades, replacements, repairs
and additions are referred to as “Equipment”). Customer agrees to all of the terms and conditions contained in this
Agreement and any supplement, which together are a complete statement of this Agreement. This Agreement may be
modified only by written agreement, signed by Customer and Owner, and not by course of performance. The term of this
Agreement will begin on the Rent Commencement Date and will continue from the first day of the following Rental Period
for the number of consecutive months provided herein. THE TERM WILL BE EXTENDED, IN ACCORDANCE
WITH THE END OF LEASE TERMS, ON A MONTH TO MONTH RENTAL BASIS UNLESS CUSTOMER
SENDS OWNER WRITTEN NOTICE OF CUSTOMER’S INTENTIONS AT LEAST THIRTY (30) DAYS
BEFORE THE END OF THE ORIGINAL TERM. Customer authorizes Owner to insert in this Agreement any serial
numbers and other identification data about the Equipment, as well as any other omitted factual matters. This Agreement is
the final agreement between the parties; any verbal or written communications prior to this Agreement were done for
negotiation purposes only and are hereby superseded by this Agreement. If any provision of this Agreement is declared
unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in that jurisdiction and all
others. (CONTINUE ON PAGE 2)
OWNER ACCEPTANCE CUSTOMER ACCEPTANCE
If transmitted electronically, via facsimile, email or
similar means you agree that we may treat electronic
record or a paper copy of the output received from
electronic transmission as an original of this written
Agreement.
DATED: 20 DATED: 20
OWNER: GENEVA CAPITAL, LLC CUSTOMER:

522 Broadway St, Ste 4, Alexandria, MN 56308
AUTHORIZED AUTHORIZED
SIGNATURE: SIGNATURE: X____________________________________
TITLE: TITLE:
PERSONAL GUARANTY: As additional consideration for Owner to enter into this Master Equipment Lease
Agreement (“Agreement”), the undersigned (“You”) and for more than one guarantor, jointly, severally, absolutely,
unconditionally, and continually personally guarantee or that the Customer will make all payments and meet all
obligations required under this Agreement and any supplements thereto fully and promptly. You agree that Owner
may make other arrangements with the Customer and You waive all notice of those changes and will remain
responsible for any and all payment and obligations under the Agreement. Owner does not have to notify You if the
Customer is in default. If the Customer defaults, You will immediately pay in accordance with the default
provisions of the Agreement all sums due under the terms of the Agreement and will perform all the obligations of
the Agreement. If it is necessary for Owner to proceed legally to enforce this Guaranty, this Agreement will be
deemed fully executed and performed in, and will be governed by and construed in accordance with the state law in
accordance with Owner’s or Its Assignee’s principal place of business. You expressly consent to jurisdiction of any
state or federal court in Owner’s state or Its Assignee’s principal place of business or any other court so chosen by
Owner. YOU EXPRESSLY CONSENT TO GOVERNING LAW, VENUE PROVIDED HEREIN AND
EXPRESSLY HEREBY WAIVE THE RIGHT TO TRIAL BY JURY FOR ANY CLAIMS, COUNTERCLAIMS,
AND DEFENSES YOU MAY HAVE RELATED TO OR RELATING TO THIS AGREEMENT. You agree to pay
all costs, including attorneys’ fees and costs incurred in enforcement of this Guaranty. You agree to be bound by
paragraph 14 of this Agreement. It is not necessary for Owner to proceed first against the Customer or the
equipment before enforcing this Guaranty against You.
Personal Guarantor (Printed Name) Personal Guarantor Signature DATE ONLY (DO NOT SIGN TITLE)
Personal Guarantor (Printed Name) Personal Guarantor Signature DATE ONLY (DO NOT SIGN TITLE)
(Continued- Page 2) Agreement #
2. NON-CANCELABLE LEASE. This Agreement cannot be canceled or terminated except as expressly provided
herein. THIS AGREEMENT IS A NON-CANCELABLE NET LEASE, AND CUSTOMER’S OBLIGATION
TO PAY ALL RENT AND OWNER’S RIGHTS IN AND TO ALL RENT ARE ABSOLUTE AND
UNCONDITIONAL. CUSTOMER WILL NOT BE ENTITLED TO ANY ABATEMENT OR REDUCTION
OF RENT OR ANY SET-OFF AGAINST RENT FOR ANY REASON, INCLUDING, WITHOUT
LIMITATION, CLAIMS ARISING OR CLAIMED TO ARISE OUT OF STRICT OR ABSOLUTE TORT
LIABILITY OR OWNER’S NEGLIGENCE. THIS AGREEMENT WILL NOT TERMINATE AND
CUSTOMER’S OBLIGATIONS WILL NOT BE AFFECTED BY ANY DEFECT IN, DAMAGE TO, OR LOSS
OF POSSESSION OR USE OF ANY OR ALL OF THE EQUIPMENT. OWNER AND CUSTOMER INTEND
THAT ALL RENT WILL CONTINUE TO BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE
TIMES SET FORTH IN THIS AGREEMENT UNLESS THE OBLIGATION TO DO SO SHALL HAVE BEEN
TERMINATED PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT.
3. RENT. Customer agrees rent is paid in advance and will be payable in installments, each in the amount of the basic
rent payment shown plus any applicable sales tax, use tax, property tax, equipment protection fees, and late charges.
Subsequent installments will be payable on the first day of each rental payment period shown beginning after the Rent
Commencement Date. Owner will have the right to apply all sums, received from Customer, to any amounts due and
owed to Owner under the terms of this Agreement. Customer agrees that Customer owes Owner additional pro rata rent
from date of the receipt of Equipment until the Rent Commencement Date and the Agreement begins. Provided no
events of default have occurred, Owner will allow up to a five percent (5%) discount on the remaining stream of
payments if Customer wishes to pay off early.
4. COMPUTER SOFTWARE: Not withstanding any other terms and conditions of the Agreement, Customer agrees that
as to software only: a) Customer has executed or will execute a separate software license agreement that Owner is not a
party to and has no responsibilities whatsoever in regards to such license agreement or sensitive data stored on
Equipment or software, b) Customer has selected such software as provided in paragraph 6 of this Agreement.
5. OWNERSHIP AND LOCATION OF EQUIPMENT: Owner has purchased the Equipment at the direction of
Customer. Owner has sole ownership and title to the Equipment. Customer will keep and use the Equipment only at
Customer’s address shown on page 1 and Customer agrees not to move it unless Owner agrees to it in advance. At the
end of the Agreement’s term, Unless Equipment is purchased or the Lease is renewed, Customer will return the
Equipment to a location Owner specifies at Customer’s expense. The Equipment must have been inspected and tested
by a source authorized by Owner and paid at Customer’s expense documenting that the Equipment is in full working
order, in complete repair and is in good retail condition acceptable to the Owner. The Owner, reserves the right to
inspect the Equipment (by a source authorized by the Owner) at any time during normal business hours throughout the
lease term. Customer agrees to remove any and all sensitive data stored on Equipment or software at Customer’s
expense.
6. WARRANTIES: OWNER MAKES NO WARRANTY THAT THE EQUIPMENT OR SOFTWARE IS FIT

FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT OR SOFTWARE IS MERCHANTABLE.
CUSTOMER AGREES THAT CUSTOMER HAS SELECTED THE SUPPLIER AND EACH ITEM
INCLUDED IN THIS LEASE BASED UPON CUSTOMER’S OWN JUDGMENT AND DISCLAIM ANY
RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY OWNER. OWNER DOES
NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT
OR SOFTWARE. THE SUPPLIER IS NOT AN AGENT OF OWNER’S AND NOTHING THE SUPPLIER
STATES CAN AFFECT CUSTOMER’S OBLIGATION UNDER THIS AGREEMENT.
7. LOSS OR DAMAGE: Customer is responsible for the risk of loss, destruction of, or damage to the Equipment. No
such loss or damage relieves Customer from the payment obligations under this Agreement. Customer will use the
Equipment with due care and for the purpose for which it is intended. Customer will maintain the Equipment in good
repair, condition and working order, and will furnish, at Customer’s expense; all parts and services needed. All
furnished parts will immediately become Owner’s property and part of the Equipment of this Agreement. Customer
agrees to promptly notify Owner in writing of any loss or damage and Customer will pay to Owner the total of all
unpaid rental payments for the full Agreement term; plus the estimated fair market value of the Equipment at the end of
the originally scheduled term. Any insurance proceeds will be paid to Owner and applied, at Owner’s option, against
any loss or damage. Customer will be liable for the balance due under this Agreement if insurance proceeds are
insufficient to pay off the Lease.
8. COLLATERAL PROTECTION, GENERAL LIABILTY INSURANCE & INDEMITY. Customer agrees to keep the
Equipment fully insured against property damage and/or loss with Geneva Capital, LLC and its Assigns as Loss Payee
in an amount not less than the Original Equipment Cost of $ . until this Agreement is terminated. Customer
also agrees to obtain a $500,000 comprehensive general liability insurance policy and to include Geneva Capital, LLC
as an Additional Insured on the policy. Customer agrees to provide Owner with a complete certificate of insurance
acceptable to Owner, before this Agreement begins. In the event the acceptable certificate is not received or later lapses,
Customer further authorizes Owner as Customer’s attorney-in-fact to enroll Customer in an equipment protection
program through a third party insurance provider and Customer agrees to pay a monthly administrative surcharge to
Owner. Owner is not responsible for any loss or injuries caused by the installation, use or removal of the Equipment.
Customer agrees to hold Owner harmless and reimburse Owner for loss and to defend Owner against any claim for
losses or injury caused by the Equipment. NOTHING IN THIS PARAGRAPH WILL RELIEVE CUSTOMER OF
CUSTOMER’S RESPONSIBILITY FOR LIABILITY INSURANCE COVERAGE ON THIS EQUIPMENT.
9. TAXES AND FEES: Customer agrees to pay when due all taxes (including sales tax, personal property tax, fines and
penalties) relating to this Agreement or the Equipment on a monthly basis. Personal property tax is to be calculated as
1/12th of the estimated tax due and payable annually including any estimated administrative fees that may be charged by
Owner. If Owner pays any of the above for Customer, Customer agrees to reimburse Owner and to pay Owner a charge
for Owner’s handling or collecting of any taxes on Customer’s behalf. Customer also agrees to pay Owner any filing
fees prescribed by the Uniform Commercial Code or other law or, at Owner’s option, a non-filing protection fee.
Customer further agrees to pay Owner an origination fee on the date the first rental payment is due, to cover the
expense of originating the Agreement. Customer agrees Owner may make a profit on any administrative surcharge, or
processing of any taxes and/or fees.
10. ASSIGNMENT: CUSTOMER HAS NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE
EQUIPMENT OR THIS AGREEMENT. Owner may sell, assign, or transfer this Agreement. Customer agrees that
if Owner sells, assigns, or transfers this Agreement, the new owner will have the same rights and benefits that Owner
has now and will not have to perform any of Owner’s obligations. Customer agrees that the rights of the new owner
will not be subject to any claims, defenses, or set offs that Customer may have against Owner.
11. DEFAULT AND REMEDIES: If Customer does not pay any rental payment or other sum due to Owner or Assignee
when due or if Customer breaches any of Customer’s obligations in the Agreement or any other agreement with Owner,
Customer will be in default. If any part of a payment is not received by Owner within 4 days of its due date, Customer
agrees to pay a late charge of 15% of the payment which is late or $15.00, whichever is greater, or if less, the maximum
charge allowed by law. If Customer is ever in default, Owner may retain Customer’s security deposit, elect not to
renew any or all time-out controls programmed within the Equipment, and at Owner’s option, Owner can terminate,
cancel, or accelerate this Agreement and require that Customer pay the remaining balance of this Agreement
(discounted at 6%) and any purchase option due and/or return the equipment to Owner. Owner may recover interest on
the unpaid balance at the rate of 8% per annum. Owner may also use any of the remedies available to Owner under
Article 2A of the Uniform Commercial Code as enacted in the State of Minnesota or the law of Owner or Its Assignee’s
principal place of business or exercise any other remedy provided in law or equity. If any information supplied by
Customer on the credit application or during the credit process is later found to have been falsified or misrepresented;
Owner may file criminal charges against Customer and prosecute to the fullest extent of the law. If Owner refers this
Agreement to an attorney or collection agency for collection, Customer agrees to pay Owner reasonable attorney and
collection fees and actual court costs. If Owner has to take possession of the Equipment, Customer agrees to pay the
cost of repossession including any damage to the Equipment or real property as a result of the repossession. Customer
agrees that Owner will not be responsible to pay Customer any consequential or incidental damages for any default by
Owner under this Agreement. Customer agrees that any delay or failure to enforce Owner’s rights under this
Agreement does not prevent Owner from enforcing any rights at a later time. Customer further authorizes Owner, upon
any event of default, to obtain and use consumer credit reports as may be needed in the evaluation process to determine
acceptable means of remedies and Customer waives any right or claim Customer may otherwise have under the Fair
Credit Reporting Act in absence of this continuing consent. Customer hereby waives all rights under Article 2A
Sections508 – 522.
12. UCC FILINGS AND FINANCIAL STATEMENTS. Customer authorizes Owner to record a UCC-1 financing
statement or similar instrument, and appoint Owner Customer’s attorney-in-fact to execute and deliver such instrument,
in order to show Owner’s secured interest in the Equipment. It is further agreed that Customer’s rights and remedies
are governed exclusively by this Agreement and Customer waives any and all other rights and remedies. Customer
agrees to provide updated financial information (including financial statements and/or tax returns) upon Owner’s
request.
13. SECURITY DEPOSIT. The security deposit is to secure Customer’s performance under this Agreement. Customer
will pay the security deposit on the date Customer signs this Agreement. In the event this Agreement is not fully
completed or consummated, the security deposit will be retained by Owner to compensate Owner for Owner’s
documentation, processing, collection efforts and other expenses. If all conditions herein are fully complied with and
provided there are no events of default to this Agreement per paragraph 11, the security deposit will be refunded to
Customer after the return of the Equipment in accordance with paragraph 5 or the Agreement is paid in full.
14. LAW. THIS AGREEMENT WILL BE DEEMED FULLY EXECUTED AND PERFORMED IN OWNER’S
OR ITS ASSIGNEE’S PRINCIPAL PLACE OF BUSINESS AND WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE STATE LAW IN ACCORDANCE WITH OWNER’S OR ITS ASSIGNEE’S
PRINCIPAL PLACE OF BUSINESS. CUSTOMER EXPRESSLY CONSENTS TO JURISDICTION OF ANY
STATE OR FEDERAL COURT IN OWNER’S STATE OR ITS ASSIGNEE’S PRINCIPAL PLACE OF
BUSINESS OR ANY OTHER COURT SO CHOSEN BY OWNER. CUSTOMER EXPRESSLY CONSENTS TO
GOVERNING LAW, VENUE PROVIDED HEREINAND EXPRESSLY HEREBY WAIVES THE RIGHT TO
TRIAL BY JURY FOR ANY CLAIMS, COUNTERCLAIMS, AND DEFENSES CUSTOMER MAY HAVE
RELATED TO OR RELATING TO THIS AGREEMENT.
AUTHORIZED SIGNATURE DATE

Revised 6/7/14
Geneva Capital, LLC
522 Broadway St, Ste 4
Alexandria, MN 56308
320‐762‐8400

Credit Release Language

Credit Release & Information Verification:
By signing this application the applicant(s) certifies that all information contained in this application, and
all attachments hereto, are true and accurate to the best of the applicant(s) knowledge and are made
for the purpose of obtaining credit for business purposes, and not for personal or family use. The
applicant(s) hereby authorize Geneva Capital, LLC and its assigns to obtain and use consumer credit
reports on the undersigned, now and from time to time, as may be needed in the credit evaluation and
review process and waives any right or claim the applicant(s) would otherwise have under the Fair
Credit Reporting Act in absence of this continuing consent. The applicant(s) further authorize any
government agency, bank or financial institution to release credit information on the applicant’s(s)
accounts to Geneva Capital, LLC and its assigns. If credit is extended, Applicant agrees that submitting an
electronic, photocopy or facsimile copy of a signed authorization shall be deemed to be binding, valid,
genuine and authentic as an original‐signature document for all purposes. The applicant(s) further
authorize Geneva Capital, LLC to mail, fax or e‐mail solicitations of future lease financing services to
applicant.

X _______________________________________________ __________
EXHIBIT J-2
BAYCAP FINANCE DOCUMENTS

EXHIBIT J-2-1
423 S. Pacific Coast Hwy, Suite 201
Redondo Beach, CA 90277
Agreement # ____
Tel: (310) 944-9900
Fax: (310) 944-9947
www.baycap.net
__________, 20__
Dear ,
Thank you for selecting Baycap for your financing needs. The attached legal documents are required to complete
the transaction. Please read through this instruction letter carefully and sign your name where indicated. Do not
make any changes to the documents. In the event that Baycap is required to prepare and send additional or
replacement documents, you may be assessed an additional documentation fee.
Please provide your Federal Tax ID number: ____________________________________
A representative of Baycap, LLC will be contacting you to conduct a telephone audit to review the terms of your
contract. In your absence, you may opt to authorize an alternate person to complete the telephone audit with
Baycap by completing the attached optional authorization addendum.
Please provide additional billing contact information as is applicable to your company:
Billing Contact(s):
Name: Name:
Phone: Phone:
E-Mail: E-Mail:
After you have signed all the documents, make a copy for yourself. Return all of the documents via overnight
delivery to:
Baycap, LLC
423 S Pacific Coast Hwy, Suite 201
Please also include:
 A check made payable to Baycap, LLC for the initial deposit of $0.00 which includes a documentation and
processing fee. The deposit check must be drawn from the ________________________ business
checking account.
 A clear copy of each signors driver’s license, including those of any and all persons signing as witnesses.
Please feel free to contact ___________ at 310-944-9900 if you have any questions.
Thank you,
Funding Administrator
EQUIPMENT LEASE AGREEMENT
Agreement # ____
www.baycap.net
This document was written in "Plain English". The words YOU and YOUR refer to the customer. The words WE, US and OUR refer to the Lessor. Every
attempt has been made to eliminate confusing language and create a simple, easy-to-read document.
THIS IS A NONCANCELABLE/IRREVOCABLE LEASE. THIS LEASE CANNOT BE CANCELLED OR TERMINATED.
CUSTOMER INFORMATION Federal Tax ID # ___________ PAYMENT TERMS

_______________________________ Term in Months: ____
FULL LEGAL NAME OF CUSTOMER Payment Months 1 – __: $0.00 (Plus Applicable Sales Taxes)
# Advance Payments: ____
________________________
D/B/A
Security Deposit: $0.00
Documentation Fee: $0.00
________________________ Total Advance Payment: $0.00
STREET ADDRESS End of Term: Fair Market Value Purchase Option
________________________ ______ ______ ___________

CONTINUING GUARANTY
As additional inducement for us to enter into the Agreement, the
________________________________________________ undersigned ("you"), jointly and severally, unconditionally personally
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) guarantees that the customer will make all payments and meet all
obligations required under this Agreement and any supplements fully and
SUPPLIER INFORMATION promptly. You agree that we may make other arrangements including
compromise or settlement with the customer and you waive all defenses
________________________ and notice of those changes and will remain responsible for the payment
NAME OF SUPPLIER and obligations of this Agreement. We do not have to notify you if the
customer is in default. If the customer defaults, you will immediately pay in
________________________
STREET ADDRESS
accordance with the default provision of the Agreement all sums due under
the terms of the Agreement and will perform all the obligations of the
________________________ ______ ______ ___________ Agreement. If it is necessary for us to proceed legally to enforce this
CITY STATE ZIP PHONE guaranty, you expressly consent to the jurisdiction of the court set out in
paragraph 14 and agree to pay all costs, including reasonable attorneys
EQUIPMENT DESCRIPTION fees incurred in enforcement of this guaranty. It is not necessary for us to
proceed first against the customer or the Equipment before enforcing this
Qty Item Description Model No. Serial Number guaranty. By signing this guaranty, you authorize us and any assignee to
obtain credit bureau reports for credit and collection purposes.
X
Signature Date
Customer agrees that by providing us with a telephone number for a
cellular phone or other wireless device, Customer is expressly consenting
to receiving communications (for NON-Marketing or solicitation purposes)
at that number, including, but not limited to, prerecorded or artificial voice
message calls, text messages, and calls made by an automatic telephone
dialing system – from Lessor, or its assigns, and its affiliates and agents at
that number. This express consent applies to each such telephone number
you provide to us now or in the future and permits such calls. These calls
and messages may incur access fees from your cellular provider.
CUSTOMER ACCEPTANCE DATED:

CUSTOMER:
SIGNATURE: X
TITLE:
LESSOR ACCEPTANCE DATED:

LESSOR: Baycap, LLC
SIGNATURE: X
TITLE:
10118 REV 1/14 1

TERMS AND CONDITIONS Agreement # ____
1. LEASE AGREEMENT: You agree to lease from us the personal property described under 10. INSURANCE AND INDEMNITY: You agree to keep the equipment fully insured against
"EQUIPMENT DESCRIPTION" and as modified by supplements to this Master Agreement from time loss with us as loss payee in an amount not less than the replacement cost until this Agreement is
to time signed by you and us (such property and any upgrades, replacements, and additions referred terminated. You also agree to obtain a general public liability insurance policy with a minimum limit
to as "Equipment") for business purposes only. You agree to all of the terms and conditions contained of $1,000,000 from anyone who is acceptable to us and to include us as an insured on the policy.
in this Agreement and any supplement, which together are a complete statement of our Agreement You agree to provide us certificates or other evidence of insurance acceptable to us, before this
regarding the listed equipment ("Agreement") and supersedes any purchase order or outstanding Agreement begins or, at our sole discretion, we may waive this requirement and we will bill you
invoice. This Agreement may be modified only by written agreement and not by course of and you will pay a monthly property damage surcharge of up to .0035 of the original equipment
performance. This Agreement becomes valid upon execution by us. If any provision of this Agreement cost related to our administrative costs, and credit risk and other costs and on which we may make
is declared unenforceable in any jurisdiction, the other provisions herein shall remain in full force and a profit. As long as you are not in default at the time of the loss (excluding losses resulting from
effect in that jurisdiction and all others. Equipment located in various states is subject to sales tax laws intentional acts), the remaining balance owed on the Agreement will be forgiven under this
which require that tax be paid up front. You authorize us to advance tax. You authorize us to insert or program. You cannot be in default and benefit from this program. NOTHING IN THIS
correct missing information on this lease including your proper legal name, address, serial numbers PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE
and any other numbers describing the Equipment. COVERAGE ON THIS EQUIPMENT. YOU WILL BE IN DEFAULT IF YOU DO NOT HAVE AN
INSURANCE POLICY(IES) IN PLACE AT ALL TIMES DURING THE TERM OF THE
2. RENT AND ADVANCE PAYMENTS: Rent will be payable in installments, each in the amount AGREEMENT WITH COVERAGES AND LIMITS OUTLINED ABOVE. We are not responsible
of the basic lease payment shown plus any applicable sales tax, use tax, or property tax as indicated for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us
on the front of the Agreement. We will have the right to apply all sums, received from you, to any harmless and reimburse us for loss and to defend us against any claim for costs, losses or injury
amounts due and owed to us under the terms of this Agreement. In the event this Agreement is not caused by the Equipment or its use or related to this Agreement. Your indemnity obligation
commenced for any reason, the total Advance Payment and any and all other monies collected will be includes any cost, expense or liability we incur, including court costs, attorney fees, interest and
retained by us to compensate us for our documentation, processing and other expenses at our sole penalties.
discretion. If for any reason, your check is returned for nonpayment, a $35.00 bad check charge will
be assessed and be immediately due. 11. TAXES AND FEES: You agree to pay when due all taxes (including personal property tax,
fines and penalties) and fees relating to this Agreement or the Equipment. If we pay any of the
3. INTERIM RENT: You agree to pay to Lessor interim rent. Interim rent shall be a pro-rated amount above for you, you agree to reimburse us and to pay us a processing fee for each payment we
equal to 1/30th of the monthly rental, multiplied by the number of days between the equipment make on your behalf. We will file all personal property, use or other tax return and you agree to
acceptance date and the first payment due date. In the event that all monthly payments are not equal, pay us a processing fee for making such filings. In addition, you also agree to pay us any filing
interim rent will be calculated from the most common monthly payment. fees prescribed by the Uniform Commercial Code or other law and reimburse us for all costs and
expenses involved in documenting, servicing and terminating this transaction. You also
4. END OF TERM: At the end of the initial term or any renewal term, if the End of Term acknowledge that in addition to the lease payments, we may assess and you may be required to
payment type shown on the front of the Agreement is listed as a purchase option and you pay additional taxes and/or fees. Such fees may not only cover our costs they may also include a
provide us written notice at least 60 days before the expiration of the term, you will have the profit.
option to (a) Purchase the equipment from us on a “where is, as is” basis for the amount
indicated on the front of the Agreement, payable in a single sum, which may be a percentage 12. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE
of the amount originally invoiced to us by all suppliers, (b) Return the equipment per the terms of THE EQUIPMENT OR THIS AGREEMENT. You understand that we, without prior notice, have
paragraph 5 or (c) Renew the Agreement under the same terms on a monthly basis. Failure to the right to assign this Agreement to another financing source without your consent to such
notify us of which option is to be exercised will constitute exercise of the Renewal Option. If the End of assignment. You understand that our assignee will have the same rights and benefits but they do
Term payment type shown on the front of the Agreement is a Purchase Upon Termination (P.U.T.), not have to perform any of our obligations, which will remain with us. You agree that the rights of
you are obligated to pay the amount indicated, payable in a single sum, which may be a assignee will not be subject to any claims, defenses, or setoffs that you may have against us.
percentage of the amount originally invoiced to us by all suppliers. If the End of Term payment
13. DEFAULT AND REMEDIES: If you do not pay any lease payment or other sum due to us
is less than $150.00, no notice is required under the Agreement.
or other party when due or if you break any of your promises in the Agreement or any other
Agreement with us, you will be in default. If you have misrepresented any information, knowingly
5. LOCATION AND RETURN OF EQUIPMENT: You will keep and use the Equipment only at
or unknowingly, regarding the equipment, your business or personal credit or financial condition,
your address shown on the front of the Agreement and you agree not to move it unless we agree to it.
you will be in default. If you fail to have an insurance policy(ies) in place or fail to provide us
We may inspect the Equipment at any time during normal business hours. At the end of the
certificates or other evidence of such insurance policy(ies) at any time during the term of the
Agreement's term, you will return the Equipment to a location we specify at your expense, in retail
Agreement, you will be in default. If you declare bankruptcy or insolvency or if you dissolve or
resaleable condition, full working order, and in complete repair. If any repairs are needed to restore
terminate your entity existence or take actions regarding the cessation or winding up of your
the equipment to retail, resaleable condition, you will reimburse us for repair costs.
business affairs, you will be in default. If any part of a payment is late, you agree to pay a late
charge of 10% of the payment which is late or if less, the maximum charge allowed by law. If you
6. SECURITY DEPOSIT: The security deposit is payable upon execution and non interest bearing
are ever in default, we may retain your security deposit and any and all other monies collected
and is to secure your performance under this Agreement and may be commingled with our other
and at our option, we can terminate or cancel this Agreement and require that you pay (1) the
assets. Any security deposit made may be applied by us to satisfy any amount owed by you, in which
unpaid balance of this Agreement (discounted at 4%); (2) the amount of any end of term payment
event you will promptly restore the security deposit to its full amount as set forth above. If all
and if none is specified, 20% of the original equipment cost which represents our anticipated
conditions herein are fully complied with and provided you have not ever been in default of this
residual value in the equipment; (3) and return the equipment to us to a location designated by us.
Agreement per paragraph 13, the security deposit will be refunded to you after the return of the
We may recover interest on any unpaid balance at the rate of 8% per annum. We may also use
equipment in accordance with paragraph 5 or purchase of the equipment in accordance with
any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted
paragraph 4.
in the State of California or any other law. If we refer this Agreement to an attorney for collection,
you agree to pay our reasonable attorney's fees and actual court costs. If we have to take
7. OWNERSHIP OF EQUIPMENT AND UCC FILINGS: We are the owner of the Equipment
possession of the equipment, you agree to pay the cost of repossession. YOU AGREE THAT WE
and have sole title to the Equipment (excluding software). You agree to keep the equipment free and
WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL
clear of all liens, claims and encumbrances. You grant us a security interest in the equipment if this
DAMAGES FOR ANY DEFAULT BY US UNDER THIS AGREEMENT. You agree that any delay
agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing
or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights
statement or similar instrument in order to show our interest in the Equipment.
at a later time. It is further agreed that your rights and remedies are governed exclusively by this
Agreement and you waive lessee's rights under Article 2A (508-522) of the UCC.
8. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, OR THAT
THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS
MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM 14. LAW: This Agreement will be deemed fully executed and performed in the State of California
OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON or in the home state of our assignee as it may be assigned per paragraph 12. This Agreement
ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE DO NOT TAKE shall be governed by and construed in accordance with the laws of the State of California or the
RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. THE laws of the home state of our assignee. You expressly and unconditionally consent to the
SUPPLIER IS NOT AN AGENT OF OURS AND NOTHING THE SUPPLIER STATES CAN AFFECT jurisdiction and venue of any court in the State of California and County of Los Angeles or in the
YOUR OBLIGATION UNDER THE AGREEMENT. YOU WILL CONTINUE TO MAKE ALL home state and county, parish, or borough of our assignee as it may be assigned per paragraph
PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT 12 and waive the right to trial by jury for any claim or action arising out of or relating to this
AGAINST SUPPLIER. If Agreement includes financing for software licenses, then you agree that as Agreement or the Equipment. Furthermore, you waive the defense of inconvenient forum.
to such software: (a) We have not had, do not have, nor shall have any title to such software, but
instead is only providing financing for the license(s). (b) You have executed or will execute a separate 15. DELIVERY OF ORIGINALS AND FINANCIAL INFORMATION: You agree to submit
software license agreement and we are not a party to and have no responsibilities whatsoever, e.g., the original master lease documents with the total advance payment and any security deposit to
fees or other payments, in regard to such license agreement and supplier is solely responsible for all Lessor or its assignee via overnight courier the same day of the facsimile or other electronic
support, billing and collection of which may be done by us. (c) You have selected such software. (d) transmission of the lease documents. Should we fail to receive these originals, you agree to be
Your payment and other obligations under this Agreement shall in no way be diminished on account bound by the faxed or other electronic copy of this agreement with appropriate signatures on the
of or in any way related to the above said software license agreement and/or the supplier’s document. Lessee waives the right to challenge in court the authenticity of a faxed or other
obligations. WE MAKE ABSOLUTELY NO WARRANTY OF ANY KIND IN REGARDS TO SUCH electronic copy of this agreement and the faxed or electronic copy shall be considered the original
SOFTWARE AND HAVE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR and shall be the binding agreement for the purposes of any enforcement action under paragraph
PERFORMANCE OF SUCH SOFTWARE. 13. During the term of this Agreement, you agree to provide us in a timely fashion with all credit
information, financial statements and copies of federal or state tax returns as we may reasonably
9. LOSS OR DAMAGE: You are responsible for the risk of loss or for any destruction of or damage request.
to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to X
us the total of all unpaid lease payments for the full lease term plus the estimated fair market value of
the Equipment at the end of the originally scheduled term, all discounted at four percent (4%) per
Customer Signature Title
year. Any proceeds of insurance will be paid to us and credited, at our option, against any loss or
damage.
10118 REV 1/14 2

NOTARY SIGNATURE VERIFICATION
Agreement # ____
www.baycap.net
THIS DOCUMENT MUST BE COMPLETED IN THE PRESENCE OF A NOTARY PUBLIC.

Agreement Number:
Customer Name:
Individual Signor’s Name:

By: X
(Signature)
Name:

By: X
(Signature)
Name:
NOTARY CERTIFICATE OF ACKNOWLEDGMENT
State of _________________________ County/Parish/Borough of ___________________________
On ____________________________________ before me, __________________________________________________________,

(Date) (Here insert the name and title of the officer)
personally appeared ___________________________________________________________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of ________________________________ that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
_____________________________________________
Signature of Notary Public (Notary Seal)
NOTE: A FACSIMILE OF THIS VERIFICATION WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL.
NOTARY REV04/11
PROGRESS PAYMENT ADDENDUM
Agreement # ____
www.baycap.net
Addendum to Agreement # ____ dated ________________________, between ________________ as Customer and

Baycap, LLC as Lessor.
You acknowledge that you understand and agree that in the event you are not satisfied with the delivery or installation of the
Equipment that you shall only look to persons other than Lessor such as the manufacturer, installer, or Supplier and shall not
assert against Lessor any claim or defense you may have with reference to the Equipment, its delivery or non-delivery, or its
installation. Upon your signing below, you authorize us to pay the below Supplier and your promises herein will be
irrevocable and unconditional in all respects and payments shall begin immediately and shall be due continuously hereafter.
In reliance on your promise to pay we will purchase the Equipment from the Supplier, and you may contact the Supplier
for your warranty rights (if any, which we transfer to you) which are not the Lessor’s responsibility.
__________________ is the Supplier for the equipment and the Customer understands that payments shall begin on the
same date that the Customer executes this agreement and shall be continuous thereafter per the terms of the Agreement.
will be paid to Supplier upon execution of this agreement.
will be paid to Supplier upon delivery.
will be paid to Supplier upon final verbal verification by Customer after completion of delivery and installation.
In consideration of our offering this option and to compensate us for our additional cost, you further agree to pay an additional
fee up to $100. This fee is due on the date the first Agreement payment is due.
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make
such changes. This Addendum supersedes any delivery and acceptance or certificate of acceptance but in all other
respects the terms and conditions of the Agreement remain in full force and effect.
Baycap, LLC
Lessor Customer
X X
Signature Signature
Title Title
Date Date
NOTE: SIGNOR OF THIS ADDENDUM MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS ADDENDUM WITH SIGNATURE SHALL BE
CONSIDERED TO BE AN ORIGINAL.
10170 REV04/09
REQUEST FOR CERTIFICATE OF INSURANCE
Agreement # ____
www.baycap.net
Date:
TO: Customer’s Insurance Agent
Name of Agency:
Address:
City, State Zip:
Agent:
Phone:
Fax:
E-Mail:
We have entered into an Agreement with Baycap, LLC. This is a “NET” Agreement and we are responsible for the insurance. The insurance
policy must be for the full replacement cost and include a provision for the following requirements:
COMPREHENSIVE GENERAL LIABILITY/PROPERTY DAMAGE COVERAGE:
PLEASE SHOW AS ADDITIONAL INSURED AND LOSS PAYEE ON THE CERTIFICATE OF INSURANCE:
Baycap, LLC and/or its Assigns

I authorize the above agent to immediately place the insurance coverage required for the described item(s). Please issue a
binder of insurance to the above named Additional Insured and Loss Payee via fax or e-mail with an original sent to Baycap by U.S.
mail within 30 days.
This Certificate should indicate the following: “It is agreed that Baycap, LLC will be notified in writing 10 days prior to cancellation or other
material change in the conditions of this policy”.
Customer
X
Signature
Title
Date
NOTE: SIGNOR OF THIS AGREEMENT MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS AGREEMENT WITH SIGNATURE SHALL
BE CONSIDERED TO BE AN ORIGINAL.
10183 REV01/10
WAIVER AND CONSENT FORM
Agreement # ____
www.baycap.net
Reference is made to that certain Agreement dated ________________________between _____________________________ as

(“Customer”) and Baycap, LLC as ("Lessor”), covering the personal property described therein and personal property listed on any
supplements to that Agreement (“Personal Property") located at:
(Street Address) (“Premises”)

in which the undersigns holds an interest (either as owner or lienholder). In this connection, Lessor require his Waiver and Consent so that
said Personal Property will not be deemed real estate or subject to any claims of the undersigned.
In consideration of Lessor entering into said Agreement, the undersigned owner or lienholder of Premises on which the Personal Property
will be placed agrees as follows:
1. It is the intention of all parties that said Personal Property regardless of the manner or attachment shall remain personal property and
shall not become realty as a result of being placed in said Premises.
2. The undersigned hereby expressly consents to the installation of the Personal Property on the Premises and waives all right, title,
and interest in and to said Personal Property and agrees that Lessor may, at a reasonable time, enter upon the Premises for the
purpose of removing said Personal Property regardless of the manner by which it is attached to realty, and may remove and retake
said Personal Property without interference. Lessor will reimburse the undersigned for a reasonable amount for damage caused in
the removal of the Personal Property but will not be responsible for returning the Premises to the condition that existed prior to
installation of the Personal Property. If a password is required for access to the Premises or the Personal Property, the undersigned
agrees to provide same to Lessor or its agent upon request. Lessor will have no responsibility for any past due rent or other fees,
charges or amounts owed by Customer to the undersigned.
3. The undersigned further waives each and every right now or hereafter possessed under the laws of the State of California or any
other state where the Premises are located and/or by virtue of the provisions of any lease covering said Premises now in effect or
hereafter executed to levy on or distrain for rent against the Personal Property.
4. The undersigned will give Lessor at least 30 days written notice upon the termination of any lease or space agreement or foreclosure
of any mortgage covering the Premises and will allow Lessor access to the Premises to remove the Personal Property.
5. If there are any conflicting terms between this Waiver and Consent form and the lease or space agreement covering the Premises
between Customer and the undersigned, this Waiver and Consent form shall control.
The complete legal land description of such street address is:
In the City of
State of
County of
Landlord/Mortgagee Name
X
Signature
Address
Telephone Number Facsimile Number
Date
NOTE: A FACSIMILE OF THIS WAIVER WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL.
10233 REV07/10
ELECTRONIC PAYMENT FORM
Agreement # ____
www.baycap.net
________________ hereby requests and authorizes Lessor or its assigns to initiate debit and/or credit entries on the due
date per this Agreement for the agreed amount due per Agreement # ____ to the Depository Account designated below and
authorizes the Depository Financial Institution (Bank) designated below to debit and/or credit same to such account. This
Agreement shall continue until the termination of Agreement # ____ per the terms listed on the schedule or until Lessor or its
assigns has received written notification, return receipt requested from Customer, of its termination in such time and in such
manner as to afford Lessor and Bank a reasonable opportunity to act on it.
Name of Bank City/State/Zip
Bank Transit / ABA No. Account Number
Please Print Name and Title of Authorized Signer
*********************************************************************************************
PLEASE ATTACH A VOIDED CHECK COPY FOR ACCOUNT VERIFICATION
*********************************************************************************************
By signing this payment form, Customer acknowledges the above change to the Agreement and authorizes Lessor to
make such change. In all other respects the terms and conditions of the Agreement remain in full force and effect.
Customer
X
Signature
Title
Date
10296 REV04/09
AUTHORIZATION ADDENDUM –
CUSTOMER OPTION
Agreement # ____
www.baycap.net
Addendum to Agreement # ____ between Baycap, LLC as Lessor or Secured Party and _________________________ as
Customer. Completion of this Authorization Addendum is at the sole option of Customer and is not required by
Baycap to finalize the Agreement. In the event that this document is not returned, Baycap will conduct the verification of the
agreement terms and supplier payment authorization with the signor on the front of the Agreement or other customer contacts
previously provided to Baycap.
The following listed person(s) are hereby authorized to conduct the verification of the agreement terms with a representative
of Baycap and to authorize payment to the Supplier(s). Alternate authorized contacts may be added in the numbered area
provided. If additional alternate authorized contacts are needed, please print, complete, and sign additional copies of this
document.
1.
Authorized Individual’s Name Authorized Individual’s Title
Contact Phone Number Alternate Phone Number Best Time to Call
2.
Alternate Authorized Individual’s Name Alternate Authorized Individual’s Title
Optional Selections:
I, the undersigned, do not authorize an alternate contact to conduct the verification, including any alternate
contact listed above. Please only contact me to conduct the verification.
I, the undersigned, prefer to perform this verification via e-mail. Please send an e-mail to me at the following
address: _________________________________________________.
I, the undersigned, authorize this verification to be performed via e-mail to the Alternate Authorized Individual
listed above. Please send an e-mail to him/her at the following address:
Alternate Authorized Individual’s Name E-Mail Address
The undersigned hereby certifies, represents and warrants that the individual(s) listed above are authorized for
and on behalf of ___________________________ to confirm and verify details of the above referenced
agreement, including, but not limited to, the receipt and functionality of the equipment, the terms and conditions of
the agreement, and to authorize payment to the supplier(s).
Customer
X
Signature
Title
Date
NOTE: SIGNOR OF THIS ADDENDUM MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS ADDENDUM WITH SIGNATURE
SHALL BE CONSIDERED TO BE AN ORIGINAL.
ALTAUTH REV11/13
ACCEPTANCE OF DELIVERY
Agreement # ____
www.baycap.net
You certify that all the equipment listed on the above referenced Agreement has been furnished, that delivery and installation has been fully
completed and satisfactory. Further, all conditions and terms of this Agreement have been reviewed and acknowledged. Upon your signing
below, your promises herein will be irrevocable and unconditional in all respects. You understand and agree that we have purchased the
equipment from the supplier, and you may contact the supplier on the above referenced Agreement for your warranty rights, which we
transfer to you for the term of the Agreement. Your approval as indicated below of our purchase of the equipment from the supplier is a
condition precedent to the effectiveness of this Agreement.
Customer warrants that the present location of the equipment is:
Customer
X
Signature
Title
Date
10000 REV01/10
EXHIBIT J-2-2
423 S. Pacific Coast Hwy, Suite 201 Agreement # _____
Tel: (310) 944-9900
Fax: (310) 944-9947
www.baycap.net
_________, 20___
Dear Sir or Madam,
Thank you for selecting Baycap for your financing needs. The attached legal documents are required to complete
the transaction. Please read through this instruction letter carefully and sign your name where indicated. Do not
make any changes to the documents. In the event that Baycap is required to prepare and send additional or
replacement documents, you may be assessed an additional documentation fee.
Please provide your Federal Tax ID number: ____________________________________
A representative of Baycap, LLC will be contacting you to conduct a telephone audit to review the terms of your
contract. In your absence, you may opt to authorize an alternate person to complete the telephone audit with
Baycap by completing the attached optional authorization addendum.
Please provide additional billing contact information as is applicable to your company:
Billing Contact(s):
Name: Name:
Phone: Phone:
E-Mail: E-Mail:
After you have signed all the documents, make a copy for yourself. Return all of the documents via overnight
delivery to:
Baycap, LLC
423 S Pacific Coast Hwy, Suite 201
Please also include:
• A check made payable to Baycap, LLC for the initial deposit of __________ which includes a
documentation and processing fee. The deposit check must be drawn from your business checking
account.
• A clear copy of each signors driver’s license, including those of any and all persons signing as witnesses.
Please feel free to contact Baycap at 310-944-9900 if you have any questions.
Thank you,
Funding Department
EQUIPMENT FINANCE AGREEMENT
423 S. Pacific Coast Hwy, Suite 201 Agreement # ____
www.baycap.net
This document was written in "Plain English". The words YOU and YOUR refer to the customer. The words WE, US and OUR refer to the Secured Party.
Every attempt has been made to eliminate confusing language and create a simple, easy-to-read document.
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED.
CUSTOMER INFORMATION Federal Tax ID # 12-3456789 PAYMENT TERMS

_______________________________ Term in Months: 36
FULL LEGAL NAME OF CUSTOMER Payment Month 1: $0.00
Payment Months 2 – 36: $0.00
_______________________________
D/B/A
# Advance Payments: 1
Security Deposit: $0.00
_______________________________ Documentation Fee: $0.00
STREET ADDRESS Total Advance Payment: $0.00
End of Term: $0.00
_______________________________ ______ ______ ____________
CONTINUING GUARANTY
________________________________________________ As additional inducement for us to enter into the Agreement, the
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) undersigned ("you"), jointly and severally, unconditionally personally
guarantees that the customer will make all payments and meet all
SUPPLIER INFORMATION obligations required under this Agreement and any supplements fully and
promptly. You agree that we may make other arrangements including
_______________________________ compromise or settlement with the customer and you waive all defenses
NAME OF SUPPLIER and notice of those changes and will remain responsible for the payment
and obligations of this Agreement. We do not have to notify you if the
_______________________________
STREET ADDRESS
customer is in default. If the customer defaults, you will immediately pay in
accordance with the default provision of the Agreement all sums due under
_______________________________ ______ ______ ____________ the terms of the Agreement and will perform all the obligations of the
CITY STATE ZIP PHONE Agreement. If it is necessary for us to proceed legally to enforce this
guaranty, you expressly consent to the jurisdiction of the court set out in
EQUIPMENT DESCRIPTION paragraph 14 and agree to pay all costs, including attorneys fees incurred
in enforcement of this guaranty. It is not necessary for us to proceed first
Qty Item Description Model No. Serial Number against the customer or the Equipment before enforcing this guaranty. By
signing this guaranty, you authorize us and any assignee to obtain credit
bureau reports for credit and collection purposes.
X
Signature Date
X
Signature Date
Customer agrees that by providing us with a telephone number for a
cellular phone or other wireless device, Customer is expressly consenting
to receiving communications (for NON-Marketing or solicitation purposes)
at that number, including, but not limited to, prerecorded or artificial voice
message calls, text messages, and calls made by an automatic telephone
dialing system – from Secured Party, or its assigns, and its affiliates and
agents at that number. This express consent applies to each such
telephone number you provide to us now or in the future and permits such
calls. These calls and messages may incur access fees from your cellular
provider.
CUSTOMER ACCEPTANCE DATED:

CUSTOMER:
SIGNATURE: X
TITLE:
SECURED PARTY ACCEPTANCE

DATED:
SECURED PARTY: Baycap, LLC
SIGNATURE: X
TITLE:
10069 REV 8/14 1

TERMS AND CONDITIONS Agreement # ____
1. FINANCE AGREEMENT: Subject to the terms of this Equipment Finance Agreement signed by 11. INSURANCE AND INDEMNITY: You agree to keep the equipment fully insured against
you and us, rather than pay cash, you have chosen to request we finance for you the purchase price loss with us as loss payee in an amount not less than the replacement cost until this Agreement is
of personal property described under "EQUIPMENT DESCRIPTION" and as modified by terminated. You also agree to obtain a general public liability insurance policy with a minimum limit
supplements to this Master Agreement (such personal property and any upgrades, replacements, of $1,000,000 from anyone who is acceptable to us and to include us as an insured on the policy.
repairs and additions referred to as "Equipment") which you will use for business purposes only. You agree to provide us certificates or other evidence of insurance acceptable to us, before this
You hereby grant to us a first priority, purchase money security interest in the Equipment and its Agreement begins or, at our sole discretion, we may waive this requirement and we will bill you
proceeds to secure your obligations hereunder and under all other agreements with us, and you and you will pay a monthly property damage surcharge of up to .0035 of the original equipment
agree to all of the terms and conditions contained in this Agreement which together are a complete cost related to our administrative costs, and credit risk and other costs and on which we may make
statement of our agreement regarding the Equipment (this "Agreement"). This Agreement may be a profit. As long as you are not in default at the time of the loss (excluding losses resulting from
modified only by written agreement and not by course of performance. This Agreement becomes valid intentional acts), the remaining balance owed on the Agreement will be forgiven under this
upon execution by us. If any provision of this Agreement is declared unenforceable in any jurisdiction, program. You cannot be in default and benefit from this program. NOTHING IN THIS
the other provisions herein shall remain in full force and effect in that jurisdiction and all others. You PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE
authorize us to insert or correct missing information on this agreement including your proper legal COVERAGE ON THIS EQUIPMENT. YOU WILL BE IN DEFAULT IF YOU DO NOT HAVE AN
name, address, serial numbers and any other numbers describing the Equipment. INSURANCE POLICY(IES) IN PLACE AT ALL TIMES DURING THE TERM OF THE
AGREEMENT WITH COVERAGES AND LIMITS OUTLINED ABOVE. We are not responsible
2. PAYMENTS AND TOTAL ADVANCE PAYMENT: Payments will be paid in installments, for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us
each in the amount of the payment shown on the front of the Agreement. We will have the right to harmless and reimburse us for loss and to defend us against any claim for costs, losses or injury
apply all sums received from you to any amounts due and owed to us under the terms of this caused by the Equipment or its use or related to this Agreement. Your indemnity obligation
Agreement. In the event this Agreement is not commenced for any reason, the Total Advance includes any cost, expense or liability we incur, including court costs, attorney fees, interest and
Payment and any and all other monies collected will be retained by us to compensate us for our penalties.
documentation, processing and other expenses at our sole discretion. If for any reason, your check or
payment is returned or rejected for nonpayment, a $35.00 bad check charge will be assessed and be 12. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE
immediately due. THE EQUIPMENT OR THIS AGREEMENT. You understand that we, without prior notice, have
the right to assign this Agreement to another financing source without your consent to such
3. INTERIM RENT: You agree to pay to Secured Party interim rent. Interim rent shall be a pro-rated assignment. You understand that our assignee will have the same rights and benefits but they do
amount equal to 1/30th of the monthly rental, multiplied by the number of days between the not have to perform any of our obligations, which will remain with us. You agree that the rights of
equipment acceptance date and the first payment due date. In the event that all monthly payments assignee will not be subject to any claims, defenses, or setoffs that you may have against us.
are not equal, interim rent will be calculated from the most common monthly payment.
13. DEFAULT AND REMEDIES: If you do not pay any payment or other sum due to us or
4. NONCANCELLABLE AGREEMENT AND PREPAYMENT: This is a noncancellable other party when due or if you break any of your promises in the Agreement or any other
agreement and may not be cancelled by you for any reason whatsoever. You may prepay only in Agreement with us, you will be in default. If you have misrepresented any information, knowingly
accordance herewith. In the event you decide that this Agreement is to be paid off prior to end of or unknowingly, regarding the equipment, your business or personal credit or financial condition,
full term, you will pay us all amounts due plus all future payments discounted to a present value you will be in default. If you fail to have an insurance policy(ies) in place or fail to provide us
using a 4% annual rate (in addition to all other accrued and unpaid charges including but not certificates or other evidence of such insurance policy(ies) at any time during the term of the
limited to fees and taxes). You will make all payments whether or not you are satisfied with the Agreement, you will be in default. If you declare bankruptcy or insolvency or if you dissolve or
Equipment and without deduction for any claim you may have against the supplier of the terminate your entity existence or take actions regarding the cessation or winding up of your
Equipment or against us. business affairs, you will be in default. If any part of a payment is late, you agree to pay a late
charge of 10% of the payment which is late or if less, the maximum charge allowed by law. If you
5. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your address are ever in default, we may retain your security deposit and any and all other monies collected
shown on the front of the Agreement and you agree not to move it unless we agree to it. We may and at our option, we can terminate or cancel this Agreement and require that you pay (1) the
inspect the Equipment at any time during normal business hours. unpaid balance of this Agreement (discounted at 4%) and (2) unless you have paid the amount in
(1), return the equipment to us to a location designated by us at your expense. We may sell, lease
6. SECURITY DEPOSIT: The security deposit is payable upon execution and non interest bearing or otherwise dispose of all or any part of the Equipment at public or private sale, with or without
and is to secure your performance under this Agreement and may be commingled with our other notice and may bid on and purchase the Equipment or any part of it at such sale. The proceeds of
assets. Any security deposit made may be applied by us to satisfy any amount owed by you, in which sale, lease or other disposition shall first be applied to all costs and expenses incurred in taking,
event you will promptly restore the security deposit to its full amount as set forth above. If all removing, holding, repairing and selling or otherwise disposing of the Equipment, attorney fees
conditions herein are fully complied with and provided you have not ever been in default of this and court costs, and our other obligations hereunder (excluding repayments); then to pay all sums
Agreement per paragraph 13, the security deposit will be refunded to you upon receipt of all payments remaining unpaid hereunder, with any remaining surplus belonging to you. You will be obligated to
due. pay any deficiency remaining after such application of proceeds. We may recover interest on any
unpaid balance at the rate of 8% per annum. We may also use any of the remedies available to us
7. OWNERSHIP OF EQUIPMENT AND UCC FILINGS: You are the owner of the Equipment. under Article 9 of the Uniform Commercial Code as enacted in the State of California or any other
You agree to keep the equipment free and clear of all liens, claims and encumbrances. You grant us a law. If we refer this Agreement to an attorney for collection, you agree to pay our reasonable
security interest in the equipment and you authorize us to record a UCC-1 financing statement or attorney's fees and actual court costs. If we have to take possession of the equipment, you agree
similar instrument in order to show our interest in the Equipment. to pay the cost of repossession. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY
YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US
8. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, OR THAT UNDER THIS AGREEMENT. You agree that any delay or failure to enforce our rights under this
THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS Agreement does not prevent us from enforcing any rights at a later time. It is further agreed that
MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM your rights and remedies are governed exclusively by this Agreement and you waive any rights
OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON under Article 2A (508-522) of the UCC.
ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE DO NOT TAKE
RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. THE 14. LAW: This Agreement will be deemed fully executed and performed in the State of California
SUPPLIER IS NOT AN AGENT OF OURS AND NOTHING THE SUPPLIER STATES CAN AFFECT or in the home state of our assignee as it may be assigned per paragraph 12. This Agreement
YOUR OBLIGATION UNDER THE AGREEMENT. YOU WILL CONTINUE TO MAKE ALL shall be governed by and construed in accordance with the laws of the State of California or the
PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT laws of the home state of our assignee. You expressly and unconditionally consent to the
AGAINST SUPPLIER. If Agreement includes financing for software licenses, then you agree that as jurisdiction and venue of any court in the State of California and County of Los Angeles or in the
to such software: (a) we have not had, do not have, nor shall have, any title to such software, but home state and county, parish, or borough of our assignee as it may be assigned per paragraph
instead are only providing financing for the license(s). (b) You have executed or will execute a 12 and waive the right to trial by jury for any claim or action arising out of or relating to this
separate software license agreement and we are not a party to and have no responsibilities Agreement or the Equipment. Furthermore, you waive the defense of inconvenient forum.
whatsoever, e.g., fees or other payments, in regard to such license agreement and supplier is solely
responsible for all support, billing and collection of which may be done by us. (c) You have selected 15. DELIVERY OF ORIGINALS AND FINANCIAL INFORMATION: You agree to submit
such software. (d) Your payment and other obligations under this Agreement shall in no way be the original master finance documents with the total advance payment and any security deposit to
diminished on account of or in any way related to the above said software license agreement and/or Secured Party or its assignee via overnight courier the same day of the facsimile or other
the supplier’s obligations. WE MAKE ABSOLUTELY NO WARRANTY OF ANY KIND IN REGARDS electronic transmission of the finance documents. Should we fail to receive these originals, you
TO SUCH SOFTWARE AND HAVE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION agree to be bound by the faxed or other electronic copy of this agreement with appropriate
OR PERFORMANCE OF SUCH SOFTWARE. signatures on the document. Customer waives the right to challenge in court the authenticity of a
faxed or other electronic copy of this agreement and the faxed or electronic copy shall be
9. LOSS OR DAMAGE: You are responsible for the risk of loss or for any destruction of or considered the original and shall be the binding agreement for the purposes of any enforcement
damage to the Equipment. No such loss or damage relieves you from the payment obligations under action under paragraph 13. During the term of this Agreement, you agree to provide us in a timely
this Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay fashion with all credit information, financial statements and copies of federal or state tax returns as
to us the present value of the total of all unpaid payments for the full term discounted at four percent we may reasonably request.
(4%). Any proceeds of insurance will be paid to us and credited against the outstanding balance.
10. TAXES AND FEES: You agree to pay when due all taxes (including personal property tax,
X
fines and penalties) and fees relating to this Agreement or the Equipment. If we pay any of the above Customer Signature Title
for you, you agree to reimburse us and to pay us a processing fee for each payment we make on your
behalf. In addition, you also agree to pay us any filing fees prescribed by the Uniform Commercial
Code or other law and reimburse us for all costs and expenses involved in documenting, servicing
and terminating this transaction. You also acknowledge that in addition to the payments, we may
assess and you may be required to pay additional taxes and/or fees. Such fees may not only cover
our costs they may also include a profit.
10069 REV 8/14 2

PAY PROCEEDS DIRECTION
Agreement # ____
www.baycap.net
TO: Baycap, LLC
RE: Equipment Finance Agreement # ____ dated ________________________, between the undersigned ___________________ and
Baycap, LLC.
You are hereby irrevocably instructed to disburse from the proceeds of the Financing Agreement evidenced by the above-referenced instruments
the respective amounts to the respective payees designated below:
Amount Payee Name and Address

$0.00
Disbursement by you in accordance with the foregoing instructions shall be and constitute payment and delivery to and receipt by us of any and all
of such proceeds.
Customer
X
Signature
Title
Date
NOTE: SIGNOR OF THIS PAY PROCEEDS DIRECTION MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE
10243 REV04/09
NOTARY SIGNATURE VERIFICATION
Agreement # ____
www.baycap.net
THIS DOCUMENT MUST BE COMPLETED IN THE PRESENCE OF A NOTARY PUBLIC.

Agreement Number:
Customer Name:

By: X
(Signature)
Name:

By: X
(Signature)
Name:
NOTARY CERTIFICATE OF ACKNOWLEDGMENT
State of _________________________ County/Parish/Borough of ___________________________
On ____________________________________ before me, __________________________________________________________,

(Date) (Here insert the name and title of the officer)
personally appeared ___________________________________________________________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of ________________________________ that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
_____________________________________________
Signature of Notary Public (Notary Seal)
NOTE: A FACSIMILE OF THIS VERIFICATION WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL.
NOTARY REV04/11
SUPPLIER PREFUNDING-
PROGRESS PAYMENT ADDENDUM
423 S. Pacific Coast Hwy, Suite 201 Agreement # _____
www.baycap.net
Addendum to Agreement # ______ between ______________________ as Customer and Baycap, LLC as Lessor or
Secured Party.
You acknowledge that you have selected the Supplier(s) of the Equipment and not Baycap and that the Supplier(s) listed
below has requested a partial or full payment of its invoice in advance of the complete delivery and installation of all of the
Equipment from all suppliers. You understand and agree that in the event you are not satisfied with the delivery or installation
of any of the Equipment that you shall only look to persons other than Baycap such as the manufacturer, installer, or Supplier
and shall not assert against Baycap any claim or defense you may have with reference to the Equipment, its delivery or non-
delivery, or its installation. Upon your signing below, you authorize us to pay the below Supplier(s) and your promises herein
will be irrevocable and unconditional in all respects and payments under the Agreement shall begin immediately and shall be
due continuously hereafter. In reliance on your promise to pay we will purchase the Equipment from the Supplier(s), and
you may contact the Supplier(s) for your warranty rights (if any, which we transfer to you) which are not Baycap’s
responsibility.
The Supplier(s) is listed below for the equipment and the Customer understands that payments, including interim rent
as defined in the Agreement, shall begin on the same date that the Customer executes this addendum and shall be
continuous thereafter per the terms of the Agreement.
Amount or Percentage of
Amount or Percentage of Invoice to be paid to Supplier
Invoice to be paid to Supplier Amount or Percentage of upon final verification by
upon execution of this Invoice to be paid to Supplier Customer after completion of
Supplier Name addendum upon delivery of Equipment delivery and installation
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Baycap to make
such changes. This Addendum supersedes any delivery and acceptance or certificate of acceptance but in all other
respects the terms and conditions of the Agreement remain in full force and effect.
Baycap, LLC
Lessor / Secured Party Customer
X X
Signature Signature
Title Title
Date Date
NOTE: SIGNOR OF THIS ADDENDUM MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS ADDENDUM WITH SIGNATURE SHALL BE
CONSIDERED TO BE AN ORIGINAL.
10170 REV04/14
REQUEST FOR CERTIFICATE OF INSURANCE
Agreement # ____
www.baycap.net
Date:
TO: Customer’s Insurance Agent
Name of Agency:
Address:
City, State Zip:
Agent:
Phone:
Fax:
E-Mail:
We have entered into an Agreement with Baycap, LLC. This is a “NET” Agreement and we are responsible for the insurance. The insurance
policy must be for the full replacement cost and include a provision for the following requirements:
COMPREHENSIVE GENERAL LIABILITY/PROPERTY DAMAGE COVERAGE:
PLEASE SHOW AS ADDITIONAL INSURED AND LOSS PAYEE ON THE CERTIFICATE OF INSURANCE:
Baycap, LLC and/or its Assigns

I authorize the above agent to immediately place the insurance coverage required for the described item(s). Please issue a
binder of insurance to the above named Additional Insured and Loss Payee via fax or e-mail with an original sent to Baycap by U.S.
mail within 30 days.
This Certificate should indicate the following: “It is agreed that Baycap, LLC will be notified in writing 10 days prior to cancellation or other
material change in the conditions of this policy”.
Customer
X
Signature
Title
Date
10183 REV01/10
EFA ELECTRONIC PAYMENT FORM
Agreement # ____
www.baycap.net
_______________________ hereby requests and authorizes Secured Party or its assigns to initiate debit and/or credit
entries on the due date per this Agreement for the agreed amount due per Agreement # ____ to the Depository Account
designated below and authorizes the Depository Financial Institution (Bank) designated below to debit and/or credit same to
such account. This Agreement shall continue until the termination of Agreement # ____ per the terms listed on the schedule
or until Secured Party or its assigns has received written notification, return receipt requested from Customer, of its
termination in such time and in such manner as to afford Secured Party and Bank a reasonable opportunity to act on it.
Name of Bank City/State/Zip
Bank Transit / ABA No. Account Number
Please Print Name and Title of Authorized Signer
*********************************************************************************************
PLEASE ATTACH A VOIDED CHECK COPY FOR ACCOUNT VERIFICATION
*********************************************************************************************
By signing this payment form, Customer acknowledges the above change to the Agreement and authorizes Secured Party to
make such change. In all other respects the terms and conditions of the Agreement remain in full force and effect.
Customer
X
Signature
Title
Date
10296 REV04/09
AUTHORIZATION ADDENDUM –
CUSTOMER OPTION
Agreement # ____
www.baycap.net
Addendum to Agreement # ____ between Baycap, LLC as Lessor or Secured Party and _________________________ as
Customer. Completion of this Authorization Addendum is at the sole option of Customer and is not required by
Baycap to finalize the Agreement. In the event that this document is not returned, Baycap will conduct the verification of the
agreement terms and supplier payment authorization with the signor on the front of the Agreement or other customer contacts
previously provided to Baycap.
The following listed person(s) are hereby authorized to conduct the verification of the agreement terms with a representative
of Baycap and to authorize payment to the Supplier(s). Alternate authorized contacts may be added in the numbered area
provided. If additional alternate authorized contacts are needed, please print, complete, and sign additional copies of this
document.
1.
Authorized Individual’s Name Authorized Individual’s Title
2.
Alternate Authorized Individual’s Name Alternate Authorized Individual’s Title
Optional Selections:
I, the undersigned, do not authorize an alternate contact to conduct the verification, including any alternate
contact listed above. Please only contact me to conduct the verification.
I, the undersigned, prefer to perform this verification via e-mail. Please send an e-mail to me at the following
address: _________________________________________________.
I, the undersigned, authorize this verification to be performed via e-mail to the Alternate Authorized Individual
listed above. Please send an e-mail to him/her at the following address:
Alternate Authorized Individual’s Name E-Mail Address
The undersigned hereby certifies, represents and warrants that the individual(s) listed above are authorized for
and on behalf of ___________________________ to confirm and verify details of the above referenced
agreement, including, but not limited to, the receipt and functionality of the equipment, the terms and conditions of
the agreement, and to authorize payment to the supplier(s).
Customer
X
Signature
Title
Date
NOTE: SIGNOR OF THIS ADDENDUM MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS ADDENDUM WITH SIGNATURE
ALTAUTH REV11/13
EFA ACCEPTANCE OF DELIVERY
423 S. Pacific Coast Hwy, Suite 201 Agreement # ____
www.baycap.net
The undersigned ______________________ ("Customer") under the Agreement ____ (“Agreement”) dated_____________, between the
Customer and Baycap, LLC ("Secured Party") hereby acknowledges receipt of all the Equipment described in the Agreement. Said
equipment has been received in good order and working condition. Customer hereby accepts the same in accordance with all the terms
and conditions of the Agreement, and agrees that Secured Party has fully and satisfactorily performed all covenants to be performed by
Secured Party pursuant to the Agreement. Customer acknowledges the fact that upon signature of this document, all terms and conditions
of the Agreement, including noncancellability clause, will come into full force and effect and approves payment to Supplier.
Customer warrants that the present location of the equipment is:
___________________________________________________________________
___________________________________________________________________
Customer
X
Signature
Title
Date
NOTE: SIGNOR OF THIS ADDENDUM MUST BE THE SAME AS ON FRONT OF AGREEMENT. A FACSIMILE OF THIS AGREEMENT WITH SIGNATURE SHALL
10104 REV06/08

Credit Application
Fax Back to: (310) 944‐9947
COMPANY INFORMATION
Legal Company Name Date Est. (Current Ownership) Federal Tax ID #
DBA (if any) Web Address
Street Address (No PO Boxes) City State Zip
Physical Location of Equipment (□ Same as above) City State Zip
Telephone # Fax #
□ Corporation □ LLC □ Proprietorship □ Partnership □ Not For Profit
Contact Name Title E‐Mail Address
PERSONAL INFORMATION
Principal #1 Principal #2 Principal #3
Name

Home Street Address

City, State, Zip

Home Phone #

Social Security #

Title

% of Business Ownership

E‐Mail Address

FINANCIAL REFERENCES
Bank Name Account # Contact Telephone #
Bank Name Account # Contact Telephone #
To expedite the credit application process, please submit bank statements for all business bank accounts for the last three (3) months with the application.
EQUIPMENT INFORMATION
Equipment Description Equipment Cost
□ New □ Used
Vendor Contact Name Telephone # E‐Mail Address
Credit Release & Information Verification
By signing this application, the applicant(s) certifies that all information contained herein, and all attachments hereto, are true, complete and accurate to the best
of the applicant(s) knowledge and are made for the purpose of obtaining credit for business purposes. The applicant(s) hereby authorizes Baycap, Inc. and its
assigns and/or affiliates to obtain consumer credit reports now and in the future as deemed necessary by Baycap, Inc. and its assigns and/or affiliates for purposes
including but not limited to the evaluation and/or extension of the business credit requested, review of the applicant(s) account, taking collection action on the
applicant(s) account, and any other legitimate purpose associated with the applicant(s) account. The applicant(s) further authorizes any government agency, bank
or financial institution to release credit information on the applicant(s) to Baycap, Inc. and its assigns and/or affiliates. Each individual signing below waives any
right or claim that such individual would otherwise have under the Fair Credit Reporting Act in absence of this continuing consent. Applicant agrees that submission
of an electronic, photocopy or facsimile copy of a signed authorization shall be deemed to be binding, valid, genuine and authentic as an original‐signature
document for all purposes. The applicant(s) further authorizes Baycap, Inc. to mail, fax or e‐mail solicitations for future lease financing services or promotions to the
applicant(s).
X __________________________________________________________ X __________________________________________________________
Principal #1 Signature Date Principal #3 Signature Date

X___________________________________________________________
Your Baycap Representative is: Todd Sheets (541) 728‐0814
Principal #2 Signature Date
Toll Free: (877) 992‐2922 x612
E‐Mail: TSheets@baycap.net
423 S. Pacific Coast Highway, Suite 201 ▪ Redondo Beach, CA 90277 ▪ Tel: (310) 944‐9900 ▪ Fax: (310) 944‐9947 ▪ www.baycap.net
Personal Financial Statement
Tel: (310) 944-9900
Fax: (310) 944-9947
Web: www.baycap.net Attn: Todd Sheets
Complete this form for: (1) each proprietor, or (2) each limited partner who owns 20% or more interest and each
general partner, or (3) each stockholder owning 20% or more of voting stock and each corporate officer and director,
or (4) any other person or entity providing a guaranty on the loan.
Name: Business Phone:
Residence Address: Residence Phone:
City, State and Zip:
Business Name of Applicant/Borrower:
Assets (Omit Cents) $ Liabilities (Omit Cents) $
Cash on hand & in Banks $ Accounts Payable $
Savings Accounts Notes Payable to Banks & Others
$ (Describe in Section 2) $
IRA or Other Retirement Account $ Installment Account (Auto) $
Accounts & Notes Receivable $ Mo. Payments $
Life Insurance – Cash Surrender Value Installment Account (Other)
Only (Complete section 8) $ $
Stocks and Bonds (Describe in Section 3) $ Mo. Payments $
Real Estate (Describe in Section 4) $ Loan on Life Insurance $
Automobile – Present Value $ Mortgages on Real Estate (Describe in Section 4) $
Other Personal Property (Describe in Section 5) $ Unpaid Taxes (Describe in Section 6) $
Other Assets (Describe in Section 5) $ Other Liabilities (Describe in Section 7) $
Total Liabilities $ 0
Net Worth $ 0
Total $ 0 Total $ 0
Section 1. Source of Income Contingent Liabilities
Salary $ As Endorser or Co-Maker $
Net Investment Income $ Legal Claims & Judgments $
Real Estate Income $ Provision for Federal Income Tax $
Other Income* (Describe below) $ Other Special Debt $
Description of Other Income in Section 1
*Alimony or child support payments need not be disclosed in “Other Income” unless it is desired to have such payments counted toward total income
(Use attachments if necessary. Each attachment must be identified as part of this

Section 2. Notes Payable to Bank and Others statement and signed.)
How Secured or
Original Current Payment Frequency
Name and Address of Note Holder(s) Balance Balance Amount (Monthly Etc.)
Endorsed
Type of Collateral
Section 3 Stocks and Bonds. (Use attachments if necessary. Each attachment must be identified as part of this statement and signed.)
Number of Market Value Date of
Name of Securities Cost Total Value
Shares Quotation/Exchange Quotation/Exchange
Page 1 of 2
Personal Financial Statement
Tel: (310) 944-9900
Fax: (310) 944-9947
Web: www.baycap.net Attn: Todd Sheets
(List each parcel separately. Use attachments if necessary. Each

Section 4. Real Estate Owned attachment must be identified as part of this statement and signed.)
Property A Property B Property C
Type of Property
Name and Address of Title Holder
Date Purchased
Original Cost
Present Market Value
Name & Address of Mortgage Holder
Mortgage Account Number
Mortgage Balance
Amount of Payment per Month/Year
Status of Mortgage
(Describe, and if any Is pledged as security, state name and address of lien holder,
Section 5. Other personal property and other assets amount of lien,terms of payment, and if delinquent, describe delinquency.)
Section 6. Unpaid Taxes (Describe in detail, as to type, to whom payable, when due, amount and to what property, if any, a tax lien attaches.)
Section 7. Other Liabilities (Describe in detail)
Section 8. Life Insurance Held (Give face amount and cash surrender value of policies – name of insurance company and beneficiaries)
By signing this Personal Financial Statement, the applicant(s) certifies that all information contained herein, and all attachments hereto,
are true, complete and accurate to the best of the applicant(s) knowledge as of the stated date(s) and are made for the purpose of
obtaining credit for business purposes. I understand FALSE statements may result in forfeiture of benefits and possible prosecution by
the U.S. Attorney General (Reference 18 U.S.C. 1001).The applicant(s) hereby authorizes Baycap, LLC and its assigns and/or affiliates to
obtain consumer credit reports now and in the future as deemed necessary by Baycap, LLC and its assigns and/or affiliates for purposes
including but not limited to the evaluation and/or extension of the business credit requested, review of the applicant(s) account, taking
collection action on the applicant(s) account, and any other legitimate purpose associated with the applicant(s) account. The applicant(s)
further authorizes any government agency, bank or financial institution to release credit information on the applicant(s) to Baycap, LLC
and its assigns and/or affiliates. Each individual signing below waives any right or claim that such individual would otherwise have under
the Fair Credit Reporting Act in absence of this continuing consent. Applicant agrees that submission of an electronic, photocopy or
facsimile copy of a signed authorization shall be deemed to be binding, valid, genuine and authentic as an original-signature document
for all purposes. The applicant(s) further authorizes Baycap, LLC to mail, fax or e-mail solicitations for future financing services or
promotions to the applicant(s).
Printed Name:
Signature: Date: Social Security #:
Printed Name:
Signature: Date: Social Security #:
Page 2 of 2
EXHIBIT J-3
GUIDANT FINANCIAL GROUP AGREEMENT

EXHIBIT J-4
RV NOW, LLC LOAN DOCUMENTS

EXHIBIT J-5
WELLS FARGO SBA LENDING LOAN DOCUMENTS

EXHIBIT J-6
HITACHI CAPITAL AMERICA CORP. FINANCE DOCUMENTS

Hitachi Capital America Corp.
7808 Creekridge Circle, Suite 250
Edina, MN 55439
Phone: 877-996-0270
MASTER AGREEMENT NO. 0464801
USER INFORMATION
User Legal Name Address
Sample Customer 333 Elm Street 88 222
City State Zip Phone
Bloomington MN 55439 555-555-5555
AGREEMENT: This is a Master Agreement dated as of August 27, 2019 between User Equipment to Provider or to exercise the purchase option indicated on the Schedule.
and Hitachi Capital America Corp. ("Provider"), the terms of which shall be incorporated User's obligation to pay Rent will continue until the Equipment is returned to Provider's
into each Schedule now or hereafter executed pursuant to the terms hereof. Each such designated return location. User is responsible for all expenses incurred in returning the
Schedule shall constitute a separate and enforceable agreement. In the event of a conflict Equipment to Provider and agrees to pay Provider a Restocking Fee in an amount equal to
between the terms of the Agreement and any Schedule, the terms of the Schedule shall one additional Rent payment. Unless notice is received by Provider, this Agreement will
prevail. User agrees to utilize all of the equipment, software and services described on automatically renew for an additional term of 12 months (a “Renewal Period”) under the
any Schedule or similar document (the "Equipment") according to the terms and same terms and conditions on each Schedule. Such notice may only be given if User is
conditions of this Master Agreement (these documents are collectively the “Agreement”). not currently in Default. Upon the termination of this Agreement, User warrants that the
TERM: The Agreement term will commence on the first day of the month following Equipment shall be eligible for the manufacturer’s standard maintenance agreement upon
Provider's receipt of written and/or verbal acceptance for all the Equipment (the delivery to the Provider.
“Commencement Date”) and will continue for the number of months specified on any LATE FEES AND COLLECTION CHARGES: If any Rent payment or other amount
Schedule (the “Initial Term”) and for any successive Renewal Periods. For each item of payable to Provider is not paid within 10 days of its due date, User shall, to the extent
Equipment, there shall also be an interim term (“Interim Term”) beginning on the earlier permitted by law, pay on demand, as a late charge, an amount equal to the greater of
of (1) the date any advance monies are released by Provider or (2) on the date of User's $25.00 or 5% of the amount then due for each 30 days or portion thereof that said overdue
written and/or verbal acceptance and continuing through the Commencement Date. The payments are not made (but in no event to exceed the highest late charge permitted by
Interim Term and the Initial Term are collectively referred to as the "Term". applicable law). User also agrees to pay any fees assessed for each check or ACH
PAYMENTS: User agrees to make payments in accordance with the Term and payment returned unpaid.
schedule outlined on any Schedule (“Rent”). There shall also be an interim payment NO WARRANTY: User acknowledges that Provider does not manufacture the
(“Interim Rent”) computed for the Interim Term. The Interim Rent for each item of Equipment and that User has selected the Equipment and the vendor based on User's own
Equipment, or advance monies released, will be calculated by multiplying the cost of that judgment. PROVIDER IS RENTING THE EQUIPMENT TO USER “AS IS.”
item of Equipment or advance by the Monthly Rent Payment and divided by the total cost PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
of all Equipment, prorated on a daily basis. Interim Rent will be due upon receipt of an WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
invoice from Provider. Monthly Rent will be due on the first day of the month (or such PURPOSE IN CONNECTION WITH THE EQUIPMENT. PROVIDER SHALL
other time period specified in any Schedule). In addition, if required by Provider, User NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR INCIDENTAL
agrees to pay a documentation fee, any applicable freight charges, a security deposit and DAMAGES. PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY
any other fees assessed by Provider. USER'S OBLIGATION TO PAY RENT AND ALL TO USER OR TO ANY THIRD PERSON OR PROPERTY, INCLUDING
OTHER OBLIGATIONS HEREIN ARE ABSOLUTE AND UNCONDITIONAL AND DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL AND SPECIAL
ARE NOT SUBJECT TO ANY ABATEMENT, SET-OFF, DEFENSE OR DAMAGES CAUSED BY THE USE, OWNERSHIP OR POSSESSION OF THE
COUNTERCLAIM FOR ANY REASON WHATSOEVER. EQUIPMENT. IF THE EQUIPMENT DOES NOT OPERATE AS
DELIVERY, INSTALLATION AND ACCEPTANCE: User is solely responsible for REPRESENTED BY THE VENDOR OR IS UNSATISFACTORY FOR ANY
arranging the delivery and installation of the Equipment. Upon receipt, User agrees to REASON WHATSOEVER, USER WILL NOT MAKE ANY CLAIM AGAINST
inspect the Equipment to determine whether it is in good working order. After inspection, PROVIDER FOR DAMAGES. User agrees to continue making payments to Provider
User agrees to sign and send Provider a Certificate of Acceptance. In any event, this under this Agreement, regardless of any claims User may have against the manufacturer
Agreement will commence no later than 7 days after receipt of the Equipment. or vendor. Provider transfers to User for the term of this Agreement any warranties made
EQUIPMENT LOCATION, USE AND REPAIR: User will maintain and use the by the manufacturer or the vendor. No representation or warranty by the manufacturer or
Equipment only at the location shown on any Schedule. User agrees that the Equipment vendor is binding on Provider nor shall breach of such warranty relieve User of User's
cannot be moved from that location without Provider's advance written approval. obligation to Provider as provided herein.
Notwithstanding the prohibition from removing the Equipment from that location, in the SOFTWARE: User agrees that any software included in the Equipment is subject to the
event that User contemplates any exporting of the Equipment (including any technology following: (1) Provider disclaims all warranties and obligations in regard to the software
supplied as part of the Equipment), User shall follow all procedures as required by the other than Provider's obligation to pay the invoiced price of the software to the software
U.S. Export Administration Regulations and any related export controls, laws and vendor; (2) Provider will not be liable to User for (a) the inadequacy of the software for
regulations promulgated and administrated by the government of any country having any purpose; (b) any deficiency or defect in the software; (c) the performance of the
jurisdiction over the parties hereto or the transactions contemplated herein. User is solely software; or (d) any interruption or loss of service, use or performance of the software; (3)
responsible for maintaining the Equipment in good repair and condition, and in proper User agrees to deal directly with the software vendor for any problems, deficiencies or
working order. User is responsible for protecting the Equipment from damage of any inadequacies relating to the Software; (4) User shall remain responsible for all software
kind whatsoever and will continue to make payments if any damage occurs, even if the maintenance and enhancement costs; (5) User acknowledges and agrees that any Default
Equipment is completely destroyed. User will not modify or alter the Equipment, attach under this Agreement shall constitute a breach of the software license agreement and
anything to the Equipment or attach the Equipment to assets not owned by Provider, upon the occurrence of any Default, Provider may require the vendor, and vendor shall
without Provider's prior written consent. Any such pre-approved modifications or be authorized, to immediately terminate the software license agreement; (6) if Provider
alterations shall be made at User's sole expense. Any such modification or alteration shall repossesses the Equipment under the terms of this Agreement, User agrees immediately to
not interfere with the normal operation of the Equipment. All such alterations and assign to Provider all of User's rights in the software and to take all such acts as are
attachments shall become part of the Equipment and shall be owned by Provider. User necessary to cause such an assignment.
acknowledges, warrants and agrees that Provider or its agents shall have the right to INSURANCE: During the term of this Agreement, User will procure and maintain at
inspect the Equipment from time to time during reasonable business hours at its then User's expense, property insurance, naming Provider or its assigns as the sole loss payee,
current location. for the full replacement value of the Equipment, and general liability insurance, naming
INDEMNIFICATION: Provider is not responsible for any losses or damages caused by Provider or its assigns as additional insureds, in an amount acceptable to Provider, but in
the installation or use of the Equipment, or from any other kind of loss while User is in no event shall it be less than $1,000,000, covering any personal injury, death or third-
possession of the Equipment. User agrees to indemnify and hold Provider harmless from party property damage arising out of or relating to the use or operation of the Equipment.
any and all losses, claims, liabilities, demands and expenses whatsoever that may arise User will furnish Provider with evidence of such insurance when requested. If User does
from User's use of the Equipment or from defects in the Equipment. not furnish Provider such evidence, Provider may at its option purchase such insurance
END OF TERM AND RENEWAL: Provider must receive notice from User in writing, for the Equipment and add the cost of such insurance to the amounts due from User under
certified mail, return receipt requested, at least 120 days prior to the expiration of the this Agreement. If Provider purchases such insurance on User's behalf, it shall not
Initial Term or any Renewal Period of a Schedule, of User's intention to return the relieve User of any of its obligations under this Agreement or release User from any
1 of 2 0464801
claims Provider may have against User. All such insurance shall provide for thirty (30) or transfers this Agreement, the new owner will have the same rights or benefits Provider
days’ prior written notice to Provider of cancellation, restriction, or reduction of coverage. has now. User agrees that the rights of the new owner will not be subject to any claim,
User hereby irrevocably appoints Provider as User's attorney-in-fact to make claim for, defense or setoff that User may have against Provider. In connection therewith, User
receive payment of and execute and endorse all documents, checks or drafts for loss or agrees to acknowledge in writing any such assignment upon receipt of written notice
damage under any insurance policy insuring the Equipment. thereof.
OWNERSHIP, TAXES AND UCCs: Provider is the owner of the Equipment and holds ARTICLE 2A RIGHTS AND REMEDIES: User agrees that this Agreement is a
title to the Equipment. User must keep the Equipment free and clear from any lien, levy, “finance lease” as that term is defined in Article 2A of the Uniform Commercial Code
attachment or encumbrance, and User understands that the Equipment is not User's to ("UCC"). User acknowledges that either (i) User has reviewed and approved any written
pledge or grant security interests in, with the exception of the security interest granted contract covering the Equipment, or (ii) Provider has advised User of the identity of the
Provider herein. In addition to the payment set forth on any Schedule, User shall be vendor, that User may have rights under the supply contract, and that User may contact
responsible for the timely payment, reporting and/or discharge of all license or the vendor for a description of any rights User may have. USER HEREBY AGREES TO
registration fees, assessments, sales and use taxes, rental taxes, gross receipts taxes, WAIVE ANY AND ALL RIGHTS AND REMEDIES GRANTED TO USER BY
personal property taxes and other taxes now or hereafter imposed by any federal, state or SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC.
local government upon the Equipment, the Rent or the ownership, leasing, renting, CHOICE OF LAW: THIS AGREEMENT WILL BE GOVERNED BY, ENFORCED
purchase, possession or use of the Equipment (whether the same be assessed on Provider IN AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF
or User). User shall indemnify Provider to the extent of any such unpaid taxes or fees MINNESOTA. USER CONSENTS TO EXCLUSIVE JURISDICTION IN THE
(including penalties and interest) and Provider's costs associated therewith. User further STATE OR FEDERAL COURTS OF MINNESOTA. USER EXPRESSLY WAIVES
grants to Provider a security interest in the Equipment and authorizes Provider to record ANY RIGHT TO A TRIAL BY JURY.
UCC financing statements to indicate its interest in the Equipment. FURTHER ASSURANCES: User shall, at User's expense, from time to time execute
DEFAULT: Each of the following is a “Default” under this Agreement: (a) User does and deliver such further documents and assurances and take such further actions as
not pay its monthly Rent payment or any other amount payable to Provider within 10 days Provider may reasonably request (a) in order to carry out the intent and purposes of this
of its due date; (b) User fails to perform any of User's non-monetary obligations under Agreement and each Schedule or (b) to establish and protect Provider's title to the
this Agreement and such failure is not cured within 10 days after Provider's notice of that Equipment or the rights and remedies granted or intended to be granted in favor of
failure to User; (c) any representation or warranty User makes to Provider in, or in Provider under the terms of this Agreement or any Schedule.
connection with, this Agreement shall prove to have been false in any material respect; SUCCESSORS; SURVIVAL: Each Schedule and this Agreement shall be binding
(d) any execution or writ of process is issued in any action to seize or detain the upon and inure to the benefit of the heirs, administrators, successors and assigns of the
Equipment; (e) User defaults under or otherwise has accelerated any material obligation, parties hereto. User's representations, warranties, indemnities and reimbursement
credit agreement, loan agreement, conditional sales contract, lease, indenture or obligations shall survive the termination, cancellation or expiration of each Schedule and
debenture; or User defaults under any other agreement now existing or hereafter made this Agreement.
with Provider; (f) User's financial condition changes, or the financial condition of any MISCELLANEOUS: This Agreement constitutes the entire agreement between the
guarantor of the Agreement changes, to the point where it reasonably causes Provider to parties concerning the subject matter hereof and incorporates all representations made in
be insecure about User's ability to perform User's obligations under this Agreement or any connection with negotiation of the same. The terms hereof may not be terminated,
other agreement with Provider; or (g) any guarantor of the Agreement dies, or User or any amended, supplemented or modified orally, but only by a written instrument.
such guarantor: becomes insolvent or unable to pay debts when they become due; files a In case any provision in this Agreement shall be invalid, illegal or unenforceable, the
voluntary petition in bankruptcy, is subject to an involuntary petition in bankruptcy, files validity, legality and enforceability of the remaining provisions shall not in any way be
or has filed against it a petition seeking any reorganization, arrangement or composition, affected or impaired thereby and such provision shall be ineffective only to the extent of
under any present of future statute, law or regulation; stops doing business as a going such invalidity, illegality or unenforceability.
concern; merges, has a change of control through a sale or transfer of all or substantially From time to time additional parties may become obligated under this Agreement as a
all of its equity; transfers or sells all or substantially all of its assets; makes an assignment User by signing a Joinder Agreement or similar document referring to this Agreement.
for the benefit of creditors; or has a trustee or receiver appointed for it. The addition of any party pursuant to a Joinder Agreement shall not release or limit the
PROVIDER'S REMEDIES: If a Default occurs, Provider may, but shall not be obligations of any party to this Agreement.
obligated to, do one or any combination of all of the following: (1) require User to Upon request, User agrees to provide Provider, and any assignee or potential assignee of
immediately pay all sums already due under this Agreement plus any and all other sums Provider, with such documentation as Provider may request to evidence User’s
becoming due (including an acceleration of remaining Rent payments), plus the value of compliance with its obligations hereunder, including evidence of payment of all
the Equipment, if any, as determined by Provider in Provider's sole discretion; (2) cancel applicable taxes, and User’s most recent annual financial statement (audited, if available)
all of User's rights, but not User's obligations, under this Agreement; (3) require User to and its most current interim financial statements.
promptly return all of the Equipment; and/or (4) repossess, re-lease and/or dispose of the User agrees that any delay or failure to enforce Provider's rights under this Agreement
Equipment. In addition, Provider is permitted to use any and all remedies available to does not prevent Provider from enforcing any such rights at a later time.
Provider under the Uniform Commercial Code or any other applicable law. Provider may FAXED AND COPIED DOCUMENTS: A facsimile copy of this Agreement with
accept past due payments without modifying the terms of this Agreement and without facsimile signatures may be treated as an original and will be admissible as evidence of
waiving any of Provider's rights under this Agreement. USER AGREES TO PAY ALL this Agreement between the parties.
OF PROVIDER'S COSTS OF ENFORCING PROVIDER'S RIGHTS AGAINST USER,
INCLUDING ATTORNEYS’ FEES. If it is necessary for Provider to take possession of THIS AGREEMENT IS EFFECTIVE ONLY WHEN SIGNED BY BOTH PARTIES.
the Equipment, User agrees to pay the cost of repossession, re-leasing and/or disposing of THIS AGREEMENT IS NON-CANCELLABLE. USER REPRESENTS THAT ALL
the Equipment. Additionally, if there is a Default, Provider may retain any security ACTIONS REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT
deposits to insure User's performance under this Agreement. ON ITS BEHALF HAVE BEEN TAKEN AND THAT ANY MANAGER,
ASSIGNMENT: USER HAS NO RIGHT TO SELL, TRANSFER, ASSIGN OR PURCHASING AGENT OR PERSON OF SIMILAR AUTHORITY IS AUTHORIZED
SUBLET THE EQUIPMENT OR THIS AGREEMENT WITHOUT THE PRIOR TO SIGN ANY OTHER DOCUMENTATION NECESSARY BY USER IN REGARDS
WRITTEN CONSENT OF PROVIDER. Provider may sell, assign or transfer this TO THIS AGREEMENT.
Agreement or its rights in the Equipment without notice to User. If Provider sells, assigns
USER/PROVIDER SIGNATURE
User Legal Name Provider Name
Sample Customer Hitachi Capital America Corp.
By By
Title Date Title Date
© Hitachi Capital America Corp.
2 of 2 0464801
ABSOLUTE AND CONTINUING
PERSONAL GUARANTY AGREEMENT
This ABSOLUTE AND CONTINUING GUARANTY AGREEMENT (“Guaranty”) is made and entered into as of , 20 , by
(“Guarantor”), in favor of Hitachi Capital America Corp. (“Provider”).
R E C I T A L S:
WHEREAS, (“User”) and Provider have entered or will enter into a Master Agreement No. dated as of the day of , 20
pursuant to which Provider will provide and may provide from time to time in the future certain equipment, software and/or related services (collectively, the
“Equipment”) to be provided by Provider to User pursuant to the terms of a Master Agreement, together with all Schedules, attachments and riders attached or to be
attached thereto (collectively, the “Agreement”); and
WHEREAS, Provider, as a condition precedent to entering into said Agreement, has requested Guarantor provide security by unconditionally guaranteeing
payment to Provider of all rental, charges and other moneys due and to become due to Provider from User under the Agreement together with all of the obligations and
liabilities of User under the Agreement (collectively, the “Obligations”); and
WHEREAS, Guarantor, in furtherance of his business and/or investment objectives and in order to induce Provider to proceed with the Agreement, desires
to provide an absolute and continuing guaranty as hereinafter set forth;
NOW, THEREFORE, in order to induce Provider to enter into the Agreement and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Guarantor hereby agrees as follows:
1. Guaranty. Guarantor absolutely and unconditionally guaranties to Provider the payment of all of the Obligations, and shall continue to so
guaranty all such Obligations, whether or not all Obligations are paid in full, until all of such Obligations have been fully satisfied. If the User shall fail to pay all or
any part of the Obligations when due, whether by acceleration or otherwise, Guarantor shall pay Provider, upon Provider's written demand, the amount due and unpaid
by the User in a like manner as if such amount constituted the direct obligation of Guarantor. Provider’s failure to provide Guarantor with a written demand for
payment shall not be construed as a waiver of Provider's rights against Guarantor under this Guaranty. Prior to any demand upon Guarantor, Provider shall not be
required to make any demand upon or pursue or exhaust any of its rights or remedies against the User. This Guaranty shall be effective immediately and shall remain
in full force and effect until all of the Obligations are paid, performed and observed in full. This Guaranty shall be enforceable against each person signing this
Guaranty, even if only one person signs and regardless of any failure of other persons to sign this Guaranty. If there is more than one signer, all agreements and
promises herein shall be construed to be, and are hereby declared to be, joint and several in each of every particular and shall be fully binding upon and enforceable
against either, any or all of the signers.
2. Strict Observance. Guarantor agrees that the Obligations will be paid, performed, and observed strictly in accordance with their terms,
regardless of any rights of User against Provider. The obligations of Guarantor hereunder are without regard to the obligations of any other person or entity, and shall
not be affected by any circumstances, including without limitation: (i) any act or omission by Provider, which act or omission is hereby agreed to; (ii) any lack of
enforcement or retention of rights against User, Guarantor or any other person or entity or any property; (iii) partial or complete illegality, unenforceability or invalidity
of the Obligations, or any other guaranty, surety, pledge, assignment or other security for any Obligations; (iv) any termination or amendment of or change in the
Agreement or any other instrument, or the Equipment or any part thereof, or any leasing, assignment, mortgage or transfer of any thereof or of any interest therein, or
any furnishing, acceptance, failure or release of any interest in any such security; (v) any failure, omission or delay on the part of User or any other person or entity to
comply with any term of the Agreement; (vi) any waiver of the payment, performance or observance of any of the Obligations, or any other waiver, consent, extension,
indulgence, compromise, settlement or release in respect of the Agreement or any obligation or liability of User or Provider or any exercise or non-exercise of any right,
remedy, power or privilege in respect of the Agreement or any Obligation; (vii) any voluntary or involuntary bankruptcy, insolvency, reorganization, composition,
receivership or similar proceedings with respect to User, Guarantor, or any other person or entity or any properties or creditors, or any taken by any court, trustee or
receiver in any such proceeding; (viii) any limitation on the liability or obligations of User or any other person or entity under the Agreement or any discharge
termination, cancellation or frustration, in whole or in part, of the Agreement; (ix) any defect in the title or condition of, or any damage to or loss or destruction of the
Equipment, or any portion thereof; (x) any merger or consolidation of User or Guarantor into or with any other corporation or entity, or any sale, lease or transfer of any
of the assets of User or Guarantor to any other person or entity; (xi) any change in the ownership of User, or any change in or termination of any relationship between
User and Guarantor; or, (xii) any other condition circumstances which might otherwise constitute a legal or equitable discharge, release or defense of a surety or
Guarantor. No delay in making demand on Guarantor for satisfaction of the obligations of Guarantor hereunder shall prejudice the right of Provider to enforce the
obligations of Guarantor hereunder.
3. Waivers of Notice, Etc. Guarantor waives diligence, presentment, demand, protest or notice of any kind whatsoever with respect to this
Guaranty or the Obligations, including without limitation (i) notice of acceptance of this Guaranty, notice of nonpayment or nonperformance of any of the Obligations,
notice of an Event of Default (as defined in the Agreement) or other default and notice of any of the matters described in Paragraph 2 hereof, (ii) any right to the
enforcement, assertion or exercise of any right, power, privilege or remedy conferred in the Agreement or otherwise, (iii) any requirement to exhaust any remedies or to
mitigate damages resulting from a default under the Agreement, (iv) any notice of any sale, transfer or other disposition of any right, title to or interest in the
Agreement, the equipment or any collateral security, or any part thereof, or (v) any requirement of promptness in commencing suit, action or other proceeding and the
giving to or making any claim or demand on Guarantor, User or any other person or entity. Guarantor agrees that it shall not be required or have the right to consent
to, or to receive any notice of, any supplement to or amendment of, or waiver or modification of, the terms of the Agreement. No notice to or demand on Guarantor
shall entitle Guarantor to any other or further notice or demand in the same, similar or other circumstances.
4. Extensions, Etc. Provider may in its sole discretion, at any time or from time to time, (i) renew, extend, change or modify the time, manner,
place or terms of payment, performance or observance of any or all of the Obligations, (ii) apply payments by User or Guarantor to any Obligations or any other
Obligations or liability of User or Guarantor to Provider, (iii) exchange, release or surrender any security or property which may at any time be held by it, (iv) release
any surety or guarantor for or of any of the Obligations (v) settle or compromise any or all of the Obligations with User or any other person or entity liable thereon, or
(vi) subordinate the payment, performance or observance of any other debts or obligations which may be due or owing to Provider or any other person or entity, all in
such manner and upon such terms as Provider may deem proper, without notice to or further assent from Guarantor.
5. No Waiver. No failure by Provider to exercise, and no delay in exercising, this Guaranty shall operate as a waiver thereof, nor shall any single or
partial exercise of any other right, power or remedy of Provider.

Page 1 of 2
6. Guaranty of Performance. This Guaranty is a guaranty of payment and performance and not of collection. Guarantor shall pay to Provider all
reasonable attorneys’ fees and other reasonable expenses incurred by Provider in protecting its interests hereunder or in exercising its rights and remedies provided
hereunder, together with interest on such sums at the lesser of .05% per day or the maximum rate permitted by law, from the date which such expenses are also
incurred.
7. Bankruptcy. If at any time all or any part of any payment or performance theretofore applied by Provider to any of the obligations is or must be
rescinded or returned by Provider for any reason whatsoever (including without limitation the insolvency, bankruptcy or reorganization of User)then such Obligations
shall, for the purposes of this Guaranty, be deemed to have continued to be effective or be reinstated, as the case may be, all as though such application by Provider had
not been made. If an event permitting the declaration of default under the Agreement occurs and such declaration of default is prevented by reason of any case or
proceeding under a bankruptcy or insolvency law, for purposes of this Guaranty and its Obligations hereunder, the Agreement shall be deemed to have been declared in
default; and Guarantor shall pay the amounts specified by Provider to be paid under this Guaranty without further notice or demand.
8. Assignment. Provider may at any time sell, assign, transfer or otherwise dispose of all or any part of its interest in this Guaranty and, in such
event, this Guaranty shall inure to the benefit of, and be enforceable by, the successors and assigns of Provider, assign any interest hereunder or related hereto
(including without limitation any claim arising by subrogation).
9. Guarantor’s Obligation; No Set-off. Guarantor’s obligation hereunder shall be absolute and unconditional and shall not be subject to any right of
set-off, recoupment, deduction or other defense which Guarantor or any other person or entity may now or hereafter have against Provider. All such payments made
shall be final, and Guarantor will not seek to recover for any reason whatsoever any such payments made.
10. Limitations on Subrogation. Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, and no right of recourse to
or with respect to any assets or property of User and waives any right to enforce any remedy which Provider now has or may hereinafter have against User until all of
the Obligations have been paid in full, performed and observed. Any subrogation right to which Guarantor becomes entitled and any other obligation of any kind
owing from User to Guarantor shall be subject and subordinate to the rights of Provider against User under the Agreement. No payment or performance hereunder by
Guarantor shall give rise to any claim of Guarantor against Provider.
11.
12. Acceleration. Guarantor agrees that if any Event of Default as defined in the Agreement occurs, then any and all Obligations of the undersigned
under this Guaranty or otherwise shall, at the Provider’s option and without notice, forthwith become immediately due and payable by Guarantor.
13. Miscellaneous. This Guaranty shall be governed by the laws of the State of Minnesota. The Guarantor and Provider hereby consent to the
jurisdiction of and venue in the Supreme Court of the State of Minnesota and of any Federal or State Court located in Hennepin County, Minnesota for a determination
of any dispute, outside of those that are resolved in arbitration, as to any matters whatsoever arising out of or in any way connected with this Guaranty and authorize
service of process on the Guarantor by certified mail sent to the Guarantor at the address for the Guarantor as set forth herein below.
14. Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceable provision without invalidating the remaining provisions hereof. Guarantor and Provider hereby waive any provisions
of law which renders any provision hereof prohibited or unenforceable in any respect.
15. Entire Agreement. This Guaranty constitutes the entire agreement of Guarantor and Provider with respect to the subject matter hereof. All prior
or contemporaneous understanding or agreements, written or oral, between Guarantor and Provider with respect to the subject matter hereof are hereby entirely
superseded.
IN WITNESS WHEREOF, the Guarantor, intending to be legally bound hereby, has duly executed this Guaranty Agreement as of the date indicated belowo.
INDIVIDUAL GUARANTOR:
Name:
SS:
Home Address:
Date:

Page 2 of 2
EXHIBIT J-7
TENANT IMPROVEMENT FINANCING DOCUMENTS

LOAN AGREEMENT
THIS LOAN AGREEMENT (this “Agreement”) is made as of this ____ day of
____________, 20____, by and between ________________________________________
(collectively, “Borrower”), whose address is _______________________________________,
and Anytime Fitness, LLC, a Minnesota limited liability company (“Lender”), with offices at 111
Weir Drive, Woodbury, MN 55125.
A. Borrower is the tenant of certain property located at

______________________________________ (the “Property”), pursuant to the certain Lease
Agreement between Borrower as tenant and the landlord thereunder (the “Lease”).
B. Borrower [jointly and severally] wishes to borrow from Lender and Lender wishes
to lend to Borrower certain funds to pay costs in connection with the financing of tenant
construction improvements to the Property (the “Tenant Improvements”) pursuant to this
Agreement.
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, and in consideration of the mutual covenants and obligations
contained in this Agreement, Lender and Borrower agree as follows:
1. Loan. The funds to be advanced (“Advances”) by Lender to Borrower under the

terms and conditions of this Agreement (the “Loan”) will be advanced by Lender to Borrower,
from time to time, for the payment of Tenant Improvement costs or for such other purposes as
may be approved by Lender, in its sole discretion. The Borrower understands and agrees that
all funds disbursed by Lender to the Borrower will be via multi-party checks made payable to the
undersigned and the approved general contractor responsible for the Tenant Improvement costs
(the “Contractor”).
2. Note and Security Agreement. The Advance of the Loan by Lender shall be
evidenced by and payable in accordance with the terms and conditions of a secured promissory
note in the amount of ________________ ($______________), dated the same date as this
Agreement, made and executed by Borrower and payable to the order of Lender (the “Note”).
The Note will mature as provided in the Note (“Maturity Date”). The payment of the Advance
under the Note shall be secured, among other things, by a Security Agreement executed and
delivered by Borrower, to Lender (the “Security Agreement”) and UCC Financing statement.
3. Documents. Except as otherwise provided for herein, as a condition precedent

to Lender’s obligation to make any Advance, Borrower shall execute and/or deliver the following
documents to Lender in form and substance satisfactory to Lender (collectively, the “Loan
Documents”):
3.1 The Note;
3.2 The Security Agreement; and
3.3 UCC-1 Financing Statement covering the property described in the

Security Agreement.
4. Additional Conditions for Advances. Lender’s obligations to make any

Advance shall be subject to all of the following additional conditions precedent:
4.1 Borrower shall deliver, without expense to Lender, the Loan Documents,
each to be duly executed to the extent required by Lender and approved by Lender’s legal
counsel and if applicable, recorded with the appropriate public recording office. All filing fees,
charges, expenses and taxes shall have been paid by Borrower.
4.2 Lender shall have approved the Contractor(s) proposed by Borrower to

construct the Tenant Improvements, in Lender’s sole and absolute discretion.
4.3 Borrower shall have provided copies of paid checks and invoices or such
other reasonable evidence requested by Lender evidencing that Borrower has paid all of its
agreed upon share of the costs of the Tenant Improvements.
4.4 Borrower shall have provided to Lender:
(a) Application and Certificate for Payment from Contractor;

(b) Borrower’s General Contractor’s Affidavit;
(c) General Contractor Final, Unconditional Affidavit & Waiver of Lien;
(d) Subcontractor(s) Final, Unconditional Affidavit & Waiver of Lien; and
(e) Copies of invoices and such other documentation as requested by
Lender substantiating the amount of the Advance requested and the
relevant portion of the Tenant Improvements completed.
4.5 There shall be no default under that certain Franchise Agreement for the
Anytime Fitness club to be located at the Property (the “Franchise Agreement”), the Lease or
under any of the Loan Documents.
4.6 In Lender’s reasonable opinion, there shall have been no material

adverse change in the financial condition of Borrower prior to any advance.
4.7 Borrower shall have paid Lender a non-refundable loan facilitation fee of
6% of the entire principal amount of Note, as an origination fee for the Loan. Lender has earned
such origination fee upon Lender’s and Borrower’s execution of this Agreement and the same is
nonrefundable notwithstanding the reduction or termination of the liability of Lender. In addition,
Borrower shall have paid Lender an escrow payment of ______ Dollars ($_________) (the
“Escrow Payment”), which Lender shall hold in escrow on Borrower’s account to cover any
variations or modifications to the Contractor’s bid for the cost of the tenant improvements.
Lender shall release the Escrow Payment upon any of the following events: (i) upon such time
as the Loan is repaid in full, Lender will release the Escrow Payment to the Borrower; (ii) if the
Borrower defaults under any of the Loan Documents, Lender will release the Escrow Payment
to its own account with no further recourse to Borrower; or (iii) upon a request from the
Contractor that exceeds the amount of the Loan, which request has been approved by
Borrower, Lender will release all or a portion of the Escrow Payment to the Contractor.
Borrower and Lender hereby agree that Lender shall have no obligation to place the Escrow
Payment in an interest bearing account, or a segregated account, and Borrower shall not be
entitled to any interest on the Escrow Payment. Borrower acknowledges that the Escrow
Payment is a condition of the making of the Loan by Lender, and Lender shall not be
responsible or liable for any act or omission with respect to the Escrow Payment.
4.8 The warranties and representations made by Borrower in this Agreement

and in the Loan Documents are true and correct as if made on the date of such Advance.
5. Borrower’s Covenants, Warranties, and Representations.
5.1 Borrower [jointly and severally] warrants and represents to Lender as

follows:
5.1.1 That this Agreement, the Lease, and the Loan Documents are the
legal, valid and binding obligations of [each] Borrower enforceable against Borrower in
accordance with their respective terms.
5.1.2 That the Note, when duly executed and delivered for value, will
constitute the legal, valid and binding obligation of Borrower enforceable in accordance with its
terms.
5.2 The Borrower covenants and agrees:
5.2.1 To keep, perform, enforce and maintain in full force and effect all
of the terms, covenants, conditions and requirements of this Agreement, the Lease, and the
Loan Documents; not to amend, cancel, change, terminate, supplement or waive any of the
terms, covenants or conditions of the Loan Documents without the consent of Lender.
5.2.2 Not to create, permit to be created, or allow to exist any liens,

charges or encumbrances on the Property.
5.2.3 To pay to Lender, upon demand, all out-of-pocket expenses,

including reasonable attorneys’ fees, incurred in exercising any of the rights granted to Lender
herein or in any document herein referred to, whether suit be brought or not.
5.2.4 Not to, sell, assign, mortgage, encumber or convey, or otherwise

transfer, all or any part of this Agreement, any Advance, or the interest of Borrower in all the
Property (regardless of whether the buyer, assignee or transferee assumes the obligations of
the Borrower hereunder or takes the Property subject to said obligations) without obtaining, in
each instance, the prior written approval of Lender which approval can be withheld for any
reason.
5.3 The warranties, agreements, covenants and representations in this

Section 5 shall be deemed to have been renewed and restated by Borrower at the time of each
advance under the Loan after the date hereof, unless Borrower notifies Lender in writing of any
change therein prior to the time of such advance.
6. Default. The occurrence of any of the following events shall constitute a default
under this Agreement:
6.1 If Borrower shall fail to pay principal or interest when due under the Note.
6.2 If Borrower shall fail to keep, enforce, perform and maintain in full force
and effect any provision of this Agreement or any of the Loan Documents or any other
agreement between [either] Borrower and Lender, provided if such failure is for other than the
nonpayment of money when due, then such failure shall continue for a period of twenty (20)
days after notice of such failure is given to Borrower by Lender.
6.3 If the improvements on the Property are materially damaged or destroyed
by fire or other casualty and the loss is not adequately covered by equity funds of Borrower or
insurance proceeds actually collected or in the process of collection.
6.4 If Borrower shall default in any of its obligation under the Lease.
7. Remedies. In the event of a default as defined in Section 6 hereof, Lender, at

its option, in addition to any other remedies to which it might by law be entitled, shall have the
right to do one or more of the following:
7.1 To refrain from making any further advance under this Agreement, but
Lender may make advances after the happening of any such event without hereby waiving the
right to refrain from making other or further advances or to exercise any of the other rights
Lender may have.
7.2 To perform such other acts or deeds which may be necessary to cure any
default existing under this Agreement, the Lease, the Franchise Agreement or under the Loan
Documents.
7.3 To bring appropriate action to enforce such performance and the

correction of such failure or default.
7.4 To declare the entire unpaid principal of the Note and all accrued interest
thereon immediately due and payable without notice.
7.5 To foreclose any security now or hereafter securing the Note.
7.6 To exercise all of Lender’s rights and remedies set forth in the Security
Agreement, the Lease or the Franchise Agreement.
7.7 Terminate Lender’s obligations under this Agreement without notice to

Borrower.
7.8 Commence an action to enforce specifically Borrower’s performance of its

obligations under the Loan Documents, the Lease or the Franchise Agreement.
7.9 Exercise any and all other rights and remedies available at law or in
equity.
No right or remedy by this Agreement, or by any document or instrument delivered by

Borrower pursuant hereto, conferred upon or reserved to Lender shall be or is intended to be
exclusive of any other right or remedy, and each and every right or remedy shall be cumulative
and in addition to any other right or remedy now or hereafter existing at law or in equity or by
statute. Upon the occurrence of an Event of Default, Borrower agrees to pay all reasonable
expenses and costs of collection incurred by Lender under this Agreement, including, without
limitation, reasonable attorneys’ fees, whether or not in connection with a judicial proceeding
and whether or not in connection with an original or appellate proceeding.
Except as Lender may hereafter or otherwise agree in writing, no waiver by Lender of

any breach by or default of Borrower, in any of its obligations, agreements or covenants under
this Agreement shall be deemed to be a waiver of any subsequent breach of the same, or any
other obligation, agreement or covenant, nor shall any forbearance by Lender to seek a remedy
for such breach be deemed a waiver of its rights and remedies with respect to such breach, nor
shall Lender be deemed to have waived any of its rights and remedies unless it be in writing and
executed with the same formality as this Agreement. Any waiver by Lender of any covenants,
requirements, duties or conditions of this Agreement to be performed by any person or entity
other than Lender included herein for the benefit of Lender shall be binding on Title and shall
not relieve Title from any of its obligations to provide insurance and make disbursements as set
forth herein.
8. Miscellaneous.
8.1 All notices provided for herein shall be in writing and shall be deemed to
have been given when delivered personally or three (3) business days after deposited in the
United States mail, registered or certified mail, postage prepaid, and addressed to the locations
set forth on page 1 hereof, or addressed to any such party at such other address as such party
shall hereafter furnish by such notice to the other parties.
8.2 This Agreement shall be construed according to the laws of the State of
Minnesota.
8.3 If any term, condition, or provision of this Agreement or the application

thereof to any person or circumstance shall, to any extent, be held to be invalid or
unenforceable, the remainder thereof and the application of such term, provision, and condition
to persons or circumstances other than those as to whom it shall be held invalid or
unenforceable shall not be affected thereby, and this Agreement and all the terms, provisions
and conditions hereof shall, in all other respects, continue to be effective and to be complied
with to the full extent permitted by law. No change in the provisions hereof shall be valid unless
in writing and signed by Borrower and Lender.
8.4 Lender shall have the right to inspect the Property upon reasonable
advance written notice to Borrower.
8.5 If the interest provided for by the Note and this Agreement shall become
in conflict with the applicable statutory interest rate limitations now or hereafter in effect,
Borrower shall pay only such interest as would legally be permitted; provided, however, that if
the defense of usury is unavailable to Borrower, Borrower shall pay interest as provided for in
the Note. If for any reason interest in excess of the amount as limited in the foregoing sentence
shall have been paid under the Note, whether by reason of acceleration or otherwise, then any
such excess interest shall constitute and be treated as a payment of principal thereunder and
shall operate to reduce such principal by the amount of such excess, or if more than the then
principal indebtedness, such excess shall be refunded.
8.6 Borrower hereby consents to the personal jurisdiction of the state and
federal courts located in the State of Minnesota in connection with any controversy related in
any way to this Agreement, the Note, the Lease, the Franchise Agreement any other Loan
Documents or any security or guaranty for the Note, waives any argument that venue in such
forums is not convenient and further waives the right to trial by jury.
8.7 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their respective heirs, successors and assigns in interest.
8.8 THE BORROWER ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED AND THAT THE TIME
AND EXPENSE REQUIRED FOR TRIAL BY A JURY MAY EXCEED THE TIME AND
EXPENSE REQUIRED FOR TRIAL WITHOUT A JURY. THE BORROWER, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
BORROWER’S CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL
BENEFIT OF LENDER AND BORROWER, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE
EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED TO, THIS AGREEMENT, THE NOTE, ANY RELATED AGREEMENTS
OR OBLIGATIONS THEREUNDER. THE BORROWER HAS READ ALL OF THIS
AGREEMENT AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT.
THE BORROWER ALSO AGREES THAT COMPLIANCE BY THE LENDER WITH THE
EXPRESS PROVISIONS OF THIS AGREEMENT SHALL CONSTITUTE GOOD FAITH AND
SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
LENDER: ANYTIME FITNESS, LLC
By: __________________________________
Its
BORROWER:
By: __________________________________
Its
______________________________________
_______________________, Individually
SECURITYAGREEMENT
DATE _______________________, 20___
DEBTOR SECURED ANYTIME FITNESS, LLC
PARTY
BUSINESS OR ADDRESS 111 Weir Drive
RESIDENCE
ADDRESS
CITY, STATE & CITY, STATE Woodbury, MN 55125
ZIP CODE & ZIP CODE
1. Security Interest and Collateral. To secure the debt, liability or obligation of the Debtor to Secured Party evidenced by that
certain Secured Promissory Note by Debtor in favor of Secured Party, executed as of the date hereof (herein referred to as the
“Obligations”), Debtor hereby grants Secured Party a security interest (herein called the “Security Interest”) in the following property
(herein called the “Collateral”) (check applicable boxes and complete information):
(A) INVENTORY:
All inventory of Debtor, whether now owned or hereafter acquired and wherever located;
(B) EQUIPMENT AND CONSUMER GOODS:
All equipment of Debtor, whether now owned or hereafter acquired and wherever located, including but not
limited to all present and future machinery, vehicles, trailers, computers, computer software, furniture, fixtures,
manufacturing equipment, farm machinery and equipment, fuel pumps and equipment, shop equipment, office
and recordkeeping equipment, parts and tools, and the goods described in any equipment schedule or list
herewith or hereafter furnished to Secured Party by Debtor (but no such schedule or list need be furnished in
order for the security interest granted herein to be valid as to all of Debtor’s equipment). Equipment subject to a
purchase money security interest shall not be included as equipment of Debtor for purposes of this Agreement.
The following goods or types of goods:
(C) ACCOUNTS AND OTHER RIGHTS TO PAYMENT:

Each and every right of Debtor to the payment of money, whether such right to payment now exists or hereafter
arises, whether such right to payment arises out of a sale, lease or other disposition of goods or other property
by Debtor, out of a rendering of services by Debtor, out of a loan by Debtor, out of the overpayment of taxes or
other liabilities of Debtor, or otherwise arises under any contract or agreement, whether such right to payment is
or is not already earned by performance, and howsoever such right to payment may be evidenced, together with
all other rights and interests (including all liens and security interests) which Debtor may at any time have by law
or agreement against any account debtor or other obligor obligated to make any such payment or against any of
the property of such account debtor or other obligor; all including but not limited to all present and future debt
instruments, chattel papers, accounts, loans and obligations receivable and tax refunds.
(D) GENERAL INTANGIBLES:

All general intangibles of Debtor, whether now owned or hereafter acquired, including, but not limited to,
applications for patents, patents, copyrights, trademarks, service marks, trade secrets, good will, trade names,
customer lists, supplier and vendor lists, software, permits and franchises, and the right to use Debtor’s name.
together with all substitutions and replacements for and products of any of the foregoing property not constituting consumer
goods and together with proceeds of any and all of the foregoing property and, in the case of all tangible Collateral, together with
all accessions and, except in the case of consumer goods, together with (i) all accessories, attachments, parts, equipment and
repairs now or hereafter attached or affixed to or used in connection with any such goods, and (ii) all warehouse receipts, bills of
lading and other documents of title now or hereafter covering such goods.
2. Representations, Warranties and Agreements. Debtor represents, warrants and agrees that:
(a) Debtor is a partnership, a corporation, a limited liability company, an individual.
(b) The Collateral will be used primarily for business purposes.
(c) If any part or all of the tangible Collateral will become so related to particular real estate as to become a fixture,
the real estate concerned is: and the name of the record owner is:
(d) Debtor’s chief executive office is located at or, if left blank, at the
address of Debtor shown at the beginning of this Agreement.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON THE REVERSE SIDE HEREOF,
ALL OF WHICH ARE MADE A PART HEREOF.

Debtor’s Name
By: By:
Title: Title:
2.
ADDITIONAL PROVISIONS
3. Additional Representations, Warranties and Agreements. Debtor represents, warrants and agrees that:
(a) Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter arising) absolute title to each time of Collateral free and clear of all
security interests, liens and encumbrances, except the Security Interest, and will defend the Collateral against all claims or demands of all persons other than
Secured Party. Debtor will not sell or otherwise dispose of the Collateral or any interest therein without the prior written consent of Secured Party, except that,
until the occurrence of an Event of Default and the revocation by Secured Party of Debtor’s right to do so, Debtor may sell any inventory constituting Collateral
to buyers in the ordinary course of business and use and consume any farm products constituting Collateral in Debtor’s farming operations. If Debtor is a
corporation, this Agreement has been duly and validly authorized by all necessary corporate action, and, if Debtor is a partnership, the partner(s) executing this
Agreement has (have) authority to act for the partnership.
(b) Debtor will not permit any tangible Collateral to be located in any state (and, if county filing is required, in any county) in which a financing statement
covering such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest.
(c) Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when
arising or issued) the valid, genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary
course of business) of the account debtor or other obligor named therein or in Debtor’s records pertaining thereto as being obligated to pay such obligation.
Debtor will neither agree to any material modification or amendment nor agree to any cancellation of any such obligation without Secured Party’s prior written
consent, and will not subordinate any such right to payment to claims of other creditors of such account debtor or other obligor.
(d) Debtor will (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time,
replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any
Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) keep all Collateral free and clear of all security interests, liens
and encumbrances except the Security Interest; (iv) at all reasonable times, permit Secured Party or its representatives to examine or inspect any Collateral,
wherever located, and to examine, inspect and copy Debtor’s books and records pertaining to the Collateral and its business and financial condition and to send
and discuss with account debtors and other obligors requests for verifications of amounts owed to Debtor; (v) keep accurate and complete records pertaining to
the Collateral and pertaining to Debtor’s business and financial condition and submit to Secured Party such periodic reports concerning the Collateral and
Debtor’s business and financial condition as Secured Party may from time to time reasonably request; (vi) promptly notify Secured Party of any loss of or
material damage to any Collateral or of any adverse change, known to Debtor, in the prospect of payment of any sums due on or under any instrument, chattel
paper, or account constituting Collateral; (vii) if Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event
of Default), promptly deliver to Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by Debtor; (viii) at all
times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor
vehicles) and such other risks and in such amounts as Secured Party may reasonably request, with any loss payable to Secured Party to the extent of its
interest; (ix) from time to time execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest and, if any
Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (x) pay
when due or reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other out-of-pocket expenses (including in each
case all reasonable attorneys’ fees) incurred by Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the
Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred
in any litigation or bankruptcy or insolvency proceedings; (xi) execute, deliver or endorse any and all instruments, documents, assignments, security
agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the
Security Interest and Secured Party’s rights under this Agreement; (xii) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose
or in violation of any federal, state or local law, statute or ordinance; and (xiii) not permit any tangible Collateral to become part of or to be affixed to any real
property without first assuring to the reasonable satisfaction of Secured Party that the Security Interest will be prior and senior to any interest or lien then held or
thereafter acquired by any mortgagee of such real property or the owner or purchaser of any interest therein. If Debtor at any time fails to perform or observe
any agreement contained in this Section 3(d), and if such failure shall continue for a period of ten calendar days after Secured Party gives Debtor written notice
thereof (or, in the case of the agreements contained in clauses (viii) and (ix) of this Section 3(d), immediately upon the occurrence of such failure, without notice
or lapse of time), Secured Party may (but need not) perform or observe such agreement on behalf and in the name, place and stead of Debtor (or, at Secured
Party’s option, in Secured Party’s own name) and may (but need not) take any and all other actions which Secured Party may reasonably deem necessary to
cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the performance of
obligations under contracts or agreements with account debtors or other obligors, the procurement and maintenance of insurance, the execution of financing
statements, the endorsement of instruments, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such
payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law. Debtor shall thereupon pay Secured
Party on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys’ fees) incurred by Secured Party in
connection with or as a result of Secured Party’s performing or observing such agreements or taking such actions, together with interest thereon from the date
expended or incurred by Secured Party at the highest rate then applicable to any of the Obligations. To facilitate the performance or observance by Secured
Party of such agreements of Debtor, Debtor hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or its delegate, as the
attorney-in-fact of Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on
behalf of Debtor, any and all instruments, documents, financing statements, applications for insurance and other agreements and writings required to be
obtained, executed, delivered or endorsed by Debtor under this Section 3 and Section 4.
4. Lock Box, Collateral Account. If Secured Party so requests at any time (whether before or after the occurrence of an Event of Default), Debtor will
direct each of its account debtors to make payments due under the relevant account or chattel paper directly to a special lock box to be under the control of
Secured Party. Debtor hereby authorizes and directs Secured Party to deposit into a special collateral account to be established and maintained with Secured
Party all checks, drafts and cash payments received in said lock box. All deposits in said collateral account shall constitute proceeds of Collateral and shall not
constitute payment of any Obligation. At its option, Secured Party may, at any time, apply finally collected funds on deposit in said collateral account to the
payment of the Obligations in such order of application as Secured Party may determine, or permit Debtor to withdraw all or any part of the balance on deposit
in said collateral account. If a collateral account is so established, Debtor agrees that it will promptly deliver to Secured Party, for deposit into said collateral
account, all payments on accounts and chattel paper received by it. All such payments shall be delivered to Secured Party in the form received (except for
Debtor’s endorsement where necessary). Until so deposited, all payments on accounts and chattel paper received by Debtor shall be held in trust by Debtor for
and as the property of Secured Party and shall not be commingled with any funds or property of Debtor.
5. Account Verification and Collection Rights of Secured Party. Secured Party shall have the right to verify any accounts in the name of Debtor or in
its own name; and Debtor, whenever requested, shall furnish Secured Party with duplicate statements of the accounts, which statements may be mailed or
delivered by Secured Party for that purpose. Notwithstanding Secured Party’s rights under Section 4 with respect to any and all debt instruments, chattel
papers, accounts, and other rights to payment constituting Collateral (including proceeds), Secured Party may at any time (both before and after the occurrence
of an Event of Default) notify any account debtor, or any other person obligated to pay any amount due, that such chattel paper, account, or other right to
payment has been assigned or transferred to Secured Party for security and shall be paid directly to Secured Party. If Secured Party so requests at any time,
Debtor will so notify such account debtors and other obligors in writing and will indicate on all invoices to such account debtors or other obligors that the amount
due is payable directly to Secured Party. At any time after Secured Party or Debtor gives such notice to an account debtor or other obligor, Secured Party may
(but need not), in its own name or in Debtor’s name, demand, sue for, collect or receive any money or property at any time payable or receivable on account of,
or securing, any such chattel paper, account, or other right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree
to waive, modify, amend or change the obligations (including collateral obligations) of any such account debtor or other obligor.
6. Assignment of Insurance. Debtor hereby assigns to Secured Party, as additional security for the payment of the Obligations, any and all moneys
(including but not limited to proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Debtor under or with
respect to, any and all policies of insurance covering the Collateral, and Debtor hereby directs the issuer of any such policy to pay any such moneys directly to
Secured Party. Both before and after the occurrence of an Event of Default, Secured Party may (but need not), in its own name or in Debtor’s name, execute
and deliver proofs of claim, receive all such moneys, indorse checks and other instruments representing payment of such moneys, and adjust, litigate,
compromise or release any claim against the issuer of any such policy.
7. Events of Default. Each of the following occurrences shall constitute an event of default under this Agreement (herein called “Event of Default”): (i)
Debtor shall fail to pay any or all of the Obligations when due or (if payable on demand) on demand, shall fail to observe or perform any covenant or agreement
herein binding on it or shall be in default under any loan or credit agreement between it and the Secured Party; (ii) any representation or warranty by Debtor set
forth in this Agreement or made to Secured Party in any financial statements or reports submitted to Secured Party by or on behalf of Debtor shall prove
materially false or misleading; (iii) a garnishment, summons or a writ of attachment shall be issued against or served upon the Secured Party for the attachment
of any property of the Debtor or any indebtedness owing to Debtor; (iv) Debtor or any guarantor of any Obligation shall (A) be or become insolvent (however
defined); or (B) voluntarily file, or have filed against it involuntarily, a petition under the United States Bankruptcy Code; or (C) if a corporation, partnership, or
organization, be dissolved or liquidated or, if a partnership, suffer the death of a partner or, if any individual, die; or (D) go out of business; or (iv) Secured Party
shall in good faith believe that the prospect of due and punctual payment of any or all of the Obligations is impaired.
3.
8. Remedies upon Event of Default. Upon the occurrence of an Event of Default under Section 7 and at any time thereafter, Secured Party may
exercise any one or more of the following rights and remedies; (i) declare all unmatured Obligations to be immediately due and payable, and the same shall
thereupon be immediately due and payable, without presentment or other notice or demand; (ii) exercise and enforce any or all rights and remedies available
upon default to a secured party under the Uniform Commercial Code, including but not limited to the right to take possession of any Collateral, proceeding
without judicial process or by judicial process (without a prior hearing or notice thereof, which Debtor hereby expressly waives), and the right to sell, lease or
otherwise dispose of any or all of the Collateral, and in connection therewith. Secured Party may require Debtor to make the Collateral available to Secured
Party at a place to be designated by Secured Party which is reasonably convenient to both parties, and if notice to Debtor of any intended disposition of
Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner
specified in Section 10) at least 10 calendar days prior to the date of intended disposition or other action; (iii) exercise or enforce any or all other rights or
remedies available to Secured Party by law or agreement against the Collateral, against Debtor or against any other person or property. Upon the occurrence
of the Event of Default described in Section 7(iv)(B), all Obligations shall be immediately due and payable without demand or notice thereof. Secured Party is
hereby granted a nonexclusive, worldwide and royalty-free license to use or otherwise exploit all trademarks, trade secrets, franchises, copyrights and patents
of Debtor that Secured Party deems necessary or appropriate to the disposition of any Collateral.
9. Other Personal Property. Unless at the time Secured Party takes possession of any tangible Collateral, or within seven days thereafter, Debtor
gives written notice to Secured Party of the existence of any goods, papers or other property of Debtor, not affixed to or constituting a part of such Collateral,
but which are located or found upon or within such Collateral, describing such property, Secured Party shall not be responsible or liable to Debtor for any action
taken or omitted by or on behalf of Secured Party with respect to such property without actual knowledge of the existence of any such property or without actual
knowledge that it was located or to be found upon or within such Collateral.
10. Miscellaneous. This Agreement does not contemplate a sale of accounts, or chattel paper. Debtor agrees that each provision whose box is
checked is part of this Agreement. This Agreement can be waived, modified, amended, terminated or discharged, and the Security Interest can be released,
only explicitly in a writing signed by Secured Party. A waiver signed by Secured Party shall be effective only in the specific instance and for the specific purpose
given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of
Secured Party shall be cumulative and may be exercised singularly or concurrently, at Secured Party’s option, and the exercise or enforcement of any one such
right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. All notices to be given to Debtor shall be deemed sufficiently
given if delivered or mailed by registered or certified mail, postage prepaid, to Debtor at its address set forth above or at the most recent address shown on
Secured Party’s records. Secured Party’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if Secured Party
exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third person,
exercises reasonable care in the selection of the bailee or other third person, and Secured Party need not otherwise preserve, protect, insure or care for any
Collateral. Secured Party shall not be obligated to preserve any rights Debtor may have against prior parties, to realize on the Collateral at all or in any
particular manner or order, or to apply any cash proceeds of Collateral in any particular order of application. This Agreement shall be binding upon and inure to
the benefit of Debtor and Secured Party and their respective heirs, representatives, successors and assigns and shall take effect when signed by Debtor and
delivered to Secured Party, and Debtor waives notice of Secured Party’s acceptance hereof. Secured Party may execute this Agreement if appropriate for the
purpose of filing, but the failure of Secured Party to execute this Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon,
photographic or other reproduction of this Agreement or of any financing statement signed by the Debtor shall have the same force and effects as the original
for all purposes of a financing statement. This Agreement shall be governed by the laws of the State of Minnesota. Any dispute surrounding this Agreement,
or any breach thereof, shall be exclusively venued in the state courts of Minnesota, located in Scott County, Minnesota. If any provision or application of this
Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be
given effect and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed
hereby. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the
creation and payment of the Obligations. If this Agreement is signed by more than one person as Debtor, the term “Debtor” shall refer to each of them
separately and to both or all of them jointly; all such persons shall be bound both severally and jointly with the other(s); and the Obligations shall include all
debts, liabilities and obligations owed to Secured Party by any Debtor solely or by both or several or all Debtors jointly or jointly and severally, and all property
described in Section 1 shall be included as part of the Collateral, whether it is owned jointly by both or all Debtors or is owned in whole or in part by one (or
more) of them.
4829-1726-4921, v. 1
4.
$_______________ Woodbury, Minnesota
______________, 201_
SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, _________________________, a _____________________

(“Maker”), [jointly and severally] hereby [each] promises to pay to the order of Anytime Fitness, LLC., a
Minnesota limited liability company, and its successors and assigns (“Holder”), at 111 Weir Drive,
Woodbury, MN 55125, or such other place as may be designated from time to time by Holder, the
principal sum of ______________________________________________ Dollars ($__________) or, if
less, so much thereof as from time to time may be advanced by Holder pursuant to that certain Loan
Agreement dated as of the date hereof by and between Holder and Maker (the “Loan Agreement”),
together with interest on the unpaid principal balance outstanding from time to time (the “Principal
Balance”), commencing on the date hereof until the occurrence of an Event of Default, at zero percent
(0%) per annum. Upon an occurrence of an Event of Default (as defined below) and continuing until this
Note has been paid in full, interest shall accrue at a fixed default interest rate equivalent to twelve and
No/100 percent (12%) on the unpaid principal balance outstanding, including after the Maturity Date (as
defined below).
The entire Principal Balance, together with any unpaid interest accrued thereon as described
below, shall be fully due and payable on the earlier to occur of: 1) the date that is ninety (90) days after
the date of the last draw on this Note or 2) the date that is thirty (30) days after the opening of that certain
Anytime Fitness facility located at ___________________________ (the “Center”). Maker hereby
authorizes the billing and payment processor for the Center (as defined below) to deduct from any monies
it collects on Maker’s behalf, all amounts Maker is obligated to pay Holder under this Note, on the due
date for such payment.
This Note may be prepaid in whole or in part at any time and from time to time without premium
or penalty. In addition, to the extent that Maker receives reimbursement of any of its expenditures for the
remodeling of the Center, Maker shall immediately transmit such amounts to Holder as mandatory
prepayments, and Maker hereby appoints Holder as its attorney-in-fact to direct its landlord to remit such
payments directly to Holder to be applied against the balance owing on this Note. Any payment
hereunder shall be allocated first to payment of any costs and expenses incurred in collecting this Note or
in enforcing any provision of the “Security Agreement” (as such term is hereinafter defined); second to
the payment of interest then accrued on the Principal Balance; and the remainder, if any, shall be applied
in reduction of the Principal Balance.
This Note is secured by that certain Security Agreement dated as of the date hereof by and
between the parties hereto (the “Security Agreement”).
The occurrence of any of the following shall constitute an “Event of Default” hereunder:
(a) the failure to make any payment required under this Note when due;
(b) the insolvency of, appointment of receiver of all or part of the property of, assignment for
the benefit of creditors by, or commencement of any proceeding under any bankruptcy or
insolvency laws by or against, Maker;
(c) the insolvency of, appointment of receiver of all or part of the property of, assignment for
the benefit of creditors by, or commencement of any proceeding under the Loan Agreement;
(d) the breach by Maker or event of default by Maker under the Security Agreement;
(e) the breach by Maker or event of default by Maker under the Loan Agreement;
(f) the breach by Maker or event of default by Maker under that certain Lease Agreement for
the operation of the Center;
(g) the breach by Maker or event of default by Maker under that certain Franchise
Agreement (the “Franchise Agreement”) between Maker and Holder for the operation of the
Center, if such breach is not cured within ten (10) days following notice from Holder to Maker
(regardless whether Holder exercises any right it may have to terminate the Franchise
Agreement); or
After the occurrence of an Event of Default, Holder may, at its option by written notice to Maker,
declare this Note to be immediately due and payable, and this Note shall be due and payable, together
with all accrued interest thereon, without presentment, demand, protest or other notices of any kind. In
addition, the remaining balance due hereunder shall accelerate upon sale of all or substantially all of the
assets that secure this Note. Upon the occurrence of an Event of Default, Holder shall also be entitled to
all of the rights and remedies set forth in the Loan Agreement or the Loan Documents (as defined in the
Loan Agreement).
No provision, and no breach of any provision, of this Note shall be deemed waived by Holder
unless such waiver is in writing and signed by Holder, and no waiver by Holder shall operate as or be
construed to be a waiver of any subsequent application of such provision or any subsequent breach of
such provision.
Time is of the essence in this Note. Except for notice of acceleration as provided above, Maker
hereby waives presentment, demand for payment, notice of dishonor, notice of protest, protest, and all
other notices or demands in connection with the delivery, acceptance or performance of, or default under,
this Note. Maker further agrees to pay all costs of collection, including reasonable attorneys’ fees and
court costs, incurred by Holder in the event this Note, or any portion hereof, is not paid when due,
regardless of whether or not any legal proceeding is actually initiated against Maker in connection with
this Note. This Note shall be governed by and construed in accordance with the laws of the State of
Minnesota, without giving effect to such jurisdiction’s principles regarding conflicts of laws. [All
obligations of each Maker herein are joint and several.]
IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first written
above.
MAKER:
By:
Name:
Title:
2.
LEASE RIDER
THIS LEASE RIDER is attached to and made a part of the Lease Agreement (the “Lease”) dated
________, 2013 (the “Lease Execution Date”) by and between
________________________________ (“Landlord”) and ________________________ (“Tenant”)
for certain space (the “Premises”) described in the Lease as being located at
___________________, __________. All capitalized terms shall have the same meanings as in
the Lease unless defined otherwise in this Lease Rider. If any of the terms of this Lease Rider
conflict with any of the terms of the Lease, the provisions of this Lease Rider shall prevail.
(1) Rights of Franchisor.
(a) Landlord acknowledges that Tenant is a franchisee of Anytime Fitness, LLC

(“Franchisor”), and that the business to be located at the Premises (“Club”) is operated under the
“Anytime Fitness®” franchise system, pursuant to a franchise agreement (“Franchise Agreement”)
between Tenant and Franchisor.
(b) Landlord acknowledges that Franchisor is providing interim financing to Tenant to

defray the costs of constructing the Club improvements to be re-paid to Franchisor upon Tenant’s
receipt of Landlord’s tenant improvement contribution (“Landlord’s Contribution”) as described and
set forth in the Lease. Such Franchisor financing shall be evidenced by a secured promissory note
(“Note”) made payable by Tenant to Franchisor. Landlord and Tenant agree that any default by
Tenant under the Note shall also constitute a breach by Tenant of the Lease entitling Franchisor to
the rights and remedies described herein. Franchisor agrees to furnish to Landlord copies of any
correspondence and notices sent to Tenant pertaining to the Note at the same time that such
correspondence and notices are sent to Tenant. Landlord and Tenant shall and hereby agree to
assign all of Tenant’s rights to the Landlord’s Contribution to Franchisor and Landlord shall pay any
such Landlord Contribution payments directly to Franchisor within thirty (30) days of the satisfaction
of the conditions in the Lease with respect to the payment of the Landlord Contribution.
(c) Landlord agrees to furnish to Franchisor copies of any and all correspondence and
notices sent to Tenant pertaining to the Lease and the Premises at the same time that such
correspondence and notices are sent to Tenant. Without limiting the foregoing, in the event of any
default by Tenant, Landlord shall give Franchisor written notice of such default. If Tenant has failed
to cure such default at the expiration of the applicable cure period, Landlord shall give Franchisor
further written notice of such failure (“Franchisor Notice”). Following Franchisor’s receipt of the
Franchisor Notice, Franchisor shall have the right (but not the obligation) to cure Tenant’s default
before Landlord shall exercise any of Landlord’s remedies arising as a consequence of Tenant’s
default. Any such cure shall be effectuated within fifteen (15) days following Franchisor’s receipt of
the Franchisor Notice. Such cure by Franchisor shall not be deemed to be an election to assume
the terms, covenants, obligations and conditions of the Lease.
(d) If Franchisor cures Tenant’s default, or if Franchisor notifies Landlord that either the
Note remains unpaid after demand or that the Franchise Agreement has been terminated (which
termination shall constitute a non-curable default pursuant to the Lease upon Landlord’s receipt of
Franchisor’s notice thereof), Landlord agrees, upon Franchisor’s written request, to assign to
Franchisor any and all rights that Landlord may have under the Lease to remove and evict Tenant
from the Premises and shall cooperate with Franchisor in order to pursue such action to a
conclusion.
(e) If Franchisor cures Tenant’s default or notifies Landlord of the termination of the
Franchise Agreement, Franchisor shall have the right and option, upon written notice to Landlord, to
do the following:
1. Undertake to perform the terms, covenants, obligations and conditions of the

Lease on behalf of the Tenant (notwithstanding any removal or eviction of Tenant) for a period not
to exceed six (6) months from the first (1st) date of any cure by Franchisor; or
2. At any time within or at the conclusion of such six (6) month period, assume
the terms, covenants, obligations and conditions of the Lease for the remainder of the term,
together with any applicable renewal options. In such event, Landlord and Franchisor shall enter
into an agreement to document such assumption. Franchisor is not a party to the Lease and shall
have no liability under the Lease unless and until said Lease is assigned to, and assumed by,
Franchisor as herein provided.
(f) If, during the six (6) month period set forth in section (e)(1) above or at any time after
the assignment contemplated in section (e)(2), Franchisor shall notify Landlord that the franchise
for the Club is being granted to another Anytime Fitness franchisee, Landlord shall permit the
assignment of the Lease to said franchisee, without any further consent of Landlord being required
as a condition thereto and without the payment of any fee or other cost requirement. Thereafter,
Franchisor shall be released from any and all further liabilities under the Lease. The parties agree
to execute any commercially reasonable documents in furtherance of this section.
(g) Until the Note has been paid in full, Tenant will not assign the Lease or renew or
extend the term thereof without the prior written consent of Franchisor, nor shall Landlord and
Tenant amend or otherwise modify the Lease in any manner that could materially affect any of the
foregoing requirements without the prior written consent of Franchisor.
(h) Franchisor shall have the right to enter the Premises to make any modification or
alteration necessary to protect the Anytime Fitness franchise system and marks or to cure any
default under the Franchise Agreement or under the Lease, without being guilty of trespass or any
other crime or tort. Landlord shall not be responsible for any expenses or damages arising from any
such action by Franchisor. Tenant hereby releases, acquits and discharges Franchisor and
Landlord, their respective subsidiaries, affiliates, successors and assigns and the officers, directors,
shareholders, partners, employees, agents and representatives of each of them, from any and all
claims, demands, accounts, actions and causes of action, known or unknown, vested or contingent,
which any of them may have, ever had, now has, or may hereafter have by reason of any event,
transaction or circumstance arising out of or relating to the exercise of Franchisor’s rights pursuant
to the Lease Rider.
(i) In addition, notwithstanding any other provision set forth in the Lease, in the event
that Landlord breaches the Lease by either: (i) failing to make any repayment of the Landlord
Contribution or other amount to be provided by Landlord for the cost of constructing Club
improvements; or (ii) failing to pay any referral fees due to Tenant’s real estate representative for
the referral of Tenant to the Premises pursuant to a written agreement with Tenant’s real estate
representative and Landlord or Landlord’s referral agent; then, in either case, Tenant shall have the
right to set-off any such amounts due to Franchisor or to Tenant’s real estate representative,
together with interest on the unpaid amount at sixteen percent (16%) per annum or the maximum
amount allowed by law, until such amounts are repaid in full, against rent payments and any other
amounts due to Landlord by Tenant under the Lease, and pay such amounts directly to Franchisor
or its real estate representative, as applicable. Such an event shall not constitute an ‘event of
default’ under the Lease, nor may Landlord make any demand on Tenant for any such sums.
(j) All notices sent pursuant to this Lease Rider shall be sent in the manner set forth in
the Lease, and delivery of such notices shall be effective as of the times provided for in the Lease.
For purposes of notice under the Lease, Franchisor’s mailing address shall be 111 Weir Drive,
Woodbury, MN 55125, Attn: Legal Counsel, which address may be changed by written notice to
Landlord in the manner provided in the Lease.
LANDLORD: TENANT:
BY: BY:
TITLE: TITLE:
DATE: DATE:
FRANCHISOR:
BY:
TITLE:
DATE:
4818-1671-9129, v. 1
EXHIBIT K
PROVISION SECURITY SOLUTIONS, LLC TECHNOLOGY SOLUTIONS AGREEMENT

TECHNOLOGY SOLUTIONS SERVICES AGREEMENT
THIS TECHNOLOGY SOLUTIONS SERVICES AGREEMENT (the “Agreement”) is made and

entered into as of the day of , 20 (the "Effective Date"), by and between ProVision Security
Solutions, LLC, a Minnesota limited liability company (“ProVision”) and
, (“Customer”) having an Anytime Fitness Center located at the
following address: (the
“Facility”).
1. Services:
a. Website and Email Hosting Services. ProVision agrees to perform and provide to Customer
services consisting of non-exclusive electronic access to a digital information processing,
transmission and storage system ("Server") to store Customer's web site ("Site") and make the Site
available via the global computer communications network ("Internet"). ProVision also agrees to
provide and host for Customer up to five (5) Microsoft Exchange email mailboxes under the
@anytimefitness.com domain (“Mailboxes”). ProVision’s email hosting services shall be limited to:
(i) account setup and deletion; (ii) password resets; (iii) assisting with email exporting (.pst files);
(iv) operational training; and (v) troubleshooting relating to access, delivery or receiving of emails.
The foregoing services in this Section 1(a) are the "Hosting Services". Customer agrees that the
Hosting Services shall not include any web site development services, authorship or creation with
respect to the Site.
b. Global Access Software Installation and Support. ProVision agrees to install the Anytime Fitness-
approved proprietary club management and global access/reciprocity software (the “Proprietary
Software”) on Customer's Equipment (defined in Section 3.d.) for access control and to provide
remote technical maintenance, troubleshooting and configuration of the Proprietary Software and
Customer’s access control network ("Proprietary Installation and Support Services" or "Proprietary
I&S Services"). The Proprietary I&S Services include anti- virus and anti-malware services relating
to the disruption of the Proprietary Software and may include the periodic upgrading of the
Proprietary Software with newer versions or releases. All support for the Proprietary Software is
provided remotely. Upgrades, updates or other changes to the Proprietary Software may be made
remotely and at such times as ProVision deems necessary or appropriate, in its sole discretion, with
or without notice. Upon availability of a new release or version of the Proprietary Software, ProVision
may cease supporting prior versions or releases upon not less than thirty (30) days prior written
notice. Any new or additional Equipment necessitated by a software upgrade will be the responsibility
of Customer.
c. Security Monitoring. ProVision agrees to perform and provide to Customer physical security
monitoring services at the Facility ("Security Monitoring Services") if, and only if, Customer
purchases all security equipment through ProVision pursuant to a separate purchase order and
ProVision installs that equipment. Customer acknowledges that the Security Monitoring Services will
include the monitoring of the physical alarm system but such Security Monitoring Services do not
include monitoring video recorders, closed circuit televisions (CCTVs) or Customer’s local area
network. ProVision will not provide Security Monitoring Services for a security system purchased
from, or installed by, a third party.
d. Availability of Services. The Hosting Services, Technology Services, Proprietary I&S Services
and Monitoring Services (if applicable) are collectively referred to as the "Services." Subject to the
terms and conditions of this Agreement, ProVision shall attempt to provide the Services for twenty-
four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Customer
agrees that from time to time the Services may be inaccessible or inoperable for any reason,
including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or
repairs which ProVision may undertake from time to time; or (iii)
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causes beyond the control of ProVision or which are not reasonably foreseeable by ProVision,
including, without limitation, interruption or failure of telecommunication or digital transmission links,
hostile network attacks network congestion or other failures. Customer agrees that ProVision has
no control of availability of Services on a continuous or uninterrupted basis.
e. Technology Services. ProVision will bill you on a monthly basis for the service and license fees
associated with the technology and software systems required to operate your Anytime Fitness
center in accordance with the terms and conditions of your Franchise Agreement (the “Technology
Solutions Fee”) and, where applicable, will remit the designated portion of the Technology Solutions
Fee to the appropriate affiliate, licensor or service provider(s). The monthly license and service fees
that make up the Technology Solutions fee are: Anytime Health Membership fee, Global Access fee,
Club Management Software fee, fitness scanning monthly license fee, music licensing monthly license
fee, and the ProVision cellular backup fee.
f. ProVision Materials. In connection with performance of the Services and at the sole discretion of
ProVision with no obligation, ProVision may provide to Customer certain materials, including, without
limitation, the Proprietary Software or other computer software (in object code or source code form),
data, documentation or information developed or provided by ProVision or its suppliers under this
Agreement, domain names, electronic mail addresses and other network addresses assigned to
Customer, and other know-how, methodologies, equipment, and processes used by ProVision to
provide the Services to Customer ("ProVision Materials").
g. Customer Content. Customer shall be solely responsible for providing, updating, uploading and
maintaining the Site and any and all files, pages, data, works, information and/or materials on, within,
displayed, linked or transmitted to, from or through the Site, including, without limitation, trade or
service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other
messages, metatags, domain names, software and text ("Customer Content"). The Customer
Content shall also include any registered domain names provided by Customer or registered on
behalf of Customer in connection with the Services.
2. Licenses, Access and Proprietary Rights
a. License of Customer Content. Customer grants to ProVision, and ProVision accepts from
Customer, a non-exclusive, worldwide and royalty free license to copy, display, use and transmit on
and via the Internet the Customer Content in connection with ProVision's performance or
enforcement of this Agreement.
b. Access to Customer Equipment and Facilities. Customer shall permit ProVision access to the
Facility and/or provide ProVision with electronic access to install and configure all Equipment, the
Technology Services, and/or the ProVision Materials as necessary for ProVision to perform the
Services.
c. License of ProVision Materials and Technology Services. In consideration of Customer's
payment of all compensation to ProVision pursuant to Section 4, ProVision grants to Customer, and
Customer accepts from ProVision, a limited, non-transferable, non-exclusive license, for the term of
this Agreement, to use the ProVision Materials and the Technology Services, solely in connection with
the operation of the Anytime Fitness Facility and in connection with the Site for Customer's internal
business purposes.
d. ProVision Proprietary Rights. ProVision shall retain all of its right, title and interest (including
copyright and other proprietary or intellectual property rights) in the ProVision Materials and
Technology Services and all legally protectable elements, derivative works, modifications and
enhancements thereto, whether or not developed in conjunction with Customer, and whether or not
developed by ProVision, Customer or any contractor, subcontractor or agent for ProVision or
Customer. To the extent that ownership of the ProVision Materials do not automatically vest in
ProVision by virtue of this Agreement or otherwise, Customer agrees to and hereby does transfer and
assign to ProVision all right, title and interest in the ProVision Materials and Technology Services and
protectable elements or derivative works thereof. Upon any termination or expiration of this
Agreement, Customer shall return all ProVision Materials and Technology Services (if applicable) to
ProVision and erase andremove all copies of all ProVision Materials and Technology Services from any
computer equipment and media in Customer's possession, custody or control.
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3. Site and Services Terms and Limitations
a. Site Storage and Security. At all times, Customer shall bear full risk of loss and damage to the
Site and all Customer Content. Customer shall be solely responsible for undertaking measures to:
(i) prevent any loss or damage to Customer Content; (ii) maintainindependent archival and backup
copies of the Site and all Customer Content; (iii) ensure the security, confidentiality and integrity
of all Customer Content transmitted through or stored on the Server; and (iv) ensure the
confidentiality of Customer's password. The Server, ProVision and Services are not an archive and
ProVision shall have no liability to Customer or any other person for loss, damage or destruction of
any Customer Content. If Customer's password is lost, stolen or otherwise compromised, Customer
shall promptly notify ProVision, whereupon ProVision shall suspend access to the Services by use
of such password and issue a replacement password to Customer's authorized representative.
b. Acceptable Use Policy. Customer is solely responsible for all acts, omissions and use under and
charges incurred with Customer's account or password or in connection with the Site or any
Customer Content displayed, linked, transmitted through or stored on the Server. Customer agrees
not to engage in unacceptable use of any Services, which includes, without limitation, use of the
Services to: (i) disseminate or transmit unsolicited messages, chain letters or unsolicited
commercial email; (ii) disseminate or transmit any material that, to a reasonable person may be
abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or
malicious; (iii) disseminate or transmit files, graphics, software or other material, data or work that
actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual
property right of any person;
(iv) create a false identity or to otherwise attempt to mislead any person as to the identity, source
or origin of any communication; (v) export, re-export or permit downloading of any message or
content in violation of any export or import law, regulation or restriction of the United States and
its agencies or authorities, or without all required approvals, licenses and/or exemptions; (vi)
interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network
or account for which Customer does not have authorization to access or at a level exceeding
Customer's authorization; (vii) disseminate or transmit any virus, trojan horse or other malicious,
harmful or disabling data, work, code or program; or (viii) engage in any other activity deemed by
ProVision to be in conflict with the spirit or intent of this Agreement or any ProVision policy.
c. Rights of ProVision. Customer agrees that ProVision may, in its sole discretion, remove or
disable access to all or any portion of the Site or Customer Content stored on the Server at any
time and for any reason. ProVision has no obligation to monitor the Site or any Customer Content,
but reserves the right in its sole discretion to do so.
d. Equipment and Connectivity. Customer shall be solely responsible for providing, maintaining
and ensuring compatibility with all hardware, software, electrical and other physical requirements
necessary for ProVision to perform the Services and for Customer to access the Site, including,
without limitation, telecommunications and digital transmission connections and links, routers,
switches, modems, local area network servers, virus software, firewalls, or other equipment
(collectively "Equipment"). Customer shall be solely responsible for providing a connection to the
Internet from its Facility and for setting up a local area network, including without limitation to
allow data to flow between Customer’s Facility and ProVision’s data centers in a secure manner via
the Internet.
e. Alarm Permit. Customer acknowledges that an alarm permit may be required. Obtaining the
alarm from the local authority (Police or Fire Departments) is the responsibility of Customer.
f. Monthly Alarm Testing. Customer agrees that a monthly test of the security system is required.
4. Payment Terms
a. Payments. Customer shall pay ProVision for the Services and licenses identified in Section 2 in
the amount set forth below.
1-3 centers: $799.00 / month / Anytime Fitness Center

4-9 centers: $649.00 / month / Anytime Fitness Center
10+ centers: $599.00/ month / Anytime Fitness Center
25+ centers: $549.00/ month / Anytime Fitness Center
Express centers: $720.00/ month / Anytime Fitness Center
ProVision will not provide Security Monitoring Services for any security system purchased from or
installed by a third party.
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b. Invoices. Customer will be invoiced on a monthly basis in advance. Customer is to promptly
arrange for ProVision's invoices to be paid directly by Customer's member billing and processing
service provider ("Customer's Billing Processor") which Customer was required to establish upon
becoming a franchisee of Anytime Fitness, LLC. Customer hereby irrevocably appoints ProVision as
Customer's attorney-in-fact to contact Customer's Billing Processor and to make all necessary
arrangements on behalf of Customer so as to ensure all arrangements for payment of ProVision's
invoices are timely made through Customer's Billing Processor. ProVision reserves the right to
invoice on a pro rata basis for any part of a calendar month to allow for subsequent invoices to be
calculated and paid on a calendar monthly basis. If Customer is delinquent in its payments, ProVision
may suspend Services upon written notice to Customer until all payments are current and ProVision
may modify the payment terms to require other assurances to secure Customer's payment obligations
hereunder. All fees charged by ProVision for Services are exclusive of taxes and similar fees now in
force or enacted inthe future imposed on the transaction, all of which the Customer will be responsible
for, except for taxes based on ProVision's net income. Customer agrees that amounts of any unpaid
invoice shall accrue interest at one and one half percent (1.5%) per month or the maximum amount
permitted by law, whichever is less. Customer shall pay all costs of collection, including reasonable
attorney's fees and costs, in the event any invoice requires collection efforts.
c. Taxes. Customer shall promptly pay all federal, state and local taxes arising out of this Agreement
and the Services and equipment described herein, including any sales to similar tax on any payments
payable to ProVision under this Agreement. ProVision will not be liable for these or any other taxes,
and Customer will indemnify ProVision for any such taxes that may be assessed or levied against
ProVision which arise or result from the Services or equipment described in this Agreement.
5. Warranties and Disclaimer
a. ProVision Warranties. ProVision warrants to Customer that: (i) ProVision has the right and
authority to enter into and perform its obligations under this Agreement; and (ii) ProVision shall
perform the Services in a commercially reasonable manner. Customer's sole remedy in the event of
breach of this warranty will be to terminate the Agreement pursuant to Section 8.
b. Customer Warranties. Customer represents and warrants to ProVision that: (i) Customer has
the power and authority to enter into and perform its obligations under this Agreement;
(ii) Customer Content does not and shall not contain any content, materials, data, work, trade or
service mark, trade name, link, advertising or services that actually or potentially violates any
applicable law or regulation or infringe or misappropriate any proprietary, intellectual property,
contract or tort right of any person; and (iii) Customer has express written authorization from the
owner to copy, use and display the Customer Content on and within the Site.
c. Disclaimer of Warranty. EXCEPT AS EXPRESSLY STATED AT SECTION 5(a), PROVISION MAKES
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE, CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT. PROVISION EXPRESSLY
DISCLAIMS ANY WARRANTY THAT THE SERVICES OR PROVISION MATERIALS WILL MEET
CUSTOMER’S REQUIREMENTS OR WILL BE UNINTERRUPTED, ERROR FREE, VIRUS OR MALWARE
FREE, COMPLETELY SECURE OR FREE FROM DATA LOSS.
6. Limitation of Liability
EXCLUSIVE OF LIABILITY UNDER SECTION 7 (INDEMNIFICATION), IN NO EVENT SHALL PROVISION BE
LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFIT OR
GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT
MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE,
EVEN IF PROVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVISION'S TOTAL
LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CUSTOMER TO PROVISION
HEREUNDER FOR THE ONE (1) YEAR PERIOD PRIOR TO ANY ACT OR OMISSION GIVING RISE TO ANY
POTENTIAL LIABILITY.
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7. Indemnification
a. By Customer. Customer agrees to indemnify, hold harmless and defend ProVision and its
directors, officers, employees and agents from and against any third-party action, claim, demand,
dispute, or liability, including reasonable attorney's fees and costs, arising from or relating to: (i)
Customer's breach of this Agreement; (ii) any negligence or willful misconduct of Customer; (iii)
any allegation that the Site or Customer Content infringes a third person's copyright, trademark or
proprietary or intellectual property right, or misappropriates a third person's trade secrets; or (iv)
any action or conduct of ProVision undertaken pursuant to this Agreement. Customer agrees that
ProVision shall have the right to participate in the defense of any such claim through counsel of its
own choosing.
b. By ProVision. ProVision agrees to indemnify, hold harmless and defend Customer and its
directors, officers, employees and agents from and against any third-party action, claim, demand
or liability, including reasonable attorney's fees and costs, arising from or relating to any allegation
that the ProVision Materials infringe a third person's copyright, trademark or proprietary or
intellectual property right, or misappropriates a third person's tradesecrets.
8. Insurance
a. At all times during the term of this Agreement, Customer must maintain in force, at its sole
expense, the types and amounts of insurance that ProVision may require from time to time. The
insurance coverage must be maintained under one or more policies of insurance issued by insurance
companies rated A+ or better by Alfred M. Best & Company, Inc. All policies must name ProVision
and Anytime Fitness, LLC as additional insureds and must provide that ProVision receives ten (10)
days’ prior written notice of termination, expiration, reduction or cancellation of any such policy.
Upon the execution of this Agreement you must provide us with a copy of the certificate or other
evidence as ProVision may require of the required insurance. Customer must submit to us annually,
a copy of the certificate or other evidence of the renewal or extension of any such insurance.
9. Term and Termination
a. Term. The term of this Agreement shall commence on the Effective Date and shall continue
concurrent with Customer’s Franchise Agreement executed between itself and Anytime Fitness, LLC
to operate an Anytime Fitness Center at the Facility (“Franchise Agreement”).
b. Termination. This Agreement may be terminated: (i) by ProVision upon ten (10) days written
notice to Customer, unless Customer’s Franchise Agreement with Anytime Fitness, LLC to operate an
Anytime Fitness Center at the above identified location terminates for any reason, or expires, in which
case ProVision may terminate this Agreement immediately without notice to Customer; or (ii) by a
written agreement executed by the parties. Notwithstanding the foregoing, ProVision reserves the
right, in its sole discretion and without prior notice, at any time, to suspend Customer's access to
or use of the Server, Services or any portion thereof, in the event ProVision believes or has reason
to believe that Customer is in violation or may be violating any term or condition of this Agreement.
In the event of suspension of Services, ProVision shall thereafter provide prompt written notice to
Customer of the suspension of Services and the reasons therefore.
c. Rights Upon Termination. In the event this Agreement is terminated for any reason, Customer
shall pay ProVision, on a pro rata basis, for all Services provided to Customer up to the date of
termination.
9. General
a. Independent Contractors. The parties and their respective personnel, are and shall be
independent contractors and neither party by virtue of this Agreement shall have any right, power
or authority to act or create any obligation, express or implied, on behalf of the other party.
b. Assignment. Customer may not assign any of its rights, duties or obligations under this
Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed
void and/or a material breach of this Agreement.
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c. Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective
unless in writing and signed by the party against whom such waiver is sought to be enforced. No
delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy
hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.
d. Severability. If any provision of this Agreement is determined to be invalid under any applicable
statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement
shall remain enforceable.
e. Notice. All notices shall be in writing and shall be deemed to be delivered when received by
certified mail, postage prepaid, return receipt requested. All notices shall be directed to the parties
at the respective addresses given above or to such other address as either party may, from time to
time, designate by notice to the other party.
f. Amendment. No amendment, change, waiver, or discharge hereof shall be valid unless in writing
and signed by both parties.
g. Governing Law, Jurisdiction and Venue. This Agreement shall be governed in all respects by the
laws of the State of Minnesota without regard to its conflict of laws provisions. The parties hereto
expressly agree that venue shall be exclusively in the state or federal courts located in Ramsey
County, Minnesota. The parties hereto hereby consent to the exclusive jurisdiction of the federal
and state courts in Ramsey County, Minnesota and expressly waive any objection to personal
jurisdiction, improper venue and/or convenience of such forums.
h. Survival. The definitions of this Agreement and the respective rights and obligations of the parties
under Sections 1(f), 2(a), 2(d), 3, 4, 5(b), 5(c), 6, 7, 8(c) and 9 shall survive any termination or
expiration of this Agreement.
i. Force Majeure. If the performance of any part of this Agreement by either party is prevented,
hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or
governmental action, labor disputes, act of God or any other causes beyond the control of either
party, that party shall be excused from such to the extent that it is prevented, hindered or delayed
by such causes.
j. Entire Agreement. This Agreement constitutes the complete and exclusive statement of all
mutual understandings between the parties with respect to the subject matter hereof, superseding
all prior or contemporaneous proposals, communications and understandings, oral or written.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed
this Agreement.
CUSTOMER ProVision Security Solutions, LLC
Signed: _______________________ Signed: _______________________
Printed: ___________________________ Printed: ___________________________
Title:______________________________ Title:______________________________
Date:______________________________ Date:______________________________
6
EXHIBIT L
NATIONWIDE MUTUAL INSURANCE COMPANY

BOND APPLICATION
General Application
Effective Date:
Expiration Date:
AGENT Arthur J. Gallagher & Co. - Agt 47893 ADDRESS

S.S. #
1. Name of Applicant FED ID#
Address
2. Type of Bond Health Club
3. Amount of Bond $
4. To Whom Payable
INDEMNITY AGREEMENT
The undersigned applicant and indemnitors (collectively referred to as “Indemnitors”) hereby request Nationwide Mutual Insurance Company, and/or AMCO
Insurance Company, Allied Property and Casualty Insurance Company, and/or Depositors Insurance Company (collectively referred to as “Company”) to
become surety for the above bond(s), or any bond(s) in substitution for or in succession of the said bond(s). The Indemnitors certify that the information and
statements provided to the Company for the purpose of securing this bond(s) are true and correct and further jointly and severally agree:
1. the Company is authorized and empowered, without notice to or knowledge of the Indemnitors, to assent to any change whatsoever in the
bond(s), to execute or consent to the execution of any continuations, extensions, renewals, enlargements, modifications, changes, or alterations of the bond(s)
and to execute any substitute or substitutes therefore, with the same or different conditions, provisions, and obligees and with the same or larger or smaller
penalties, it being expressly understood and agreed that the indemnitors shall remain bound under the terms of this Agreement even though any such asset by
the Company does or may substantially increase the liability of said Indemnitors.
2. that the Company is hereby authorized to make any inquiry as may be necessary from financial institutions, persons, firms, credit reporting
agencies and other entities in order to confirm and verify information provided to the Company by the indemnitors as an inducement for the issuance of the
bond(s) or for the continuance of such bond(s).
3. to pay to the Company the usual annual premium until such time as the Company has been provided with satisfactory and conclusive evidence
that all liability under the bond(s) has been terminated and no further liability exists.
4. to perform all the conditions of such bond(s) and to indemnify and save the Company harmless from any and all liability, demands, losses, costs,
damages and expenses, including attorney and counsel fees, which the Company may sustain or incur by reason of or in consequence of the execution of such
bond(s) by the Company, or incurred in obtaining a release of liability or evidence of termination under such bond(s) or incurred by the company in enforcing
any provision of this agreement.
5. that upon demand by the Company for any reason whatsoever, to deposit funds with the Company in an amount sufficient to satisfy any claim
against the Company by reason of such bond(s).
6. that the Company shall have the exclusive right to adjust, settle or compromise any claim under such bond(s) unless one or more of the
Indemnitors shall, in writing, request the Company to litigate such claim and shall deposit immediately with the Company collateral satisfactory to the
Company in kind and amount.
7. that the itemized statement of loss and expense incurred by the Company, sworn to by an officer of the Company, shall be prima facie evidence
of the fact and extent of the liability of the Indemnitors to the Company.
8. that the Company may decline to become surety on any bond(s), and in case it does act as surety the Company shall have the right to withdraw or
cancel any bond(s) whenever it shall see fit; and in any event the Company shall not be required to disclose the reason upon which its action is based and shall
not be responsible for any loss or damage that may be sustained by reason of such action.
9. that in the event of any payment by the Company, the indemnitors shall pay the Company interest on such amounts at the maximum legal rate
from the date such payments are made.
This agreement of Indemnity shall be deemed effective as of the date of execution of the bond(s) even though it may be signed subsequent to this date.
(Name of Applicant)
By SS#
(Date Signed) (Indemnitor)
SS#
SS#
(Date Signed) (Indemnitor \ Spouse)
SS#
SS#
(Date Signed) (Indemnitor \ Spouse)
NOTE: If Applicant or Indemnitor is a corporation, the corporate name must be signed in full, with the officer’s name and title on the line below and the seal of the corporation
affixed. If a co-partnership, the firm name must be signed and each member of the firm must sign individually.
EXHIBIT M
CLUB MANAGEMENT SOFTWARE SERVICE AGREEMENTS
FDD
Service Agreement
Club OS Agreement Acceptance

By signing below, the Client accepts the Club OS Terms and Conditions attached to this Agreement and
acknowledges and agrees that Club OS will begin charging Anytime Fitness, LLC or one of its affiliates, ProVision
Security Solutions, LLC (collectively, “Anytime Fitness”), on behalf of Client, the monthly subscription fees for the
Licensed Software on a per location basis pursuant to the terms in the Software and Services Agreement between Club
OS and Anytime Fitness, as amended.
Client:
Signature:
Authorized Signer’s Name:
Effective Date:
By signing below, Client agrees to not use Club OS’s software or services, or otherwise transmit or conduct business
in a manner which violates the Telephone Consumer Protection Act of 1991, as amended (with the rules and regulations
promulgated thereunder, the “TCPA”).
Client:
Signature:
Authorized Signer’s Name:
Effective Date:
[Terms and Conditions Follow]

Service Agreement
TERMS AND CONDITIONS

1. DEFINITIONS
1.1 “Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with, the
indicated person or entity.
1.2 “AF Agreement” means that certain Software and Services Agreement between TSI and Anytime Fitness, LLC ( “Anytime
Fitness”), with an effective date of March 31, 2019, as amended , and as may be further amended from time to time.
1.3 “Agreement” means this written software subscription agreement for the Licensed System and/or Services between TSI and
Client.
1.4 “Confidential Information” shall mean all written or oral information, disclosed by any party to the other, related to the operations
of any party or a third party that has been identified as confidential or that by the nature of the information or the circumstances
surrounding disclosure ought reasonably to be treated as confidential.
1.5 “Client Data” means information provided by Your End-Users or You in connection with the Licensed System, together with any
such changes to such data and information resulting from the use of Licensed System; including without limitation, personal
information, transactional, and credit card information, any videos, workouts, dietary, and work-out logs.
1.6 “End Users” means a user of the Licensed System. End Users may include but are not limited to Your employees, members,
consultants, contractors and agents, and third parties with which You transact business.
1.7 “Licensed System” means the TSI cloud-based software application and features offered to Client pursuant to the AF
Agreement. and may include additional modules or features agreed upon by the parties from time to time in an Order Form.
1.8 “Intellectual Property Rights” shall mean any and all now known or hereafter known tangible and intangible (a) rights associated
with works of authorship, including but not limited to copyrights and moral rights, (b) trademark and trade name rights and similar
rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial
property rights (of every kind and nature however designated) (including logos, “rental” rights and rights to remuneration), whether
arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions,
continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).
1.9 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents
or programs.
1.10 “Order Form” means the documents for placing orders for the additional add-ins and features to the Licensed System not
contemplated in this Agreement or the AF Agreement, that are entered into between TSI and Client from time to time, including
addenda and supplements thereto. Order Forms shall be deemed incorporated herein by reference.
1.11 “Privacy Policy” means a written policy stating TSI’s practices in the collection and disclosure of information from End Users of
its products and services.
1.12 “Services” means Technical Support, Hosting Services, other services performed by TSI under this Agreement.
1.13 “Technical Support” means TSI’s services which provide End-User support, technical support, fixes, patches and routine
updates to the Licensed System.
1.14 “Website” means club-os.com
1.15 “We,” “Us” or “Our”, “TSI” or “Club OS” means Technique Software, Inc. d/b/a Club OS.
1.16 “You” or “Your” or “Client” or “Club” means the company or other legal entity for which you are accepting this Agreement, and
Affiliates of that company or entity.
1.17 “Usage Data” means all informational data regarding use of the Licensed System by End-Users.
2. LICENSE
2.1 Grant of License. Subject to the provisions of this Agreement and the AF Agreement as well as the payment of all applicable
subscription fees for the Licensed System, TSI grants Client and Client accepts a limited, personal, non-exclusive, non-transferable,
non-assignable license to access and use the Licensed System with the particular user roles available to Client according to Client
subscription type.
3. SERVICES
3.1 Usage Limitations: Use of the Licensed System may be subject to limitations. Any such limitations will be specified in this
Agreement and in the Website Terms of Use made available on the Website and updated from time to time.
3.2 Use Disclaimer: Except as set forth in in Section 6.1, Your use and access of the Licensed System, the TSI Website and
all contents associated therewith are at your sole risk.
3.3 Provision of Services. We shall make the Licensed System and Services available to You pursuant to this Agreement and
the relevant Order Forms during the subscription term specified in the Order Form. You agree that Your purchases hereunder are
neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made
by Us regarding future functionality or features.
3.4 Club Subscriptions. Unless otherwise specified in the applicable Order Form, (i) the Licensed System is purchased as per
Club subscriptions and may be accessed by no more than the specified number of Client Clubs agreed to by Anytime Fitness and
TSI, (ii) additional Club subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-
existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional Club
subscriptions are added, and (iii) the added Club subscriptions shall terminate in accordance with Section 9. Club subscriptions are
for designated Clubs only and cannot be shared or used by more than one Club.
3.5 Service Availability. While TSI intends that the Licensed System should be available 24 hours a day, seven days a week, it
is possible that on occasions the Licensed System may be unavailable to permit maintenance or other development activity to take
place. If for any reason TSI has to interrupt the availability of the Licensed System or Services for longer periods than TSI would
normally expect, TSI will use reasonable endeavors to provide advance written notice to You.
3.6 Help Desk. In the case of technical problems, Client must make all reasonable efforts to investigate and diagnose problems
before contacting TSI. If Client still needs technical help, please check the support provided online by TSI on the Website or failing
Service Agreement
that email us at support@club-os.com.

3.7 Operation of Licensed System. TSI does not warrant that the operation of the Licensed System, and any of its contents will
be uninterrupted or error free.
4. PROPRIETARY RIGHTS
4.1 Reservation of Rights in the Licensed System. Subject to the limited rights expressly granted hereunder, TSI reserves
all rights, title and interest in and to the Licensed System and related products, including all related Intellectual Property
Rights. No rights are granted to Client hereunder other than as expressly set forth herein.
4.2 Data Ownership. We respect your right to ownership of content created or stored by You and Your End Users. As between
You and Us, You own Your Client Data. Unless specifically permitted by you in writing, your use of the Licensed System or Services
does not grant TSI the license to use, reproduce, adapt, modify, publish or distribute Your Client Data for TSI’s commercial, marketing
or any similar purpose. But you grant TSI permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly
perform Your Client Data solely as required for the purpose of providing the Licensed System and Services to you.
4.3 Client Data. You or your End Users may transmit or publish content created by you using any of the Licensed System or
otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any
content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are
responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive
from other users of the Licensed System (other than End Users), is provided to you AS IS for your information and personal use only
and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for
any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the
Licensed System, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove
such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable
content available on any of the Licensed System you affirm that you have the consent, authorization or permission, as the case may
be from every person who may claim any rights in such content to make such content available in such manner. Further, by making
any content available in the manner aforementioned, you expressly agree that TSI will have the right to block access to or remove
such content made available by you, if TSI receives complaints concerning any illegality or infringement of third party rights in such
content. By using any of the Licensed System and transmitting or publishing any content using such Licensed System, you expressly
consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by TSI
for this purpose.
4.4 Return of Client Data: While Your account is in good standing, all videos, images, and files including but not limited to pdfs,
word docs, excel files, etc. (collectively, “Media”) uploaded by You can only be used by Your End Users, unless You authorize Us to
add them to Our global database. Should You cancel your Agreement, You may specifically request for this Media to be removed at
the time of cancellation and returned to you, otherwise, TSI reserves the right to use any of the Club’s Media in its global database.
Upon written request by You for TSI to return all Client Data, TSI shall only be responsible to provide such Client Data in the form of
a .csv file.
4.5 Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection
of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Client Data, (b) disclose Your Client Data except
as compelled by law or as expressly permitted in writing by You, or (c) access Your Client Data except to provide the Services and
prevent or address service or technical problems, or at Your request in connection with customer support matters.
4.6 Third-party applications/ Third Party Links and Client Data: TSI shall not be responsible for any disclosure, modification or
deletion of Client Data resulting from any use of the Licensed System by third-party application providers not engaged by TSI. The
Licensed System may contain external links to other web sites. These links are provided for information purposes only. TSI does not
endorse any advice, goods, or services offered by third parties. TSI has no control over the content of third party sites and is not
responsible for any information or content contained on these sites, nor is TSI responsible for the privacy policy of those sites and the
information they may gather expressly or automatically.
4.7 Usage Data Information. Notwithstanding the foregoing, TSI maintains exclusive ownership of Usage Data Information and
hereby grants to Client access to the Usage Data during the term of the relationship, to utilize data capture, syndication, and analysis
tools, and other similar tools, to track, extract, compile, synthesize, aggregate, and analyze any Usage Data. Client cannot sell the
Usage Data to a third party or license access to the data.
5. USE OF LICENSED SYSTEM.

5.1 Client Representations. The Client agrees that: (i) Client must only use the Service and Website for Client’s own lawful
internal business purposes, in accordance with the AF Agreement, this Agreement and any user policies posted on the Website. Client
may use the Licensed System and Website on behalf of others or in order to provide services to others but if Client does so Client
must ensure that Client is authorized to do so and that all persons who access the Licensed System under Client’s account comply
with and accept all terms of this Agreement that apply to Client, (ii) Client must ensure that all usernames and passwords required to
access the Licensed System under its account (excluding End Users) are kept secure and confidential. Client must immediately notify
TSI of any unauthorized use of Client passwords or any other breach of security and TSI will reset Client password and Client must
take all other actions that reasonably deems necessary to maintain or enhance the security of TSI’s computing systems and networks
and Client access to the Licensed System. As a condition of these Terms, when accessing and using the Licensed System, Client
must (iii) not attempt to undermine the security or integrity of TSI’s computing systems or networks or, where the Licensed System is
hosted by a third party, that third party’s computing systems and networks, (iv) not use, or misuse, the Licensed System in any way
which may impair the functionality of the Licensed System or Website, or other systems used to deliver the Licensed System or impair
the ability of any other user to use the Licensed System or Website, (v) not attempt to gain unauthorized access to any materials other
than those to which Client have been given express permission to access or to the computer system on which the Licensed System
are hosted, (vi) not transmit, or input into the Website, any files that may damage any other person’s computing devices or software,
content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or
trade secrets which Client do not have the right to use); (vii) not transmit or conduct business in a manner which violates the Telephone
Service Agreement
Consumer Protection Act of 1991 (the “TCPA”) adopted rules, including those set forth in 47 C.F.R. Sect. 64.1200, (together with the
TCPA, the “TCPA Rules”), prohibiting the initiation of telephone calls and SMS/texts (other than a call made for emergency purposes
or made with the prior express consent of the called party) using automatic telephone dialing systems or an artificial or prerecorded
voice to telephone numbers assigned to a paging service, cellular telephone service, specialized mobile radio service, or other radio
common carrier service, or any service for which the called party is charged for the call (referred to herein as “TCPA Prohibited
Conduct”); and (viii) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer
programs used to deliver the Licensed System or to operate the Website except as is strictly necessary to use either of them for
normal operation.
5.2 TSI Obligations. TSI shall: (i) provide Our basic support for the Licensed System to You at no additional charge, (ii) use
commercially reasonable efforts to make the Licensed System available 24 hours a day, 7 days a week, except for: (a) planned
downtime (of which We shall give at least 8 hours notice via the Licensed System and which We shall schedule to the extent practicable
during the weekend hours from 9:00 p.m. Friday to 6:00 a.m. Monday Eastern Time), or (b) any unavailability caused by circumstances
beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest,
acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays,
or denial of service attacks, and (iii) provide the Licensed System only in accordance with applicable laws and government regulations.
6. PAYMENT AND FEES.

6.1 Consolidated Technology Fee. In consideration for the Licensed Services contemplated in the AF Agreement, Anytime
Fitness shall pay to TSI the applicable subscription fees for Client upon the rates and terms set forth in the AF Agreement, and You
shall remit to Anytime Fitness the Technology Solutions Fee and other applicable fees in accordance with your agreement(s) with
Anytime Fitness.
6.2. Additional Fees. If Client elects additional modules or features outside the scope of the Licensed Services contemplated in
the AF Agreement, it shall pay TSI directly for the fees associated with such additional modules or features, pursuant to the terms of
the applicable Order Form.
6.3 Suspension of Service and Acceleration. If any amount owing under this Agreement is 30 or more days overdue, We may,
without limiting Our other rights and remedies, suspend Your Access to the Licensed System until such amounts are paid in full.
7. WARRANTY & DISCLAIMERS.

7.1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the
Licensed System shall perform materially in accordance with the documentation provided; (iii) the functionality of the Licensed System
will not be materially decreased during a subscription term, (iv) We will not transmit Malicious Code to You, provided it is not a breach
of this subpart if You or a User uploads a file containing Malicious Code into the Licensed System and later downloads that file
containing Malicious Code, and (v) We own all rights, title, and interest in and to the Licensed System, or that in the case of any third
party software that We have the right to grant a sublicense to use such third party software. TSI further warrants that any Services
provided by TSI under this Agreement shall be performed in workmanlike manner and in accordance with the prevailing professional
standards of the software industry. TSI does not represent or endorse the accuracy or reliability of any opinion, advice or statement
made through the Licensed System, nor does TSI assume any liability for claims concerning unsolicited fax, e-mail, or voice messages
sent by you or others under your account or control through the Licensed System including TCPA Prohibited Conduct.
7.2 Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.
7.3 WARRANTY DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 7.1 AND TO THE MAXIMUM EXTENT PERMITTED
BY LAW, TSI MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED
SYSTEM,, SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR OR USE BY CLIENT. TSI
FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS OR A PARTICULAR PURPOSE.
7.4 Mutual Representations. Each party represents and warrants (i) that such party is duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation; (ii) that such party has the legal right and authority to enter into and
perform its obligations under this Agreement; (iii) that the execution and performance of this Agreement will not conflict with or violate
any provision of any law having applicability to such party; and (iv) that this Agreement, when executed and delivered, will constitute
a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
7.5 Indemnification by You. You agree to indemnify and hold TSI, its Affiliates, agents, business associates, resellers, licensors,
and suppliers harmless from any and all claims, losses, damages, judgments, expenses and costs (including, but not limited to, any
attorney’s fees and expenses) arising out of any third party claims resulting from your use of the Licensed System not contemplated
by this Agreement, your violation of the Agreement, and the delivery of any of your messages and documents using the Licensed
System, or the infringement of any trademark or copyright by you.
7.6 Indemnification by TSI. TSI shall indemnify, defend, and hold harmless Client and its directors, officers, employees, and
agents from and against any and all demands, claims, actions, suits, investigations, proceedings or causes of action, assessments,
damages, liabilities, expenses, and losses (including court costs, reasonable attorneys’ fees, and expenses of investigation) (all of the
foregoing collectively, “Claims”) of every kind, nature, or description, whether direct or indirect, that arise out of or relate to any Claim
brought against Client alleging that the Licensed System infringes any third party’s U.S. patents, copyrights, trade secrets, or other
intellectual property rights.
Any and all warranties and indemnifications shall be void as to TSI Services and/ or the Licensed System where
noncompliance is caused by or related to (1) any alterations made to the Licensed System by You, Your representatives, or agents,
without authorization from TSI; (2) use of the Licensed System other than in the operating environment specified in this Agreement;
(3) coding, information or specifications created or provided by You.
8. CONFIDENTIALITY OBLIGATIONS
Service Agreement
8.1 Ownership of Confidential Information.

The parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s
Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential.
Each Party agrees that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable,
and shall remain the sole property of the disclosing Party or such third party.
8.2 Mutual Confidentiality Obligations. Each Party agrees that the Party receiving the Confidential Information will: (a) use the
Confidential Information only for the purposes described in this Agreement; (b) not reproduce the other Party’s Confidential Information
and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party, provided that
We may disclose Your Confidential Information to Anytime Fitness upon its request; (c) except as otherwise expressly permitted
hereunder, will not create any derivative work from the other Party’s Confidential Information; (d) restrict access to the other Party’s
Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have
been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (e) return
or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.
8.3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 and 8.2 shall not apply to
Confidential Information that: (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available
or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by
confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with
respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure
by the disclosing Party without restriction. Each Party may disclose Confidential Information (1) in response to an order of a court or
other governmental body, provided that the Party making the disclosure pursuant to the order shall first have given notice to the other
Party and made a reasonable effort to obtain a protective order, (2) as required by law or regulation to be disclosed.
9. TERM AND TERMINATION.

9.1 The term of this Agreement shall commence on the Effective Date and shall continue in effect for a period of three (3)
years (the "Initial Term") and thereafter shall be renewed automatically coterminous with the term of the AF Agreement (the
"Renewal Term"), unless this Agreement is terminated sooner as permitted in this Agreement or the AF Agreement. We may
terminate this Agreement immediately, without notice or liability, if the AF Agreement expires or terminates. This Agreement
automatically and immediately terminates when you are no longer a party to a franchise agreement with Anytime Fitness, including
upon the expiration, transfer, or termination of your franchise agreement.
9.2 Termination for Breach. Each party may, at its option, terminate this Agreement in the event of a material breach by the
other Party. Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach
or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within
sixty (60) days of receipt of such notice, and this Agreement shall terminate immediately if cure is not made within such sixty (60)-day
period.
9.3 Effect of Termination. Upon termination of this Agreement, Your right to use the Licensed System terminates and TSI shall
have no further obligation to support the Licensed System. UPON TERMINATION, YOU HEREBY GRANT TSI AN IRREVOCABLE
LICENSE TO STORE ALL CLIENT DATA INPUTTED BY YOU OR YOUR END USERS AND AGREE AND ACKNOWLEDGE THAT
ALL CLIENT DATA INPUTTED BY YOU AND YOUR END USERS IS THE PROPERTY OF ANYTIME FITNESS, LLC AND SHALL
NOT BE USED OR RETAINED BY YOU UPON THE TERMINATION, TRANSFER OR EXPIRATION OF YOUR FRANCHISE
AGREEMENT WITH ANYTIME FITNESS, LLC.
10. LIMITATION OF LIABILITY

10.1 DISCLAIMER OF LIABILITY. A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY (A) SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR
RELATED TO A BREACH OF THIS AGREEMENT OR ANY OPERATION OR RELIANCE OR USE OF THE LICENSED SYSTEM
AND SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR
PROGRAMMING, LOSS OF REVENUE OR PROFITS, AND DAMAGE TO EQUIPMENT, EVEN IF SUCH PARTY HAS BEEN HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY
DELAY OR FAILURE BY SUCH PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE
BEYOND ITS REASONABLE CONTROL; OR (C) CLAIMS BY THE OTHER PARTY MADE A SUBJECT OF A LEGAL PROCEEDING
AGAINST SUCH PARTY MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION AROSE.
10.2 LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S LIABILITY
UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE, SHALL BE
LIMITED DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY TSI FROM CLIENT IN THE 12
MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.
11. MISCELLANEOUS
11.1 Entire Agreement. This Agreement and the AF Agreement (but only as applicable specifically to You) sets forth the entire
agreement and understanding among Us and You with respect to the subject matter of the Agreement and, except as specifically
provided in this Agreement or the AF Agreement, supersedes and merges all prior oral and written agreements, discussions and
understandings among the Parties with respect to the subject matter of this Agreement, and none of the Parties shall be bound by
any conditions, inducements or representations other than as expressly provided for in this Agreement and the AF Agreement.
11.2 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of email, facsimile
or certified mail, postage prepaid, to the Parties to the Agreement at their respective addresses as set forth in the most recent Order
Form, or addressed to such other address as any Party may have given by written notice in accordance with this provision. In the
event that any Party delivers any notice hereunder by means of facsimile transmission, such Party will promptly thereafter send a
duplicate of such notice in writing by means of certified mail, postage prepaid, or first-class mail return receipt requested, to the
Service Agreement
receiving Parties, addressed as set forth above or to such other address as the receiving Parties may have previously substituted by
written notice to the sender.
11.3 Force Majeure. Except for Your obligations to pay money under this Agreement, no party shall be liable for failure to perform
hereunder due to events outside its reasonable control such as acts of war, public enemy, government, or any person engaged in
subversive activity, riot or sabotage or due to Acts of God.
11.4 No Third Party Beneficiaries. Except for Section 10.3, nothing in this Agreement, whether express or implied, will confer
upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to
enforce any provision of this Agreement.
11.5 Independent Contractors. The Parties to this Agreement are independent contractors. Except as otherwise expressly
provided herein, nothing herein creates any joint venture, partnership, agency, employment, fiduciary or other relationship among the
Parties, and no party is authorized to make contracts or commitments in the name of or on behalf of any other without such Party’s
prior written approval.
11.7 Assignment; Delegation. No Party may assign any of its rights hereunder, nor delegate any of its duties hereunder, without
the prior written consent of the other Parties, except that any Party shall be entitled to transfer its interests to a third party with which
such Party is merged or which acquires all or substantially all of the assets or capital stock of such Party.
11.8 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision
shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity
or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such
provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement
invalid or unenforceable whatsoever.
11.9 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party
against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter
described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any
delay or forbearance by any Party in exercising any right hereunder shall not be deemed a waiver of that right.
11.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO ITS PRINCIPLES REGARDING CONFLICTS OF LAW, AND
WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO, AND WAIVES ANY OBJECTION TO, THE EXCLUSIVE PERSONAL JURISDICTION OF
THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF MINNESOTA.
11.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute one Agreement.
11.12 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the
meaning or interpretation of this Agreement.
11.13 Survival. The provisions of this Agreement, which, by their terms, require performance after the termination of this
Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination or
expiration of this Agreement.
11.14 Changes. We reserve the right, at our sole discretion, to modify or replace these Terms at any time or change, suspend,
or discontinue the Licensed System (including without limitation, the availability of any feature, database, or content). If a revision to
this Agreement is material we will try to provide at least 90 days written notice prior to any new terms taking effect. What constitutes
a material change will be determined at our sole discretion.
By continuing to access or use the Licensed System and our Services after those revisions become effective, you agree to be bound
by the revised terms. If you do not agree to the new terms, please stop using the Service.
[End of Terms and Conditions]

EXHIBIT N
RE-SALE ASSISTANCE AGREEMENT
FDD
RE-SALE ASSISTANCE AGREEMENT
This Re-Sale Assistance Agreement (this “Agreement”) is made as of the _____ day of
_____________, 20__ between ANYTIME FITNESS, LLC, a Minnesota limited liability company (“we,”
“us”) and ______________________________________________ (“you”).
You have been operating the Anytime Fitness center(s) identified at the end of this Agreement (the
“Center(s)”) under one or more franchise agreements entered into with us. You have indicated an interest
in selling the Center(s) in accordance with the terms of your franchise agreements, and have requested our
assistance. We have agreed to provide such assistance, to supplement your own marketing efforts, on the
terms set forth in this Agreement.
In consideration of the mutual promises contained herein, the parties hereby agree as follows:
1. Your Initial Obligations. Upon execution of this Agreement, you will pay us a fee of Five Hundred
and Forty-Nine Dollars ($549.00) for each of the Center(s) listed at the end of this Agreement (the
“Listing Fee”). You agree that this Listing Fee shall be fully earned upon execution of this
Agreement and is nonrefundable in consideration of the expenses incurred by us, including but not
limited to expenses incurred creating and distributing the Offering Profile described in Paragraph
2, below. You will also provide to us such information as you would want us to communicate to
prospective purchasers of the Center(s). Such information will include, at a minimum, the
following:
a. Photographs of the Center(s) and its equipment, sufficient to show all areas of the Center(s)
(exterior and interior);
b. Financial statements for each of the Center(s) for the last three (3) full calendar or fiscal
years, and for each month of the current year;
c. Copies of your business tax returns for the Center(s) for each of the last three (3) years;
d. Copies of all leases and vendor contracts related to the Center(s) or their operation;
e. A summary of outstanding loan balances on all loans to your business, including the
monthly payment obligations and outstanding balances, any scheduled balloon payments,
any outstanding defaults, and the collateral that secures the obligation;
f. A detailed equipment list of all equipment in the Center(s), including but not limited to
office furniture and exercise equipment; and
g. Such other information or documents we may request.
2. Creation and Distribution of Offering Profile. Upon receipt of the foregoing information, we will
create an “Offering Profile” for the Center(s), highlighting photographs of the Center(s), key
attributes, asking price and terms, and other basic information for prospective purchasers. We will
distribute the Offering Profile to Anytime Fitness franchisees and to other targeted groups, at our
discretion. We will also put the Offering Profile on website(s) for club re-sales, and will link that
listing with other business listing sites, again at our discretion. To the extent you provide additional
information to us from time to time, we will update your Offering Profile, but we will not have an
obligation to update it more than once every month.
3. Our Ongoing Assistance. So long as this Agreement is in effect, we will be available to you to
provide reasonable support to guide you through the process of selling your Center(s). This will
include telephone support, and website support, at reasonable times, and reasonable intervals as we
determine appropriate. We will also provide you a video tutorial on the sale of your Center(s),
including valuation tools.
4. Your Responsibility With Respect to Sale. You recognize and acknowledge that (i) our services
are limited to assisting you in marketing your business, and guiding you through the sales process,
and (ii) we do not represent or warrant the number of leads that might be generated, the price for
which the Center(s) might be sold, or that you will be able to consummate a sale. It is your
responsibility to set the price and terms of sale, ultimately locate a purchaser, and negotiate with
any prospective purchasers. However, you do represent that you will offer to sell the Center(s) on
the terms set forth in the Offering Profile, and that you will comply with all of the assignment
provisions of your franchise agreement(s) in connection with the sale of the Center(s).
5. Ongoing Fees. You will pay us an additional fee of Ninety Nine Dollars ($99.00) per month for
each of the Center(s) identified at the end of this Agreement so long as this Agreement is in effect,
with the first payment due on the first of the month following the execution of this Agreement, and
each additional payment due on the first day of each subsequent month. You may be liable to pay
us an additional listing fee or commission upon the sale of the Center(s); provided however, that
you will remain liable for any transfer fees and any other fees and amounts that become due or
payable under your franchise agreement(s) and any other agreements you have with us and our
affiliates.
6. Forms. We may, in our discretion, provide to you copies of forms contained in our possession,
such as form purchase agreements, notes, guaranties, security agreements, bills of sale, and lease
assignments (collectively “Forms”). You may use these Forms as you determine appropriate in
connection with the sale of the Center(s); provided, however, that we will not provide these forms
until we have received a letter of intent signed by a potential buyer. Those Forms are not intended,
however, to be used without review by your attorney or other competent professional, and it is your
exclusive responsibility to make certain that any sale documents comply with any legal
requirements in your state.
In certain circumstances, you may request the use of these Forms without requiring any of our
assistance described in Paragraphs 2 and 3 of this Agreement. Should you elect only to use our
Forms and not the assistance described in Paragraphs 2 and 3 of this Agreement, you will not be
required to pay the Listing Fee identified in Paragraph 1 or the Ongoing Fees identified in Paragraph
5. You will, however, be required to pay us a non-refundable fee of Nine Hundred and Ninety-
Nine Dollars ($999.00) for the first Center plus One Hundred Ninety-Nine Dollars ($199.00) for
any additional Center(s) listed at the end of this Agreement (collectively, the “Form Fee”) . If you
elect only to use our Forms, we will not provide any additional support relating to the sale of your
Center(s), including but not limited to facilitating the transfer of any information relating to the sale
between the buyer and seller. If you elect this option, both of us must initial below at the time of
execution of this Agreement and you must pay us the Form Fee upon execution of this Agreement.
If you elect this option and do not close on the sale of your Center within one hundred and twenty
(120) days from execution of this Agreement, we will assist you with selling your Center upon your
written request. You will be required to agree to the terms of our then-current Resale Assistance
Agreement; provided, however, we will waive the Listing Fee. As stated above, the Forms are not
intended to be used without review by your attorney or other competent professional, and it is your
exclusive responsibility to make certain that any sale documents comply with any legal
requirements in your state.
By initialing below, you acknowledge that you are declining our assistance with creating and
distributing an Offering Profile and our ongoing assistance as described in Paragraphs 2 and 3. In
2.
exchange for the payment of the Form Fee for each of the Center(s), we will supply you the Form(s)
and agree you shall not be liable for the fees listed in Paragraphs 1 or 5. You agree that you will
review the Forms with your attorney or other competent professional and that it is your
responsibility to make certain that the sale documents comply with the legal requirements in your
state.
_________ / _________ _________ / _________ _________ / _________

Franchisee Date Franchisee Date Anytime Fitness Date
Initials Initials Initials
7. Termination. You may terminate this Agreement at any time, with or without cause, upon ten (10)
days’ notice to us. We will also have the right to terminate this Agreement on ten (10) days’ notice
to you, but we may not do so during the first ninety (90) days, unless you have breached your
obligations under this Agreement or under any other agreement you have with us. Once this
Agreement is terminated, we will have no further obligations to you hereunder, and we will remove
any listings we have initiated for the sale of the Center(s). In the event you elect to relist your
Center(s) after the termination of this Agreement you will be required to execute a new Re-Sale
Assistance Agreement on the terms offered at that time; provided, however, if you execute a new
Re-Sale Assistance Agreement within one hundred and eighty (180) days of the termination of this
Agreement, the Listing Fee shall be reduced to Two Hundred and Ninety-Nine Dollars ($299.00).
8. Assignment. Neither of us may assign our rights in or to this Agreement without the express written
consent of the other party hereto; provided, that we may assign our rights, duties and obligations
under this Agreement, without obtaining your consent and in our sole discretion, in connection with
the sale or transfer of all or a portion of our business or assets.
9. Enforcement, Notice and Miscellaneous Provisions. The provisions of the most recent franchise
agreement you have signed with us, under the headings of “Enforcement,” “Notices,” and
“Miscellaneous,” are hereby incorporated into this Agreement by reference and shall apply to this
Agreement as if fully stated herein.
IN WITNESS WHEREOF, WE AND YOU HAVE SIGNED THIS AGREEMENT AS OF THE

DATE SET FORTH ABOVE.
By: By:
Its: Its:
By:
Its:
ANYTIME FITNESS CENTER(S) THAT ARE THE SUBJECT OF THIS AGREEMENT:
3.
EXHIBIT O
FRANCHISEE QUESTIONNAIRE
FRANCHISEE QUESTIONNAIRE – EXISTING FRANCHISEES
As you know, Anytime Fitness, LLC (the “Franchisor”) and you are preparing to enter into a Franchise Agreement and/or
Area Development Agreement for the operation of a franchised Anytime Fitness® business (the “Franchise”). Please
review each of the following questions carefully and provide honest responses to each question.
QUESTION YES NO
1. Have you received and personally reviewed the Franchise Disclosure Document
provided to you?
2. Did you sign a receipt (Item 23) for the Franchise Disclosure Document indicating
the date you received it?
4. Have you received and personally reviewed the Franchise Agreement and/or Area
Development Agreement and eachexhibit or schedule attached to it?
6. Are you legally eligible to work or own a business in the United States and/or
Canada, including the state or province in which the Franchise will be located?
7. Has any employee or other person speaking on behalf of the Franchisor made any
statement or representation regarding the actual, average or projected
memberships, revenues, or profits that you, Franchisor, or any of our franchisees
have achieved in operating the Franchise, other than what is contained in the
Franchise Disclosure Document?
promise or agreement, other than those matters addressed in your Franchise
Agreement, concerning advertising, marketing, media support, market penetration,
training, support service or assistance or any other material subject relating to the
Franchise that is contrary to, or different from, the information contained in the
other oral, written, visual or other promises, agreements, commitments,
understandings, rights-of-first refusal or otherwise to you with respect to any matter,
except as expressly set forth in the Franchise Agreement and/or Area Development
Agreement or in an attached written Amendment signed by you and us?
10. Are there any contingencies, prerequisites, or other reservations existing (excluding
obtaining financing for equipment or build-out of your Anytime Fitness Center) that
will affect your ability to sign or perform your obligations under the Franchise
Agreement and/or Area Development Agreement?
Please insert the date on which you received a copy of the Franchise Agreement with all material
blanks fully completed:
Please insert the date on which you received a copy of the Area Development Agreement with all
materialblanks fully completed:
You understand that your answers are important to us and that we will rely on them. By signing this
Questionnaire, you are representing that you have responded truthfully, completing and correctly to the above
questions. No representations contained herein are intended to or will act as a release, estoppels or waiver of
any liability incurred under any applicable franchise law.
FRANCHISE APPLICANT FRANCHISE APPLICANT
DATE:
4813-5412-3490, v. 1
FRANCHISEE QUESTIONNAIRE – PROSPECTIVE FRANCHISEES
As you know, Anytime Fitness, LLC (the “Franchisor”) and you are preparing to enter into a Franchise Agreement and/or
Area Development Agreement for the operation of a franchised Anytime Fitness® business (the “Franchise”). Please
review each of the following questions carefully and provide honest responses to each question.
QUESTION YES NO
1. Have you received and personally reviewed the Franchise Disclosure Document
provided to you?
2. Did you sign a receipt (Item 23) for the Franchise Disclosure Document indicating the
date you received it?
3. Have you received and personally reviewed the Franchise Agreement and/or Area
Development Agreement and each exhibit or schedule attached to it?
4. Are you legally eligible to work or own a business in the United States and/or
Canada, including the state or province in which the Franchise will be located?
statement or representation regarding the actual, average or projected memberships,
revenues, or profits that you, Franchisor, or any of our franchisees have achieved in
operating the Franchise, other than what is contained in the Franchise Disclosure
Document?
promise or agreement, other than those matters addressed in your Franchise
Agreement, concerning advertising, marketing, media support, market penetration,
training, support service or assistance or any other material subject relating to the
Franchise that is contrary to, or different from, the information contained in the
other oral, written, visual or other promises, agreements, commitments,
understandings, rights-of-first refusal or otherwise to you with respect to any matter,
except as expressly set forth in the Franchise Agreement and/or Area
Development Agreement or in an attached written Amendment signed by you and
us?
8. Are you legally eligible to travel to and attend New Franchisee Training held at a
designated training center in the United States? If you answer “no”, please provide
an explanation here:
9. Are you currently involved in any other businesses/franchises that may interfere with
the non-compete obligations outlined in the Anytime Fitness Franchise Agreement, or
any other agreements you may have with other businesses/franchises? If yes,
please describe the businesses/franchises here:
QUESTION YES NO
10. Are there any contingencies, prerequisites, or other reservations existing (excluding
obtaining financing for equipment or build-out of your Anytime Fitness Center) that
will affect your ability to sign or perform your obligations under the Franchise
Agreement and/or Area Development Agreement?
11. Have there been any changes in any of the information you have provided to us or
our affiliates in connection with any application for the Franchise, or in any
application, statement or report you have provided to us? If yes, please describe the
changes here:
12. Have you been proven to have engaged in fraudulent conduct, or been convicted of,
or plead guilty or no contest to, a felony or misdemeanor involving dishonesty or
fraudulent conduct, or do you have any such charges pending? If yes, please
describe all relevant facts here:
13. Have you, in the past 10 years, declared bankruptcy, or taken any action, or had any
action taken against you, under any insolvency, bankruptcy, or reorganization act? If
yes, please describe all relevant facts here:
14. Have you brought, been named in, or been directly involved in any past or pending
litigation or formal dispute resolution process? If yes, please describe all relevant
facts here:
15. Is there any information that might appear on a credit or criminal history report that
you wish to disclose and/or address, knowing that failure to disclose such information
may be considered grounds for denial of a franchise? If yes, please describe all
relevant facts here:
Please insert the date on which you received a copy of the Franchise Agreement with all material
blanks fully completed:
Please insert the date on which you received a copy of the Area Development Agreement with all
materialblanks fully completed:
You understand that your answers are important to us and that we will rely on them. By signing this
Questionnaire, you are representing that you have responded truthfully, completing and correctly to the above
questions. No representations contained herein are intended to or will act as a release, estoppels or waiver of
any liability incurred under any applicable franchise law.
All prospective franchisees applying please sign here:
DATE:
4814-5478-6786, v. 1
PRINT NAME: ____________________________
5 Key Questions – New Franchisees

1. Why are you a good fit for Anytime Fitness? Why will you be an exceptional franchisee?
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
2. Aside from operating your own club, how will you make the Anytime Fitness brand and
franchise system as a whole stronger?
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
3. Franchisees purposely give up some entrepreneurial freedom in exchange for joining an

established system which provides ongoing education and support. You’ll be tapping into an
network of vendors, corporate staff and fellow franchisees, all of whom will allow you to flatten
your learning curve and reduce your chances for error. Are you willing to trade some of your
entrepreneurial freedom to work within this system?
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
4. What are you willing to sacrifice to run a successful business? What are you unwilling to
sacrifice?
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
5. In your opinion, what are the differences of a successful franchisee vs. a non-successful
franchisee? What characteristics does the successful owner have?
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
All prospective franchisees applying please sign here:
_______________________________ ___________________________
_______________________________ ___________________________
DATE: _____________________
4811-5279-6898, v. 1
EXHIBIT P
TRAINING SUITE ADDENDUM
1
TRAINING SUITE FRANCHISE AGREEMENT ADDENDUM RIDER
1. Effective Date of this Addendum: _________________
2. Franchisee:
3. Principal Owner:
4. Franchised Location:
5. Effective Date of Franchise Agreement:
6. Roll-Out Date:
2
TRAINING SUITE FRANCHISE AGREEMENT ADDENDUM
This Addendum is made and entered on as of the Effective Date set forth in the Rider attached to this
Addendum and is by and between Anytime Fitness, LLC (“we” or “us”) and the Anytime Fitness® franchisee
identified in the Rider (“you”), and is an amendment to, and a part of, the Franchise Agreement identified in the
Rider (the “Franchise Agreement”). All capitalized terms used in this Addendum not otherwise defined have the
meanings ascribed to them in the Franchise Agreement.
INTRODUCTION
You and we are parties to a Franchise Agreement under which you operate an Anytime Fitness® center
identified in the Rider (the “Center”). We have developed a proprietary personal training fitness suite of tools as it
exists from time to time which currently includes an operations and training manual, forms and documents, training
videos, an exercise video library, downloadable programs and video support for program demonstrations (the
“Training Suite”). We are incorporating the Training Suite into Anytime Fitness® centers, and you will now be
granted the right and undertake the obligation to access and use the Training Suite at your Center under the terms
of this Addendum.
AGREEMENT
1. DEFINITIONS.
a. “Confidential Informational” means data and information: (i) relating to our

business, regardless of whether the data or information constitutes a trade secret; (ii) disclosed to
you or of which you became aware of as a consequence of your relationship with us; (iii) having
value to us; (iv) not generally known to our competitors; and (v) which includes trade secrets,
methods of operation, names of customers, price lists, financial information and projections,
personnel data, operations and training manuals, forms and documents used to support the Training
Suite, training videos, quarterly work-outs, the program design card, the exercise video library,
downloadable programs, and similar information; provided, however, that such term shall not mean
data or information: (A) which we have been voluntarily disclosed to the public, except where such
public disclosure has been made by you without authorization from us; (B) which has been
independently developed and disclosed by others; or (C) which has otherwise entered the public
domain through lawful means.
b. “Derivative Work” is any work that is based upon the Training Suite, such as an
enhancement or modification, revision, translation, abridgement, condensation, expansion,
collection, compilation or any other form in which such preexisting works may be recast,
incorporated, transformed or adapted in whole or in part.
c. “Training Suite Fees” are the recurring monthly fees due from you for your use
of the Training Suite. As of the Effective Date, the Training Suite Fees are:
Number of Centers Monthly Fee per Center

1-3 centers $149 per center
4-9 centers $109 per center
10+ centers $109 per center for the first 9 centers, and $0
for each additional center thereafter
The Training Suite Fee is subject to change upon written notice; provided that it will not exceed $300 per center
per month during the initial term of your Franchise Agreement.
d. “Principal Owner” means anyone owning more than ten percent (10%) of the
Center and who has signed and guaranteed the Franchise Agreement for the Center.
e. “Registration Fees” means the fees due from you to us for Initial Training, as
described in Section 4(a).
2. GRANT OF LIMITED LICENSE TO TRAINING SUITE.
Subject to the terms and conditions of the Franchise Agreement and this Addendum, we hereby grant to you a
limited, nonexclusive, nontransferable, non-assignable, freely revocable U.S. license to access and use the Training
Suite at the Center. You shall not make the Training Suite available to any Anytime Fitness® center, fitness center,
personal trainer, or any other individual or facility other than the Center that is subject to this Addendum. You also
agree that the Training Suite shall be made available only to your employees and not to any independent contractors
or other individuals or entities. You must also license the Training Suite for all other Anytime Fitness® Centers
you currently own, and execute an Addendum with the same or similar terms.
In consideration of the grant of the limited licenses as set forth herein, you agree to strictly adhere to any of our
mandatory standards, specifications and policies related to the Training Suite as they exist from time to time. You
must, at your expense, honor and participate in all promotional programs that we require related to the Training
Suite.
3. INITIAL TRAINING AND DELIVERABLES.
We shall provide a Training Suite training program of up to eight (8) hours at our corporate headquarters located in
Woodbury, Minnesota or at such other places as we may designate from time to time. The Training Suite training
program shall include training on designing and delivering a personal training program. By executing this
Addendum, you agree that one (1) Principal Owner will attend the Training Suite training program within ninety
(90) days of executing this Addendum. If the Training Suite Training Program is provided in the field, on-site at
your Anytime Fitness center or the center of a participating franchisee, then training is provided for up to a total of
21 attendees. All attendees must be employees of participating franchisees. If you have more than one (1) Center,
you shall only be required to attend Training Suite training program at our headquarters or other designated location
one (1) time. You shall be permitted to train additional employees at your Center following your completion of
Training Suite training program and we will provide you with program materials to assist with training as they exist
from time to time.
Following the completion of Training Suite training program, we shall also provide you access to program materials
which may be incorporated into the Training Suite from time to time.
4. FEES.
a. Registration Fees. If you are an existing franchisee and have not already attended and successfully
completed the Training Suite training program, then you agree to pay to us our then-current pricing as a Registration
Fee for you to attend the Training Suite training program. If you attend the Training Suite Training at the corporate
headquarters in Woodbury, Minnesota, the Training Suite fee is currently Two Hundred Fifty Dollars ($250). You
must pay to us an additional Registration Fee, at our then-current rates, currently Two Hundred Fifty Dollars ($250)
for any additional employees or your owners who attend Training Suite training program, subject to availability and
upon our sole discretion.
Subject to corporate trainer availability, we also offer the Training Suite Training Program in the field, on-
site at your Center, or the Anytime Fitness Center of another franchise owner with whom you have partnered to
receive this training. You must pay us our then-current training fees, which will vary depending on the number of
franchise owners and attendees. This on-site training is conducted for up to twenty-one (21) total attendees and
includes pre-visit communication and post-visit follow-up. Attendees must be employees of participating franchise
owner(s).
In the event you do not have an open Center at the time you register for Training Suite training program,
you shall pay all Registration Fees at the time of registration. If you have one (1) or more open Center(s), you
authorize us to deduct the Registration Fees, and any additional costs as described in Section 4.a.2 from the
remittance collected by our designated billing and payment processor for the Center(s) on the first day of the month
following the date of registration for Training Suite training program.
b. Training Suite Fees. In consideration of the grant of the license for the Training Suite, you shall
pay to us, in addition to the Registration Fees or any other amounts due and owning under this Addendum, the
Training Suite Fees, on a monthly recurring basis on the due date of such fee. For your first Center licensing the
Training Suite, you will begin incurring Training Suite Fees ninety (90) days after the Effective Date regardless of
whether you have attended Training Suite training program. For each additional Center owned by you or any of
your Principal Owner(s) as of the Effective Date of this Addendum, licensing the Training Suite, you will begin
incurring Training Suite Fees upon the Effective Date. You authorize us to deduct the Training Suite Fees, and any
additional costs from the remittance collected by our designated billing and payment processor for the Center. You
agree we may deduct the Training Suite Fees for any and all Centers owned by you, regardless of whether or not
you have executed an Addendum for that Center.
You agree that any amount not received by us when due shall bear interest at the rate of one and one-half
percent (1.5%) per month or the maximum rate permitted by law, whichever is less. You must reimburse us and our
affiliates for all costs incurred in the collection of unpaid amounts, including attorneys’ fees.
c. Additional Support. If you request additional support, training, coaching or consulting, you agree
to pay to us our then-current rates, plus reasonable travel expenses.
d. Required Equipment, Hardware, and Software. You must pay us, our affiliates, and/or our
designated vendors for use of all required equipment, hardware, and/or software that meets our then-current
standards and specifications in connection with the Training Suite as set forth in the Manual (as defined in the
Franchise Agreement) or otherwise in writing.
5. TERM AND TERMINATION.

a. The term of this Addendum will commence on the Effective Date set forth in the Rider attached to
this Addendum, and subject to earlier termination as described herein, will automatically and immediately terminate
upon the expiration or termination of the Franchise Agreement.
b. You must successfully complete all required Training Suite training program and commence
offering the Training Suite to your members on or before the Roll Out Date set forth in the Rider attached to this
Addendum. Failure to successfully complete all required training and commence offering the Training Suite to the
public on or before the Roll-Out Date will constitute a default under your Franchise Agreement.
c. This Addendum automatically and immediately terminates upon the termination or expiration of
any agreement between us or our affiliates and any third party for the license or provision of the Training Suite.
d. Upon termination or expiration of this Addendum or the license, all rights granted to you under this
Addendum shall terminate, the license shall revert to us, and you shall have the following obligations: (i) you will
immediately deliver to us all Confidential Information related to the Training Suite, including any operation manual
for the Training Suite, in its possession or control, and all copies and any other forms of reproductions of these
materials and any other materials provided by us and all copies thereof of any other forms of reproductions of these
materials, and you shall neither retain nor convey to another any copy or record of any of the foregoing and you
agree that all these materials are our exclusive property; (ii) you shall immediately cease using the Training Suite;
(iii) you shall comply with the applicable covenants contained in this Addendum and the Franchise Agreement,
including, but not limited to, the covenants not to compete and the covenants not to disclose trade secrets or
Confidential Information; and (iv) from and after termination of this Addendum, upon our request, you shall
cooperate with us in connection with any steps required or appropriate to be taken as a result of the termination of
this Addendum, and you shall furnish us, upon request, such further information, execute and deliver such other
documents and do such other acts and things, all as we may reasonably request for the purpose of carrying out the
intent of this Addendum.
6. TRANSFER.
In the event of the transfer or assignment of your Franchise Agreement, your transferee or assignee will be required
to sign an addendum, in similar form to this Addendum, agreeing to continue to receive access to the Training Suite
for the remaining term of the Franchise Agreement.
7. OWNERSHIP OF INFORMATION.
You acknowledge and agree that the information that we or our affiliates obtain from you or your affiliates through
the access and use of the Training Suite or information in your records related to the Training Suite is considered
part of the Information System (as defined in the Franchise Agreement) and you must comply with all terms of the
Franchise Agreement and the Manual (as defined in the Franchise Agreement) related to the Information.
8. CONFIDENTIAL INFORMATION/IMPROVEMENTS/COPYRIGHTS.
You acknowledge and agree that the Training Suite and the Confidential Information described in this Addendum
are part of the System and subject to the same confidentiality restrictions as described in the Franchise Agreement.
You must require your employees who have access to Confidential Information to sign a written covenant not to
compete and confidentiality agreement. You shall be directly responsible and liable to us for any acts or omissions
of its employees relating to Confidential Information as if such acts or omissions were your own. You will
immediately report to us the theft, loss or destruction of any Confidential Information. You hereby agree that,
during and after the Term, you, your owners, principals and employees will: (a) not use the Confidential Information
in any other business or capacity, including any derivative or spin-off of the Training Suite; (b) maintain the absolute
secrecy and confidentiality of the Confidential Information; (c) not make unauthorized copies of any portion of the
Confidential Information, whether in tangible or intangible form; and (d) adopt and implement all procedures that
we prescribe to prevent unauthorized use or disclosure of, or access to, the Confidential Information. You further
acknowledge and agree that any Derivative Work is considered an Improvement, as described in the Franchise
Agreement, and that many aspects of the Training Suite are Copyrighted Materials, as described in the Franchise
Agreement.
9. ACKNOWLEDGMENTS.
You hereby acknowledge and agree that we and our affiliates, and their officers, directors, members, employees
and agents, have not given any assurance, nor made any representation or warranty of any kind, expressed or
implied, as to the quality, performance or financial potential of the Training Suite, the successful operation of the
Training Suite and the Centers, or for any other purpose. You do not have the right to modify, edit, copy, reproduce,
create Derivative Works, reverse engineer, alter, enhance, or exploit the Training Suite.
10. DISCLAIMER OF WARRANTIES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE
PURSUANT TO APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES,
STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF
PROPRIETARY RIGHTS NOT INCLUDED IN THIS ADDENDUM. YOUR USE OF THE TRAINING SUITE
IS SOLELY AT LICENSE’'S OWN RISK. THE TRAINING SUITE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF
ANY KIND EITHER EXPRESS OR IMPLIED. WE DO NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE TRAINING SUITE.
11. LIMITATION OF LIABILITY AND DAMAGES.
You must ensure that any customer participating in any training program associated with the Training Suite signs a
waiver of liability releasing you, us, and our respective affiliates for any liability in connection with such training
program. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL
WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,
RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING
FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST
REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY
LOSS OR DAMAGE OF ANY SUCH NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE
USE OF THE TRAINING SUITE OR THAT RESULTS FROM THE USE OR INABILITY TO USE THE
TRAINING SUITE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IN NO EVENT WILL OUR
LIABILITY UNDER THIS ADDENDUM EXCEED THE AMOUNT OF FEES PAID BY YOU TO US
HEREUNDER FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE LIABILITY IS
INCURRED.
12. RELEASE.
In consideration of our license of the Training Suite to you and for our execution of this Addendum, you hereby
release and forever discharge AF, and our affiliates, as well as their respective past and present members,
shareholders, directors, officers, employees and agents, in their corporate and individual capacities, and their
respective heirs, personal representatives, successors and assigns, from any and all claims, known or unknown, that
you may have against such parties, from the beginning of time to the date hereof, whether in law or in equity,
including, but not limited to, any claims arising out of the offer or sale of any franchise to you, and any matters
arising under the Franchise Agreement or under any other agreement between you and us or our affiliates.
13. GENERAL.
In other respects, the Franchise Agreement will continue in full force and effect. Any terms not defined in this
Addendum will have the meaning described in the Franchise Agreement.
14. TERMINATION OF LICENSE WITH ALLOY PERSONAL TRAINING SOLUTIONS.
You agree that upon execution of this Addendum, any agreement between you and Alloy Personal Training
Solutions, LLC for the license of any Alloy® personal training services, products or programming for use at any or
all of your Center(s), shall automatically terminate.
WE: YOU:
By: By:
Its: Its:
EXHIBIT Q
EVOLT SOFTWARE SUBSCRIPTION AGREEMENT

Software Subscription Agreement
BETWEEN: EVOLT IOH PTY LTD ACN 609 604 908 of ‘Drive Accountants’, Suite 11, 232
Robina Town Centre Drive, Robina QLD 4226 (Evolt IOH)
AND: THE PARTY IDENTIFIED IN ITEM 1 OF THE SCHEDULE (the Subscriber)
BACKGROUND:
A. The Subscriber wishes to use certain software owned by Evolt IOH.
B. Evolt IOH has agreed to grant the Subscriber a licence to use the software, subject to the
terms and conditions set out below.
IT IS AGREED:
1. DEFINITIONS AND INTERPRETATIONS
1.1. Definitions
In this Agreement:
Business Day means a day other than:
(a) a Saturday or a Sunday;
(b) a day that is a public holiday in Brisbane; and
(c) a day in the period 27 December to 31 December (inclusive);
Confidential Information includes:
(a) all information (written or oral) including, but not limited to, drafts, sketches, designs,
and work-in-progress that may be disclosed to the Subscriber from time to time;
(b) all financial and business information of whatever kind in relation to Evolt IOH and
its business, including:
(i) any research, diagrams, plans or other documents whatsoever belonging to Evolt
IOH,
SMH Page 1
(ii) research technology, software source code, object code, programming tools, data
processes, formulae and know how;
(c) the personnel, policies or business strategies of Evolt IOH;
(i) lists of names and addresses of Evolt IOH’s clients and customers and potential
customers and mailing lists;
(ii) trade secrets and Intellectual Property;
(iii) all information or knowledge acquired by the Subscriber as a result of Evolt IOH
permitting the Subscriber to have access to any Confidential Information;
(d) the design, specification and content of the Software;
(e) the Personal Information of users of the Software;
(f) the terms upon which the Software is being licensed under this Agreement;
Designated Equipment means the computer equipment, designated in Item 6 of the

Schedule, upon which the Software may be used;
Documentation means all operating manuals and other printed materials referred to in Item
7 of the Schedule including users’ manuals, programming manuals, modification manuals,
flow charts, drawings and software listings in the possession or control of Evolt IOH which
may assist or supplement the understanding or application of the Software;
Further Term means the period set out in Item 5 of the Schedule;
Initial Term means the period specified in Item 2 of the Schedule;
Intellectual Property includes without limitation the patents, copyrights, rights and circuit
layouts, marks, trademarks, logos, designs, documentation, insignia, emblems, know-how,
copyright material, original works, marketing information, client lists, the right to have
confidential information kept confidential, the corporate image, the materials, the
Documentation, the training programs, training methods, procedures, all material whether
printed, audio or visual or recorded on computer software, drawings, artworks, icons,
computer software and any other item or material whether licensed to or owned by Evolt
IOH used directly or indirectly in or for the benefit of the business conducted by Evolt IOH
whether existing at the date of this Agreement or coming into existence thereafter and any
variation or modification thereto and whether in Australia or overseas;
Moral Rights has the same meaning as that term has in Part IX of the Copyright Act 1968
(Cth);
SMH Software Subscription Agreement Page 2

Personal Information means information or an opinion about an identified individual, or an
individual who is reasonably identifiable, whether the information or opinion is true or not
and whether the information or opinion is recorded in a material form or not, which, for the
avoidance of doubt, includes (without limitation) any information relating to the age, gender
and body composition of any users of the Software;
Software means the software designated in Item 4 of the Schedule and any enhancement,
modification, update or new release of the that software or part thereof;
Subscription means a non-exclusive licence to use the Software;
Subscription Fee has the meaning attributed to that term in Item 3 of the Schedule;
Support Charges means the charges specified in Item 8 of the Schedule which are payable
by the Subscriber to Evolt IOH;
Support Services means the support services described by clauses 6.1 and 6.2;
Term means the Initial Term and any Further Term (as the case may be); and
Works means all programs, programming, literary, dramatic, musical and artistic work
within the meaning of the Copyright Act 1968 (Cth).
1.2. Interpretation
In the interpretation of this document unless the context otherwise indicates:
(a) references to:
(i) the singular includes the plural and vice versa and any gender includes any other
gender;
(ii) anything includes part of that thing;
(iii) persons includes individuals, companies, associations, partnerships, bodies

corporate, and governments and governmental, semi-governmental and local
government and agencies;
(iv) documents include the document as amended, novated, supplemented, varied or

replaced from time to time;
(v) to a party includes that party’s executors, administrators, successors and

permitted assigns;
(vi) party shall be construed as a reference to a party to this document;

(vii) writing includes typewriting, printing, lithography, photography and any other
mode of representing or reproducing words in a permanent or visible form;
(viii) “$”, “dollar”, “A$” or “currency” is a reference to Australian currency;
(ix) a specific time for the performance of an obligation is a reference to that time in
the State, Territory or other place where that obligation is to be performed;
(x) a clause or schedule refers to a clause or schedule in this Agreement;
(xi) a statutory provision shall:
(A) include any subordinate legislation made from time to time under that
provision;
(B) be interpreted to mean references to those provisions as respectively

amended or re-enacted prior to but not after the date of this agreement;
(C) include that provision as from time to time modified or re-enacted

provided that in the case of modifications or re-enactments made after the
date of this agreement the same shall not have effected a substantive
change to that provision;
(b) the words “includes”, “including” or “such as” are not words of limitation, and when
introducing an example, do not limit the meaning of the words to which the example
relates to examples of a similar kind;
(c) where a party comprises two or more persons, each agreement or obligation to be
performed or observed by that party binds those persons jointly and severally and a
reference to that party includes a reference to any one or more of those persons;
(d) where a party enters into this Agreement in its capacity as trustee of a trust, the
obligations of that party shall bind that party personally and in its capacity as trustee
of such trust;
(e) unless specified otherwise, if an act is required to be done on a particular day and the
act is done after 5.00pm on that day, it will be deemed to have been done on the
following day;
(f) headings do not affect the meaning of this document;
(g) if a word or phrase is defined, any variation of that word or phrase has a similar
meaning;

(h) a reference to ‘indemnity’ means that the person giving the indemnity will indemnify
and keep indemnified the person given the indemnity against any loss, damage, claims,
actions, demands, costs or expenses suffered or sustained because of the event
indemnified against. This means that if the person indemnified suffers any loss or must
pay any money (whether or not it is actually paid) because of an indemnified event the
party giving that indemnity must pay the amount of loss or the amount of liability to
the indemnified party. If it does not, the indemnified party can recover the amount as
a liquidated claim; and
(i) if anything to be done under this Agreement falls on a date which is not a Business
Day, then it must be done on the next Business Day.
2. GRANT OF SUBSCRIPTION
2.1. Grant
(a) In consideration for the Subscriber paying the Subscription Fee to Evolt IOH and
subject to the terms of this Agreement, Evolt IOH grants the Subscriber the
Subscription for the Term.
(b) Payment of the Subscription Fee must be paid in full to Evolt IOH in cleared funds
prior to the Subscription being granted to the Subscriber for the Term.
2.2. Extension of Initial Term
(a) Subject to clause 2.2(b), unless the Subscriber provides Evolt IOH with at least 30
days’ notice in writing prior to the expiry of the Initial Term that it does not wish to
renew the Subscription for a Further Term (the Termination Notice), upon the
expiration of the Initial Term, the Subscription will automatically renew for a Further
Term.
(b) In the event that Evolt IOH is not issued with a Termination Notice, prior to the
expiration of the Initial Term, Evolt IOH may, in its absolute sole discretion:
(i) decide whether it will permit the Subscription to be renewed for a Further Term;
and
(ii) vary the conditions that will apply to its granting of the Subscription for the
Further Term, which may include (without limitation) the imposition of
additional obligations or the variation of existing obligations, and provide notice

to the Subscriber of the nature of the varied terms that will apply to the Further
Term (the Variation Notice).
(c) If Evolt IOH exercises its rights pursuant to clause 2.2(b)(ii), the Subscriber must
notify Evolt IOH by no later than fourteen (14) days after its receipt of the Variation
Notice whether it accepts or rejects the proposed variation (the Response Period).
(d) The Subscriber will be deemed to have accepted the variation contained in the
Variation Notice if it fails to provide a response to the Variation Notice to Evolt IOH
within the Response Period.
(e) In the event that Evolt IOH provides its consent to renew the Subscription for a Further
Term and the Subscriber:
(i) agrees (deemed or otherwise) to be bound by Evolt IOH’s proposed variation of

the terms of this Agreement in accordance with clause 2.2(b)(ii), the Initial Term
will be renewed for the Further Term and this Agreement will be varied to the
extent provided in the Variation Notice; and
(ii) does not agree to be bound by Evolt IOH’s proposed variation of the terms of
this Agreement in accordance with clause 2.2(b)(ii), this Agreement will
terminate with effect on the expiration of the Initial Term;
(iii) does not agree to be bound by Evolt IOH’s proposed variation of the terms of
this Agreement in accordance with clause 2.2(b)(ii) and such notice of
disagreement is provided to Evolt IOH after the expiration of the then current
Term however within the Response Period:
(A) this Agreement will terminate with effect from the date that the
Subscriber’s notice of disagreement is provided to the Subscriber; and
(B) the Subscriber must pay the Subscription Fee for that period following the
expiration of the relevant Term that it had access to the Software on a pro-
rata basis.
(f) The Initial Term and the Further Term (as the case may be) may be extended in
accordance with the terms of this clause as many times as the parties so desire.
3. DOCUMENTATION
(a) Evolt IOH grants the Subscriber a non-exclusive licence to use the Documentation in
connection with the Software for the duration of this Agreement.

(b) The Subscriber must not copy or reproduce the Documentation except to the extent
otherwise authorised by this Agreement.
4. SUBSCRIPTION CONDITIONS
4.1. Use of Software
(a) The Subscriber may only use the Software in accordance with the normal operating
procedures as notified by Evolt IOH.
(b) The Software may not be used on equipment other than Designated Equipment.
4.2. No Alteration
The Subscriber will not copy, reverse engineer, alter, modify or reproduce the Software
except to the extent otherwise authorised by this Agreement or with the prior written
permission of Evolt IOH.
4.3. Remedies for misuse
In addition to any other remedies available to Evolt IOH under this Agreement or otherwise,
the Subscriber acknowledges that any unauthorised use, alteration, modification,
reproduction, publication, disclosure or transfer of the Software will entitle Evolt IOH to
any available equitable remedy against the Subscriber.
4.4. Acknowledgement of Evolt IOH ownership
The Subscriber acknowledges that Evolt IOH is the legal owner of the Software and that
nothing in this Agreement constitutes the transfer of title or ownership to the Subscriber of
the Software or the Documentation.
5. SECURITY
5.1. Supervision
The Subscriber is solely responsible for the use, supervision, management and control of the
Software and Documentation.
5.2. Protection
The Subscriber must ensure that the Software is protected at all times from misuse, damage,
destruction or any form of unauthorised use and that the Subscriber adopts the necessary
security protocols to ensure the security of the Software.

5.3. Record keeping
The Subscriber must keep accurate records of use and any permitted copying, modification
and disclosure of the Software. The Subscriber must provide Evolt IOH with any such
records within one (1) Business Day of receiving a request of this nature from Evolt IOH.
6. SUPPORT SERVICES
6.1. Provision of support services
(a) Subject to the Subscriber complying with its obligations pursuant to clause 6.3, Evolt
IOH must provide such support services as it considers necessary in order to ensure
that the Software operates in substantial conformity with the Documentation. Such
support will, at the sole discretion of Evolt IOH, take the form of:
(i) telephone advice; or
(ii) such services as Evolt IOH considers are more effective given the circumstances.
(b) Evolt IOH will provide the Support Service by ensuring the availability of suitably
trained staff familiar with the operation, maintenance and support of the Software as
soon as practicable during Evolt IOH’s normal business hours.
(c) The Subscriber must ensure that Evolt IOH’s support personnel are provided with all
information, facilities, assistance and accessories reasonably required by Evolt IOH to
enable Evolt IOH to provide the Support Services.
6.2. Exclusions from support services
Support Services to be provided by Evolt IOH under this Agreement do not include:
(a) correction of errors or defects caused by operation of the Software in a manner other
than specified in the Documentation;
(b) correction of errors or defects caused by modification, revision, variation, translation

or alteration of the Software not authorised by Evolt IOH;
(c) correction of errors caused by failure of the Subscriber to provide suitably qualified
and adequately trained operating and programming staff for the operation of the
Software;
(d) training of operation of programming staff;
(e) rectification of operator errors;
(f) rectification of errors caused by incorrect use of the Software;

(g) rectification of errors caused by equipment fault;
(h) equipment maintenance; and
(i) diagnosis of rectification of faults not associated with the Software.
6.3. Support charges
(a) The Subscriber must pay the Support Charges at the rate and in the manner specified
in the Schedule for any Support Services that, in Evolt IOH’s reasonable opinion, is
not able to be provided in the form of telephone advice through Evolt IOH’s customer
care service.
(b) The Support Charges are exclusive of taxes, duties and charges imposed or levied in
Australia or overseas in connection with the supply of the Support Services. Without
limiting the foregoing, the Subscriber will be liable for any new taxes, duties or
charges imposed subsequent to the date of this Agreement in respect of the Support
Services.
7. UPDATES AND NEW RELEASES
(a) Evolt IOH is under no obligation to provide updates or new releases of the Software.
(b) The Subscriber acknowledges that the Subscription is for the version of the Software
detailed in the Schedule and that, unless Evolt IOH notifies the Subscriber in writing
otherwise:
(i) it is not entitled to any updated version or new release of the Software that may
be developed or released (as the case may be) by Evolt IOH following the
commencement of this Agreement (the Updated Software); and
(ii) additional fees may apply in order for the Subscriber to gain access to the
Updated Software.
(c) The Subscriber must provide Evolt IOH with all reasonable assistance in the event that
Evolt IOH wishes to provide an update or new release of the Software to the
Subscriber.
8. CONFIDENTIAL INFORMATION
(a) The Subscriber acknowledges that as a result of the grant of the Subscription by Evolt
IOH, the Subscriber will be given access to the Confidential Information (which
includes the Personal Information).

(b) The Subscriber covenants to Evolt IOH that:
(i) it will treat the Confidential Information as subject to a duty of confidence and
will only use the Confidential Information in a manner consistent with its rights
as licensee in accordance with the terms of this Agreement;
(ii) except as is permitted specifically under this document, it will not in any other
way use the Confidential Information without Evolt IOH’s prior written consent;
(iii) it will ensure that all written material provided by the Evolt IOH to the
Subscriber as a result of the grant of the Subscription is safely and securely
stored when not in use, and the Subscriber hereby acknowledges that such
material including all copies thereof remains the absolute and exclusive property
of Evolt IOH; and
(iv) in addition to the other obligations contained in this clause, it will collect, use,
disclose, store, maintain and otherwise deal with the Personal Information in
accordance with:
(A) for Subscribers that are located in Australia – the Privacy Act 1988 (Cth)
(the Privacy Act);
(B) for Subscribers that are located outside of Australia – the Privacy Act as
well as any legislation in force in the country in which the Subscriber is
located which regulates the manner in which Personal Information is
collected, used, disclosed and stored,
which includes (without limitation), compliance with the Australian Privacy

Principles contained in the Privacy Act, implementing a complaint handling
process for privacy complaints and implementing a data breach response plan;
(v) it will ensure that its agents and contractors comply with the terms of this clause;
(vi) it will immediately notify Evolt IOH if it becomes aware of any breach or
suspected breach of this clause 8.
9. INTELLECTUAL PROPERTY
9.1. Ownership
The Subscriber acknowledges and agrees that Evolt IOH owns, and the Subscriber has no
rights or entitlements with respect to, the Intellectual Property.

9.2. Use and Modifications
(a) The Subscriber acknowledges and agrees that Evolt IOH owns all Intellectual Property
that the Subscriber may develop in the course of or arising out of Evolt IOH granting
the Subscription to the Subscriber and, for the avoidance of any doubt, the Subscriber
assigns any such Intellectual Property to Evolt IOH immediately upon its creation.
(b) The Subscriber must not make use of or reproduce any Intellectual Property owned by
Evolt IOH without the prior written approval of Evolt IOH.
9.3. Moral Rights
The Subscriber consents to the doing of any acts or making of any omissions by Evolt IOH
and the employees, servants, agents, licensees and assigns of Evolt IOH that infringe the
Subscriber’s Moral Rights in any Works made by the Subscriber as a consequence (either
direct or indirect) of Evolt IOH granting the Subscription to the Subscriber, including:
(a) not naming the Subscriber as the author of a Work;
(b) amending or modifying (whether by changing, adding to or deleting/removing) any

part of the Work but only if the Subscriber is not named as the author of the amended
or modified Work,
whether those acts or omissions occur before, on or after the date of this Agreement.
9.4. Disclosure
The Subscriber must disclose to Evolt IOH all valuable inventions, discoveries,
improvements, designs, trademarks, work or other subject-matter created by or on behalf of
the Subscriber during the Term that is in any way connected with Evolt IOH granting the
Subscription to the Subscriber, whether capable of attracting Intellectual Property rights or
not.
10. LIABILITY
10.1. General exclusion
Subject to clause 10.2, any condition or warranty which would otherwise be implied in this
Agreement is excluded.
10.2. Limitation
Where legislation implies in this Agreement any condition or warranty, and that legislation
avoids or prohibits provisions in a contract excluding or modifying the application of or

exercise of or liability under such condition or warranty, the condition or warranty will be
deemed to be included in this Agreement. However, the liability of Evolt IOH for any breach
of such condition or warranty will be limited, at the option of Evolt IOH, to one or more of
the following:
(a) if the breach relates to goods;
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods;
or
(iv) the payment of the cost of having the goods repaired; and
(b) if the breach relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
10.3. No Liability
Evolt IOH shall not be liable for indirect, incidental, special or consequential damages
including loss of profits, loss of data, revenue loss or otherwise incurred by the Subscriber
or any third party whether in an action in tort or contract even if Evolt IOH or its servants or
agents have been advised of the possibility of such damages.
11. INDEMNITY
(a) The Subscriber indemnifies Evolt IOH against the full amount of all expenses, losses,
damages and costs (on a solicitor and own client basis and whether incurred by or
awarded against Evolt IOH) that Evolt IOH may sustain or incur as a result, whether
directly or indirectly, of any:
(i) breach of this Agreement by the Subscriber, including but not limited to, a
breach in respect of which Evolt IOH exercises a right to terminate this
Agreement;
(ii) loss of or damage to any property or injury to or death of any person caused by
any act or omission of the Subscriber or its employees, contractors or agents.
(b) The indemnities contained in this clause 11(a) will continue in full force and effect
notwithstanding the termination of this Agreement.

12. TERMINATION
12.1. Immediate termination
Without limiting the generality of any other clause in this Agreement, Evolt IOH may
terminate this Agreement immediately by notice in writing if:
(a) the Subscriber is in breach of any term of this Agreement and such breach is:
(i) not capable of being remedied; or
(ii) capable of being remedied and is not remedied within 10 Business Days of
notification by Evolt IOH;
(b) the Subscriber for any reason destroys or disposes of or loses custody of the Software.
12.2. Consequences of termination
If notice is given to the Subscriber pursuant to clause 10.1, Evolt IOH may, in addition to
terminating the Agreement:
(a) Discontinue providing the Subscriber with access to the Software;
(b) repossess any copies of the Software and Documentation in the possession, custody or
control of the Subscriber;
(c) be regarded as discharged from any further obligations under this Agreement; and
(d) pursue any additional or alternative remedies provided by law.
13. NOTICES
13.1. Notice in Writing
A party giving notice under this document (including a demand, request, consent, approval,
offer and any other instrument or communication made, required or authorised to be given
under or pursuant to this document) must do so in writing.
13.2. Methods of Service
Service of any notice, document, originating process or document in a court proceeding or

required to be served under any Act, under or relating to this document shall be sufficiently
served:
(a) if delivered personally to the party to be served;
(b) if left at or sent by pre-paid registered post to:

(i) the address of the party to be served as set out in the description of that party in
the schedule to this document;
(ii) the last known place of abode or business of the party to be served; or
(iii) the registered office of any party to be served which is a company; or
(c) if sent by facsimile or email transmission to the facsimile number or email address of
the party to be served as set out in the schedule to this document or as subsequently
notified for the purposes of this clause, provided that no transmission error message is
received by the sender.
13.3. Electronic Communications
The parties consent to any information, notice, document, originating process or document
in a court proceeding in relation to this document being given by electronic communications.
13.4. Receipt of Notices
In the case of:
(a) serving notice in accordance with clause 13.2(b), such notice shall be deemed to have
been duly served upon it being left at the relevant address or, if posted, on the fifth day
after such notice has been posted; and
(b) serving notice in accordance with clause 13.2(c), such notice shall be deemed to have
been duly served and received at the time such facsimile or email transmission is sent.
13.5. Signing of Notices
A notice given or served under this document shall be sufficient if:
(a) in the case of a corporation, it is signed by a director or secretary of that corporation

or its attorney or lawyer;
(b) in the case of an individual, it is signed by that individual or his attorney or lawyer.
13.6. Deemed Personal Service
The parties agree and acknowledge that service in accordance with clause 13 is deemed to
be effective personal service of any notice, document, originating process or document in a
court proceeding.
13.7. Notice May Be Given To or By Party’s Solicitor
(a) Any Notice by a party may be given and may be signed by its solicitor.

(b) Any Notice to a party may be given to its solicitor by any of the means listed in
clause 13.2 to the solicitor’s business address or facsimile number.
13.8. Non-Merger
This clause 13 shall remain in full force and effect notwithstanding the termination of this
document and shall not merge on termination.
14. GENERAL
14.1. Payments
Unless otherwise agreed with Evolt IOH in writing:
(a) all payments are to be made in either AUD or USD;
(b) the Subscription Fee does not include taxes and if Evolt IOH is required to pay sales,
use, property, value added, or other taxes based on this Agreement then such taxes will
be billed to and paid by the Subscriber; and
(c) The payment of any amount payable to Evolt IOH is not subject to set-off for any
claim by the Subscriber against Evolt IOH.
14.2. Whole agreement
(a) This Agreement and the documents referred to in it contain the whole agreement
between the parties relating to the transactions contemplated by this Agreement and
supersedes all previous agreements between the parties relating to these transactions.
(b) Each of the parties acknowledge that, in agreeing to enter into this Agreement, they
have not relied on any representation, warranty or other assurance except those set out
in this Agreement.
14.3. Legal costs
The parties must each pay their own legal and other expenses relating directly or indirectly
to the negotiation, preparation and execution of this Agreement and all documents incidental
to it.
14.4. Amendment
An amendment or variation to this Agreement is not effective unless it is in writing and

signed by the parties.

14.5. Assignment
(a) Evolt IOH may assign or transfer its rights and obligations under this Agreement upon
the provision of seven (7) days’ notice in writing to the Subscriber.
(b) None of the rights or obligations under this Agreement may be assigned or transferred
by the Subscriber without the written consent of Evolt IOH.
14.6. Further assurance
Each party must promptly execute all documents and do all things that another party from
time to time reasonably requests to effect, perfect or complete this Agreement and all
transactions incidental to it.
14.7. Governing Law and Jurisdiction
(a) This Agreement is governed by and must be construed in accordance with the laws of
Queensland, Australia.
(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of Queensland, Australia, and all courts which have jurisdiction to hear
appeals from those courts and waives any right to object to proceedings being brought
in those courts for any reason.
14.8. Warranty of Authority
The person signing this Agreement:
(a) as attorney for any party warrants to the other parties that at the date of execution the
person has not received any notice or information of the revocation of the power or
attorney appointing them; and
(b) as an authorised officer, agent or trustee of any party warrants to the other parties that
at the date of execution he/she has full authority to execute this Agreement in that
capacity.
14.9. Electronic Execution
The Subscriber acknowledges and agrees that:
(a) it will be deemed to have signed this Agreement for the purposes of section 10 of the
Electronic Transactions Act 1999 (Cth) by its duly authorised representative indicating
its acceptance of these terms on Evolt IOH’s website;
(b) no action other than that detailed in clause 14.9(a) is required in order for the
Subscriber to be bound by the terms of this Agreement.
SCHEDULE
Item 1 Subscriber: The person nominated as being the subscriber in Evolt IOH’s
subscription application form, who must be an owner, licensee
or lessee of at least one (1) Evolt 360 Machine.
Item 2 Initial Term: One (1) year, commencing on the date nominated by Evolt IOH
in writing.
Item 3 Subscription Fee: The amount stated by Evolt IOH on the date that the Subscriber
agrees to be bound by the terms of this Agreement as being the
subscription fee for the Software for the region in which the
Software is to be predominantly accessed by the Subscriber.
Item 4 Software: The reporting dashboard known as ‘Evolt Insights’.
Item 5 Further Term: One (1) year from the date of expiration of the Initial Term or
then current Further Term (as the case may be).
Item 6 Designated 1. Evolt 360 Machines;

Equipment: 2. Subscriber’s computer systems at its place of business.
Item 7 Documentation: As provided to the Subscriber by Evolt IOH.
Item 8 Support Charges: The cost of Evolt IOH providing the Support Services which is
chargeable at the rate of AUD $90.00 per hour. Such costs
payable within 30 days of receipt of an invoice for same.

EXHIBIT R
ABC MERCHANT SERVICES AGREEMENT

Client number:
** All fields are required **
Business Name (DBA/OP/AS): ___________________________________________________________________________________________
Business Name (Legal): _________________________________________________________________________________________________
Club Address: ___________________________________________________________________________________________________________
Club City, State, Zip/Province, Postal Code: ____________________________________________________________________________
Club Phone Number: ____________________________________________________________________________________________________
Type of Business (i.e., S Corp., LLC, etc.): _______________________________________________________________________________
Legal Business Federal Tax ID# or Business# (TIN/EIN or BN/BIN): _____________________________________________________
Business Address Associated with Federal Tax ID# or Business #: _________________________________________
City, State, Zip/Province, Postal Code Associated with Federal Tax ID# or Business #: _________________________
Date of Incorporation/Organization: ___________________________________________________________________________
State/Province of Incorporation/Organization: ___________________________________________________________
Authorized Officer: _________________________________ Title: ________________________________________
Driver’s License #: _________________________________ DL Issuing State/Province: _____________________
Date of Birth: ______________________________________ SSN/SIN: ____________________________________
Email address: _____________________________________________________________________________________
BILLING SERVICES AGREEMENT
This Agreement made on , by and between ABC Fitness Solutions, LLC, a Delaware corporation, (hereinafter
“ABC”) and a/an (hereinafter “the Client”):
1. Merchant and Bank Account Set-up: Client hereby appoints ABC to act as its attorney-in-fact as follows: (i) to establish and maintain a
bank account and credit card processing merchant agreement on Client’s behalf with such bank and credit card processor as ABC may
designate; (ii) to receive sales data from Client and tender it to a credit card processor, for processing; and (iii) in connection with such bank
account and this Agreement, to execute any and all documents and take any and all other actions, on behalf of Client, that ABC deems
necessary or appropriate without further authorization or consent of Client. Such bank account shall be maintained for the purpose of
receiving and accepting proceeds of the card transactions processed pursuant to this Agreement and other related activity, including
adjustments, charge backs and payment of fees, all on Client’s behalf. Client hereby irrevocably directs such bank to transfer, on each
banking day, the closing balance of such account to a separate ABC account, as designated by ABC; to facilitate the transactions
contemplated this Agreement. Neither the credit card processor, ABC, nor the bank shall be liable in any respect for any act or omission or
for any error in judgment or for any mistake related in any way to the power of attorney created hereby or any actions taken pursuant hereto,
except in the case of such party’s willful misconduct. The Power of Attorney created hereby is coupled with an interest and shall be
irrevocable.
2. ABC agrees to bill, service and account for all acceptable membership agreements of the Client that have been delivered to ABC from
time to time under this Agreement. Upon receipt of an acceptable membership agreement or account information and such membership
agreement or account information becomes an active account; ABC will maintain appropriate account information during the time ABC is
actively collecting the account on behalf of the Client. The Client will be responsible for maintaining a physical copy of the membership
agreement.
3. The Client agrees to pay ABC for services provided herein, a fee of 3.90% on all payments received as Bank Drafts and 3.90% plus
applicable Pass-Thru-Fee, as defined hereinafter, on all Credit Card/Debit Card payments. Pass-Thru-Fees shall represent the approximate
cost of processing Credit/Debit Card payments and Client agrees to pay Pass-Thru-Fee of 1.95% on all Visa/MC Card payments, 1.95%
on all Discover Card payments, and 3.50% on all AMEX/Diners Club payments; plus a per transaction fee of $.29 on Visa/MC payments,
$.29 on Discover Card payments and $.00 on American Express/Diners Club payments. The Client further agrees to pay ABC a fee of
3.90% on all payments made or received by the club and posted to ABC and 7.00% for all forms of payment received other than Bank
Drafts or Credit Cards/Debit Cards. Examples of these other forms shall include payment books and payments received (directly or
indirectly) under the membership agreements serviced hereunder. All ABC’s fees will be deducted from the amount collected on behalf of
the Client. The fees apply to all payments on active membership agreements under service by ABC, whether payments are made to ABC
or directly to the Client. ABC reserves the right, from time to time, to change the fees and charges provided for herein without prior notice.
If Client wishes to dispute such change, it may deliver written notice thereof to ABC within sixty (60) days of Client’s receipt of the first
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Client number:
BILLING SERVICES AGREEMENT continued page 2
monthly report reflecting such change. If Client disputes such changes, the parties may negotiate a mutual agreement regarding fees or
either may terminate this Agreement by providing thirty (30) days written notice.
4. Billing cycles will occur twice per month. The 1st through the 15th shall represent one billing cycle, while the 16th through the end of the
month shall represent the other billing cycle. Net receipts for each billing cycle will be remitted to the Client by the 5th day following the
cycle cutoff (by the 5th and 20th day each month). ABC will not be responsible for delay in remittance due to weekends and holidays. Net
receipts are equal to the total membership agreement payments less the sum of the following: (I) reversals, chargebacks, refunds or other
credits against payments collected; (II) the billing fee set forth in paragraph 3; (III) any credit for payments made directly to the Client; and
(IV) any service or late charge, cancellation fee, or other charge or amount due from Client to ABC pursuant to this Agreement, or any other
agreement between Client and ABC or any policy established by ABC from time to time.
5. ABC will provide the Client each month with a report of membership agreements under service, collections, fees and charges imposed.
6. Payments on membership agreements directly to the Client are discouraged. In order to assure proper credit to each account, the Client
agrees to promptly notify ABC of any direct payments, including the account number and correct name in which the account is carried.
7. Only current membership agreements under which the member is not in default or past due for any amount will be acceptable membership
agreements under this Agreement. If, in the sole discretion of ABC, a past due account becomes uncollectible, the Client will be responsible
for further collection of said account and ABC shall be released from any further responsibility with respect to such membership agreement.
8. The Client may cancel the membership agreement of any member, and such membership agreement will be removed from the active list
and the Client will be notified. Cancellations will not be accepted from individual members, only from the Client itself, unless prior
authorization is received from Client.
9. Either party may cancel this Agreement by giving the other party thirty (30) days written notice. In the event either party should choose
to cancel this Agreement, ABC will hold all money in escrow for a period of no more than sixty (60) days following the last date upon which
the Client’s members were billed prior to cancellation of this Agreement. This holding period ensures all returns, if any, will be paid. If the
Client sells, it is the seller’s responsibility to make buyer aware of the services provided by ABC. Should the buyer choose not to utilize
ABC’s services, ABC will deduct any fees owed by Client to ABC from this Agreement, or any other agreement between ABC and client,
from any money which is held in the Client’s billing account.
10. The Client shall pay any and all federal, state or local excise, sales or use taxes or similar taxes imposed in respect to all membership
agreements serviced by ABC for the Client under this Agreement, or the services involved with respect to such membership agreements
(“Taxes”), and complete and file all required tax reports related thereto, all in a timely manner, and hereby agrees to indemnify and hold
ABC, its officers, directors, shareholders and employees harmless from any loss, including attorneys’ fees, resulting from its failure to do so.
11. If ABC is required to withhold or pay any of the foregoing said Taxes, or if the Client ever becomes liable to ABC for any sums or losses,
the amount so paid by ABC for said Taxes and any sums expended or losses incurred by ABC for which the Client is responsible to
indemnify ABC, will be deducted from all money collected, held or controlled by ABC under any existing agreements between ABC and the
Client, including, but not limited to, this Agreement and any billing and/or collection agreements, and further including, but not limited to,
any such money held in any account or accounts of the Client held or set up by ABC related to same, as well as from any collections and/or
funds held or controlled by ABC for the benefit of the Club related to same. In the event the amounts are not satisfied, any remaining
amounts owed will be due and payable to ABC by the Club within twenty-four (24) hours upon notification and request for payment to the
Club by ABC. The Client hereby agrees to indemnify, defend and hold ABC, its officers, directors, shareholders, agents, contractors and
employees harmless from any liability, claim, loss and expense, including attorneys’ fees, resulting from its failure to perform its obligations
in this Agreement or from its actions or omissions in connection with the operation of its club facilities, including, without limit, the failure to
comply with any applicable federal, state or local laws, rules, regulations or ordinances.
12. Client is a franchisee of Anytime Fitness, LLC (“AF”) and has certain obligations pursuant to its franchise agreement with AF (the
“Franchise Agreement”). Client understands and agrees that ABC may share information with AF regarding Client’s franchised operations
and receive instructions from AF to assist Client in complying with the Franchise Agreement, including without limit, instructions for ABC
to withhold “Information” (as defined in the Franchise Agreement) from Client and provide it to AF. Client also authorizes ABC to refund
any amounts owed by Client to its members, whether under the terms of its membership agreements with members or under the
Franchise Agreement, and to deduct such refunds from remittances owing to Client. Client agrees to indemnify, defend and hold ABC
harmless from and against any loss, liability or cost ABC may incur as a result of its compliance with such instructions and refund
provisions, unless such loss, liability or cost is caused by the gross negligence or intentional misconduct of ABC.
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Client number:
BILLING SERVICES AGREEMENT continued page 3
13. Furthermore, in the event that the Franchise Agreement is terminated for any reason, or Client’s health and fitness club is closed for
any reason, ABC may automatically stop billing members of such club and Client shall use its reasonable best efforts to provide ABC with
notice of any such termination or closure at least two weeks prior thereto.
14. This Agreement shall be governed by the laws of the state of Arkansas. Any litigation brought hereunder shall be brought only in a state
or U.S. federal court of general jurisdiction in Pulaski County, Arkansas.
Executed this__________________ day of_____________________________, __________
X________Sean Jameson____________ X_______________________________________________

Sean Jameson (Printed) Corporation Owner or Agent (Print Name)
X____________________________________________ X_______________________________________________
Sean Jameson (Signature) Corporation Owner or Agent (Signature)
ABC Fitness Solutions, LLC
P.O. Box 6800
North Little Rock
Arkansas 72124
Toll-free: 800-622-6290
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State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure
Document be registered or filed with the state, or be exempt from registration: California, Hawaii,
Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South
Dakota, Virginia, Washington, and Wisconsin.
This document is effective and may be used in the following states, where the document is
filed, registered or exempt from registration, as of the Effective Date stated below:
State Effective Date
California March 30, 2021
Hawaii Pending
Illinois March 30, 2021
Indiana March 30, 2021
Maryland Pending
Michigan March 30, 2021
Minnesota Pending
New York March 30, 2021
North Dakota Pending
Rhode Island Pending
South Dakota Pending
Virginia Pending
Washington Pending
Wisconsin March 31, 2021
Other states may require registration, filing, or exemption of a franchise under other laws,
such as those that regulate the offer and sale of business opportunities or seller-assisted marketing
plans.
State Effective Dates – Anytime Fitness

ITEM 23.
RECEIPT
This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in
plain language. Read this Disclosure Document and all agreements carefully.
If Anytime Fitness, LLC offers you a franchise, it must provide this Disclosure Document to you 14 calendar days
before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with
the proposed franchise sale. Iowa and New York require that Anytime Fitness, LLC gives you this disclosure
document at the earlier of the first personal meeting or 10 business days (or 14 calendar days in Iowa) before the
execution of the franchise or other agreement or the payment of any consideration that relates to the franchise
relationship. Michigan requires that Anytime Fitness, LLC gives you this disclosure document at least 10 business
days before the execution of any binding franchise or other agreement or the payment of any consideration,
whichever occurs first.
If Anytime Fitness, LLC does not deliver this Disclosure Document on time or if it contains a false or misleading
statement, or a material omission, a violation of federal and state law may have occurred and should be reported to
the Federal Trade Commission, Washington, D.C. 20580 and the state agency referred to in Exhibit A. The
franchisor is Anytime Fitness, LLC, 111 Weir Drive, Woodbury, MN 55125. Its telephone number is 651-438-
5000.
The name, principal business address, and telephone number of the franchise seller(s) offering this franchise is/are
______________________________________________________.
Anytime Fitness, LLC authorizes the respective parties identified on Exhibit A to receive service of process for us
in the particular state, except in the State of Minnesota, where any of our officers are authorized to receive service
of process on our behalf.
I have received a Franchise Disclosure Document with an issuance date of March 30, 2021. This Franchise
Disclosure Document included the following Exhibits: A) List of State Agencies and Agents for Service of Process;
B) Table of Contents of Operations Manual; C) Lists of Franchisees and Franchisees who Left the System;
D) Financial Statements; E) Franchise Agreement, Guaranty, General Release and State Specific Addenda to
Franchise Agreement; F) Charitable Contribution Addendum; G) Area Development Agreement, Guaranty and
State Specific Addenda to Area Development Agreement; H) State Specific Addenda to Franchise Disclosure
Document; I) Healthy Contributions Agreement; J) Financing Documents; K) ProVision Security Solutions, LLC
Technology Solutions Agreement; L) Nationwide Mutual Insurance Company Bond Application; M) Club
Management Software Service Agreements; N) Re-Sale Assistance Agreement; O) Franchisee Questionnaire; P)
Training Suite Addendum; Q) Evolt Software Subscription Agreement; R) ABC Merchant Services Agreement.
Please indicate the date on which you received this Disclosure Document, then sign and print your name below,
indicate the date you sign this receipt, and promptly return one completed copy of the Receipt to Anytime Fitness,
LLC, at 111 Weir Drive, Woodbury, MN 55125. The second copy of the Receipt is for your records.
Date Disclosure Document Received:
Prospective Franchisee's Signature
Date Receipt Signed:

Print Name
Address:
ITEM 23.
RECEIPT
This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in
plain language. Read this Disclosure Document and all agreements carefully.
If Anytime Fitness, LLC offers you a franchise, it must provide this Disclosure Document to you 14 calendar days
before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with
the proposed franchise sale. Iowa and New York require that Anytime Fitness, LLC gives you this disclosure
document at the earlier of the first personal meeting or 10 business days (or 14 calendar days in Iowa) before the
execution of the franchise or other agreement or the payment of any consideration that relates to the franchise
relationship. Michigan requires that Anytime Fitness, LLC gives you this disclosure document at least 10 business
days before the execution of any binding franchise or other agreement or the payment of any consideration,
whichever occurs first.
If Anytime Fitness, LLC does not deliver this Disclosure Document on time or if it contains a false or misleading
statement, or a material omission, a violation of federal and state law may have occurred and should be reported to
the Federal Trade Commission, Washington, D.C. 20580 and the state agency referred to in Exhibit A. The
franchisor is Anytime Fitness, LLC, 111 Weir Drive, Woodbury, MN 55125. Its telephone number is 651-438-
5000.
The name, principal business address, and telephone number of the franchise seller(s) offering this franchise is/are
______________________________________________________.
Anytime Fitness, LLC authorizes the respective parties identified on Exhibit A to receive service of process for us
in the particular state, except in the State of Minnesota, where any of our officers are authorized to receive service
of process on our behalf.
I have received a Franchise Disclosure Document with an issuance date of March 30, 2021. This Franchise
Disclosure Document included the following Exhibits: A) List of State Agencies and Agents for Service of Process;
B) Table of Contents of Operations Manual; C) Lists of Franchisees and Franchisees who Left the System;
D) Financial Statements; E) Franchise Agreement, Guaranty, General Release and State Specific Addenda to
Franchise Agreement; F) Charitable Contribution Addendum; G) Area Development Agreement, Guaranty and
State Specific Addenda to Area Development Agreement; H) State Specific Addenda to Franchise Disclosure
Document; I) Healthy Contributions Agreement; J) Financing Documents; K) ProVision Security Solutions, LLC
Technology Solutions Agreement; L) Nationwide Mutual Insurance Company Bond Application; M) Club
Management Software Service Agreements; N) Re-Sale Assistance Agreement; O) Franchisee Questionnaire; P)
Training Suite Addendum; Q) Evolt Software Subscription Agreement; R) ABC Merchant Services Agreement.
Please indicate the date on which you received this Disclosure Document, then sign and print your name below,
indicate the date you sign this Receipt, and promptly return one completed copy of the Receipt to Anytime Fitness,
LLC, at 111 Weir Drive, Woodbury, MN 55125. The second copy of the Receipt is for your records.
Date Disclosure Document Received:
Prospective Franchisee's Signature
Date Receipt Signed:

Print Name
Address:
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ANYTIME FITNESS

FRANCHISE DISCLOSURE DOCUMENT

ISSUANCE DATE: March 30, 2021.

QUESTION WHERE TO FIND INFORMATION

Does the franchisor have the Item 21 or Exhibit D includes financial

What’s it like to be an Anytime Item 20 or Exhibit C lists current and former

Some States Require Registration

(a) A prohibition on the right of a franchisee to join an association of franchisees.

(b) A requirement that a franchisee assent to a release, assignment, novation, waiver, or

(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a

Our Agents for Service of Process

Our agents for service of process are disclosed in Exhibit A.

Chief Executive Officer, Chief Manager and Governor: Charles Runyon

President, Governor, Secretary: Dave Mortensen

Chief Financial Officer/Treasurer: R. John Pindred

Chief Self Esteem Officer: Carol Grannis

Executive Vice President of International Franchise Operations: Rajat Kumar

Chief Development Officer – Jedidiah Schmidt

Senior Vice President of Franchise Administration: Jennifer Yiangou

Chief Technology Officer: Ryan Masanz

Chief Information Officer: Tammylynne Jonas

Chief Operating Officer – Angela Jaskolski

Chief Marketing Officer – April Anslinger

Brand President: Stacy Anderson

General Counsel: James Goniea

Director of Financing: Timothy Smith

Vice President of Operations - Ben Smith

Vice President of Sales – Tony Nicholson

Other than these actions, no litigation is required to be disclosed in this Item.

Club Purple Members – Franchise

Club Platinum Members – Franchise

Area Development Agreements4

Club Purple: Standard Anytime Fitness Franchise

Club Purple: Anytime Fitness Express

Club Platinum: Standard Anytime Fitness Franchise

Club Platinum: Anytime Fitness Express

Type of Fee (Note 1) Amount (Note 2) Due Date Remarks (Note 3)

Any Anytime Fitness Express centers that you

The Training Suite fee is not included in this fee

There is no charge to attend the Training Suite

If you are an existing franchisee that will now

For additional information as to your initial investment, see Item 7.

YOUR ESTIMATED INITIAL INVESTMENT

We currently have the following mandatory vendors:

We also have one affiliate that offers optional services to you.

Section in Franchise Section in Development Disclosure Document

6. Hitachi Capital America Corp

Before you open your franchised business, we will:

1) Designate your territory (Franchise Agreement – Section 1.C/Rider).

Hours of Hours of On-the-

During the operation of your business, we will:

Site Selection and Opening

General Advertising Requirements

General Advertising Fee

Item Percentage of Total Expenditures

Local Advertising Spend Requirement

Grand Opening and Ramp Up Program

Minimum Amount Grand Opening and Ramp Up

Computer Hardware and Software