ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

ANYTIME FITNESS
FRANCHISE DISCLOSURE DOCUMENT
ANYTIME FITNESS, LLC
a Minnesota limited liability company
12181 Margo Avenue South
Hastings, MN 55033
651-438-5000
info@anytimefitness.com
www.anytimefitness.com
The franchise we offer is for a fitness center designed to operate with minimal overhead and labor costs.
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 $43,074 and
$298,074. This includes an initial franchise fee of $17,999 (if you pay it in full when you sign the
Franchise Agreement, or $19,999 if you elect to pay it in two installments), as well as the cost of certain
items that most franchisees purchase from us or our affiliates before they begin operating, which items
range in cost from $17,124 to $25,875. For an Anytime Fitness Express center, your initial investment
should range from $33,074 to $218,974. This includes an initial franchise fee of$10,999, as well as the
cost of certain items that most franchisees purchase from us or our affiliates before they begin operating,
which items range in cost from $15,124 to $18,875.
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 or grant. 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 12181
Margo Avenue South, Hastings, Minnesota 55033, 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 advisory, 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 26,2009, as amended December 14,2009. (See Exhibit A for State Specific
Effective Dates and amendment dates.)
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STATE COVER PAGE
Your state may have a franchise law that requires a franchisor to register or file with a state franchise
administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A
STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS
VERIFIED THE INFORMATION IN THlS DISCLOSURE DOCUMENT.
Call the state franchise administrator listed in Exhibit A for information about the franchisor, or about
franchising in your state.
MANY FRANCHlSE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY
AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH
DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR
BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR
FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT TO RENEW.
Please consider the following RISK FACTORS before you buy this franchise:
1. THE FRANCmSE AGREEMENT PERMITS THE FRANCmSEE TO ARBITRATE
AND LITIGATE WITH THE COMPANY ONLY IN MINNESOTA. OUT OF STATE
ARBITRATION OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS
FAVORABLE SETTLEMENT. IT MAY ALSO COST MORE TO ARBITRATE OR
LITIGATE WITH US IN MINNESOTA THAN IN YOUR HOME STATE.*
2. THE FRANCmSE AGREEMENT STATES THAT MINNESOTA LAW GOVERNS THE
AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS
AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.
3. THERE MAY BE OTHER RISKS CONCERNING TmS FRANCmSE.
*See Disclosure Document and Franchise Agreement, as well as any addendum thereto, for provisions
which create exceptions to this clause, or which may override this clause.
We may use the services of one or more franchise brokers or referral sources to assist us in selling our
franchise. A franchise broker or referral source represents us not you. We pay this person a fee for
selling our franchise or referring you to us. You should be sure to do your own investigation of the
franchise.
EFFECTIVE DATE: See Exhibit A for State Specific Effective Dates.
FDD

ANYTIME FITNESS, LLC
FRANCmSE DISCLOSURE DOCUMENT
TABLE OF CONTENTS
ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES 1
ITEM 2. BUSINESS EXPERIENCE ............................................................................................. 2
ITEM 3. LITIGATION ................................................................................................................... 3
ITEM 4. BANKRUPTCy ............................................................................................................... 4
ITEM 5. INITIAL FEES ................................................................................................................. 4
ITEM 6. OTHER FEES .................................................................................................................. 7
ITEM 7. ESTIMATED INITIAL INVESTMENT ......................................................................... 9
ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ........................ 13
ITEM 9. FRANCHISEE'S OBLIGATIONS ................................................................................ 15
ITEM 10. FINANCING ................................................................................................................ 16
ITEM 11. FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING ................................................................................................................. 22
ITEM 12. TERRITORY ............................................................................................................... 29
ITEM 13. TRADEMARKS .......................................................................................................... 30
ITEM 14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ...................... 30
ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
FRANCHISE BUSINESS .......................................................................................... 31
ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .............................. 31
ITEM 17 . RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION ......... 31
ITEM 18. PUBLIC FIGURES ...................................................................................................... 36
ITEM 19. FINANCIAL PERFORMANCE REPRESENTATIONS ............................................ 36
ITEM 20. OUTLETS AND FRANCHISEE INFORMATION .................................................... 40
ITEM 21. FINANCIAL STATEMENTS ..................................................................................... 51
ITEM 22. CONTRACTS .............................................................................................................. 51
ITEM 23. RECEIPTS ................................................................................................................... 51
EXHmITS
A. LIST OF STATE AGENCIES/AGENTS FOR SERVICE OF PROCESS AND STATE SPECIFIC
EFFECTIVE DATES (IF ApPLICABLE)
B. TABLE OF CONTENTS OF OPERATIONS MANUAL
C. LIST OF FRANCHISEES
D. FINANCIAL STATEMENTS
E. FRANCHISE AGREEMENT, GUARANTY, GENERAL RELEASE AND STATE SPECIFIC ADDENDA TO
FRANCHISE AGREEMENT
F. AREA DEVELOPMENT AGREEMENT, GUARANTY AND STATE SPECIFIC ADDENDA TO AREA
DEVELOPMENT AGREEMENT
G. STATE SPECIFIC ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT
H. FINANCING CONSULTANT AGREEMENT
I. FINANCING DOCUMENTS
J. PROVISION SECURITY SOLUTIONS, LLC AGREEMENT
1237936.2
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ITEM 1.
THE FRANCmSOR 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 12181 Margo Avenue South, Hastings, Minnesota 55033. We do business under our corporate name
and as "Anytime Fitness."
The franchises we offer are for the operation of fitness centers designed to operate with minimal overhead
and labor costs 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 do not have any
other business activities.
Our franchise system consists of boutique fitness centers with the potential for minimal overhead and
labor costs. Through an affiliate, we have developed a card 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 some 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"). If a center will have more than 2,500 square feet, it will usually
be identified as an Anytime Fitness® center. If it has less than 2,500 square feet, it will usually be
identified as an Anytime Fitness Express® center. The principal differences between an Anytime Fitness
center and an Anytime Fitness Express center, other than size, are that an Anytime Fitness center will
have showers, while the Anytime Fitness Express center will not, and an Anytime Fitness Express center
will either be located in a town of less than 5,000 people, or it will be a second club you open within the
Designated Territory of a club you already operate (see Item 12). Anytime Fitness centers will also
usually have 2 tanning beds, while an Anytime Fitness Express center will typically only have 1 tanning
bed, and the Anytime Fitness Express center will have less exercise equipment.
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.
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 and local fitness centers.
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, and business licensing requirements. 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 fitness center contracts,
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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 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 ("A ED") 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. 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.
In December 2009, ownership of our company was transferred to Anytime Worldwide, LLC, a Delaware
limited liability company, 95% of which is owned by Anytime Holdings, Inc., a Minnesota corporation.
(The former majority owners of our company own all of Anytime Holdings, Inc. and therefore indirectly
own 95% of our company.) We do not have any other parent companies, and we do not have any
predecessors. We have several affiliates that sell goods or services to our franchisees. Provision Security
Solutions, LLC ("Provision"), a Minnesota limited liability company operated originally as a partnership
(beginning in January 2006) and then as a corporation (from August 2007 until December 2009), provides
software support and security monitoring services, and sells operating systems (including computers,
security systems, video monitors and digital video recorders), access card readers, access cards and other
miscellaneous products to our franchisees (see Item 8). It also hosts websites for our franchisees, and it
offers financing for the electronics in Anytime Fitness@ and Anytime Fitness Express® centers (see
Item 10). Franchise Real Estate LLC, a Minnesota limited liability company formed in March 2006
("FRE"), offers site selection assistance services to our franchisees. Franchise Financial, LLC ("FFI"), a
Minnesota limited liability company, which operated as a corporation from April 2007 until December
2009, offers assistance to our franchisees in obtaining financing for their Anytime Fitness® center (see
Item 10). Healthy Contributions, LLC, a Minnesota limited liability company formed in September 2008
("Healthy Contributions"), is a billing processing company that assists in the transfer, processing and
distributions offunds and data for various fitness incentive programs. Vantage Point Apparel &
Promotional Products, LLC ("Vantage Point"), is a Minnesota limited liability company formed in July
2008, that distributes and sells logo apparel and promotional products. The principal business address of
our parent companies and all our affiliates is 12181 Margo Avenue South, Hastings, Minnesota 55033.
None of these companies has ever offered any fitness center franchises or franchises in any other lines of
business, nor have they operated any fitness centers.
Our agents for service of process are disclosed in Exhibit A.
ITEM 2.
BUSINESS EXPERIENCE
President, 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
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President and Chief Manager. From February 2002 until September 2003, he was our President and
Chief Executive Officer, and he was re-elected to those positions in October 2009. Between September
2003 and September 2009 he served as our Vice President and Chief Financial Officer. From 1995 to
December 2001, Mr. Runyon was also a Vice President of Minnesota Health, Inc., a fitness marketing
company in St. Paul, Minnesota. From October 2003 until December 2004, he was also President of
Northern Fitness Group, a fitness club operator in St. Paul.
Governor, Secretary: Dave Mortensen
Mr. Mortensen was appointed as our Secretary and a Governor of our company in December 2009.
However, since January 2006, Mr. Mortensen has managed Provision. In August 2007, he was elected a
Director of Provision, and 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. In addition, between June 1999 and March 2007, he was President of Apex Management
Services, Inc., a billing and processing company that was formerly operated as an affiliate of ours.
Chief Financial Officer/Treasurer: Gerry Thomas
Mr. Thomas was appointed as our Chief Financial Officer/Treasurer in October 2009. From September
2007 to September 2009, he was our Controller. Between February 2005 and November 2006, he was
with Capella Education Company in Minneapolis, first as an accounting manager and for the last 10
months as Director of Finance. Between June 2000 and February 2005, Mr. Thomas was an accounting
manager for Lawson Software in St. Paul, Minnesota.
Vice President-Sales; Chief Operating Officer: Jeffrey Thames
Mr. Thames has been our Vice President of Sales since September 2004. In March 2006, he was also
appointed Chief Operating Officer. From October 2003 until August 2004, he was a Vice President of
Sales for Network Guidance, an information technology company based in Minnetonka, Minnesota.
V ice President of Operations: Jennifer Yiangou
Mrs. Yiangou has served as our Vice President of Operations since January 2008. From January 2006 to
December 2007, she was our Director of Operations. From September 2003 through July 2005, she was
Senior Lease Renewal Representative of the Real Estate Department at Regis Corporation in Edina, MN.
From June 1998 through August 2003, she was Senior Operations Coordinator for Supercuts in Edina,
Minnesota, a large franchise and corporate national hair salon chain owned by Regis Corporation.
Vice President of Support: Eric Keller
Mr. Keller has been our Vice President of Support since January 2008. From November 2006 until
December 2007, he served with us as Franchise Consultant Manager. From February 2006 to October
2006, he was a Support Specialist. Since June 2002, Mr. Keller has also owned and operated Fitness
Ventures of Minnesota, Inc., a health club located in Woodbury, Minnesota. From September 1997
through June 2002, he was a manager of Northern States Health, a health club facility located in West St.
Paul, Minnesota.
ITEM 3.
LITIGATION
In 2008, we initiated the following lawsuits against franchisees of ours:
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1. Anytime Fitness, Inc. v. Reserve Holdings, LLC and Joseph J. Nordquist, United States
District Court, District of Minnesota, Civil File No. 08-4905, filed August 18,2008. We
terminated this franchisee's franchise for breach of the Franchise Agreement. When the
franchisee failed to stop operating as an Anytime Fitness center, we brought this action
for trademark infringement and for enforcement of the post-termination obligations. On
September 12, 2008, the court issued a Preliminary Injunction against our franchisee,
requiring the franchisee to immediately stop operating any fitness business at the location
of its former Anytime Fitness business, to return all confidential and proprietary materials
to us, to remove and return to us, or destroy, all signage, promotional materials, and other
materials bearing our mark, and to cancel all telephone and/or fax numbers and all
directory listings for the former franchised business. The franchisee complied with the
Order, and we settled the case, with the franchisee reimbursing us for attorneys' fees we
incurred in the litigation.
2. Anytime Fitness, Inc. v. Spencer Helmke, 18th Judicial District Court, Sedgwick County,
Kansas, case #08SC642, filed July 31, 2008. We filed this claim in small claims court for
payment of unpaid amounts owed by a former franchisee. Just before the hearing, the
franchisee agreed to pay us and we settled the case.
Other than these 2 actions, no litigation is required to be disclosed in this Disclosure Document.
ITEM 4.
BANKRUPTCY
No bankruptcies are required to be disclosed in this Disclosure Document.
ITEMS.
INITIAL FEES
We offer franchises for Anytime Fitness and Anytime Fitness Express centers. An Anytime Fitness
center will typically have at least 2,500 square feet of space. An Anytime Fitness Express center typically
requires less than 2,500 square feet of space, and would typically be placed in a town having less than
5,000 people. In all cases, we will determine whether a particular location qualifies as an Anytime
Fitness center or an Anytime Fitness Express center.
Our initial franchise fee for an Anytime Fitness center is $17,999. If you (i) are installing an Anytime
Fitness center in a hotel, motel or apartment complex that you own or operate that is available only to guests
and employees of the hotel or motel, or residents and employees of the apartment complex, or (ii) already
have an Anytime Fitness franchise and you are not in default under your other Franchise Agreement(s)
with us, then we discount the initial franchise fee to $10,999 (but if the new center shares a Protected
Territory with another Anytime Fitness Center that you already own, we will reduce the initial franchise
fee to $6,999).
Our initial franchise fee for an Anytime Fitness Express center is $10,999. However, if you are already
operating an Anytime Fitness center and you want to open an Anytime Fitness Express center, we will
reduce the fee to $9,999, unless the new center is in the Protected Territory of your existing club, in which
case we will reduce the initial franchise fee for the Anytime Fitness Express center to $6,999.
We also have a Veteran's program that offers reduced franchise fees to current members ofthe United
States and Canadian Military, and veterans who received an honorable discharge from a branch of the
United States and Canadian Military. If you qualifY for this discount, we will reduce the $17,999 initial
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fee to $14,999, the $10, 999 fee to $8,999, and the $9,999 fee to $7,999. This reduction only applies to
Franchise Agreements you enter into with us during the time we offer this program, and it does not apply
to Development Fees that are payable under an Area Development Agreement. We have the right to
modify or terminate this program at any time, but no modification or termination will affect any Franchise
Agreements you signed during the time the program was offered.
In all cases, the initial franchise fee is due in full when you sign the Franchise Agreement. However,
when the fee is $17,999, if you want to pay the fee in installments, you may pay $9,999 when you sign
the Franchise Agreement, and an additional $10,000 (thus, a total of $19,999, rather than $17,999) at the
earlier of 90 days after you sign the Franchise Agreement, or the day you begin your initial training. In
the case ofa Veteran who is qualified for an initial franchisee fee of$14,999, you may pay $7,999 when
you sign the Franchise Agreement, and an additional $8,000 (for a total of $15,999) at the earlier of90
days after you sign the Franchise Agreement, or the day you begin your initial training.
All portions of the initial franchise fee are nonrefundable, except in one limited circumstance. Ifwe are
unable to agree on a site within 90 days from the date you sign the Franchise Agreement, we have the
right to terminate your Franchise Agreement. Ifwe exercise this right within 120 days after you sign the
Franchise Agreement, we will refund $5,000 to you, provided you sign a termination agreement, releasing
us from any further responsibility to you (except that in the case of an Initial Franchise Fee of less than
$10,000, we will retain $5,000 to cover our costs, and refund any balance to you, provided you sign a
termination agreement, releasing us from any further responsibility).
You will have 180 days 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 90 days, and we agree to allow you to do so, you
must pay a $250 extension fee to us as a condition to our granting the extension. 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 one extension (for 90 days) without payment ofthis fee.
This 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.
In our last year, our Initial Franchise Fees ranged from $5,999 to $14,999, depending on when the
franchise was purchased, and whether the franchise fit within any ofthe above exceptions.
We also 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 are a veteran.
If you are a new franchisee, who is not a veteran, and you sign an Area Development Agreement to
develop 2 Anytime Fitness centers, you pay a Development Fee of $27,998 (an average of$13,999 for
each center). We reduce this fee to $22,998 (an average of$II,499 each) if you qualify for the Veteran's
program. If you sign an Area Development Agreement to develop 3 Anytime Fitness centers, you pay a
Development Fee of $35,998 (an average of approximately $11,993 each), and $29,998 (an average of
approximately $9,999 each) if you qualify for the Veteran's program. If you sign an Area Development
Agreement to develop 4 or more Anytime Fitness centers, you pay a Development Fee equal to $10,999
times the number of centers we require you to open, or $8,999 each if you qualify for the Veteran's
program.
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If you are an existing franchisee that wants to sign an Area Development Agreement to open additional
Anytime Fitness centers, the Development Fee will be $10,999 for each Anytime Fitness center to be
developed under that agreement, or $8,999 each if you qualify for the Veteran's program.
If you sign an Area Development Agreement to develop 2 Anytime Fitness Express centers, you pay a
Development Fee of$18,998 (an average of $9,449 for each center). We reduce this fee to $16,998 (an
average of $8,499 each) if you qualify for the Veteran's program. If you sign an Area Development
Agreement to develop 3 or more Anytime Fitness Express centers, you pay a Development Fee of $8,999
times the number of centers we require you to open, or $7,999 each if you qualify for the Veteran's
program.
If you are an existing franchisee that wants to sign an Area Development Agreement to open additional
Anytime Fitness Express centers, the Development Fee will be $8,999 times the number of centers we
require you to open, or $7,999 times the number of centers we require you to open if you qualify for the
Veteran's program.
All portions of the Development Fee are payable in full when you sign the Development Agreement and
are nonrefundable. You will not pay an Initial Franchise Fee for any of the Anytime Fitness centers we
require you to develop under the Area Development Agreement. (In our last fiscal year, we only offered
Area Development Agreements for Anytime Fitness centers (and not Anytime Fitness Express centers).
The Development Fees ranged from $9,999 to $12,499 per center, depending on the number acquired.)
There are other fees you will pay to our affiliate, Provision, before you begin operating. You must buy
access card readers for your access control system from Provision as these are the only readers that will
allow your members to use their reciprocity benefits. The cost is $799 for each card reader. We expect
that most franchisees will purchase 3 card readers, but we only require you to purchase 1 reader (unless
you have multiple tanning beds, in which case you will need one card reader for each tanning bed), and
the most that anyone purchased last year was 5 readers. The access cards you purchase from Provision
(also sometimes referred to as "proximity cards") currently sell for $3.75 to $4.75 each. You can decide
how many access cards you want to initially purchase, but there is a minimum order of 100. Last year,
the most access cards anyone purchased from Provision before opening was 400. These payments are not
refundable.
We expect that most of our franchisees will also purchase their operating systems from Provision. This
will include the computer system, security system, video monitors, and digital video recorders. The cost
of these systems typically ranges from $16,000 to $23,000 for an Anytime Fitness center, and $14,000 to
$16,000 for an Anytime Fitness Express business. If you choose to purchase your computer somewhere
else, then you must pay Provision a one-time software configuration fee of $999. In addition, if you have
someone else install the security components of your operating system, you must pay us a fee to have
someone inspect the installation to confirm it complies with our manual. The fee is $1,999. If we find
any deficiencies, we will correct those deficiencies, but you must pay us our then-current hourly support
fee to do so. This fee is currently $85 an hour. None of the payments discussed in this paragraph are
refundable.
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ITEM 6.
OTHER FEES
Type of Fee (Note 1) Amouut (Note 2) Due Date Remarks (Note 3)
Monthly Fee $419 per month On or before the We may adjust the Monthly Fee as of
(Note 5) first day of each January 1 of each year, beginning
month. (Note 4) January 1,2010, to reflect inflation
according to the Consumer Price
Index published by the Bureau of
Labor Statistics, U.S. Department of
Labor, or its successors.
General Advertising No more than the On or before the We currently collect $150 per month
Fee greater of$150 per first day of each for a General Advertising Fee.
month or 1 % of your month. (Note 4)
monthly revenues for
general marketing.
Local Marketing No more than the On or before the As of December 1,2009, we had
Fund greater of$150 per first day of each implemented this fund in 15 states,
month or 1 % of your month. (Note 4) and we expect to add additional
monthly revenues for markets in the future.
general marketing.
Website Maintenance Currently $19.99 per On or before the You must have a web page that you
Fee month first day of each access through our Anytime Fitness
month. Home Page. This fee is a fee you pay
to Provision for maintaining your link
to that web page.
Software Support and Generally, $89 per Your billing You pay this fee to Provision for its
Security Monitoring month (Note 6) vendor will ongoing support for its proprietary
subtract this fee software.
from the receipts
generated by your
accounts.
Inspection Fee Generally $50 - $100 Your billing We will have someone conduct an
vendor will inspection of your center within 90
subtract this fee days after you open. If you fail the
from the receipts inspection, the center will be
generated by your re-inspected, and you will then have
accounts. to reimburse us for our costs of
additional inspections until the center
passes an inspection. As long as you
pass the initial inspection, you will
not incur this cost.
Renewal Fee $500 At least 30 days You only pay this fee if you want to
before the term of renew your franchise.
your Franchise
Agreement
expires.
Transfer Fee $2,500 - $9,999 Before you You only pay this fee if you sell your
(Note 7) transfer the franchise or your interest in it.
franchise.
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Type of Fee (Note 1) Amount (Note 2) Due Date Remarks (Note 3)
Liquidated Damages $10,000 If you fail to This fee only applies if you sign an
develop an Area Development Agreement, and it
Anytime Fitness then applies for each Anytime Fitness
center by the center you fail to develop under that
deadline provided agreement.
in an Area
Development
Agreement that
you sign.
Insurance Handling Currently $100 Immediately after You only pay this fee to us if you fail
Fees notice from us. to obtain insurance, and we obtain the
insurance coverage for you. This fee
does not include the cost of insurance
premiums, for which you must also
reimburse us.
Costs and Attorneys' Will vary under Immediately after You only pay this amount if we are
Fees circumstances. notice from us. successful in any legal action we
bring against you, or in defending any
claim you bring against us.
Interest The lesser of 1.5% As incurred. Payable on all overdue amounts.
per month or the
maximum rate
allowable by
applicable law.
Indemnification Will vary under As incurred. You have to reimburse us if we are
circumstances. sued or held liable for claims arising
out of your business.
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 are required to 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 preauthorized
check draft or pre-authorized credit card charge. However, currently, our preferred provider of
the billing and payment processing services collects these fees on our behalf from the fees they collect
each month from your members.
(4) You pay the Monthly Fee, the General Advertising Fee, and the Local Marketing Fund payment (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 month that begins immediately after the month that your business
opens. 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
FDD 8

the last month ofthe term of the Franchise Agreement, regardless of the actual termination date of the
Franchise Agreement.
(5) This fee is the same whether you open an Anytime Fitness center, or an Anytime Fitness Express
center, unless you open an Anytime Fitness Express center in the same territory given to you for an
Anytime Fitness center you are already operating, in which case we will reduce the monthly fee for your
Anytime Fitness Express center to $359 per month, subject to adjustment as discussed in the Remarks
section above.
(6) While the services Provision provides includes security monitoring, the fee is paid for Provision's
ongoing support of its proprietary software, development updates and release updates, and you are paying
nothing extra for security monitoring on an operating system Provision installed. Therefore, if you have
someone else do your security monitoring, this fee will not change. In addition, if you need service on an
operating system that Provision did not install, Provision will provide that support but will charge you its
then-current hourly support fee. The current hourly rate is $85.
(7) If you transfer the franchise before you open the center, the fee will be equal to the initial franchise
fee for that center, up to $9,999. If you transfer the franchise after you open, the transfer fee is $4,900
(which we will discount to $2,500 if you sell to an existing Anytime Fitness franchisee).
For additional information as to your initial investment, see Item 7.
ITEM 7.
ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
AMOUNT
TYPE OF ANYTIME METHOD TO WHOM
EXPENDITURE ANYTIME FITNESS OF WHEN PAYMENT IS TO
(Note 1) FITNESS EXPRESS PAYMENT DUE BE MADE
Initial Franchise! $10,999 to $6,999 to (Note 3) (Note 3) Us
Development Fee $19,999 $10,999
(Notes 2 and (Notes 2 and 3)
3)
Travel and Living $500 to $2,300 $500 to $2,300 As Incurred Before and Vendors (e.g., travel,
Expenses While During hotel, restaurants)
Training (Note 4) Training
Real Estate and $10,000 to $5,000 to As Incurred As Incurred Third Parties
Improvements $134,000 $89,000
(Note 5) (Note 5)
Fitness Equipment $1,500 to $1,500 to Lump Sum Before Us or Vendors
$37,500 $22,500 Issuing Order
(Note 6) (Note 6) for the
EQuipment
Tanning Equipment $0 to $1,800 $0 to $900 Lump Sum Before Vendors
(Note 6) (Note 6) Issuing Order
for the
Equipment
FDD 9

AMOUNT
TYPE OF ANYTIME METHOD TO WHOM
EXPENDITURE ANYTIME FITNESS OF WHEN PAYMENT IS TO
(Note 1) FITNESS EXPRESS PAYMENT DUE BE MADE
Security System $0 to $2,400 $0 to $1,200 Lump Sum Before Vendors
(Note 6) (Note 6) Issuing Order
for the
Equipment
First Aid Equipment $1,000 to $1,000 to As Incurred As Incurred Vendors
$1,600 $1,600 (Note 7)
(Note 7)
Interior Signs $775 to $975 $775 to $975 Lump Sum Before Us or Vendors
Opening
Outside Signs $2,000 to $2,000 to As Incurred Before Us or Vendors
$9,500 $9,500 Opening
Miscellaneous $3,000 to $2,000 to As Incurred As Incurred Vendors
Opening Costs $16,000 $8,000
(Note 8)
Grand Opening $2,000 to $2,000 to As Incurred Within 30 Vendors
Advertising $6,000 $6,000 (Note 9) Days from
(Note 9) Opening
Insurance (Note 10) $1,800 to $1,800 to Lump Sum Before Vendors
$5,000 $5,000 Opening
Supplies $1,000 to $1,000 to As Incurred Before Vendors
$6,500 $6,500 Opening
Legal and Accounting $500 to $4,500 $500 to $4,500 As Incurred Before Vendors
Expenses Opening
Additional Funds 3 $8,000 to $8,000 to As Incurred As Incurred Suppliers, Utilities,
Months (Notes 11 and $50,000 $50,000 etc.
12)
Total $43,074 to $33,074 to
$298,074 $218,974
(Note 13) (Note 13)
This table relates to the estimated initial investment for a start-up fitness center. Your initial investment
to convert an existing health club or fitness center or to operate the Anytime Fitness franchise in a hotel,
motel or an apartment complex that you own or operate may be less because your initial franchise fee
would be lower and the expenses on equipment and other items may also be lower.
Notes:
(1) Except for a portion of the Initial Franchise Fee, none of these payments are refundable. See Item 5
for information regarding refundability of a portion of the Initial Franchise Fee.
(2) The Initial Franchise Fee is generally $17,999 for an Anytime Fitness center franchise. The Initial
Franchise Fee for an Anytime Fitness Express franchise is $10,999. However, we discount these fees in
certain specific circumstances. Some of these discounts are tied to you signing an Area Development
Agreement, and committing to open 2 or more Anytime Fitness centers or Anytime Fitness Express
centers. All these discounts are described in Item 5.
(3) In most cases, you must pay the Initial Franchise Fee in full when you sign the Franchise Agreement.
There are, however, two situations in which you may pay this fee in installments. When the fee is
$17,999, you may pay $9,999 when you sign the Franchise Agreement, and an additional $10,000 (thus a
FDD 10

total of $19,999, rather than $17,999) at the earlier of 90 days after you sign the Franchise Agreement,
and the day you begin your initial training. In the case of a Veteran who is qualified for an Initial
Franchise Fee of $14,999, you may pay $7,999 when you sign the Franchise Agreement, and an
additional $8,000 (for a total of $15,999) at the earlier of 90 days after you sign the Franchise Agreement,
and the day you begin your initial training. We do not charge any interest on the portion that is deferred,
but, as indicated, the total Initial Franchise Fee is higher when you pay in installments (see Items 5 and 10
for additional information).
(4) The principal operator of your business must attend mandatory training in Hastings, Minnesota or
such other place we designate. In addition, if your principal operator is not also the person that will own a
controlling interest in your Anytime Fitness center, then the person holding the controlling interest 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.
(5) Our estimate for initial expenses for real estate and improvements assumes you will lease space for
your Anytime Fitness center. If you open an Anytime Fitness center, you should have at least 2,500
square feet, and we recommend that you not have more than 5,500 square feet for your center. An
Anytime Fitness Express center would generally have less than 2,500 square feet. All our estimates are
based on these assumptions. Rent for these locations will typically vary from $10.00 to $25.00 per square
foot per year. Our franchise model is based on minimizing overhead expenses, including real estate costs.
Costs will vary in relation to the physical size and location ofthe fitness center. A lower cost center is
one that would require fewer leasehold improvements and fewer equipment expenditures. The lower
estimates assumes the landlord will cover many ofthe leasehold improvement costs, as well as free rent.
You may also need to provide a 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.
(6) Our estimate for equipment assumes you lease all the equipment. The estimate therefore covers only
the security deposit and other up-front costs. The total cost of equipment will vary depending on various
factors, including whether you purchase or lease the equipment, and what equipment you obtain. If you
choose not to lease your equipment or leasing is not available, your initial investment for fitness
equipment, tanning equipment, and operating systems (not including monitoring costs), will increase to:
Anvtime Fitness Anvtime Fitness EXDress
Exercise Equipment $70,000 to $120,000 $40,000 to $70,000
Tanning Equipment Approximately $8,000 Approximately $4,000
Operating System $11,000 to $24,000 $8,000 to $14,000
If you purchase this equipment, the amount of Additional Funds for the 3 months operating expenses
would also be adjusted to reflect that you will not make 3 monthly equipment lease payments, but your
total initial investment will be substantially higher than we have estimated. 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. Exercise equipment includes fitness equipment, security devices, access
equipment, televisions and/or stereo, durable floor pads, decorations and fixtures.
FDD 11

(7) We require you have an automated external defibrillator. This equipment will generally cost between
$1,000 and $1,400. In some areas, you may be required to have additional first aid supplies, and our high
estimate covers the cost of these supplies.
(8) This amount includes lease security deposit, utility costs, permits, and licensing fees.
(9) Some franchisees, particularly people who sign Area Development Agreements to control an entire
market, will spend more than $6,000 per center for grand opening advertising because they believe they
will receive a return on that investment.
(10) 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 as an additional insured 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 staffthe premises all ofthe time.
(11) This estimates your initial start up expenses during the initial 3 months. This amount does not
include the cost of obtaining a bond for your business. If you choose to sell prepaid memberships, under
some state laws, you must obtain a bond to secure your obligations to pre-paid members. 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.
(12) 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 much the business is staffed, your sales and
management skills, experience and business acumen; local economic conditions; the local market for your
services; competition; the ability to obtain favorable real estate and equipment rates. These costs do not
include any payroll or owners draw amounts and assumes you will work full-time at your Anytime
Fitness center.
(13) These figures are estimates based on our experience in setting up Anytime Fitness centers in the last
2 years. 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. We do not offer financing for any part ofthe 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 12

ITEM 8.
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
All equipment, furnishings, fixtures, signs, billing and processing services, software support and security
monitoring services, 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 manual that we loan to you, or we may issue them separately. While we do not have
specifications for local advertising you create to promote your business, we do require that you obtain our
prior approval to the use of any advertising materials you prepare.
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.
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 suppliers may include our company and affiliates of ours.
One of our affiliates, Provision, is an approved vendor for installation services for your operating system.
If you want to use another vendor, and we have not previously approved that vendor, the vendor will have
to successfully complete a training program with Provision, in Provision's offices, to become approved.
Provision offers those programs on a quarterly basis, and they charge $999 per person to attend the
program. If you do not use an approved vendor to install your operating system, then you must pay us to
have an inspector assure that your security meets the minimum standards outlined in our Operations
Manual, and you must pay us a one-time fee of$I,999 to complete this compliance visit. Ifwe find the
installation was improper, we will also charge you our then-current hourly support fee to correct the
installation. Currently, the hourly fee is $85.
Provision is also an approved vendor for access cards, access card readers, and operating systems, which
include computer, access control system, cashless vending integration, security system, sound system,
video monitors, and digital video recorders. They also may be an approved supplier for website design
and maintenance, software support, and security monitoring services.
We also have 4 affiliates that offer services to you. FFI offers assistance in obtaining financing, and FRE
offers site selection assistance services. You are not required to use their services. If you do use the
services ofFFI or FRE, you do not have to pay them for those services. Rather, FFI receives fees from
the lenders ranging from 1 % to 2% of the amount you finance with any lender they refer you to, and FRE
receives a referral fee ranging from 1 % to 3% of your annual rent from property owners who may lease
property to you.
Healthy Contributions is a billing processing company that assists in the transfer, processing and
distribution of funds and data for various fitness incentive 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. You do not have to pay any fees to Healthy Contributions; they are paid by
the companies that offer these programs. Vantage Point is a distributor and reseller of logo apparel and
promotional products. They receive their compensation from their resale of products to you and your
members. You are not required to purchase any items from them. These are the only products or services
for which we or our affiliates are currently approved suppliers.
FDD 13

We may negotiate preferred vendor contracts with approved vendors. The preferred vendor contracts will
usually provide favorable pricing to our franchisees and may provide payments to us based on the
quantity and cost of products and services purchased. A list of current preferred vendor contracts will be
available to you from us at any time. Generally, we do not require you to purchase goods or services
from our preferred vendors. However, in order to keep the integrity ofthe reciprocity system that is
integral to the Anytime Fitness system and the benefits we provide to our members, we do require you to
obtain all billing and payment processing services from a preferred vendor. We currently designate one
preferred vendor for these services. The preferred vendor is not an affiliate of ours, but we may receive
payments from that vendor if the total dollar volume of processing that vendor does for all our franchisees
exceeds certain aggregate negotiated levels.
If you want to purchase other items for your Anytime Fitness center that we have not previously
approved, or from suppliers that we have not approved, 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, or the proposed supplier, meets our specifications and quality standards. 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 $250 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. In reviewing prospective suppliers, we
consider how they and/or their products or services would enhance our brand and make it more attractive
to members or franchisees, how they would improve the workout experience of a member, how they
would increase revenue of a franchisee's club, and how they would increase the efficiency of a franchisee.
(That criteria is posted on our website for potential vendors.) 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. 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 also may have some items for
which there is only 1 approved supplier.
We receive rebates from many of our preferred vendors. Those rebates generally range from 2% to 5% of
the purchases you make from the vendor, but in the case of certain fitness equipment, they can increase to
as much as 8% based on sales volume increases. There are also some vendors who pay us fixed rebates
on supplies and services.
During our fiscal year ended December 31, 2008, we did not receive any revenues from the direct sale of
goods and services to our franchisees. During its fiscal year ended December 31, 2008, Apex
Management Services, Inc. ("Apex") received $2,909,039 in revenues from the sale of goods or services
to our franchisees (but it no longer sells goods or services to our franchisees), Provision received
$10,223,389 in revenues from the sale of goods or services to our franchisees, and Vantage Point received
$9,227 from the sale of goods to our franchisees. While FFI, FRE and Healthy Contributions did not
receive any payments from franchisees for the purchase or lease of goods or services, FFI received
$336,539 from lenders that was based on financing provided to our franchisees, FRE received $1,388,607
in commissions from property owners who leased to our franchisees, and Healthy Contributions received
$11,380 from health maintenance and other organizations based on the participation of club members in
their programs.
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.
FDD 14

One or more of our officers owns stock in Nautilus Inc., a manufacturer of fitness equipment used by
some of our franchisees. None of our officers own any interest in any of our other suppliers, other than
our affiliates (Provision, FRE, FFI, Healthy Contributions, and Vantage Point).
ITEM 9.
FRANCmSEE'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
Obligation Agreement Agreement Document Item
a. Site selection and Section 7 and 8.A None Items 7 and 11
acquisition!lease
b. Pre-opening purchases/leases Sections 7.A and 9.A None Items 5, 7 and 8
c. Site development and other Sections 7.A and 9.A None Items 7 and 11
pre-opening requirements
d. Initial and ongoing training Sections 8 and 9.L None Item 11
e. Opening Sections I.A and 6.A Sections 3.A and 3.B Items 7, 11 and 12
f. Fees Sections 2.BA, 4, 5, Sections 2, 6.B, and Rider Items 5 and 6
6.B, 9.E, 9.F, 9.G,
Il.A., Il.B, B.B.8,
18.A, and Rider
g. Compliance with standards Sections 6, 8.D, and 9 None Items 8, 11, 14, and
and policies/operating manual 16
h. Trademarks and proprietary Sections 3, 9.E, 9.G, None Items 13 and 14
information 9.0, and Rider
i. Restrictions on Sections 9.C and 9.T None Items 8, 11, and 16
products/services offered
j. Warranty and customer 9.C None None
service requirements
k. Territorial development and None Section 3 and Rider Item 12
sales quotas
1. Ongoing product/service Sections 9.E, 9.F, 9.G, None Item 8
purchases and 9.T
m. Maintenance, appearance Sections 2.B.3 and 9.D None None
and remodeling requirements
n. Insurance Section 11.A None Item 7
o. Advertising Sections 3.D, 6, and 9.G None Items 6, 7, and 11
p. Indemnification Section 11 None Item 6
q. Owner's participation! Section 9.L None Item 15
management/staffing
r. Records and reports Section 12 None None
s. Inspections and audits Sections 9.Q and 12.B None None
1. Transfer Section 13 Section 7 Item 17
u. Renewal Section 2.B None Item 17
v. Post-termination obligations Sections 16 and 17.B Section 6 Item 17
FDD 15

Section in Franchise Section in Development Disclosure
Obligation Agreement Agreement Document Item
w. Non-competition covenants Sections 9.L, 16.H, and Section 8 Items 15 and 17
17
x. Dispute resolution Section 18 Section 8 Item 17
y. Other: guaranty of franchise Personal Guaranty Personal Guaranty (which Item 15
obligations (Note 1) (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 spouses, 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
As described in Items 5 and 7, when the initial franchise fee is $17,999 (and $14,999 for Veterans), we
will offer to finance that fee by allowing you to pay it in 2 installments. However, when you pay it in
installments, you will be paying more than if you pay the fee in full when you sign your Franchise
Agreement. For a $17,999 fee, you would pay $9,999 when you sign your Franchise Agreement, and an
additional $10,000 at the earlier of 90 days after you sign the Franchise Agreement, and the day you begin
the initial training. For Veterans, the down payment is $7,999, and balance is $8,000. You do not have to
sign any promissory note, or other document (other than the Franchise Agreement) for this financing.
You do not have to pledge any security, and we do not add any interest. You can prepay the second
installment at any time, without penalty. If the franchisee is an entity, the franchisee's principal owners
will be guaranteeing the payment of this fee because they sign a Personal Guaranty of all the franchisee's
obligations to us. If you default in making the second payment, we have the right to terminate the
Franchise Agreement, and you remain responsible for the remaining balance. We do not intend to sell,
assign or discount to a third party the second installment you owe us, but we may pledge it as security in
connection with any general financing you may obtain.
We do not generally offer, directly or indirectly, any other financing to you. We also do not have any
written agreements with any lender to provide financing to you, except as described in paragraph 5 below.
However, FFI, an affiliate of ours, has an arrangement with a number ofthird-party equipment lenders
who provide financing to our franchisees. FFI is a consulting firm that specializes in arranging
franchisee financing. It has arranged equipment leasing, conventional loans, and SBA loans for
franchisees. If you want FFI to assist you in obtaining financing, you must sign a separate Financing
Consulting Agreement with FFI. A copy of that agreement is attached to this Disclosure Document as
Exhibit H. FFI's consultation process begins with a review of your current personal and business
financial statements. It will discuss with you the various financing products and services that are
available, and assist you in preparing applications for financing with the lenders with whom it has
established relationships. You do not pay FFI anything for its services. FFI's fees are paid by the
lenders. Those fees are generally between 1 % and 3% of the cost of any financing they arrange. FFI's
current lender relationships, as of the date of this Disclosure Document, are described below:
1. U.S. Bancorp Business Equipment Finance Group will offer lease financing for the following
equipment: cardio and strength fitness, security, tanning, outdoor and indoor signage, computer
hardware and software, furniture and fixtures. The average financing is between $130,000 and
FDD 16

$150,000, but U.S. Bank can also finance smaller equipment upgrades or replacement solutions
for existing franchisees. All financing is subject to credit approval. U.S. Bank offers standard
fixed payments, and deferred and step-up finance program terms ranging from 36 months to 60
months. They typically require two advance payments at the beginning of the lease term, but may
require 10% down at the beginning of the lease term, depending again on credit approval and
quality. You will own the equipment at the end of the schedule payments. Interest rates currently
range from 10% to 12% per annum, depending on the strength of the credit. The amount of the
monthly payment will depend on the amount financed, the interest rate, and the length and type of
program term. U.S. Bank typically will not require you to pledge any other assets to secure the
lease, but you must provide a personal guaranty.
You may prepay your obligation to U.S. Bank at any time, but if you do prepay, you must pay all
amounts due, discounted at a 6% present value. Defaults include your failure to make any
payment when due, or if you breach any of your other promises in the loan documents or in any
other agreements you have with the lender. If you are in default, they can retain your security
deposit, terminate your lease and require you to pay the balance of the lease payments, discounted
to present value at 6% per annum. If you do not pay the full amount, they can require you to
return the collateral to them at a location they designate. They can sell the collateral and you will
still be responsible for any deficiency. You also must pay any attorneys' fees they incur. If any
amount is not paid when due, U.S. Bank can charge you a late payment charge equal to the lesser
of 15% of the past due amount or the maximum amount permitted by law. A copy of U.s. Bank's
financing documents as of the date of this Franchise Disclosure Document is attached as
Exhibit 1-1.
2. Geneva Capital, LLC ("Geneva"), offers equipment financing of up to $250,000, including cardio
and strength equipment, security system, tanning equipment, and signage (but excluding your
initial franchise fee and working capital), based on credit approvals. Financing is offered as a
lease that typically requires a 10%-20% advance payment. Lease terms vary from 24 to 60
months. Geneva offers both true tax and capital leases. Fixed interest rates vary from 8.25%, to
19.5% per annum, based on your financial and credit package. 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 the end of the lease at fair market
value, assuming you have not defaulted under the lease. The ability to prepay your obligations is
negotiated on a case by case basis.
FDD
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 $15.00, 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
equipment, terminate or accelerate the lease and require that you pay the remaining balance of the
lease (discounted at 6% 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 8% per annum. 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 ofthe 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 it 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.
17

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 13). 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 12). A copy ofthe current Geneva lease documents as ofthe date of this Disclosure
Document is attached as Exhibit 1-2.
3. Amerifund, Inc. ("Amerifund") offers equipment financing and will finance up to 100% of your
equipment costs, including fitness, outdoor signage, tanning, security, flooring, vending, point of
sale, etc. They offer both traditional equipment leases that have buyout options ranging from $1
to fair market value of the equipment at the time of the lease expiration, as well as traditional
loans. Traditional equipment loans are offered to the more highly qualified franchisees. These
are people who have FICO scores exceeding 675, are homeowners, have strong outside income
and a satisfactory net worth. Equipment leases are offered to franchisees who have average
credit, an outside income, a positive net worth, and a FICO store of between 620 and 675.
Amerifund also has a "second chance" program, that is offered to franchisees with prior
bankruptcies or poor credit history (so long as those histories are at least 2 years old), provided
the franchisee has re-established 5 open lines of credit and has a clean credit report for the last
two years. Amerifund also offers working capital lines to franchisees who have owned another
business (which could be another Anytime Fitness location) for at least 3 years, have a strong
Dunn & Bradstreet rating, and an average FICO score of at least 660.
FDD
In most cases, Amerifund will require a deposit of up to 2 advance payments (but higher under
the "second chance" program). In addition, there may be documentation, placement or site
inspection fees that are determined by the dollar amount being leased (but they will generally be
no more than 2 112% of the entire amount financed). The interest rates on these leases currently
range from 8.9% to 35% per annum. The amount of each payment will depend on the amount
financed, the interest rate, and the time period for repayment. Financing is available over a
minimum of2 years, and a maximum of 5 years. For franchisees who have 2 or more years in
business, they offer deferred payments of up to 6 months. You must personally guarantee the
loan or lease. For a loan, you must also sign a security agreement. The collateral you must
pledge under the security agreement will include the equipment they finance, but they do not
require any other collateral. All applications are subject to their credit approval. Copies of the
current Amerifund finance documents as of the date of this Disclosure Document are attached as
Exhibits 1-3-1, 1-3-2, 1-3-3, and 1-3-4.
Default under the Amerifund documents includes failure to make any payment (in most cases
with a grace period that varies from 5 to 10 days, your death, and breach of any other provision of
the finance documents. If you default, Amerifund may accelerate the balance of payments, and
repossess or require you to deliver the equipment to them. In the case of a lease, the accelerated
balance takes into account the present value of all future rents. They also have the right, in most
18

cases, to assess late fees if you are late in making any payments. You must also pay all legal fees
incurred by Amerifund if you default. The financing documents generally include waivers of all
defenses except payment, as well as your right to a jury trial. Any litigation concerning the
financing documents will generally be venued outside your state. In two cases, the financing
documents require any lawsuits be venued in South Carolina, in another Colorado, and in another
they require arbitration in Washington.
4. KLC Financial, Inc. ("KLC") will offer structured lease agreements for capital equipment that
you purchase for your Anytime Fitness Center. All financing is subject to credit approval and
quality of credit. This includes cardio and strength equipment, and electronics, furnishings and
fixtures. The amounts they will finance can be as small as $7,500, and as large as $175,000. The
repayment terms vary from 24 to 60 months. Payment factors range from a 24 month lease rate
of .04848 per month, to a five year lease with a rate of .02379 per month, depending on credit
approval. The amount of your monthly payments will depend on the amount financed, the term
of the lease, and the lease rate factor. When you sign your lease with KLC, you must also pay a
security deposit. At the end of the lease, you may purchase the assets for a price based on fair
market value of the assets at the time of purchase. KLC may also require you to pledge
additional assets to secure the lease, and you must provide a personal guaranty. There is no
prepayment penalty.
Defaults under KLC's equipment lease include failure to make payments within 10 days of the
due date, your death, and breach of any other provisions of the lease. If you default, KLC may
repossess and remove the leased equipment. They may also require you to return the equipment
to a place KLC specifies. In both cases, they can cancel or terminate the lease, retain all prior
payments, and declare all remaining amounts under the lease to be immediately due and payable.
If they declare the remaining amounts payable, they will reduce those payments at a present value
rate of 3% per year. You waive any trespass or right of action for damages by reason of KLC
entering on your property to repossess the equipment, or to remove or disable your equipment
(Lease Agreement - Section 22). You also waive all consequential and incidental damages
against KLC (Lease Agreement - Section 3). You must also pay all legal fees incurred by KLC
following your default, and any actual expenses KLC incurs in collection efforts.
If you fail to make a payment due to KLC within 10 days of the date it is due, you must also pay
KLC a service charge of 10% of the amount due, plus an additional service fee for each 30 day
period that the amount is past due, and a $100 default fee for any payment that becomes 30 days
past due. Delinquent payments will earn interest at 18% per year.
You may not cancel or terminate the lease. If KLC transfers its interest in the lease, the right to
the transferee will not be subject to any claims you have against KLC. You must provide KLC
monthly financial statements within 45 days of the end of any monthly period, and tax returns
within 9 months of the end of any tax period. Any payments you make to KLC under the lease
are not refundable. The lease agreement contains a waiver of your right to a jury trial, and you
must consent to the jurisdiction and venue in a court in the county of KLC's principal place of
business. Copies of the current KLC lease documents as of the date of this Disclosure Document
are attached as Exhibit 1-4.
5. Gaia Leasing ("Gaia") offers equipment financing of up to $250,000, for cardio and strength
fitness equipment, security equipment, tanning equipment, outdoor and indoor signage, computer
hardware and software, vending machines, furniture and fixtures. All financing is subject to
credit approval and quality of credit. The average financing provided is between $130,000 and
FDD 19

$150,000 per location. Gaia will typically offer financing terms ranging from 36 to 60 months,
with fixed monthly payments. They will typically require two payments to be made at the
beginning of the lease, but they may require an additional down payment at the beginning of the
lease term, depending on credit approval and quality of credit. Interest rates currently range from
10% to 12% per year. The amount of the monthly payment will depend on the amount financed
and the length and type of program term. At the end of the lease, you can purchase the equipment
for $1. Gaia also offers a "Preferred Performance Program" that provides for lower interest rates
for successful Anytime Fitness franchisees that have been in business for more than two years,
subject again to credit approval and credit quality. Gaia typically does not require you to pledge
any other assets to secure the lease, but you must provide a personal guaranty.
You have the right to prepay your obligations to Gaia at any time, but if you do prepay, you must
pay all amounts due, plus an early termination payment. You will be in default under Gaia's
lease documents if you fail to pay any amounts owed when due or you breach any of the
provisions of their lease agreement. If you commit a payment default, you must pay a late charge
of 1 112% per month or, ifless, the maximum charge allowed by law. If you default, Gaia may
retake possession of the equipment and terminate your lease. They also have the right to
accelerate the lease and require that you pay the remaining balance of the lease (discounted at 6%
per annum). You must also pay the cost of repossession and Gaia's reasonable attorneys' fees
and actual court costs. You waive all special, incidental or consequential damages against Gaia
(Lease Agreement - Sections 17 and 20), and the right to notice and a judicial hearing prior to
Gaia's repossession ofthe equipment in the event of default (Lease Agreement - Section 29). A
copy of the Gaia leasing documents is attached to this Franchise Disclosure Document as
Exhibit 1-5.
6. Life Fitness, a division of Brunswick Corporation, also offers financing to our franchisees. If you
do not otherwise qualifY for Life Fitness's standard financing, Life Fitness will consider offering
financing to you under a separate agreement we have with them. This financing is, however, still
subject to credit approval. Under this arrangement, they may offer lease financing for cardio and
strength fitness equipment (at least 90% of which must be Life Fitness or Hammer Strength
equipment). The average financing is between $100,000 and $125,000. Life Fitness offers
standard fixed payments, ranging from 36 months to 48 months. They typically require two
advance payments at the beginning of the lease term, but may require up to 30% down at the
beginning of the lease term, depending on credit approval and quality. You will own the
equipment at the end ofthe scheduled payments. Interest rates currently range from 15% to 20%
per annum, depending on the strength ofthe credit and credit availability. The amount of the
monthly payment will depend on the amount financed, the interest rate, and the length and type of
program term. Life Fitness typically will not require you to pledge any other assets to secure the
lease, but you must personally guarantee the lease. Life Fitness will also retain a security interest
in the equipment that is financed. We do not guarantee your obligations to Life Fitness, but we
do have an agreement with them under which Life Fitness has the right to assign your interest in
your lease to us in exchange for our payment of the obligations. In consideration for that
agreement, Life Fitness pays us a fee of 4% per year of your outstanding obligations.
FDD
You have the right to prepay your obligations to Life Fitness at any time, and if you do prepay,
you must pay all amounts due, discounted at the rate set forth in the finance documents (currently
3% per year). Defaults include your failure to make any payments when due, or if you breach
any of your other promises in the loan documents or in any other agreements you have with Life
Fitness. If you do not pay any amount when due, Life Fitness can charge you a late payment
charge equal to the lesser of 1.5% per month, or the maximum rate permitted by law. If you are
in default, Life Fitness can also terminate your lease and require you to pay the balance of the
20

lease payments, again discounted to present value, but they may also add late fees and their costs
of collection. If you do not pay the full amount, Life Fitness can require you to return the
collateral to them at a location they designate, or they can repossess the equipment. They will
then sell the collateral and you will be responsible for the deficiency, plus costs of repossession,
sale and applicable late fees, attorneys' fees and other fees of collection they incur. You waive
any right to a jury trial, and any rights or remedies granted by Article 2A or Article 9 of the
Uniform Commercial Code, including any obligation by Life Fitness to mitigate damages if you
default (Section 17 of Master Lease Agreement). You also waive your right to assert claims
against an assignee of Life Fitness (Section 13 Master Lease Agreement) and claims for
anticipatory profits or consequential damages (Section 14 of Master Lease Agreement). A
sample copy of Life Fitness's financing documents as ofthe date of this Franchise Disclosure
Document is attached as Exhibit 1-6.
In addition, our affiliate, Provision, may offer to finance all of the electronics for your center, including
cameras, security systems, and computers, based on credit approvals. Their typical package for an
Anytime Fitness center includes equipment having a cost of$20,500. Their typical package for an
Anytime Fitness Express center is for equipment having an initial cost of$14,000. The effective annual
interest rate you would pay on this financing is between 18% and 21 % per year; depending on the quality
of credit. Provision offers lease terms of 12 months, 24 months, and 36 months. Your monthly payment
will depend on whether or not you pay any down payment. The following chart shows the monthly
payments for a typical lease on which there is no down payment:
Anytime Fitness An vtime Fitness Express
Monthly Monthly Monthly Monthly
Lease Term Payment at Payment at Lease Term Payment at Payment at
18% 21% 18% 21%
12 $1,890 $1,908 12 $1,294 $1,304
24 $1,028 $1,053 24 $ 704 $ 719
36 $ 744 $ 772 36 $ 509 $ 527
At the end of the term of the lease, you have the right to purchase the equipment for $1.00. You have no
obligation to accept this financing. If you do accept the financing, you will have to personally guarantee
the lease, and because it is a lease, the equipment is essentially pledged to secure the rental payments.
You have the right to prepay the lease at any time by paying the remaining payments. If you default in
any payment, Provision has the right to accelerate the balance of the lease, and you will be responsible for
any court costs and attorneys' fees it incurs in collecting the lease payments. The lease contains waivers
of all defenses you may have, other than the defense that you did not receive the equipment, or that you
made all the payments. A default by you in your lease is also a default under your Franchise Agreement
with us. A copy of Provision's standard lease is attached to this Disclosure Document as Exhibit 1-7.
Except as noted in paragraph 5 above, we do not guarantee any note, lease or other obligation you incur.
We and Provision have the right to sell, assign or discount to a third party all or part of any amounts you
may owe to us or to Provision.
FDD 21

ITEM 11.
FRANCmSOR'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 business, we will:
1) Designate your territory (Franchise Agreement Section l.ClRider).
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) Loan you a copy of our operations manual that contains mandatory and suggested specifications,
standards and procedures. We may loan this to you by providing you a user number and
password to our website that will give you access to the manual. (Franchise Agreement -
Sections 8.D and 9.0). The manual contains 497 pages. A copy ofthe table of contents ofthe
manual is attached to this Disclosure Document as Exhibit B.
4) Provide you with a prototype floor plan, as well as a list of the equipment, displays, fixtures, and
furnishings for setting up or remodeling your business (Franchise Agreement - Section 9.A).
Although we provide you with this information, we do not conform our prototype plans to your
space, or obtain any required permits for you, or conform the premises to local ordinance or
building codes, and we do not construct, remodel or decorate your premises.
5) 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). You are expected to attend this training program at least 60 days before you open
your Anytime Fitness center.
The following represents a summary of our initial training program as of December 31, 2008:
TRAINING PROGRAM
Hours of On-
Hours of the-Job
Classroom Training
Subject (Note 1) Training (Note 2) Location
Member Retention 2 0 Our offices in
Minnesota
Corporate Sales 2 0 Our offices in
Minnesota
General Marketing 3 0 Our offices in
Minnesota
General Advertising 1 0 Our offices in
Fund Minnesota
Personal Training 1.75 0 Our offices in
Minnesota
Software Security 3 0 Our offices in
Minnesota
FDD 22

Hours of On-
Hours of the-Job
Classroom Training
Subject (Note 1) Training (Note 2) Location
Overview of Anytime 13 0 Our offices in
Fitness Program and Minnesota
Concept, Including
State of the Fitness
Industry, Design, Build
Out, Real Estate,
Financing, Business
Operations, Accounting
and Business Practices,
Branding, Fitness
Programming and Daily
Club Operations
9-Step Sales Process 5 0 Our offices in
Minnesota
Telephone Inquiries 1 0 Our offices in
Minnesota
Total 31.75 (Note 3) 0
(1) If you have more than 1 Franchise Agreement with us, we may, at our option, provide this training
one time for mUltiple agreements.
(2) While all of the initial training program will be classroom training, you will have an option to receive
additional training by working in one of our clubs for up to 2 days.
(3) At the end of the training program, a number of our vendors will be available to present information
to you concerning the products and services they offer.
We will use our Operations Manual, and Sales and Marketing Journal as the instructional materials for
this training. We offer this training approximately once a month. The people who provide this training
are as follows:
Name Subjects Taught Background
Cail Morrison Member Retention Mr. Morrison has a Bachelor of Science in
Kinesiology. He has 4 years of personal
training experience, and 6 years as a strength
and conditioning coach. He also consulted
with a health and wellness company for 4
years. He joined us as a franchise consultant
in September 2007.
FDD 23

Name Subjects Taught Background
Debra Griffith Personal Training Ms. Griffith has over 25 years experience in
the health and fitness industry. She has been
a personal trainer, and overseen personal
training in a multi-club company. She is also
the co-owner of an Anytime Fitness club in
Minnesota, and has been a franchise
consultant with us since September 2006.
Eric Keller State of the Current Fitness Mr. Keller has owned and managed fitness
Industry, Overview of the centers for more than 10 years. He joined our
Anytime Fitness Model, Design, staff in 2006 as a Support Specialist, then
Build Out, Real Estate, served as a Franchise Consultant Manager,
Financing, Business Operations, and now is our Vice President of Support.
Accounting and Business
Practices, and Daily Club
Operations
Elizabeth Crooker General Marketing, Presale Ms. Crooker has been our Director of Support
since March 2006, and a Preferred Vendor
Specialist with us since November 2006.
Before that, she spent 4 months managing a
health club in Minnetonka, Minnesota, and
nearly 7 years as Director of Membership and
Retention for a health club facility in White
Bear Lake, Minnesota.
Mark Daly National Ad Fund and Public Mr. Daly served for 18 years as an
Relations investigative reporter for KARE-TV in
Minneapolis, focusing primarily on health,
legal, supports and corporate issues. He
joined us in April 2007 as our National Media
Director and Director of Government
Relations.
Marty Flanagan Member Sales, including Mr. Flanagan has spent 12 years of his career
Referral Programs and Lead working in large and small markets in fitness
Tracking centers. He joined us in August 2005 as a
Sales and Support Specialist. Before that, he
was a manager of an exercise store for 3 years
in Coon Rapids, Minnesota.
Brad Taylor Franchise Tools and Operators Mr. Taylor has been in the fitness industry for
25 years, with a background beginning with
the YMCA as a Program Coordinator, and
then as President and owner of a personal
training business that specialized in sportspecific
training and corporate wellness
programs, operating 4 clubs, and facilitation
of off-site corporate sites. He joined us in
January 2008.
FDD 24

Name Subjects Taught Background
Beth Loechler Corporate Program Ms. Loechler joined us in January 2008.
She has 15 years of experience in
community health planning and
partnership development with both public
and private agencies.
Andrea Brown Member Sales Ms. Brown joined us in January 2008. Before
she joined us, Ms. Brown and her husband
managed 5 Anytime Fitness clubs for more
than 5 years.
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 the person that
will own a controlling interest in your Anytime Fitness center, then the person holding the controlling
interest must also attend and complete this training to our satisfaction before you open your Anytime
Fitness center. (If more than I person signs the Franchise Agreement as the Franchisee, and none of them
own a controlling interest, then at least 1 person who signed the Franchise Agreement as Franchisee must
complete this training.) You can send an additional person to the training, at no additional charge, if 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. The period of the training program
will be at our discretion, but generally will be for at least 3 days. You will be responsible for travel costs,
room and 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) Approve vendors, products and services and regularly inform you as to new approved vendors
and new preferred vendor contracts (Franchise Agreement - Section 9.C).
2) 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.C).
3) Establish and maintain an Internet website or Home Page for you, and provide a link from our
Home Page to your webpage (Franchise Agreement - Section 9.G).
4) Provide templates to you for your web page (Franchise Agreement - Section 9.G).
5) Arrange a mystery shopping service to shop your Anytime Fitness center during the first 90 days
you are open, and provide the results to you (Franchise Agreement - Section 9.H).
6) Maintain and administer the Anytime Fitness Advertising and Marketing Fund (Franchise
Agreement - Section 6.B).
Although we do not have any obligation to provide any other training or services to you, we do currently
hold a national conference, and we provide additional monthly training, either regionally or at our
principal offices. The monthly training typically includes 2 to 3 hours oftraining in two or more of the
following areas: marketing, telephone inquiries, qualifying leads and tours, and processing. When the
training is held in one of the regions, it will be held in a hotel in that region. We offer this training
approximately once a month. The same people who provide the initial training, and are responsible for
FDD 25

the initial training, will provide and be responsible for this training. We do not require you to attend this
training after the first year you operate your business. However, during the first 12 months following the
opening of your Anytime Fitness center, you must either attend our annual conference, or one of our
monthly sales training programs. If you do attend, you will not have to pay us any fees for attendance,
but you will be responsible for travel costs, room and board, and the salaries, fringe benefits, and other
expenses you and your employees incur in attending the training program. The materials we use for this
training are developed each time from a variety of sources.
Site Selection and Opening
We or one of our affiliates 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 and similar factors. An
Anytime Fitness center should have at least 2,500 square feet of space. An Anytime Fitness Express
center typically requires less than 2,500 square feet of space, and would typically be placed in towns
having a population of under 5,000.
We expect the typical length oftime between the signing of your Franchise Agreement and the opening of
your Anytime Fitness center to be between 90 and 180 days, unless you are converting an existing fitness
facility, in which case the time should be less than 60 days. Ifwe are unable to agree on a site within 90
days after you sign the Franchise Agreement, we have the right to terminate your Franchise Agreement.
Ifwe exercise this option during the first 120 days after you sign the Franchise Agreement, then you may
sign a termination agreement and release us from all further obligations, in which case we will refund
$5,000 of your initial franchise fee (unless the initial franchise fee was less than $10,000, in which case
we will retain $5,000 and refund any balance).
If you sign an Area Development Agreement, you must sign individual Franchise Agreements and begin
operating Anytime Fitness centers under each of those agreements within the time provided for in your
Development Schedule. If you fail to open a center on the date set forth in the Development Schedule,
we will have the right to terminate the Area Development Agreement, and you will be obligated to pay us
$10,000 for each undeveloped center as liquidated damages.
Advertising
You agree in your Franchise Agreement to contribute amounts to the Anytime Fitness Advertising and
Marketing Fund, an amount not to exceed the greater of (i) $150 per month, or (ii) 1 % of all the revenues
you generated in your business during the previous 12 months. Currently, the amount we require to
contribute is $150 per month. 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 also pay $150 per month to the fund.
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. 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 Anytime Fitness (and Anytime Fitness Express) name, including to
create advertising materials or public relations campaigns, or to implement advertising. We do most of
FDD 26

the production work in-house, but we work with a national agency. We do not currently use the fund to
actually implement any advertising, except to assist local advertising programs in making local media
purchases. It is our responsibility to determine how these monies are spent. We are not required to use
monies in this fund to benefit any individual market, or on a pro rata or other basis. During 2008, these
monies were spent for the following purposes:
Item Percentage of Total Expenditures
Internet Marketing 37%
IHRSA International Health, Racquet and 16%
Sports Club Association - Memberships
and Public Policy Advocacy
Print Marketing Materials Development 6%
National Spokesperson Campaign 3%
Promotional Event Tools - Trade Show 5%
Booths and Tents
Public Relations 5%
Gym Ticket 2%
Member Success Story Videos 2%
Public Policy Initiatives 2%
Travel and Meals 1%
Fall Advertising Campaign 7%
National Media and Corporate Partner 10%
Staff
Other Advertising 4%
We also have the right to establish approved local advertising programs in each market. Ifwe establish a
local advertising program in your market, we will require you to contribute to this program an amount
equal to the greater of $150 per month, or 1 % of the revenues generated by your Anytime Fitness center
in the last 12 months. We also will provide the assistance of our national agency to assist the local
advertising programs in making local television commercial purchases. As of the date of this Disclosure
Document, we have established local advertising programs in 15 states, and we plan to initiate the fund in
additional markets. We will account for each market's contributions separately, and spend the
contributions in the market from which they are contributed. We currently expect this fund to be used for
television, radio and print advertising, and initially would be at the local level. In 2008, 5% of these
funds were spent on production, and 95% on media placement.
For each of these funds, our intention is to solicit input on the development of the advertising from
franchisees who must contribute to the fund on the development of the advertising. However, this input
will be advisory only, and we will have the right to make all final decisions about how these monies are
spent. We have no obligation to conduct any advertising on your behalf.
For each fund we establish, we expect all franchisees in the market to contribute to the fund. Our
company-owned centers will contribute in the same manner. As we establish these funds, we will, upon
request, provide an annual financial report as to revenues and expenditures of the fund to all franchisees
contributing to the fund. Currently, these statements are not audited.
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
FDD 27

services to the fund. We will not spend any portion of any advertising fund for advertising principally
designed at solicitation of the sale of franchises, unless we contribute additional amounts to the fund to
cover the cost of that portion of the advertising.
You must conduct a grand opening advertising and promotional program for your center within 30 days
after you open your center. Also, you must, at your own expense, obtain (or contribute to the cost of
obtaining) a listing for your business in the principal "yellow pages" and other telephone directory
serving your area and each of these listings must be of the style, format and size we specify. You may
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 approval. We may also provide you with advertising
materials or offer them to you at an additional cost. You are ultimately responsible for insuring that your
advertising complies with all applicable laws before using them.
Computer Hardware and Software
You will need to purchase a computer to operate your business. We do not specify the computer you
purchase. You may purchase any computer as long as it meets our minimum requirements.
The system we recommend (which meets all our requirements) is available at a current cost of
approximately $1,800. You can lease that system from Provision (see Item 10). This particular computer
has a warranty of 12 months on parts and labor from the date of installation. However, we do not have
any obligation to upgrade or maintain the hardware you purchase or the software that comes with that
computer and we cannot predict the costs of upgrades or maintenance.
Much of the software you will use for your computer is standard software that you will order with your
computer. However, Provision will license to you the billing and payment software for your computer at
no initial cost so long as you obtain your computer from Provision. If you obtain your computer from
another source, then you must pay Provision a software license fee of $999 for this software (see Item 5).
(We own that software, but we license it to Provision, to re-license to our franchisees.) We have been
using this software (or prior versions) since our first Anytime Fitness center opened. The software is
proprietary to us and we have not approved any compatible equivalent software. (Provision's principal
address is 12181 Margo Avenue South, Hastings, Minnesota 55033, and its telephone number is 651-306-
0066.) Provision will also provide the continuing monthly support you need to operate this software.
You will pay Provision a fee, currently $89 a month, for this software support. Provision has advised us
that it intends to provide software updates 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.
We may require you to upgrade or update your hardware or software at any time during the franchise
term. 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 computer in a variety of ways. It will provide access control for your Anytime Fitness
center, track usage of the center, and allow members reciprocity between centers. You can also add a
point of sale program, but we do not require you to do so. You can also use your computer for e-mail,
internet access, and word processing support.
We will have access to the information in your computer, which we can access as we believe is necessary.
There are no limits on our right to access this information.
FDD 28

ITEM 12.
TERRITORY
When you sign a Franchise Agreement, you will receive the right to operate 1 Anytime Fitness center. If
the site for that 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 will
designate an area, and you may locate your Anytime Fitness Center at any place within that area, so long
as the site you select is not also within a territory of another Anytime Fitness center. Thus, until a site has
been identified, you will not have any exclusive rights in the area identified in the Franchise Agreement.
Once the location for your Anytime Fitness Center has been approved, we will give you a protected
territory. The limitations on us in that territory are described below. We may attach a map to your
Franchise Agreement that will identify the territory or we may simply describe an area surrounding your
location. The map or description may not be a specific radius from your center, because it will take into
account traffic patterns and natural boundaries. However, the territory will range from approximately
one-half mile from your center (in densely populated metropolitan areas) to as much as 5 miles (in small
towns). You may locate your Anytime Fitness center at any place within that territory, so long as the site
you select is not also within the territory of another Anytime Fitness center. Territories may overlap, but
we will not approve anyone opening an Anytime Fitness center, or relocating an Anytime Fitness center,
into a 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 3 miles in all directions, while another
person has an Anytime Fitness center in the center of City B, located 4 miles away from the site of the
first franchisee's Anytime Fitness center, and also with a territory of3 miles. While the territories
overlap, each franchisee's business is located outside the territory of the other franchisee, and it cannot be
relocated within the other franchisee's territory). We do not have the right to unilaterally change your
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 territory 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 in your territory. 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 territory, 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 do not restrict the customers you may serve, and you may solicit customers outside your territory,
including through channels of distribution such as the Internet, telemarketing or other direct marketing
sales. We and our affiliates also have the right to operate, and to grant franchises or licenses to others to
operate, fitness centers and other businesses offering similar services in your territory under trademarks
other than "Anytime Fitness®" or "Anytime Fitness Express®," but we do not have any plans to do so at
this time. In addition, we and our affiliates have the right to sell products and services (like apparel or
health-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.
FDD 29

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.
Our principal trademarks, Anytime Fitness®, and Anytime Fitness Express®, are registered on the
Principal Register of the United States Patent and Trademark Office. The Anytime Fitness® trademark
was registered on February 10,2004, Registration No. 2,814,114, and the Anytime Fitness Express®
trademark was registered on October 23, 2007, Registration No. 3,316,351.
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.
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. 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 reimburse you for your liability as long as you
properly use our 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 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®, TM, 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 materials that could materially affect your use of these materials. We are not required by any
agreement to protect or defend our copyrights.
FDD 30

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 mE 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 that person must sign a confidentiality agreement with you that
meets our requirements and that you provide to us before they attend training.
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 noncompete
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 FRANCmSEE MAY SELL
You may offer only those products and services 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.
ITEM 17.
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCmSE RELATIONSHIP
This table lists certain important provisions of the franchise and related agreements. Yon 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 5 years.
franchise term Agreement
FDD 31

Provision
b. Renewal or
extension of the
term
Section in Franchise or
Other Agreements
Sections 3.A and 4 and
Rider Area
Development Agreement
Section 2.B - Franchise
Agreement
Area Development
Agreement - None
c. Requirements Section 2.B - Franchise
for you to renew Agreement
or extend
Area Development
Agreement - None
d. Termination Section 15 - Franchise
by you Agreement
e. Termination
by us without
cause
FDD
Sections 4 and 5 - Area
Development Agreement
Section 7 - Franchise
Agreement
Area Development
Agreement - None
Summary
The term depends on the number of franchises to be
developed under the Area Development Agreement. It will
typically be between 1 and 4 years.
If you are in good standing, you can renew your franchise for
an additional 5 year period. You cannot renew the Area
Development Agreement.
Not applicable.
Give written notice; sign new franchise agreement (which
may contain materially different terms and conditions than
your original Franchise Agreement); update (or move) your
location to comply with then current standards; 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.
You do not have the right to renew or extend the Area
Development Agreement.
If we materially breach the Franchise 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.
You do not have the right to terminate the Area Development
Agreement.
If you and we are unable to agree on a site within 60 days
after you sign the Franchise Agreement, we have the right to
terminate this Franchise Agreement.
Not applicable.
32

Section in Franchise or
Provision Other Agreements Summary
f. Termination Section 14 Franchise If you are in default under the Franchise Agreement or any
by us with cause Agreement other agreement you have with us or with any of our
affiliates.
Section 5 - Area If you are in default under the Area Development
Development Agreement Agreement, or you or 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" Section 14.B - Franchise Most defaults are curable and you will have 30 days to cure.
defined-curable Agreement and Section 5
defaults - Area Development
Agreement
h. "Cause" Section 14.A - Franchise You are liquidated or dissolved; fail to operate the business
defined-non- Agreement for 7 consecutive days, abandon the business, lose the right
curable defaults 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
knowingly or intentionally maintain false books or records or
submit any false record, 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
Development Agreement. your development obligations set forth 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 Section 16 Franchise Stop operating the business, stop using our names and marks,
obligations on Agreement return information to us, and pay all amounts you owe us.
terminationlnonrenewal
Section 6 Area You lose all remaining rights to develop Anytime Fitness
Development Agreement centers. You also pay $10,000 for each undeveloped
franchise as liquidated damages (subject to state law).
FDD 33

Section in Franchise or
Provision Other Agreements Summary
j. Assignment Section 13.A Franchise No restriction on our right to assign.
of contract by us Agreement and
Section 7.A Area
Development Agreement
k. "Transfer" Section 13.B - Franchise Includes transfer of contract or business, or transfer of
by you-defined Agreement and majority control of the Franchise Agreement or ofthe
Section 7.B Area business.
Development Agreement
1. Our approval Sections 13.B - Franchise We have the right to approve all transfers, but will not
of transfer by you Agreement withhold our 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
Development Agreement a portion of your rights.
m. Conditions Sections 13.B - Franchise Transferee must meet our requirements and sign a new
for our approval Agreement franchise agreement on our then current form for the
of transfer 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.) You must also pay a transfer fee
and sign a release (subject to state law).
Section 7.B - Area You must transfer all of your rights and interests under all
Development Agreement Franchise Agreements for Anytime Fitness and Anytime
Fitness Express centers you operate in the Development
Territory, and, therefore, the assignment terms and
conditions of all your Franchise Agreements will apply.
n. Our right of Section 19 - Franchise We have the right to match any offer for your business.
first refusal to Agreement
acquire your
business
o. Our option to None None.
purchase your
business
p. Your death Section 13.B - Franchise Your heirs can assume your rights, but if they do, they must
or disability Agreement and meet the transfer requirements.
Section 7.B Area
Development Agreement
FDD 34

Provision
q. Noncompetition
covenants during
the term of the
franchise
r. Noncompetition
covenants after
the franchise is
terminated or
expires
s. Modification
of the agreement
t. Integration /
merger clause
u. Dispute
resolution by
arbitration or
mediation
FDD
Section in Franchise or
Other Agreements
Section 17.A Franchise
Agreement and Section 8
- Area Development
Agreement
Section 17.B - Franchise
Agreement and Section 8
Area Development
Agreement
Sections 8.D and 20.H­
Franchise Agreement
Summary
No involvement in any fitness center, wherever located.
However, before you open your first Anytime Fitness center,
you may be employed in another 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.
No involvement in any fitness center for 2 years in your
Protected Territory or within a 20 mile radius of any
Anytime Fitness center (except that the 20 mile restriction is
limited to 5 miles in cities having a population of more than
50,000). The only exception is that if you close your
Anytime Fitness center and do not own any other Anytime
Fitness centers, then you may work in another fitness club, as
long as you and members of 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.
No modifications without consent by all parties, but our
manuals are subject to change.
Section 8 - Area No modifications without consent of all parties.
Development Agreement
Section 20.E, H -
Franchise Agreement
Only the terms of the Franchise Agreement are binding
(subject to state law). Any other promises or representations
(other than representations in this Disclosure Document) may
not be enforceable.
Section 8 - Area Only the terms of the Area Development Agreement are
Development Agreement binding (subject to state law). Any other promises or
representations (other than representations in this Disclosure
Document) may not be enforceable.
Section 18 Franchise
Agreement and Section 8
- Area Development
Agreement
Except for certain disputes, all disputes must be mediated,
and if not settled by mediation, are then subject to
arbitration.
35

Section in Franchise or
Provision Other Agreements Snmmary
v. Choice of Section 18.E Franchise Arbitration will be in Minneapolis, Minnesota. Any
forum Agreement and Section 8 litigation must be brought in the United States District Court
Area Development for the District of Minnesota or the Ramsey County District
Agreement Court, Minnesota, except as provided in state specific
addendum.
w. Choice of Section 20.D and Subject to state law, Minnesota law generally applies.
law Section 8 - Area
Development Agreement
ITEM 18.
PUBLIC FIGURES
We have an agreement with Joe Mauer to endorse our franchise. (Mr. Mauer is a catcher with the
Minnesota Twins. He is a three time American League batting champion, and the 2009 American League
Most Valuable Player.) Mr. Mauer does not have any ownership of our company and is not involved in
the management or control of our company. He simply provides promotional services, and for those
services, he receives fees totaling $200,000 in 2010, and $225,000 in 2011.
We do not use any other 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.
We do not make any representations about a franchisee's future financial performance or the past
financial performance of company-owned or franchised outlets, except as disclosed below. 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 Jennifer Yiangou at 12181
Margo Avenue South, Hastings, Minnesota 55033, telephone: (800) 704-5004.
AVERAGE MEMBERSHIP NUMBERS
We had 836 clubs open for at least 12 months as of October 31,2009. The average number of members
at these clubs was 701. This is an increase from an average of 624 members that the clubs open for at
least 12 months had as of December 31,2007, and 677 members as of December 31,2008. 359 of the
836 clubs that were open for at least 12 months as of October 31,2009 (43%) had 701 or more members,
and 477 (57%) had less than 701 members.
FDD 36

STATEMENT OF ANNUAL PROJECTED REVENUES AND EARNINGS
The following are statements of projected annual revenues and earnings for a franchised Anytime
Fitness® center. We have set forth three projections, one based on a center having 400 memberships, one
based on 600 memberships and one based on 800 memberships. They are based on the 10 Anytime
Fitness centers that we or our affiliates operated for at least two-thirds of the last year (2008).
The assumptions we made in compiling these projections are set forth following the projections. Any
change in these assumptions would require material alterations to the projections.
400 600 800
Memberships Memberships Memberships
Revenues
Membership Fees1 ,2,4 $175,921 $263,881 $351,841
Tanning Revenues 1 ,2,4 1,400 2,100 2,800
Vending Revenues 3
1,200 1,800 2,400
Total Revenues $178,521 $267,781 $357,041
Operating Expenses
Rent 5
63,000 72,000 81,000
Equipment Lease 6
39,500 42,500 51,000
Royalties 5,028 5,028 5,028
Utilities 7
10,500 12,000 13,500
Insurance 4,200 4,200 4,200
Proximity Cards 8
1,600 2,400 3,200
Advertising Fund 9
3,600 3,600 3,600
Local Advertising lO
8,000 10,000 11,000
Vending Products 3
600 900 1,200
Maintenance 600 1,200 1,600
Software/Security 1,100 1,100 1,100
Printing 2,000 3,000 3,500
Miscellaneous 11 16,000 19,000 21,000
Total Operating Expenses $155,728 $176,928 $200,928
Income Before Salaries, Depreciation, $22,793 $90,853 $156,113
Interest, Taxes and Debt Expense
THESE PROJECTIONS OF SALES, INCOME, GROSS OR NET PROFITS ARE MERELY
ESTIMATES AND SHOULD NOT BE CONSTRUED AS THE ACTUAL OR PROBABLE SALES,
INCOME, GROSS OR NET PROFITS THAT WILL BE REALIZED BY ANY FRANCHISEE. WE
DO NOT REPRESENT THAT ANY FRANCHISEE CAN EXPECT TO ATTAIN SUCH SALES,
INCOME, GROSS OR NET PROFITS. THE FINANCIAL RESULTS FOR A NEW FRANCHISEE
ARE LIKELY TO DIFFER FROM THE RESULTS STATED IN THESE PROJECTIONS.
THESE FIGURES WERE PREPARED WITHOUT AN AUDIT. PROSPECTIVE FRANCHISEES OR
SELLERS OF FRANCHISES SHOULD BE ADVISED THAT NO CERTIFIED PUBLIC
FDD 37

ACCOUNTANT HAS AUDITED THESE FIGURES OR EXPRESSED HISIHER OPINION WITH
REGARD TO THE CONTENT OR FORM.
NOTES AND ASSUMPTIONS
1. In projecting membership revenues, we had to make certain assumptions regarding the
types of memberships you will sell in your center, and the prices you will charge for each type of
membership. We assumed that 80% of your memberships are individual memberships, and that 1/3 of
those memberships (15% of all memberships) have a tanning membership. We assumed your remaining
memberships are couple memberships, and that 1/3 of those memberships have tanning memberships.
These assumptions are consistent with our experience in our company-owned centers. It is up to you to
set your own prices for your memberships. However, our projections are based on the following prices,
which are consistent with what we charge in our centers: Individual memberships $35; individual
memberships with tanning membership $48; couple memberships $53; couple memberships with tanning
membership $83. Many of the clubs in our system also charge initiation fees, but we did not include this
revenue in the projection.
2. In determining revenues, we assumed you would have 9% bad debt for membership fees
and tanning services. This is actually higher than our experience. We also projected that you would pay
a monthly billing fee that averages 4.9% on your remaining membership and tanning revenues.
3. It is up to you to determine whether you offer vending machines in your center, the
products you place in those machines and the vending prices. The amounts we have projected for
vending revenue reflect the per membership revenues we receive from vending. We also do not tell you
the sources from which you can purchase vending products. We assumed you would purchase your
vending products from a warehouse seller such as Sam's Club, and that you pick up these items. If you
go to other sources, or have these products delivered, your expenses will likely be higher.
4. We rounded all revenues and expenses to the nearest $100 (except royalties).
5. Your rent can vary significantly depending on the size and location of your center. Our
projections assumed that the 400 membership center had 3,500 square feet, that the 600 membership
center had 4,000 square feet, and that the center with 800 memberships had 4,500 square feet. However,
there is not always a direct correlation between the size of the center and the number of memberships. In
all cases, we assumed that the gross rent you paid was $18 per square foot per year. If you have a larger
center, or you pay more for rent, your rent expense could increase significantly.
6. This amount assumes you enter into a 3 year lease purchase agreement for your
equipment, paying approximately 20% down, and financing the balance. In the case of a center with
3,500 square feet (the one on which the 400 membership projection is based), we assumed the balance
was $92,800. In the case of a center with 4,000 square feet (the one on which the 600 membership
projection is based), we assumed the balance was $100,000. In the case of a center with 4,500 square feet
(the one on which the 800 membership projection is based), we assumed the balance was $119,900.
(Larger centers will typically have more equipment. See Item 7 for additional information about the
range of initial investment for equipment and improvements.) Our projection assumes an interest rate of
12% per annum. We also assumed you are required to pay sales tax of6 5/8% on these lease payments.
These numbers will likely be different for each franchisee, as you may decide to make more of a down
payment (which would lower your payments), you may decide to finance your equipment over a longer
period oftime (which will also lower your payments), you may have to pay a higher interest rate (which
would increase your payments), and your sales tax may be higher or lower than 6 5/8%. In our companyowned
centers, we typically negotiate lower rates than we have projected.
FDD 38

7. This amount includes gas, electric, water, cable, Internet and telephone.
S. This amount assumes you signed up each of your members in the current year. In reality,
your cost for proximity cards will be less after the first year, because you will not have to issue new
proximity cards to each member each year.
9. This amount is based on our current requirement that you contribute $150 per month to
our national advertising fund.
10. We expect you to spend at least $6,000 per year for advertising. However, we
recommend you spend more, and our projection assumes you spend at least $S,OOO, and that your
spending increases as you have more members. This amount includes any amount we may require you to
contribute to a local marketing fund.
11. Miscellaneous includes janitorial services, legal and accounting fees, cell phone, supplies,
licenses, bank charges, and other similar items. Many of these costs can vary significantly depending on
the location of your center and the time you spend looking for the best possible cost on these items. The
projections are consistent with the experience of our company owned centers.
Additional Assumptions:
A. The projections assume you act as manager of your center and do not receive a separate
salary. They assume you do not hire any other employees to help you. Because our centers are designed
to operate 24 hours a day, without the necessity of having staff on premises, you should not need any
other employees. However, some states will require you have an employee on premises whenever your
center is open. If you are an absentee-owner, or you operate in a location that requires the center to be
staffed at all times, your expenses will increase significantly because you will have to pay salaries and
benefits to employees. In our company-owned centers, we do have to pay a manager, or a management
fee, to somebody to oversee the centers for us. Thus, we would have had additional expenses for wages
or management fees.
B. We did not provide any allowance for corporate or personal income taxes.
C. While we did include expenses for a lease/purchase of your equipment, we did not
include any other expenses for depreciation, amortization, interest, or the repayment of debt. We
anticipate every franchisee will fund its initial investment differently, and we therefore cannot project
how you would account for these items.
D. The projections are based on economic conditions that existed in February 2009, with no
consideration in any category for inflation related adjustments or further weaknesses in general economic
conditions.
E. The projections assume you follow our guidelines in terms of the products and services
you offer and the way you operate your business. If you do not, your results will likely vary dramatically
from the results we have projected.
Of the 10 centers we used in compiling these projections, 9 of them were open during all of200S.
9 of the 10 centers had over 400 members, 70fthe 10 had over 600 members, and 4 of the 10 had over
SOO members, as of the end of200S. It does, however, take several months to build your membership,
and you should not expect to achieve these levels during your first year. 9 of the 10 centers exceeded the
revenue and income projections in the first (400 members) column, 5 exceeded the revenue and income
projections in the second (600 members) column, and 4 exceeded the revenues and income projections in
FDD 39

the third (800 members) column. Because our franchisees are not required to give us this level of detail
as to their revenues and expenses, we cannot tell you how many of our franchisees exceeded the projected
revenues or projected profits. If you request, we will provide information to you to substantiate these
projections.
Written substantiation for the financial performance representations made in this Item 19 will be
made available to you upon reasonable request.
We do not recommend a particular accounting method or system to you. All of the centers we
used in compiling these projections used the accounting system we and our affiliates use in centers we
operate. That system is consistent with generally accepted accounting principles.
We provided substantially the same services to those centers as we will offer to you. All of these
centers offered substantially the same products and services as you are expected to offer.
We do not furnish or authorize our salespersons to furnish any oral or written information
concerning the actual, average or potential sales, costs, income or profits of an Anytime Fitness Express
business. Actual results will likely vary from one center to another, and we cannot estimate the results of
any particular center. If you receive any oral or written information concerning the actual, average or
potential sales, income or profits of an Anytime Fitness Express center from any of our representatives, or
from a person claiming to act on our behalf, you should immediately report that incident to us, as we have
not authorized that information. You should not rely on any oral or written estimate or projection of
sales, income or profits, or statement of actual, average, estimated or potential sales, income or profits of
an existing or future Anytime Fitness Express center, because reliance on that information would not be
reasonable in light of the fact that we have not authorized that information to be provided to you or to any
other prospective franchisee.
FDD
Outlet Type
Franchised
Company-
Owned
Total Outlets
ITEM 20.
OUTLETS AND FRANCmSEE INFORMATION
SYSTEMWIDE OUTLET SUMMARY
FOR YEARS 2006 TO 2008
Outlets at the Outlets at the
Year Start of the End of the
Year Year
2006 117 297
2007 297 582
2008 582 939
2006 8 11
2007 11 11
2008 11 7
2006 125 308
2007 308 593
2008 593 946
40
Net Change
+180
+285
+357
+3
+0
-4
+183
+285
+353

FDD
TRANSFER OF OUTLETS FROM FRANCmSEES TO NEW OWNERS
(OTHER THAN TO US) FOR YEARS 2006 TO 2008 (Note 1)
State Year Number of Transfers
2006 0
California 2007 0
2008 1
2006 0
Florida 2007 1
2008 0
2006 0
Georgia 2007 0
2008 3
2006 0
Idaho 2007 0
2008 0
2006 0
Illinois 2007 0
2008 5
2006 0
Indiana 2007 1
2008 0
2006 0
Iowa 2007 1
2008 5
2006 0
Kansas 2007 0
2008 2
2006 0
Louisiana 2007 1
2008 2
2006 0
Michigan 2007 0
2008 1
2006 1
Minnesota 2007 10
2008 9
2006 0
Mississippi 2007 1
2008 0
2006 0
Missouri 2007 1
2008 0
2006 0
Montana 2007 0
2008 2
2006 1
Nebraska 2007 2
2008 1
2006 0
Nevada 2007 0
2008 5
41

State Year Number of Transfers
2006 0
Ohio 2007 0
2008 1
2006 0
Oklahoma 2007 0
2008 1
2006 0
Oregon 2007 1
2008 1
2006 0
South Carolina 2007 2
2008 2
2006 0
South Dakota 2007 1
2008 1
2006 0
Tennessee 2007 1
2008 4
2006 0
Texas 2007 0
2008 5
2006 0
Utah 2007 0
2008 1
2006 1
Washington 2007 0
2008 4
2006 1
Wisconsin 2007 0
2008 5
2006 4
Totals 2007 23
2008 61
1 There were no transfers for any of these years in any state not listed.
STATUS OF FRANCHISED OUTLETS FOR YEARS 2006 TO 2008
Reacquired Ceased
Outlets by the Operations- Outlets at
at Start Outlets Non- Company (or Other End of the
State Year of Year Opened Terminations Renewals an Affiliate) Reason Year
2006 1 1 0 0 0 0 2
Alabama 2007 2 6 1 0 0 0 7
2008 7 7 0 0 0 0 14
2006 0 0 0 0 0 0 0
Alaska 2007 0 0 0 0 0 0 0
2008 0 1 0 0 0 0 1
2006 5 11 0 0 0 0 16
Arizona 2007 16 1 0 0 0 0 17
2008 17 2 0 0 0 1 18
2006 0 0 0 0 0 0 0
Arkansas 2007 0 3 0 0 0 0 3
2008 3 2 0 0 0 0 5
FDD 42

Reacquired Ceased
Outlets by the Operations- Outlets at
at Start Outlets Non- Company (or Other End ofthe
State Year of Year Opened Terminations Renewals an Affiliate) Reason Year
2006 6 5 0 0 0 0 11
California 2007 11 8 0 0 0 1 18
2008 18 18 0 I 0 0 35
2006 3 5 0 0 0 0 8
Colorado 2007 8 5 0 0 0 0 13
2008 13 8 2 0 0 0 19
2006 0 2 0 0 0 0 2
Connecticut 2007 2 0 0 0 0 0 2
2008 2 2 0 0 0 0 4
2006 0 0 0 0 0 0 0
Delaware 2007 0 1 0 0 0 0 I
2008 I I 0 0 0 0 2
District of 2006 0 0 0 0 0 0 0
Columbia 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
2006 1 4 0 0 0 0 5
Florida 2007 5 21 0 0 0 0 26
2008 26 30 0 0 0 1 55
2006 4 6 0 0 0 0 10
Georgia 2007 10 11 0 0 0 0 21
2008 21 17 0 0 0 0 38
2006 0 0 0 0 0 0 0
Hawaii 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
2006 1 3 0 0 0 0 4
Idaho 2007 4 5 0 0 0 0 9
2008 9 7 0 0 0 0 16
2006 3 3 0 0 0 0 6
Illinois 2007 6 9 0 0 0 0 15
2008 15 5 0 0 I 0 19
2006 2 6 0 0 0 0 8
Indiana 2007 8 10 0 0 0 0 18
2008 18 20 0 0 0 0 38
2006 2 14 0 0 0 0 16
Iowa 2007 16 17 0 0 0 0 33
2008 33 10 0 0 0 0 43
2006 3 1 0 0 0 0 4
Kansas 2007 4 3 0 0 0 0 7
2008 7 8 2 0 0 0 13
2006 1 1 0 0 0 0 2
Kentucky 2007 2 2 0 0 0 0 4
2008 4 2 0 0 0 0 6
2006 7 14 0 0 0 0 21
Louisiana 2007 21 10 0 0 0 0 31
2008 31 24 0 0 0 0 55
2006 0 0 0 0 0 0 0
Maine 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
2006 0 1 0 0 0 0 1
Maryland 2007 1 1 0 0 0 0 2
2008 2 4 0 0 0 0 6
2006 2 3 0 0 0 0 5
Massachusetts 2007 5 5 0 0 0 0 10
2008 10 6 2 0 0 0 14
2006 1 2 0 0 0 0 3
Michigan 2007 3 8 0 0 0 0 11
2008 11 19 0 0 0 0 30
FDD 43

Reacquired Ceased
Outlets by the Operations- Outlets at
at Start Outlets Non- Company (or Other End of the
State Year of Year Opened Terminations Renewals an Affiliate) Reason Year
2006 35 32 0 0 1 0 66
Minnesota 2007 66 25 0 0 0 1 90
2008 90 19 1 0 0 0 108
2006 1 3 0 0 0 0 4
Mississippi 2007 4 8 0 0 0 0 12
2008 12 7 0 0 0 0 19
2006 2 5 0 0 0 0 7
Missouri 2007 7 9 0 0 0 0 16
2008 16 6 0 0 0 0 22
2006 0 0 0 0 0 0 0
Montana 2007 0 2 0 0 0 0 2
2008 2 1 0 0 0 0 3
2006 6 3 0 0 0 0 9
Nebraska 2007 9 5 0 0 0 0 14
2008 14 4 0 0 0 0 18
2006 1 4 0 0 0 0 5
Nevada 2007 5 3 0 0 0 0 8
2008 8 12 0 0 0 0 20
New 2006 1 0 0 0 0 0 1
Hampshire 2007 1 0 0 0 0 0 1
2008 1 0 0 0 0 0 1
2006 1 1 0 0 0 0 2
New Jersey 2007 2 1 0 0 0 0 3
2008 3 4 1 0 0 0 6
2006 1 0 0 0 0 0 1
New Mexico 2007 1 3 0 0 0 0 4
2008 4 2 0 0 0 0 6
2006 0 1 0 0 0 0 1
New York 2007 1 0 0 0 0 0 1
2008 1 2 0 0 0 0 3
North 2006 2 1 0 0 0 0 3
Carolina 2007 3 1 1 0 0 0 3
2008 3 3 0 0 0 0 6
2006 2 3 0 0 0 0 5
North Dakota 2007 5 4 0 0 0 0 9
2008 9 1 0 0 0 0 10
2006 1 3 0 0 0 0 4
Ohio 2007 4 5 0 0 0 0 9
2008 9 12 0 0 0 0 21
2006 1 4 0 0 0 0 5
Oklahoma 2007 5 3 0 0 0 0 8
2008 8 4 0 0 0 0 12
2006 3 10 0 0 0 0 13
Oregon 2007 13 4 0 0 0 0 17
2008 17 7 1 0 0 0 23
2006 0 0 0 0 0 0 0
Pennsylvania 2007 0 1 0 0 0 0 1
2008 1 5 0 0 0 0 6
2006 0 0 0 0 0 0 0
Rhode Island 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
South 2006 3 3 0 0 0 0 6
Carolina 2007 6 8 1 0 0 0 13
2008 13 4 0 0 0 0 17
2006 1 1 0 0 0 0 2
South Dakota 2007 2 2 0 0 0 0 4
2008 4 3 0 0 0 0 7
FDD 44

Reacquired Ceased
Outlets by the Operations- Outlets at
at Start Outlets Non- Company (or Other End ofthe
State Year of Year Opened Terminations Renewals an Affiliate) Reason Year
2006 2 1 0 0 0 0 3
Tennessee 2007 3 2 0 0 0 0 5
2008 5 7 0 0 0 0 12
2006 7 6 2 0 0 1 10
Texas 2007 10 21 0 0 0 0 31
2008 31 27 2 0 0 1 55
2006 0 1 0 0 0 0 1
Utah 2007 1 6 0 0 0 0 7
2008 7 7 0 0 0 0 14
2006 0 0 0 0 0 0 0
Vermont 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
2006 0 3 0 0 0 0 3
Virginia 2007 3 11 0 0 0 0 14
2008 14 13 0 0 0 0 27
2006 3 5 0 0 0 0 8
Washington 2007 8 9 0 0 0 0 17
2008 17 15 1 0 0 0 31
2006 2 0 0 0 0 0 2
West Virginia 2007 2 2 0 0 0 0 4
2008 4 0 0 0 0 0 4
2006 0 11 0 0 0 0 11
Wisconsin 2007 11 27 0 0 0 0 38
2008 38 16 0 0 0 0 54
2006 1 0 0 0 0 0 1
Wyoming 2007 1 2 0 0 0 0 3
2008 3 0 0 0 0 0 3
2006 0 0 0 0 0 0 0
Puerto Rico 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
U.S. Virgin 2006 0 0 0 0 0 0 0
Islands 2007 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
Other U.S. 2006 0 0 0 0 0 0 0
Territories & 2007 0 0 0 0 0 0 0
Possessions 2008 0 0 0 0 0 0 0
2006 117 183 2 0 0 1 297
Totals 2007 297 290 3 0 0 2 582
2008 582 374 12 1 1 3 939
STATUS OF COMPANY OWNED OUTLETS FOR YEARS 2006 TO 2008
Outlets
Outlets at Reacquired Outlets Sold Outlets at
Start of the Outlets from Outlets to End of the
State Year Year Opened Franchisee Closed Franchisee Year
2006 0 0 0 0 0 0
Illinois 2007 0 0 0 0 0 0
2008 0 0 1 0 0 1
2006 1 0 0 0 0 1
Kansas 2007 1 0 0 0 0 1
2008 1 0 0 0 1 0
2006 4 1 1 0 0 6
Minnesota 2007 6 0 0 0 0 6
2008 6 0 0 0 6 0
FDD 45

Outlets
Outlets at Reacquired Outlets Sold Outlets at
Start of the Outlets from Outlets to End of the
State Year Year Opened Franchisee Closed Franchisee Year
North 2006 1 0 0 0 0 1
Dakota 2007 1 0 0 0 0 1
2008 1 0 0 0 0 1
2006 0 1 0 0 0 1
Wisconsin 2007 1 2 0 0 0 3
2008 3 2 0 0 0 5
2006 2 0 0 0 0 2
Wyoming 2007 2 0 0 0 2 0
2008 0 0 0 0 0 0
2006 8 2 I 0 0 II
Totals 2007 11 2 0 0 2 11
2008 11 2 1 0 7 7
PROJECTED OPENINGS AS OF DECEMBER 31, 2008
Franchise Agreements Signed Projected New Companyas
of December 31,2008, Projected New Franchised owned (or Affiliate-owned)
State But Outlet Not Opened Outlets in 2009 Outlets in 2009
Alabama 9 4-10 0
Alaska I 0-1 0
Arizona 8 6-9 0
Arkansas 3 1-4 0
California 16 12-17 2
Colorado 7 4-8 0
Connecticut 1 0-2 0
Delaware 1 0-2 0
District of Columbia 0 0-1 0
Florida 36 32-37 0
Georgia 17 14-18 0
Hawaii 0 0-1 0
Idaho 3 1-4 0
Illinois 8 6-9 1
Indiana 15 12-16 0
Iowa 10 7-11 0
Kansas 0 0-1 0
Kentucky 1 1-3 0
Louisiana 32 26-33 0
Maine 0 0-1 0
Maryland 9 6-10 0
Massachusetts 3 2-4 0
Michigan 6 4-7 0
Minnesota 20 15-21 0
Mississippi 7 4-8 0
Missouri 8 6-9 0
Montana 1 0-2 0
Nebraska 2 1-3 0
Nevada 5 3-6 0
New Hampshire 0 0-1 0
New Jersey 3 1-4 0
FDD 46

Franchise Agreements Signed Projected New Companyas
of December 31, 2008, Projected New Franchised owned (or Affiliate-owned)
State But Outlet Not Opened Outlets in 2009 Outlets in 2009
New Mexico 3 1-4 0
New York 4 2-5 0
North Carolina 9 7-10 0
North Dakota 3 0-1 1
Ohio 10 6-11 0
Oklahoma 1 0-2 0
Oregon 9 6-10 0
Pennsylvania 6 3-7 0
Rhode Island 1 0-1 0
South Carolina 8 6-9 0
South Dakota 1 0-3 0
Tennessee 4 1-4 0
Texas 44 34-42 0
Utah 4 2-5 0
Vermont 0 0-1 0
Virginia 9 6-10 0
Washington 13 8-14 0
West Virginia 1 0-1 0
Wisconsin 16 12-17 2
Wyoming 1 0-2 0
Puerto Rico 0 0-1 0
U.S. Virgin Islands 0 0-1 0
Other U.S. Territories or 0 0-1 0
Possessions
Totals 372 300-400* 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 300 to 400
new franchised centers in the fiscal year ending December 31, 2009.
The following is 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 ending
December 31, 2008, or who have not communicated with us within 10 weeks of our application date.
Name l
City and State Telephone Number
Blake Cantrell Huntsville, AL 256-527-8468
Jerry Monroe Madison, AL 256-656-6411
Gino Cardi Avondale, AZ 623-466-9532
J. Allison Enterprises, LLC Scottsdale, AZ 480-225-9680
Stephen Matthews Grass Valley, CA 530-263-7405
Joe & Tricia Houston Napa, CA 707-225-5563
David and Denice Sincock Rancho Cucamonga, CA 909-477-7004
Randip Manrao Redwood City, CA 650-743-8456
MarkTae Tracy, CA 510-289-4856
GASS Fitness, LLC Aurora, CO 303-621-4805
Tim Kennedy Aurora, CO 720-314-6583
FDD 47

Name l
City and State Telephone Number
Steven Wright Aurora, CO 303-641-2042
Lyle Sinicki & Joel Meisinger Frederick, CO 303-956-9887
Lori & Andy Murphy Greeley, CO 505-366-9667
J & J Fitness, LLC Gaylordsville, CT 203-648-7903
Andrew Pace Panama City Beach, FL 850-527-8651
Mindy & Frank Milton St. Augustine, FL 904-814-0758
Campbell's Fitness, LLC Canton, GA 678-923-5332
John Foster Cumming, GA 678-477 -2940
Adam Atkinson Dallas, GA 678-294-0851
Thomas Hill & Anna Thornhill Nicholson, GA 706-215-3995
TBJ Enterprises, Inc. Rockmart, GA 770-312-7960
Be Better Properties, Inc. Winder, GA 770-867-2736
Scott Hood Winder, GA 678-371-2564
Terry Smith Winder, GA 770-307-6408
Geopfert Fitness, LLC Cedar Falls, IA 515-238-0684
Zachary & Jodi Sitzmann Le Mars, IA 712-541-2909
Dennis Vogel Pella,IA 641-621-1401
Bob Ruby West Des Moines, IA 515-770-1233
Jerry Gregersen Blackfoot, ID 208-681-3524
Jessica Wangrocki Boise, ID 913-548-8686
Dan Briggs Post Falls, ID 208-964-5888
Louie Pavlidis & Jeff Holpuch East Dundee, IL 847-844-4992
Neil Smith & Alan Obergfel East Peoria, IL 337-292-6898
Thomas Noak & Richard Matthys Chesterton, IN 219-921-3980
Family Fitness, Inc. Evansville, IN 812-454-4588
First Place Holdings Andover, KS 214-336-4070
Kansas Fitness & Recreation, LLC Topeka, KS 785-554-8091
ASAP Fitness & Nutrition, LLC Wichita, KS 316-655-8065
Hommer,LLC Wichita, KS 316-650-1962
Jinnifer Discher Paducah, KY 270-559-1024
AMB Enterprises, LLC Baton Rouge, LA 225-247-7208
Rick Rabalais, Duane Cothern & Baton Rouge, LA 225-620-2231
Clay and Leesha Gleber Holden, LA 225-567-2073
Betty Sarver Lake Charles, LA 337-499-8712
Alice Cavalier Mandeville, LA 504-274-7001
Colin Reilly Mandeville, LA 985-807-5704
Susan Sellers Mandeville, LA 318-347-7611
Errol Victor Reserve, LA 985-233-9359
Cliff Vandiver Shreveport, LA 985-246-9749
Gregory Shawn Christian, Mark Springfield, LA 225-695-6850
Brad Bishop & Anthony Pavao Framingham, MA 774-644-9136
MBA Fitness, Inc. Marlborough, MA 508-380-2960
James Wellington & Richard Collins, St Clair Shores, MI 586-996-0129
FDD 48

Name l
City and State Telephone Number
Alison Murphy St Joseph, MI 269-208-2997
Don Cavazos Waterford, MI 248-618-7040
Stacy Lehn Anoka,MN 763-464-2084
Johnson Fitness Centers, LLC Big Lake, MN 320-492-7113
4B Fitness, LLC Bloomington, MN 952-221-8895
KC Consulting, Inc. Buffalo,MN 612-386-8476
Conroy Gyms & Fitness, LLC Farmington, MN 651-470-6761
Reed Recreation, Inc. Forest Lake, MN 612-860-1089
DeAnn & Lynn Woods Gaylord, MN 507-276-1057
TruForm Fitness, LLC Golden Valley, MN 651-470-3177
Steve Seifert Lake Crystal, MN 770-329-9630
Lonn Anderson Maple Grove, MN 612-298-4535
Calantha McMillan, George Sheets & Maplewood, MN 612-600-4276
Keith Thompson NewHope,MN 612-220-1773
Go Now Fitness, LLC Otsego, MN 763-300-6176
Alan J. Higgins Savage, MN 386-631-0340
Sioux Falls Fitness, LLC Warsaw,MN 605-376-4702
Fitness Ventures ofMN, Inc. Woodbury, MN 651-247-1695
Eric Keller Woodbury,MN 651-247-1695
Miranda Hills Zimmerman, MN 763-245-2430
Ken McGuffey & Troy Wagers StLouis, MO 314-644-1844
Danny Reinhart Diamondhead,MS 228-466-3032
Iron Tech, Inc. Helena, MT 406-431-5229
Merrill Fitness, LLC Doniphan, NE 402-984-2255
Charles Haddod & Jeff Cole Norfolk,NE 402-750-9611
Mark Fernald Stratham, NH 603-714-4943
Reserve Holdings, LLC Montclair, NJ 570-424-8074
Desert Fitness Holdings, LLC Las Vegas, NY 702-768-3800
Troy Hopkins Las Vegas, NY 702-340-3084
Stay Fit, LLC North Las Vegas, NY 702-308-6091
Damon Strickland Columbus, OH 614-439-8167
Image Athletic, LLC Oklahoma City, OK 405-426-9848
MLH Lifestyles, Inc. Milwaukie, OR 503-659-6662
Waymore Fitness, LLC Sherwood, OR 503-330-7481
Brian K. Drozda Allentown, PA 484-225-1669
Rabon Asset Management, LLC Columbia, SC 706-495-0675
Rabon Asset Management, LLC Elgin, SC 706-495-0675
SAGA,LLC Arlington, TX 817-881-5404
Matt Sandlin and Patrick Smith Austin, TX 512-924-9288
Melissa & Jeremy Harris Baytown, TX 281-573-4318
Rebecca & David Forrest Helotes, TX 210-833-1763
Hayward Huntsberry Houston, TX 832-790-3985
Surf Monkey, LLC Katy, TX 985-789-8380
FDD 49

Name l
City and State Telephone Number
Josh & Kelly Asheim Keller, TX 719-271-8731
Marth Lampley & Ron Milbourne McAllen, TX 956-458-1061
Kevin and Rachael Hunter Missouri City, TX 225-505-2907
Kevin Hunter Missouri City, TX 713-412-8107
Adler & Kenyatta Weber Pearland, TX 504-491-5405
Westhill Enterprises, LLC San Antonio, TX 210-269-9851
James Lewis Waxahachie, TX 214-477-8494
Weight Holdings Springville, UT 801-491-1068
Venepheth Phaysounlaphong & West Haven, UT 801-589-6549
Robert D Enterprise, Inc. Fredericksburg, V A 804-432-2480
Matt Ruttan Duvall, WA 206-419-7629
Todd & Kelly Elsethagen Kennewick, W A 509-627-1447
Fun With Fitness, LLC La Center, W A 960-369-6492
Brian Metz Vancouver, W A 360-635-3030
Andy Bauknecht Boulder Junction, WI 715-610-5028
Scott Schimmel & Jeff Klemish Chippewa Falls, WI 715-723-3800
Fit Too, LLC Eau Claire, WI 651-439-5544
Professional Fitness, LLC Eau Claire, WI 715-528-9993
Renols Konomi Madison, WI 815-623-8900
Premeir Fitness Centers, LLC Madison, WI 608-358-2612
Francisco Rodriguez & Maria Manitowac, WI 920-901-4848
Dave Calnin Plymouth, WI 920-464-0568
Tim Ritschard Sun Prairie, WI 608-318-1189
John Mathie Wauwatosa, WI 414-350-3196
I Only 11 of the people on this list actually closed a club. The other people who are listed are people who
sold their company or their club to a new buyer, and people who terminated because they were unable to
find a suitable site or obtain financing.
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, 2008, is attached to this Disclosure
Document as Exhibit C.
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. No independent franchisee association has asked to be included in
this Disclosure Document.
FDD 50

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 31,2006, December 31, 2007 and December 31, 2008.
ITEM 22.
CONTRACTS
A copy of the Franchise Agreement, Franchise Agreement Guaranty, and General Release is attached as
Exhibit E and a copy of the Area Development Agreement and Development Agreement Guaranty is
attached as Exhibit F. Exhibit H is an agreement you sign with our affiliate, FFI, if you want their
assistance in obtaining financing for your business. Exhibit I includes forms of financing documents for
financing our affiliate can help arrange. Exhibit J is an agreement you will sign with Provision regarding
the billing for our web fee, and the provision of security and software support.
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.
1237936,2
FDD 51

FDD
EXHIBIT A
LIST OF STATE AGENCIES!
AGENTS FOR SERVICE OF PROCESS
AND STATE SPECIFIC EFFECTIVE DATE (IF APPLICABLE)

California
Department of Corporations
320 West 4th Street, Suite 750
Los Angeles, CA 90013·2344
(866) 275·2677
1350 Front Street, Room 2034
San Diego, CA 92101-3697
71 Stevenson Street, Suite 2100
San Francisco, CA 94105-2980
1515 K Street
Suite 200
Sacramento, CA 95814-4052
EFFECTIVE DATE:
April 17, 2009, as amended
Connecticut
Connecticut Department of Banking
260 Constitution Plaza
Hartford, CT 06103-1800
(860) 240-8299
Florida
Department of Agriculture and
Consumer Services
Division of Consumer Services
407 South Calhoun Street
Tallahassee, FL 32399-0800
(904) 922-2770
Hawaii
Hawaii Commissioner of Securities
Department of Commerce and
Consumer Affairs
Business Registration Division
King Kalakaua Building
335 Merchant Street, Rm. 203
Honolulu, Hawaii 96813
(808) 548·2021
EFFECTIVE DATE:
April 21, 2009, as amended
December 25, 2009
Illinois
Office of Attorney General
Franchise Division
500 South Second Street
Springfield, IL 62706
(217) 782-4465
EFFECTIVE DATE:
March 26, 2009, as amended
December 15, 2009
FDD
LIST OF STATE AGENCIES
AND STATE SPECIFIC EFFECTIVE DATE (if applicable)
Indiana
Indiana Secretary of State
Securities Division
302 West Washington Street
Room E·l11
Indianapolis, IN 46204
(317) 232·6681
EFFECTIVE DATE:
March 31, 2009, as amended
December 14,2009
Maryland
Office of Attorney General
Maryland Division of Securities
200 St. Paul Place
Baltimore, MD 21202-2020
(410) 576-6360
EFFECTIVE DATE:
April 14, 2009, as amended
Michigan
Michigan Dept. of Attorney General
Consumer Protection Division
Antitrust and Franchise Unit
525 W. Ottawa
Lansing, MI 48909
(517) 373-7117
Minnesota
Minnesota Department of Commerce
Registration and Licensing
Division
85 7th Place East, Suite 500
St. Paul, MN 55101-2198
(651) 296-6328
EFFECTIVE DATE:
March 27,2009, as amended
December 16, 2009
Nebraska
Department of Banking and Finance
12300 Street, Suite 400
P.O. Box 95006
Lincoln, NE 68508
(402) 471-3445
New York
New York State Department of Law
Bureau of Investor Protection and
Securities
120 Broadway
New York, NY 10271
(212) 416-8211
EFFECTIVE DATE:
April 13, 2009, as amended
December 21,2009
A-I
North Dakota
North Dakota Securities Department
600 East Boulevard Avenue
State Capital - 5th Floor
Bismarck, ND 58505-0510
(701) 328·2910
EFFECTIVE DATE:
April 13, 2009, as amended
December 31, 2009
Oregon
Department of Insurance and Finance
Corporate Securities Section
Labor and Industries Building
Salem, OR 97310
(503) 378-4387
Rhode Island
Department of Business Regulation
Division of Securities
1511 Pontiac Avenue
John O. Pastore Complex - Building
69-1
Cranston, RI 02920
(401) 222-3048
EFFECTIVE DATE:
April 28, 2009, as amended
December 16, 2009
South Dakota
South Dakota Department of Revenue
& Regulation
Division of Securities
445 East Capitol Avenue
Pierre, SD 57501·3185
(605) 773-4013
EFFECTIVE DATE:
March 26, 2009, as amended
December 14,2009
Texas
Secretary of State
Statutory Document Section
P.O. Box 13563
Austin, TX 78711
(512) 475-1769
Utah
Department of Commerce
Division of Consumer Protection
160 East 300 South
P.O. Box 45804
Salt Lake City, Utah 84145-0804
(801) 530-6601

Virginia
State Corporation Commission
Division of Securities and
Retail Franchising
1300 E. Main Street, 9th Floor
Richmond, VA 23219
(804) 371·9672
EFFECTIVE DATE:
April 24, 2009, as amended
January 11,2010
Washington
Securities Administrator
Department ofFinancial Institutions
Securities Division
P.O. Box 9033
Olympia, WA 98507-9033
(360) 902·8760
EFFECTIVE DATE:
March 30, 2009, as amended
December 15, 2009
Wisconsin
Department of Financial Institutions
Division of Securities
345 W. Washington Ave., 4th Floor
Madison, WI 53703
(608) 261-9555
EFFECTIVE DATE:
March 25, 2009 , as amended
December 15,2009
A-2

California
California Corporations
Commissioner
California Dept. of Corporations
320 W. 4th Street, Suite 750
Los Angeles, California 90013
1-(866) 275-2677
Connecticut
Connecticut Banking Commissioner
260 Constitution Plaza
Hartford, CT 06103-1800
(860) 240-8299
Hawaii
Commissioner of Securities for the
State of Hawaii
Department of Commerce and
Consumer Affairs
Business Registration Division
King Kalakaua Building
335 Merchant Street, Rm. 203
Honolulu, Hawaii 96813
(808) 586-2744
Illinois
Illinois Attorney General
500 South Second Street
Springfield, Illinois 62706
(217) 782-1090
Indiana
Indiana Secretary of State
201 State House
200 West Washington Street
Indianapolis, Indiana 46204
(317) 232-6531
Maryland
Maryland Securities Commissioner
200 St. Paul Place
Baltimore, Maryland 21202-2020
(410) 576-6360
FDD
LIST OF AGENTS FOR SERVICE OF PROCESS
Michigan
Michigan Department of
Commerce,
Corporations and Securities Bureau
6546 Mercantile Way
Lansing, Michigan 48910
(517) 334-6212
Minnesota
Minnesota Commissioner of
Commerce
Department of Commerce
85 7th Place East, Suite 500
St. Paul, Minnesota 55101-2198
(651) 296-4026
New York
Secretary of State of the State of
New York
41 State Street
Albany, New York 12231
(518) 473-2492
North Dakota
North Dakota Securities
Commissioner
Securities Department
600 East Boulevard Avenue
State Capitol- 5th Floor
Bismarck, North Dakota 58505-
0510
(701) 328-2910
Oregon
Director of Oregon Department of
Insurance and Finance
350 Winter Street, NE, Room 21
Salem, Oregon 97310
(503) 378-4387
A-3
Rhode Island
Director of Rhode Island
Department of Business Regulation
233 Richmond Street, Suite 232
Providence, Rhode Island 02903-
4232
(401) 222-3048
South Dakota
Director of South Dakota Division
of Securities
445 East Capitol Avenue
Pierre, South Dakota 57501-3185
(605) 773-4823
Virginia
Clerk of the State Corporation
Commission
1300 East Main Street, 1st Floor
Richmond, Virginia 23219
(804) 371-9672
Washington
Securities Administrator
Washington State Department of
Financial Institutions
P.O. Box 9033
Olympia, Washington 98507-9033
(360) 902-8760
Wisconsin
Administrator, Division of
Securities
Department of Financial Institutions
345 W. Washington Ave., 4th Floor
Box 1768
Madison, Wisconsin 53703
(608) 261-9555

FDD
EXHIBITB
TABLE OF CONTENTS OF OPERATIONS MANUAL

Page
1
2
3
4-5
6
7-9
10 -13
14
15
16 -17
18
19 -20
21
22 -24
25-26
27
28-29
30-35
36
37-45
46-55
56 -57
58
59-62
63
64-65
66-67
68
69
70
71- 98
99 -103
104 -106
107 -110
111-113
114
115-116
117
118
119
120 -121
122 -127
128 -131
132 - 135
136
137 -140
141
142
143 -149
FDD
Topic
EXHmITB
TABLE OF CONTENTS OF OPERATIONS MANUAL
AS OF FEBRUARY 28, 2009
Using your Phase Program
Phase 1: 2-6 Months Before Opening/Congratulations! You're a New Franchisee
New Franchisee Training
Being an Entrepreneur
Forming a Business Entity
Items for Corporate Approval
Website and Email Setup
Order Equipment
Protocol for Visiting & Using Other AF Clubs
Understand Your Market
Know Your Competition
Defining Expectations Between FC and FZ
State Laws and Ordinances
Site Selection
Financing
Business Plan
Avoid Mistakes
You or Your Sales Manager
Pre-Designed Marketing Materials and Business Supplies
2008 Marketing Plan
2009 Marketing Plan
Multi-Purpose DVD
Exterior Signs
Interior Signs
Celebration Signs and More!
Anytime Fitness Logo Files
Phase 1 Recap
Phase 2: 8-12 Weeks Before OpeninglTraining, Construction, and Pre-Sale
Attend Training
Sign a Lease
Design and Build-Out Book
Club Layout
Insurance and Bonding
Security Requirements
Security Installation
Construction Begins
Install an AED (Automated External Defibrillator)
Order Equipment
Billing and Payment Processing
Telephone Setup
Pre-Sale Checklist
Three Agreements All Members Must Sign
Non-compete Agreement
Member Reciprocity
Sales Journal
Personal Trainers
IHRSA
Music Licensing
Press Releases
B-1

150 -151
152
153
153
154 -160
161 -170
171 -179
180-189
190 -193
194
195 -196
197 -198
199
200 - 206
207 -209
210-211
212
213
214 - 228
229
230
231 -232
233
234 -235
236 -244
245 - 254
255 - 256
257
258
259
260 - 261
262
263
264
265 -266
267
268 -274
275 -277
278 -280
281
282 - 285
286
287 - 288
289 - 290
291 - 293
294 - 295
296
297 - 298
299 - 320
321 - 327
328
329 - 330
331
332
FDD
Phase 2 Recap
Phase 3: 6-8 Weeks Before Opening/Hosting Your Pre-Sale
Benchmarks
Advertising Guidelines
Press Releases
Marketing Strategies
2008 Marketing Plan
2009 Marketing Plan
Telephone Inquiries
Membership Presentation
Pricing Guidelines and Suggestions
Length of Membership
Sales Journal
9-Step Sales Process
Lead Tracking
EFT Payments
NIHCA
Key Fobs and Membership Cards
Member Communication Letters
Final Week
Member-to-Member Safety
Phase 3 Recap
Phase 4: 1-6 Months After Opening/After Opening: Months 1 - 6
Successful Owner's Information
2008 Marketing Plan
2009 Marketing Plan
Grand Opening
Membership Presentation
Benchmarks
Underperforming?
Pricing Guidelines and Suggestions
Referrals
Community
9-Step Sales Process
Lead Boxes
Telephone Inquiries
Corporate Sales and Wellness Programs
Spreadsheets for Corporate Tracking
Lead Tracking
Advertising Guidelines
Club Cleanliness
Managing Bad Debt
Renewal Strategies
How to Handle Member Cancellations
Incident/Emergency Plan
Security Testing
Member Communication Letters
Communication Boards
Franchise Advisory Council
Mystery Shopping Program
Use Tax
Phase 4 Recap
Phase 5: 6-24 Months of Operation/Months 6 - 24
Expectations
B-2

333
334 - 335
336 - 337
338
339 - 353
354 - 355
356 - 358
359
360 - 361
362 - 363
364
365
366 - 369
370 -371
371 - 372
373 - 387
388
389
390
391
392 - 393
394 - 395
396 - 397
398
399 -401
402
403 -404
405
406 -407
408 -427
428 -429
430 -444
445-446
447 -465
466 -482
483 -484
485
486 -488
489 -491
492 -497
1237936.2
FDD
Successful Owner's Information
Maintaining Your Club
Anniversary Sales
Advertising Guidelines
Member Communication Letters
How to Handle Member Cancellations
Member Retention
Underperforming?
Maintaining Your Equipment
Security Testing
Phase 6: 25-60 Months of Operation/Months 25 - 60
Benchmarks
Shop Your Club
Maintaining Your Club
Maintaining Your Equipment
Member Communication Letters
Buying vs. Leasing
Renewing Your Franchise Agreement
Advertising Guidelines
Successful Owner's Information
Anniversary Sales
Security Testing
Exit Strategy
Operating Multiple Clubs
Assemble a Winning Team
Leadership Strategies
Effective Club Visits
Documents Library
Preferred Vendor List
Daily Documents
What If ...
Member Communication Letters
Anytime Fitness Logo Files
Community Information Guide
Anytime Fitness Media Kit
Membership Transfer Form
General Advertisement Funds
How the GAF Supports Franchisees
2007 Ad Fund Expenditure Breakdown
Anytime Fitness 2008 Status Report
B-3

FDD
EXHIBITC
LIST OF FRANCmSEES AS OF 12/31108

Name Address Telellhone
Alaska
Werner Enterprises, Inc. 907451-1516
Nate Werner
Alabama
Fitness Ventures, LLC
Steve May
Steve May
Fitness Ventures, LLC
Fitness Ventures, LLC
Graham Fitness, LLC
Breland Booth &
Michael Favor
LA Ventures, Inc.
FRG,LLC
913 5th Ave #1
Projected to Open
907322-7170
Fairbanks, AK 99701 Wasilla, AK
13 6 Market Center Dr
Alabaster, AL 35007-8610
205-663-9100
18709 Mooresville Rd
Projected to Open
931-632-0207
Athens, AL 35613 Athens, AL
18709 Mooresville Rd
Projected to Open
931-632-0207
Athens, AL 35613 Madison,AL
2703 Lakeland Trail
Projected to Open
205-936-6283
Birmingham, AL 35243 Gardendale, AL
2703 Lakeland Trail
Projected to Open
205-936-6283
Birmingham, AL 35243 TBD,AL
4510 Overton Road
Birmingham, AL 35210
16054 Highway 280, Suite 700,
Chelsea, AL 35043
205-957-2525
205.678.8820
717 Barfield Rd
Projected to Open
504-273-5684
Cowarts, AL 70121 Enterprise, AL
2020 US-98, Suite C
AL 36526-4838
Fitness Partners of 1601 Darby Drive
Alabama II, LLC Florence, AL 35630
251-626-5018
256-764-0100
Timothy & Sarah
10570 Potter Tract Rd Projected to Open
Enfinger & Gerard & 251-639-3556
Grand Bay, AL 36541 Mobile, AL
Patricia Broussard
FRG,LLC
FRG,LLC
Lana & Josh White
Dahm Enterprises, Inc.
Dahm Enterprises, Inc.
Dahm Enterprises, Inc.
1545 Gulf Shores Parkway
Projected to Open
251-626-5018
Gulf Shores, AL 36542 Fairhope, AL
1545 Gulf Shores Parkway
Projected to Open
251-626-5018
Gulf AL 36542 AL
327 Old 431, Suite C
AL 35763
1874 Slaughter Road, Suite G
Madison, AL 35758
256-585-2386
256-325-0016
1874 Slaughter Road, Suite G,
Projected to Open
256-325-0016
Madison, AL 35758 Huntsville, AL
1874 Slaughter Road, Suite G,
Projected to Open
256-325-0016
Madison, AL 35758 Madison, AL
Breland Booth & 4955 McAdory School Road
Michael Favor AL 35111
Dwight & Carla Arpin, 171 East 1-65 Service Road
Don & Kathy Hemperley Mobile, AL 36606
Gulf Coast Fitness, LLC
9120 Airport Blvd. Suite F
AL 36608
205.428.9115
251-479-0999
251-639-3556

Name
Scott & Shelby Mitteer
Shane Montreuil
Shane Montreuil
Andrew Varvoutis &
Shane Montreuil
Fitness Partners of
Alabama LLC
Fitness Partners of
Alabama LLC
Dahm Enterprises, Inc.
LEANFIRE FITNESS 1,
LLC
Andrew Pace
Jim Slack
Twenty Four Seven
LLC
Fitness Partners
Incoporated
Fitness Partners
Incoporated
Fitness Partners Inc.
Arkansas
Inspired Health, LLC
Inspired Health, LLC
Inspired Health, LLC
Inspired Health, LLC
Inspired Health, LLC
Inspired Health, LLC
Inspired Health, LLC
Paul Vandiver, John
Reilly & Colin Reilly
John Rabalais
Address
412 Glenwood Street
AL 36606
8761 Polo Ridge
AL 36117
8761 Polo Ridge
Montgomery, AL 36117
8880 Minnie Brown Road
AL 36117
1504 Woodward Ave
Muscle AL 35661
15041 Highway 43
AL 35653
1513 South Broad St.
AL 35768
3385 Schillinger Rd N
Semmes, AL 36575
539 Wahoo Road
Panama City Beach, FL 32411
545 MACLAY RD
FL 32312
400 Independent Drive
LA 70471
PO Box 1132
Tupelo, MS 38801-1132
PO Box 1132
Tupelo, MS 38801-1132
PO Box 1132
Tupelo, MS 38801-1132
6315 Wedington Drive, Unit 2,
Fayetteville, AR 72704
2456 Covington Park
AR 72703
2456 Covington Park
AR 72703
2456 Covington Park
Fayetteville, AR 72703
2456 Covington Park
Fayetteville, AR 72703
2456 Covington Park
Fayetteville, AR 72703
140 John Harden Drive
AR 72076
203 Military Road
Marion, AR 72364
1705 Paragould Plaza
AR 72450
Telephone
251-401-2559
334-558-1546
334-558-1546
334-239-7396
888-572-2847
256-331-0444
256-575-8450
850-527-8651
850-544-1073
985-264-7785
888-572-2847
888-572-2847
888-572-2847
479.935.4600
504.710.0578
504.710.0578
504.710.0578
504.710.0578
504.710.0578
501-241-0802
870-739-1266
870-236-1551
Projected to Open
AL
Projected to Open
AL
Projected to Open
Prattville, AL
Projected to Open
Semmes,AL
Projected to Open
Dothan, AL
Projected to Open
AL
Projected to Open
AL
Projected to Open
Anniston, AL
Projected to Open
Cullman, AL
Projected to Open
Decatur, AL
Projected to Open
AR
Projected to Open
Fort AR
Projected to Open
Jonesboro, AR
Projected to Open
Little Rock, AR
Projected to Open
Little Rock, AR

Name Address Telephone
Colin & John Reilly
417 South Main Street
AR 72143
501-268-2300
Projected to Open
AR
ArkLaTex Fitness, LLC
2229 Trinity Boulevard
AR 71854
870-772-4348
Lakeview Fitness, LLC
62 Holly Drive
LA 70053
504-214-6647
to Open
AR
Lakeview Fitness, LLC
62 Holly Drive
LA 70053
504-872-9351
Projected to Open
Hot AR
Colin Reilly
107 Madewood Drive
LA 70471
985-807-5704
Projected to Open
AR
Fitness Enterprises, Inc.
102 E. Bend PI.
LA 71203
318-387-7233
Projected to Open
EI AR
Nie1co Fitness, Inc.
160 Turtledove Drive
LA 71203
318-376-2397
Projected to Open
AR
Billy & Kim Nielsen
160 Turtledove Drive
LA 71203
318-376-2397
Projected to Open
AR
Arizona
Kevin Redus
4815 E Carefree Hwy
Cave Creek, AZ 85331-4716
580 N. Camino Mercado
602-999-0264
Proj ected to Open
Scottsdale, AZ
GymDay Corp. Suite 25 1-888-760-0777
Casa
1025 E. Ray
AZ 85222
GymDay Corp. Suite 105 1-888-760-0777
AZ 85225
GymDay Corp. Suite 1 1-888-760-0777
Chandler, AZ 85249
3990 South Alma School Rd.
GymDay Corp. Suite 1 1-888-760-0777
Chandler, AZ 85248
2235 South Hwy 89
Jonathan Shearer Sutie B-2 928.636.8348
Chino AZ 86323
13915 N Dysart Rd.
GymDay Corp. Suite A4 1-888-760-0777
EI AZ 85335
2500 S. Woodlands Village Dr.,
GymDay Corp. Suite 21 1-888-760-0777
Flagstaff, AZ 86001
J. Allison Enterprises, 16650 E Palisades Blvd # 1 09
LLC Fountain AZ 85268
GymDay Corp.
4720 East Queen Creek Road
Suite AZ 85297
(480) 837-5151
1-888-760-0777
20924 N John Wayne Pkwy
Brian Mullins Suite D 520-568-5226
AZ 85239
GymDay Corp.
2721 S. Ellsworth Rd.
Suite AZ 85212
888-760-0777

Name Address Telephone
GymDay Corp.
9233 E. Nevelle Ave #1134
AZ 85212
1-888-760-0777
Projected to Open
AZ
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
GymDay Corp.
9233 E. Nevelle Ave #1134
Projected to Open
1-888-760-0777
AZ 85212 Bullhead AZ
9233 E. Nevelle Ave #1134
Projected to Open
1-888-760-0777
AZ 85212 AZ
9233 E. Nevelle Ave #1134
AZ 85212
1-888-760-0777
Projected to Open
AZ
9233 E. Nevelle Ave #1134
AZ 85212
1-888-760-0777
Projected to Open
AZ
9233 E. Nevelle Ave #1134
Projected to Open
1-888-760-0777
AZ 85212 AZ
9233 E. Nevelle Ave # 1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 Phoenix, AZ
9233 E. Nevelle Ave #1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 Safford, AZ
9233 E. Nevelle Ave #1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 Sahuarita, AZ
9233 E. Nevelle Ave # 1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 TBD,AZ
9233 E. Nevelle Ave # 1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 Tempe,AZ
9233 E. Nevelle Ave #1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 Tucson,AZ
9233 E. Nevelle Ave # 1134
Projected to Open
1-888-760-0777
Mesa, AZ 85212 Yuma,AZ
11911 N. 1st Avenue, Ste 101
Oro Valley, AZ 85737
20799 N. 83rd Ave.
Suite 2, Peoria, AZ 85382
1-888-760-0777
1-888-760-0777
1420 E. Chandler Blvd.
GymDay Corp. Suite 104 1-888-760-0777
Phoenix, AZ 85048
34406 N. 27th Drive
GymDay Corp. Suite 192 1-888-760-0777
Phoenix, AZ 85085
Jonathan Shearer
6715 East Second Street
Suite A
Prescott Valley, AZ 86314
928-443-5701
Jonathan Shearer
7171 Goodnight Lane
AZ 86314
928-772-5210
Projected to Open
Prescott AZ
287 E. Hunt Hwy
GymDay Corp. Suite 101 1-888-760-0777
AZ 85243
8235 N. Silverbell Rd.
GymDay Corp. Suite 175 1-888-760-0777
Tucson, AZ 85743
Simari, LLC
5340 Union Way
Projected to Open
720-333-2000
Arvada, CO 80002-1914 Payson,AZ

Name Address Telephone
Simari, LLC
5340 Union Way
CO 80002-1914
720-333-2000
Projected to Open
AZ
Roberts Land Company,
Inc.
SW
218-766-8193
Sierra
to
AZ
Mike Knoll
3805 Ricebird Way
North Las NV 89084
(702) 696-1666
Projected to Open
AZ
California
Milt & Angie Folas
Aaron Miller
883D Island Drive
CA94502
13692 Apple Valley Rd #130
Apple Valley, CA 92308-6174
510-864-2030
760-240-9933
200 China Grade Loop
Terry Delamater Suite A 661-392-7193
CA 93308
Family Fitness of Royal, 5437 Adolphus Ave
Projected to Open
661-205-9859
LLC Bakersfield, CA 93308 TBD,CA
Family Fitness of Royal, 3001 F St
LLC CA 93301
SJGS Enterprizes
Aaron Miller
Aaron Miller
Aaron Miller
4004 Panama Ln
CA 93313-3563
1251 E Main St, #4,5
CA 92311-2408
36896 Harford Ave.
CA 92311
661-328-0311
661-836-1500
760-256-8141
760- 267-2229
36896 Harford Ave.
Projected to Open
760267-2229
CA 92311 CA
7750 Brentwood Blvd.
MarkTae Suite E 925-513-7001
CA 94513
Fitness Edge, a CA
Company
Sante Wellness, Corp.
EMRGroupof
California, LLC
68100 Ramone Rd
Unit B14 760-318-4200
Cathedral City, CA 92234
14682 Central ave
Projected to Open
714-404-9765
Chino, Ca 91710 CA
2593 Chino Hills Pkwy
Suites B & C 909-393-8100
Chino Hills, CA 91709
PDQ Fitness & Sports, 721 North Fox Run Place
Projected to Open
619- 666-4490
LLC Chula Vista, CA 91914 EI Cajon, CA
TPS Fitness, Inc.
380 Berkley Cir
Projected to Open
951-270-0910
Corona, CA 92879 San Clemente, CA
2600 Plaza Court
Inspire Fitness LLC Suite D 707-693-9500
Dixon, CA 95620
Steven Spiegel &
Melissa Allen
2471 Elk Grove Blvd.
#100 916-691-6100

Name Address Telephone
Full of Life Fitness, LLC
17849 Margate Street
CA 91316
949-400-1949
Projected to Open
Sherman CA
GL Fitness, Inc.
J & L Fitness, Inc.
7733 Bahama Court
Projected to Open
916-965-6060
Fair Oaks, CA 95628 Fair Oaks, CA
18122 Sycamore St.
Projected to Open
760-981-4085
Hesperia, CA 92345 Hesperia, CA
Marco Berroya
5101 Tortuga Dr, Apt 202
Huntington Beach, CA 92649-
5123
773-858-4178
Coachella Valley Kiva
Incorporated
44100 Jefferson Street
Suites E503-E504
CA 92201
760-772-9772
First Magnitude, Inc.
820 W Lancaster Blvd
CA 93534
661-942-9888
Debra Casados & Jordan
Boreman
900 Bluebell Drive
CA 94551
925-443-1400
12275 Martell Road
Ryan Chambers Suite 1 209-223-3636
Martell, CA 95654
Thomas Mendes
J & L Fitness, Inc.
Projected to Open
Cypress, CA
3945B Dale Rd.
Modesto, CA 95356
209-652-7382
Projected to Open
Oakdale, CA
13312 Ranchero Road
Oak Hills, CA 92344
760-981-4085
Ron Smith
6626 Clark Rd.
Suite M
CA 95969
530-872-5090
Ron Texeira & Mary 3105 Penryn Rd
CA 95663-9684
916-660-0700
Debra Casados & Jordan
Boreman
3476 Ashton Ct.
Pleasanton, CA 94588
925-918-1062
Projected to Open
South Pleasanton, CA
Debra Casados & Jordan
Boreman
11533 Dublin Canyon Rd
CA 94588
925-924-0333
Jim & Janet Bannowsky
8023 Archibald Avenue
Rancho CA 91737
866-992-3348
Johnny Torgeson
634 S China Lake Blvd
Suite E
CA 93555
760-375-5555
Projected to Open
Ridgecrest, CA
Johnny Torgeson
901 North Heritage Suite 106
CA 93555
760.446.2300
Jim Hall
4421 Gateway Park Blvd
CA 95834
916-575-9999
6350 Folsom Blvd
Jeff Kester Suite 160 916-452-5555
Sacramento, CA 95819
Reid Tileston, Trevor
Tileston & Zac Carman
2602 Marconi Ave
Suite A 916-485-9600
Sacramento, CA 95821

Name Address Telephone
C. Pollinger Fitness, Inc.
100 N Rancho Santa Fe Rd
San CA 92078
760-598-8111
Debra Casados & Jordan
Boreman
Good Vibe Industries
9140 Alcosta Blvd
Suite B 925-556-6700
San Ramon, CA 94583
Projected to Open
San Ramon, CA
5891 Mountain Hawk Way
Projected to Open
707538-4888
95409-4358 Santa CA
2350 Santa Rosa Ave
J D S Fitness, Inc. Suite C 707-542-6500
Santa CA 95407
Jeffrey Ando
3865 Sunset rd
Projected to Open
805-637-0260
Santa Barbara, CA 93103 Carpinteria, CA
2365 Seal Beach Blvd
Dana Neucere Suites 104 & 105 562-598-2100
Seal Beach, CA 90740
Nahal Barkohania & 19235 Ventura Blvd
Brad Berkowitz Tarzana, CA 91356
Family Fitness of Royal,
LLC
Clear Lake Fitness, LLC
Moore Fitness, LLC
Erick & Catherine Greig
Jeremiah Ibrahim &
Issac Ibrahim
Aaron Miller
SJGS Enterprizes
SJGS Enterprizes
Call Capital, Inc.
818-300-0348
410 W J Street
UnitB 661-823-1546
Tehachapi, CA 93561
175 S Orchard Ave
Ukiah, CA 95482
787 Orange Drive
Vacaville, CA 95687
707-468-9999
707-446-9200
14408 Via Puente
Victorville, CA 92392
15095 Amargosa Rd
760-955-1051
Projected to Open
TBD,CA
Suite 210
Victorville, CA 92394
760-843-7773
12044 Dunia Rd Ste H,
Victorville, CA 92392
2445 Suit A Hwy 46
Wasco, CA 93280
760-947-8900
661-758-1500
921 Hollytree Lane
Projected to Open
661-747-3489
Wasco, CA 93280 Tulare, CA
8465 Old Redwood Hwy #626,
Windsor, CA 95492
707-535-6444
Profit, LLC
5240 Premiere Hills Circle
Woodland Hills, CA 91364
805814-6333
Projected to Open
TBD,CA
Dana N eucere
10432 Jefferson Highway
UnitH
Baton Rouge, LA 70809
714-308-1139
Projected to Open
Huntington Beach, CA
Dana Neucere
10432 Jefferson Highway
UnitH
Baton Rouge, LA 70809
714-308-1139
John Fink
Projected to Open
Long Beach, CA
7271 Windstar Dr
Projected to Open
209-892-4348
Reno, NV 89523-2070 Patterson, CA

Name Address Telephone
Colorado
5340 Union Way to
Simari, LLC 970-242-7200
CO 80002-1914 Grand CO
Louis Papedo
Louie & Lucy McKee
Louie & Lucy McKee
Stephanie Ryan, Guy
Coffey and Jennifer
RSS Fitness, LLC
5001 SParker Rd Suite # 102
Aurora, CO 80015
303-680-8035
PO Box 7574
Projected to Open
303-257-7454
CO 80306-7574 CO
PO Box 7574
Projected to Open
303-257-7454
CO 80306-7574 CO
304 N 16th St
Canon City, CO 81212
8227 S. Holly Street
CO 80122
719.275.5682
303-220-0205
420 E 120th Ave
Paul Duchsherer Suite #Bll 303-450-6200
Denver, CO 80233
M.C. Enterprises, LLC
M.C. Enterprises, LLC
M.C. Enterprises, LLC
The Neer Future, LLC
The Neer Future, LLC
The Neer Future, LLC
T & D Fitness, Inc.
2235 S. Sherman St.
Projected to Open
303-525-0466
Denver, CO 80210 Arvada, CO
2235 S. Sherman St.
Projected to Open
720-226-8381
Denver, CO 80210 Denver, CO
2235 S. Sherman St.
Projected to Open
720-226-8381
Denver, CO 80210 Denver, CO
125 Mercado Street
Durango, CO 81301
970-259-3007
125 Mercado Street
Projected to Open
970.729.1619
Durango, CO 81301 Cortez, CO
125 Mercado Street
Projected to Open
970.729.1619
Durango, CO 81301 Pagosa Springs, CO
3160 Villa Vista Drive
Erie, CO 80516
720.379.8893
200 West Foothills Pkwy
Fitness 247, LLC Suite B 970-223-2248
Fort Collins, CO 80525
6436 S. Hwy 85/87
J & J Enterprise, LLC Suites F 719-392-4430
Fountain, CO 80817
Tom Maguire
Louie & Lucy McKee
B & R Enterprises, LLC
ZFITLLC
6133 Dunraven Road
Projected to Open
303-947-8877
Golden, CO 80403 TBD,CO
393 North Washington Ave.,
Suite B, Golden, CO 80403
4731 10th Street
Suite G, Greeley, CO 80634
325 Waneka Pkwy.
Lafayette, CO 80026
720-746-1000
970-352-3640
720-890-7437

Name Address Tele;ehone
Mountain Laurel
Enterprises, LLC
l3655 West Jewel Ave.
Suite 201 B
CO 80228
303·986·1900
7580 South Pierce Street
Anytime 677, LLC Units 6 & 7 303·948·1911
Littleton, CO 80128
BFIT Investments, LLC
701 Delaware Avenue
CO 80501
324 West 37th Street
303-776·2633
Frontline Fitness, Inc. Units 320,324,
CO 80538
970.203.0800
Stephanie Ryan, Guy
Coffey and Jennifer
Bailey
1544 Oxbow Drive, Ste. 270
Montrose, CO 81401
970-249·5557
Venture Enterprises,
LLC
1737 Lake Woodmoor Drive
CO 80132
719-487-1979
Paul Duchsherer
11310 Melody Drive 3-206
Northglenn, CO 80234
303-450-6200
Projected to Open
Broomfield, CO
Paul Duchsherer
11310 Melody Drive 3-206
Northglenn, CO 80234
303-450-6200
Projected to Open
Thornton, CO
Venture Enterprises,
LLC
141 S Purcell Blvd
CO 81007
719.547.2562
Windsor 247, Inc.
1159 W Main St
Windsor, CO 80550
970.674.3304
Stephanie Ryan, Guy
Coffey and Jennifer
Bailey
7286 Military Road
Woodbury, MN 55129
303-838-1130
Projected to Open
Conifer, CO
Stephanie Ryan, Guy
Coffey and Jennifer
Bailey
7286 Military Road
Woodbury, MN 55129
651-773-5851
Projected to Open
Glenwood Springs, CO
Stephanie Ryan, Guy
Coffey and Jennifer
Bailey
7286 Military Road
Woodbury, MN 55129
651-773·5851
Projected to Open
Grand JUnction, CO
Stephanie Ryan, Guy
Coffey and Jennifer
7286 Military Road
Woodbury, MN 55129
651-773-5851
Projected to Open
Steamboat Springs, CO
Connecticut
Andrew Breton & Scott
Regina
124 8th Street #2
Huntington Beach, CA 92648
714-717-5613
Projected to Open
West Hartford, CT
WPD Enterprises, LLC
281-B Berlin Turnpike
Berlin, CT 06037
860-770-6013
Disel Fitness, LLC
195 Federal Rd
Brookfield, CT 06804
203-740-7771
Fitness 4 U, LLC
493 Westchester Rd
Colchester, CT 06415
860·267-1001
Motivity Group, LLC
84 Danbury Rd
Wilton, CT 06897
203-210-7474
Delaware

Name Address Telephone
Good Life Venture, LLC
201 Louviers Drive
DE 19711
302-738-2407
Valesta Wiggins
1851 Marsh Road Plaza III
DE 19810
302-475-2404
Wilmington Fitness, 1735 Abbey Oak Drive
Projected to Open
703-822-1915
LLC VA 22182 DE
Florida
Jim's Gyms, LLC
6110 Highway 41 N
Apollo Beach, FL 33572
813.641.7171
D & C Health Clubs,
LLC
620 Lexington Pkwy
FL 32712
321-356-8493
Projected to Open
FL
MC Fitness, LLC
24850 Old Hwy 41 Unit 17
Bonita Springs, FL 34135
4320 SR 64 E.
239-947-3900
Fathom Fitness, LLC (Manatee Ave. E)
FL34208
941-746-5191
Michael Johnson
54843 Spring Lake Drive
CaIlahan, FL 32011
904-879-0800
Projected to Open
Hilliard, FL
Michael Johnson, Kevin
Johnson & Christine
Johnson
45007 State Road 200
Callahan, FL 32011
904.879.2747
EHB, Inc.
130 South Del Prado Blvd
Cape Coral, FL 33990
239.573.8805
EHB, Inc.
1315 Cape Coral Parkway
Cape Coral, FL 33904
239.549.3488
EHB, Inc.
101 SE39St
Cape Coral, FL 33904
239.549.3488
Projected to Open
Cape Coral, FL
EHB, Inc.
101 SE 39 St
Cape Coral, FL 33904
239-340-5773
Projected to Open
Cape Coral, FL
Ed & Sonya Griffin
1028 Crystal Bowl Cr
Casselberry, FL 32707
407-256-8557
Projected to Open
TBD,FL
Jennifer Zanti & Sandra
Russ
1221 Golden Canna Lane
Celebration, FL 34747
(407) 484-5188
Projected to Open
Celebration, FL
Ricky Allison
309 Lebeau St.
Clearwater, FL 33755
2522 McMullen Booth Road,
727-452-5625
Projected to Open
Clearwater, FL
David LaGree UnitB
Clearwater, FL 33761
727-712-1575
H & S Fitness, Inc.
532 Cagan Park Ave.#201-203,
Clennont, FL 34714
352-394-3339
Russell & Jennifer
Barbarino
10 Preston Cir. Ste. G
Crawfordville, FL 32327
850-926-2010
Eason Enterprises, Inc.
85120 Bostickwood Drive
Fernandina Beach, FL 32034
904.859.6883
Projected to Open
Fernandina Beach, FL
Eason Enterprises, Inc.
85120 Bostickwood Drive
Fernandina Beach, FL 32034
904.859.6883
Projected to Open
Macclenny, FL

Name Address Teleuhone
Novus Group, Inc.
85172 Sagaponack Drive
Fernandina Beach, FL 32034
904-225-8575
Projected to Open
Jacksonville, FL
Novus Group, Inc.
Phase Two Ventures,
LLC
85172 Sagaponack Drive
Projected to Open
904-225-8575
Fernandina Beach, FL 32034 Port Orange, FL
12901 McGregor Blvd
Suite IB 239-481-2237
Fort FL 33919
Phase Two Ventures, 11440 Compas Point Dr
Projected to Open
239-481-2237
LLC Ft FL 33908 Fort FL
Phase Two Ventures, 11440 Compas Point Dr
Projected to Open
239-481-2237
LLC Ft Myers, FL 33908 LeHigh Acres, FL
Dottie Janitz & Dustin 18151 Old Pelican Bay Dr.
Projected to Open
239.573.8805
Heath Fort Meyers Beach, FL 33931 Naples, FL
Kozy Fit, LLC
AMB Enterprises, LLC
J.A.D. Fitness, Inc.
Koula Katsarelis
DMB Enterprises, Inc.
DMB Enterprises, Inc.
DMB Enterprises, Inc.
DMB Enterprises, Inc.
Eason Enterprises, Inc.
7070 SW Archer Rd
Gainesville, FL 32608
3729 Gulf Breeze Pkwy
FL 32563
1715 E Young Cir
Hollywood, FL 33020
13235 SR 52
Hudson, FL 34669
108 Bratram Oak Walk A-101
Jacksonville, FL 32259
1670 University Blvd. West
Jacksonville, FL 32217
352.338.7722
850-932-1111
954-920-5802
(727)857 -2698
904.230.6700
904-731-7900
1220 Celebration Court
Projected to Open
904.813.2905
FL 32259 FL
1220 Celebration Court
Projected to Open
904.813.2905
Jacksonville, FL 32259 TBD,FL
2467 Faye Rd.
Jacksonville, FL 32226
904.738.8888
4268 Oldfield Crossing Drive -
Fitness222, LLC Suite 201 904.268.0411
Jacksonville, FL 32223
KFIT, LLC
KFIT,LLC
KFIT, LLC
Micah Linton
Micah Linton
11915 Beach Blvd
Jacksonville, FL 32246-6624
904-807 -9800
2378 Pine Island Ct.
Projected to Open
904-223-4695
Jacksonville, FL 32224 Jacksonville, FL
2378 Pine Island Ct.
Projected to Open
904-223-4695
Jacksonville, FL 32224 Jacksonville, FL
343 NW Cole Ter, Ste 201
Projected to Open
386-755-1586
Lake City, FL 32055-8617 Ponte Vedra Beach, FL
343 NW Cole Ter, Ste 201
Projected to Open
386-755-1586
Lake City, FL 32055-8617 New Smyrna Beach, FL
1191 SW Bascom Norris Dr
Micah Linton Suite 103 386-754-1724
Lake City, FL 32025

Name Address Telephone
H-I02 Inc.
19742 Bellehurst Loop
Land 0 Lakes, FL 34638
813-480-7420
Projected to Open
Trinity, FL
MJPK Enterprises, Inc.
Largo Fitness, LLC
19742 Bellehurst Loop
LandO FL 34638
813-480-7420
Projected to Open
FL
11700 Oakhurst Rd
FL 33774
727-388-9010
10700 US Hwy 441
M.B. Fitness Clubs, LLC Suites 106, 107 & 108 352.742.2008
Leesburg, FL 34748
MC Fitness, LLC
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Jim Burke
Robert White
Robert White
Robert White
Andrew Pace
Daniel Robbins
Gymkim, LLC
211 Eighth Avenue
Projected to Open
239-910-5506
Lehigh Acres, FL 33972 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 Bartow,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813 .469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813 .469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813 .469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
22816 Cypress Trail Drive
Projected to Open
813.469.7234
Lutz, FL 33549 TBD,FL
1850 Oak Grove Blvd
Lutz, FL 33559
813-995-9308
1831 Tinsmith Circle
Projected to Open
813-995-9308
Lutz, FL 33559 Land O'Lakes, FL
1831 Tinsmith Circle
Projected to Open
813-995-9308
Lutz, FL 33559 TBD,FL
1812 Hwy 77 Suites 104
Lynn Haven, FL 32444
1439 South Babcock Street
FL 32901
420 College Dr. Suite 100
Middleburg, FL 32068
850-248-0310
321.722.3747
904-644-8111
Robert Crosby & Trace 2095 Mission Drive
Projected to Open
239-287-2645
MacDougall Naples, FL 34109 TBD,FL

Name Address Telenhone
Fred & Linda Venazio
240 SW Port Saint Lucie Blvd,
Port Saint Lucie, FL 34984
772-344-6620
Jim's Gyms, LLC
Jim's Gyms, LLC
Pamela & Frank Csuti
A & C Fitness Corp
Rhinehart Health & 13432 Boyette Rd
Fitness, Inc. Riverview, FL 33569
Tiffinnie Severin
S & S Fitness, LLC
S & S Fitness, LLC
S & S Fitness, LLC
John Reardon
1006 Cristelle Jean Dr.
Projected to Open
813.641.7171
Ruskin, FL 33570 TBD,FL
1006 Cristelle Jean Dr.
Projected to Open
813.641.7171
Ruskin, FL 33570 TBD,FL
1818 Mira Lago Circle
Projected to Open
612-310-6828
Ruskin, FL 33570 Sarasota, FL
7655 Herritage Crossing Way
Projected to Open
407-487 -4144
Reunion, FL 34747 Kissimmee, FL
813-653-9300
100 N. Aterly Road
Projected to Open
904.309.0637
Saint Augustine, FL 32092 TBD,FL
241 8th Ave North
Projected to Open
727-687-2866
Saint Petersburg, FL 33701 TBD, FL
900 Central Ave
Saint Petersburg, FL 33705
727-502-9100
241 8th Ave North
Projected to Open
727-687-2866
Saint Petersburg, FL 33701 TBD, FL
4057 Clark Road
Sarasota, FL 34233
White Family 9360 90th Avenue Ste 105
Enterprises, LLC Sebastian, FL 32958
941.926.3300
772-589-4486
710 West Martin Luther King
Robert Clairmont Boulevard 813-425-2603
Seffner, FL 33584
Pinellas Park Fitness, 13799 Park Blvd suite 263
Projected to Open
727-388-9010
LLC Seminole, FL 33776 St Petersburg, FL
Peter McNamara
Peter McNamara
14223 Powell Road
Spring Hill, FL 34609
10475 County Line Road
Spring Hill, FL 34609
352-799-9200
352-683-1661
16770 South Highway 441
M.B. Fitness Clubs, LLC Suite 605 352-307-0700
Summerfield, FL 34491
Northern Fitness, LLC
Jim Slack
Jim Burke
3217 Apalachee Pkwy.
Tallahassee, FL 32311
850-671-2225
545 Maclay Rd
Projected to Open
850-544-1073
Tallahassee, FL 32312 Marianna, FL
15457 N. Dale Mabry Hwy.
Tampa, FL 33618
813-264-1861
David Galloway
8616 Citrus Park Drive
Tampa, FL 33625
813.792.2900
Todd Graves & Matthew
Ward
19046 Bruce B. Downs Blvd.
Tampa, FL 33647
813-441-0105
Projected to Open
Brandon, FL
Todd Graves & Matthew
Ward
19046 Bruce B. Downs Blvd.
Tampa, FL 33647
813-441-0105
Projected to Open
St. Augustine, FL

Name Address Telephone
Chris Naples & Lynn
Jeffries
2905 W Kennedy Blvd
Tampa, FL 33609
813.749.0420
Xupe Solutions, LLC
19046 Bruce B. Downs Blvd.
Tampa, FL 33647
352-433-4176
Projected to Open
Ocala, FL
Natalie & James Cornett,
Thomas & Dana Cornett
1254 S Pinellas Ave
Tarpon Springs, FL 34689- 727.943.0400
3720
David Galloway 727-656-9441
Rhinehart Health & 3517 Old Course Lane
Projected to Open
813-222-3343
Fitness, Inc. Valrico, FL 33594 Plant City, FL
Rhinehart Health & 3517 Old Course Lane
Projected to Open
813-222-3343
Fitness, Inc. Valrico, FL 33594 TBD,FL
Patrick White, Dennis
White JR., John
Armstrong & Dennis
8025 91st AVE
Vero Beach, FL 32967
772-589-4059
Projected to Open
Jacksonville, FL
Joe Zito
MJPK Enterprises, Inc.
Lola Jegede
Lola Jegede
John Whalen
Ed Griffin
Eason Enterprises, Inc.
AMB Enterprises, LLC
Northern Fitness, LLC
George Sheets
George Sheets
George Sheets
Frazier Fitness, Inc.
Georgia
755 27th Ave Suite 5
Vero FL32968
1041 Bruce B Downs Blvd
FL 33544
772-562-5090
813-929-3191
27203 Sesbreeze Way
Projected to Open
813-469-4215
Wesley Chapel, FL 33543 Zephyrhills, FL
27203 Sesbreeze Way
Projected to Open
813-516-7721
Wesley Chapel, FL 33543 Zephyrhills, FL
31840 Turkeyhill Drive
Projected to Open
617-448-3232
Wesley Chapel, FL 33543 Wesley Chapel, FL
855 SR 434 East
Winter Springs, FL 32708
463646 State Rd 200
Yulee, FL 32097
407-322-2099
904.225.8400
3036 Brakley Dr., Suite A
Projected to Open
225-247-7208
Baton Rouge, LA 70816 Navarre, FL
1206 Puckett Lake Road
Projected to Open
225-573-6187
West Monroe, LA 71292 TBD,FL
4620 Highway 29 S.
Projected to Open
612-600-4276
Alexandria, MN 56308 North Port, FL
4620 Highway 29 S.
Projected to Open
320-763-6552
Alexandria, MN 56308 TBD,FL
4620 Highway 29 S.
Projected to Open
320-763-6552
Alexandria, MN 56308 TBD, FL
13239 Red Fox Road
Projected to Open
321-264-0304
Rogers, MN 55374 Titusville, FL
Randy & Alicia 14764 Nassau Sound Drive
Projected to Open
904-200-2010
Galloway Jacksonville, FL 32226 St Simons Island, GA
Jim Slack
545 Maclay Rd
Projected to Open
850-544-1073
Tallahassee, FL 32312 Bainbridge, GA

Name Address Telepbone
Cathy & Dean Schneider
2483 Cedarcrest Rd
Acworth, GA 30101
770.966.1200
Southeast Fitness Group, 1020 South Pierce Street
Inc. Alma, GA 31510
DHL, Inc.
Live Hard, Inc.
6225 Hwy 9 North
Alpbaretta, GA 30004
12635 Crab Apple Road
Alpharetta, GA 30004
Jerry Martin and Al 1654 Atlanta Hwy
Bowen Auburn, GA 30011-3614
Parr Fitness, Inc.
322 Main St
Blackshear, GA 31516
912.632.8223
678-513-2448
678.513.2448
770-339-0134
912-807-1110
Southeast Fitness Group, 412 Main Street
Projected to Open
912-288-3596
Inc. Blackshear, GA 31516 Baxley, GA
Southeast Fitness Group, 412 Main Street
Projected to Open
912-288-3596
Inc. Blackshear, GA 31516 Brunswick, GA
Southeast Fitness Group, 412 Main Street
Projected to Open
912-288-3596
Inc. Blackshear, GA 31516 Douglas, GA
Bryan K. Wimbs
Eason Enterprises, Inc.
DHL II, Inc.
At Fitness, LLC
Campbell's Fitness, LLC
Campbell's Fitness, LLC
Campbell's Fitness, LLC
5757 Old Winder Hwy
Braselton, GA 30517
24 Canal Road
Brunswick, GA 31525
3421 Ridge Road
Buford, GA 30519
770-967-1296
912.275.8005
770.614.8588
114 Copper Hills Drive
Projected to Open
770-853-8651
Canton, GA 30114 Gainesville, GA
3753 Marietta Hwy, #125
Canton, GA 30114
2870 E. Cherokee Dr.
Canton, GA 30115
770.720.1831
770-345-4387
126 Diamond Ridge Ave
Projected to Open
678-923-5332
Canton, GA 30114 Free Home, GA
Bill Taylor and Wes 114 Copper Hills Drive
Projected to Open
770-853-8651
Shemwell Canton, GA 30114 Dahlonega, GA
Funktionally Fit, Inc.
10 Slopes Drive
Cartersville, GA 30120
Fitness First Solutions, 2227 A Georgia Highway 20
LLC Conyers, GA 30013
Monster Dome South, 275 Habersham Village Circle,
LLC Cornelia, GA 30531
Jawahar & Neha Chugh
3617 Salem Rd
Covington, GA 30016
770-387-0784
770-761-6868
706-894-1234
770.784.5858
Ballinruan Enterprises, 2840 Stratfield Dr
Projected to Open
770-887-8977
LLC Cumming, GA 30041 Cumming,GA
James Crowe
Davin Lester Company
7295 Lanier Cove Ct.
Projected to Open
770-596-5616
Cumming, GA 30041 TBD,GA
2635 Freedom Parkway
Cumming, GA 30041
678-513-2448

Name Address Telephone
Bill Taylor and Wes
Shemwell
1656 Buford Hwy
Cumming, GA 30041
678.455.4156
William Taylor and Wes
Shemwell
433 Canton Road Ste. 105
Cumming, GA 30040
2003 Liam Drive
678-455-7477
Leo Penn Suite 108,109 & 110
GA 30019
770-236-8700
DIESEL FITNESS, LLC
18 Riverwood Landing
Projected to Open
( 678)294-0850
Dallas, GA 30157 Rome, GA
142 Prestige Lane
At Fitness, LLC Suites 400-600 706-216-2200
GA 30534
Fitco Fitness Center, Inc.
4920 Flat Shoals Pkwy
Projected to Open
770-674-4185
Decatur, GA 30034 Decatur, GA
2615 Peachtree Industrial
John Foster Boulevard 770-232-4949
Duluth, GA 30097
Little By Little, LLC
2323 Bluff Creek Overlook
Douglasville, GA 30135
404-502-5032
Projected to Open
Carrollton, GA
Jerry Martin and Al
Bowen
55 Freedom Pkwy
Hoschton, GA 30548
706-654-2909
Campbell's Fitness, LLC
1625 Ridenour Blvd. Ste 305
Kennesaw, GA 30152-4454
678-275-2021
Elizabeth Sikes & Paul 489 Lavender Rd
Projected to Open
706-654-7552
Squires Jefferson, GA 30549-5263 Athens, GA
TITANl, LLC
TITAN1,LLC
B & J Coggin, Inc.
Leo Penn
1616 Hwy 124 West
Projected to Open
770-361-3801
Jefferson, GA 30549 Flowery Branch, GA
1616 Hwy 124 West
Projected to Open
770-361-3801
Jefferson, GA 30549 Lawrenceville, GA
3315 SugarloafPky SW
GA 30044-5483
Absolute Health and 341 Fury's Ferry Rd Ste. 2
Fitness, Inc. Martinez, GA 30907
Absolute Health and 4497-4 Columbia Road
Fitness, Inc. Martinez, GA 30907
Marty Weatherford
770-237-9707
585 Alcovy Springs Drive
Projected to Open
678-985-0130
Lawrenceville, GA 30045 Savannah, GA
1968 W. Spring St
Monroe, GA 30655
706.364.2447
706.364.2418
770-266-6094
3435 Medlock Bridge Rd.
James Crowe #200 770-441-7533
Norcross, GA 30092
Matt Lein
9420 Willeo Rd
Roswell, GA 30075-4717
770.641.0124
4500 West Village Place, Suite
Fitnesstyle, LLC 201112013 770-431-9470
Smyrna, GA 30080

Name Address Telephone
Frederick Starwood
2768 Cumberland Blvd. SE
GA 30080
770-319-9556
Natalie & James Cornett,
Thomas & Dana Cornett
2603 Osborne Rd.
St. Mary's, GA 31558
912.729.2447
Thomas & Dana Cornett
2603 Osborne Rd
St Marys, GA 31558-8905
912-288-0800
Projected to Open
Kingsland, GA
Adam Gatzemeier
A & E Fitness
Adam Gatzemeier
David Marrero
Little By Little, LLC
2734 E Pinetree Blvd
Thomasville, GA 31792
3143 C North Ashley Street
GA 31602
515 North St Augustine Rd.
Valdosta, GA 31602
229-226-6643
229-247-9925
229-333-8027
2600 Banks Cir
Projected to Open
307-220-7111
Valdosta, GA 31602-7237 Tifton, GA
901 S Carroll Rd
Villa Rica, GA 30180
Southeast Fitness Group, 1715 Knight Avenue
Inc. Waycross, GA 31501
Jeny Martin & Al 108 W. May Street
Bowen Winder, GA 30680
678-840-4588
912.490.1270
770-307-6865
Jeny Martin & AI 256 West May Street
Projected to Open
678-227-1113
Bowen Winder, GA 30680 Athens, GA
Jeny Martin & AI 256 West May Street
Projected to Open
678-227-1113
Bowen Winder, GA 30680 Jefferson, GA
Jeny Martin & Al 256 West May Street
Projected to Open
678-227-1113
Bowen Winder, GA 30680 Winder, GA
Iowa
McGym,LLC
Joseph & Tyler Aube
817 Main Street
Adel, IA 50003
515.993.3333
518 Cherokee St
Projected to Open
712-252-5555
Alta, IA 51002 Sioux City, IA
480 Center Place SW
Alpha & Omega, Inc. Suite C 515-967 -9222
Altoona, IA 50009
Alpha & Omega, Inc.
531 19th St., SW
Projected to Open
515-202-4117
Altoona, IA 50009 TBD,IA
R Fitness, Inc
351 2nd Street NW
Altoona, IA 50009
823 Wheeler St
515- 334-3488
Projected to Open
Oskaloosa, IA
Rosachta, LLC Suite 6
Ames, IA 50010
5820 West Lincoln Way
515-233-1353
Rosachta, LLC Suite 103
Ames, IA 50014
515-268-0444
2785 North Ankeny Blvd
BDJA,LLC # 15- Briarwood Center 515-965-8844
Ankeny, IA 50021

Name Address Telephone
Make It Happen, Inc.
313 NW Watercrest Dr
Ankeny, IA 50023
515.287.0066
Projected to Open
Des Moines, IA
7-24, Inc.
3415 53rd Avenue
Bettendorf, IA 52722
563-332-3200
Don C. Romig II & Jeff
R. Claman
1312 South Marshall Street
Boone, IA 50036
515-432-9400
BDJA,LLC
1205 Hwy30 W
Carroll, IA 51401
712-792-7791
BDJA,LLC
P.O. Box 871
Carroll, IA 51401
515-965-8844
Projected to Open
Ankeny, IA
2512 Whitetail Drive
Geopfert Fitness, LLC Suite 301 319-268-2FIT
Cedar Falls, IA 50613
Geopfert Fitness, LLC
Clinton ATF, LLC
9702 Viking Road
Projected to Open
515-987-6543
Cedar Falls, IA 50613 TBD, IA
2352 Valley West Court, Ste B
IA 52732
563-243-3334
R & R Fitness, LLC
1044 20th Ave
IA 52241
319-396-2447
Projected to Open
Cedar IA
GooseBear Enterprizes,
LLC
1137 North Broadway
Council IA 51503
712-323-1122
Kare4 Fitness, LLC
5260 Northwest Blvd Suite 4
IA 52806
563-445-2222
915 Short Street
Joe KoeppJ Suite 115, Centrum Plaza 563-382-2323
Decorah, IA 52101
Joe KoeppJ
Salus, LLC
915 Short Street
IA 52101
319-483-9000
Projected to Open
IA
509 Highway 39
IA 51442-2701
712-263-3488
2815 Beaver Ave
Alpha & Omega, Inc. Suite 202 515-274-2100
Des Moines, IA 50310
James Peterson
James Peterson
Strong Tower, Inc.
James Peterson
Joseph & Tyler Aube
Thalberg Enterprises,
Inc.
1051 33rd Street
Projected to Open
515-554-7073
Des Moines, IA 50311 Des Moines, IA
105133rdStreet
Projected to Open
515-554-7073
Des Moines, IA 50311 Mt. Pleasant, IA
660 Iowa St
IA 52001
1513 2nd Ave N
Fort IA 50501
1207 S Locust St
IA 51534
563-556-0056
515-576-1348
712-527 -9800
105 West Street South
Suite A 641-236-5200
Grinnell, IA 50112

Name Address Telephone
Shelley Vier
700 US69
IA 50124
515-597-4766
R Fitness, Inc.
402 North Jefferson Way
IA 50125
515-961-8848
521 Westbury Drive
R & R Fitness, LLC Suite 2 319-338-2447
Iowa IA 52245
Brandon Rutledge & 8805 Chambery Blvd
Kirk Ridout IA 50131
R& RFitness 205 North Park Drive
Enterprises, Inc. Keokuk, IA 52632
R Fitness, Inc.
Travis Salter
209 W Marion Street
IA 50138
1101 7th Ave.
IA 52302
Thalberg Enterprises, 107 N Center St
Inc. IA 50158
Frazier Fitness, Inc.
724x2, LLC
Rosachta, LLC
R Fitness, Inc.
Win Fitness, Inc.
687 South Taft
Mason IA 50401
1903 Park A venue
IA 53761
1818 Fawcett prkwy
IA 50201
1718 1st Ave East
IA 50208
1101 Chatham Ave
IA 50211-9541
Tom Gilles & Mike 852 Quincy Ave
IA 52501
R Fitness, Inc.
S & S Solutions, LLC
Fitness Specialists, LLC
Salus, LLC
Forever Fit Inc.
Salus, LLC
Salus, LLC
A2 Fitness, INC.
2 and I Fitness, LLC
Geopfert Fitness, LLC
1518 Washington Street
IA 50219
1524 14th Street
Rock IA 51247
409 Nebraska Street
Sioux IA 51101
21811thSTSW
IA 51301
15697 250th Ave
IA 51360-7313
1380 Lake Street
IA 51360
1231 Lake Avenue
Storm IA 50588
8405 Hickman Rd
IA 50322
1245 Flammang Ave
IA 50702
790 Alice's Road
IA 50263
515- 334-3488
319-524-3044
641-842-2447
319-373-2747
641-752-2927
641-424-2121
563-263-3488
515-382-2424
641-792-3880
515-953-0004
641-684-6606
641-628-3488
507-220-8674
712-252-5555
712-580-3788
712-870-1480
712-336-0247
712-213-2470
515-331-3600
319-232-4200
515-987-6543
Projected to Open
IA
to Open
IA

Name Address Telephone
Joe Koeppl
1261 4th St. SW
IA 50677
319-483-9000
B & B Fitness
1925 Grand Ave
West Des IA 50265
515-225-3224
13435 University Ave.
Cole Investments, LLC Suite 400 515-440-2348
West Des Moines, IA 50325
Tom Gilles, Bill Perpich, 12665 Emmer Court
Projected to Open
651-438-5021
Jon Evemstad Apple Valley, MN 55124 Coralville, IA
R& R Fitness 19450 Elgin Court NW
Projected to Open
612-272-5380
Enterprises, Inc. Elk River, MN 55330 Burlington, IA
Frazier Fitness, Inc.
Idaho
Rasma,LLC
Rasma, LLC
Acrux Investments, LLC
Jeny Gregersen
Jerry Gregersen
Jerry Gregersen
Jeny Gregersen
Genesis For Life, LLC
13239 Red Fox Road
Projected to Open
763-443-8058
Rogers, MN 55374 Dubuque, IA
1615 S. Midway Ave.
ID 83406
208-523-9675 .
5933 East Pheasant
Projected to Open
208-569-2173
ID 83406 ID
1265 Parkway Dr
ID 83221-1683
208.782.2348
149N100W
Projected to Open
208-681-1280
Blackfoot, ID 83221 TBD, ID
149N 100 W
ID 83221
208-681-1280
Projected to Open
ID
149N 100 W
Blackfoot, ID 83221
208-681-1280
Projected to Open
TBD, ID
149NI00W
Projected to Open
208-681-1280
Blackfoot, ID 83221 Twin Falls, ID
6582 S. Federal Way
ID 83716
208-343-1865
2621 S 10th Ave
Jennifer & Michael Lee Suite 102 208.459.1505
Caldwell, ID 83605
Rasma, LLC
Genesis Nelson
Richard & Teresa Taylor
Genesis For Life, LLC
Genesis for Life, LLC
Genesis For Life, LLC
Genesis For Life, LLC
2141 W Broadway St
Idaho ID 83402-2904
1573 North Linder Rd
ID 83634
102 Thain Road
Lewiston, ID 83501
80 East Ustick Road
ID 83646
208-542-9675
208-922-4622
208.743.7100
208-884-3338
2688 N. Springtime Way
Projected to Open
208-371-6009
Meridian, ID 83642 Boise, ID
2688 N. Springtime Way
Projected to Open
208-371-6009
Meridian, ID 83642 Boise, ID
2688 N. Springtime Way
Projected to Open
208-371-6009
Meridian, ID 83642 TBD,ID

Name Address Telephone
Richard and Teresa 212 E Rodeo Drive, Ste 510
ID 83843
208-882-3100
2600 American Legion Blvd
GART Fitness, LLC Ste 110 208-587-4122
Mountain Home, ID 83647
DAA Fitness, LLC
Genesis For Life, LLC
Dan Briggs
355 Caldwell Boulevard
Nampa, ID 83686
2926 E Greenhurst Road
Nampa, ID 83686
900 N. Hwy 41, Suite 6
Post Falls, ID 83854
208.465.4400
208-461-6655
208.773.5900
Dan Briggs
900 North Highway 41
Post Falls, ID 83854
859 South Yellowstone Hwy
208-964-5888
Projected to Open
Hayden, ID
Rasma,LLC Ste 1800
Rexburg, ID 83440
208-656-9675
Acrux Investments, LLC
301 Anderson Road
Shelley, ID 83274
208-357-7490
Star Fitness, LLC
11221 W Hercules Dr. #105
Star, ID 83669
208-286-0943
Star Fitness, LLC
10983 W. Wild Iris St
Star, ID 83669
208-365-3380
Projected to Open
Emmett, ID
Pacific Fitness & Tan,
LLC
675 NE Bellevue Dr #502
Bend, OR 97701
541-408-0845
Projected to Open
Boise, ID
Illinois
Alpha & Omega, Inc.
Alpha & Omega, Inc.
Alpha & Omega, Inc.
BDJA,LLC
Karl Dimmer
531 19th St., SW
Projected to Open
515-202-4117
Altoona, IA 50009 Galesburg, IL
531 19th St., SW
Projected to Open
515-202-4117
Altoona, IA 50009 TBD, IL
531 19th St., SW
Projected to Open
515-202-4117
Altoona, IA 50009 TBD,IL
P.O. Box 871
Projected to Open
402-681-4885
Carroll, IA 51401 St Charles, IL
120 Wist St.
Projected to Open
563-940-4813
Wilton, IA 52778 LaSalle, IL
646 Frontenac Rd
AMERIVISION, LLC Suite 107 630-898-1950
Aurora, IL 60504
MSCM Enterprises, Inc.
John Galt Company, 998 Belvidere Rd, Ste 2
LLC Belvidere, IL 61008-9360
Justin Breese
Terry Vanyo
Trent Eddy
953 Fremont Street
Projected to Open
847-815-8688
Bartlett, IL 60103 Bartlett, IL
815-547-9000
1040 Ekstam Dr. #201
Projected to Open
309-262-9695
Bloomington, IL 61704 Normal, IL
3907 General Electric Rd #4
Bloomington, IL 61704
309-662-0999
1233 Joanne Terrace
Projected to Open
815-973-0985
Byron, IL 61010 De Kalb, IL

Name Address Telephone
Temple Keepers, LLC
708 W Maxwell St
Chicago, IL 60607-5017
312-829-6620
Lisa Stumpf
Lisa Stumpf
Trent Eddy
9474DRoad
Projected to Open
314-378-3545
Columbia, IL 62236 TBD, IL
9474 D Road
Projected to Open
314-378-3545
Columbia, IL 62236 Waterloo, IL
1323 North Galena Ave
IL 61021
815-285-4855
Krista & Jeffrey 3004 Cranston Ave
Projected to Open
847-888-8948
Mikulski Elgin, IL 60124 TBD,IL
BDJA,LLC
John Josephitis
Fitness Results, LLC
10 W State St
Geneva, IL 60134
630-845-0868
150 Inverness Court
Projected to Open
847-373-1766
Lake Bluff, IL 60044 Lake Forest, IL
28972 W IL Route 120
Lakemoor, IL 60051
James & Wendie Hughes
530 N. Walnut St Suite A
Mount Carmel, IL 62863
All The Time Fitness 573 Waukegan Rd
Club of Northbrook, Northbrook, IL 60062-1252
Anytime Oswego, LLC
Chris Evers
James Dierbeck
James Dierbeck
724 x3, LLC
Paul Del Vecchio
Terry Vanyo
James Dierbeck
Lisa Stumpf
Paul Del Vecchio
1023 Station Drive
Oswego, IL 60543
211 7 Court Street
Pekin, IL 61554
815-385-9535
618-262-8300
847.715.9262
630-551-2680
309-346-3283
24819 Ironwood Court
Projected to Open
708-205-9567
Plainfield, IL 60585 Homer Glen, IL
24819 Ironwood Court
Projected to Open
708-205-9567
Plainfield, IL 60585 Plainfield, IL
107 South 1st Ave
Rock Falls, IL 61071
1733 30th St
Rock Island, IL 61201
2696 McFarland Rd
Rockford, IL 61107
219 Main St
Roselle, IL 60172
1207 Thouvenot Lane
Shiloh, IL 62269
985 Avenue of the Cities
Silvis, IL 61282
Somer Property 769, 427 S Bartlett Rd
LLC Streamwood, IL 60107
815-564-9000
309.793.3481
815-986-0676
630-307-0044
618.222.2721
309.792.8000
630-213-3000
Ron & Debbie Greenleaf
68 School House Rd
Yorkville, IL 60560
630-553-6678
Somer Property 769,
LLC
7722 28th Ave
Kenosha, WI 53143
262-997-6350
Projected to Open
Vernon Hills, IL
Somer Property 769,
LLC
7722 28th Ave
Kenosha, WI 53143
262-997-6350
Projected to Open
Zion, IL

Name Address Telephone
Indiana
Dennis & Lillian Albert
Dennis & Lillian Albert
Fitness Today, a Sole 940 Green Blvd.
Proprietorship Aurora, IN 47001
SPENCE, INC.
SPENCE, INC.
1832 Applewood Centre Dr.
Anderson, IN 46013
765-622-6363
6214 S. Madison Ave.
Anderson, IN 46013
765-610-3333
Projected to Open
Muncie, IN
812-926-3655
PO Box 6
Projected to Open
513-382-4142
Aurora, IN 47001 Batesville, IN
PO Box 6
Projected to Open
513-382-4142
Aurora, IN 47001 Seymore, IN
24 Fitness, LLC
1124 N State Road 267
Avon, IN 46123
317.272.2082
Parkside Fitness, LLC
10453 Pineway Drive
Brownsburg, IN 46112
317-538-8733
Projected to Open
Fishers, IN
Parkside Fitness, LLC
10453 Pineway Drive
Brownsburg, IN 46112
317-538-8733
Projected to Open
Noblesville, IN
24 Fitness, LLC
10302 Prosperity Circle
IN 46113
317-856-9285
Parkside Fitness, LLC
12775 Horseferry Rd
IN 46032-7265
317-575-8222
William & Jill Fellows
1059 Market Street
Charlestown, IN 47111
812-256-TlME
Mike Betts & Patrick
Carpenter
5721 E 600N
Churubusco, IN 46723
260-494-4835
Projected to Open
Fort Wayne, IN
Mike Betts & Patrick
Carpenter
5721 E600N
Churubusco, IN 46723
260-494-4835
Projected to Open
Goshen, IN
Mike Betts & Patrick
Carpenter
5721 E 600N
Churubusco, IN 46723
260-494-4835
Projected to Open
Huntington, IN
Mike Betts & Patrick
Carpenter
5721 E 600N
Churubusco, IN 46723
260-494-4835
Projected to Open
Kendallville, IN
Patrick Carpenter
5721 E 600 N
Churubusco, IN 46723
260-490-0000
Projected to Open
Angola, IN
Patrick Carpenter
5721 E 600N
Churubusco, IN 46723
260-490-0000
Projected to Open
Fort Wayne, IN
JAC Fitness, Inc.
1720 Western Ave
Connersville, IN 47331
765-825-6171
Amara Kpandeyenge &
Mark Schilling
8054 Matterhorn Ct # D-122
Crown Point, IN 46307
847-903-6362
Projected to Open
Dyer, IN
Amara Kpandeyenge &
Mark Schilling
8054 Matterhorn Ct # 0-122
Crown Point, IN 46307
847-903-6362
Projected to Open
TBD,IN
Scott Zickur & Todd
Grasty
35 West 112 Ave
Crown Point, IN 46307
219-662-2818
Top Shelf Performance,
Inc.
514S.13thSt
Decatur, IN 46733
260-724-3626

Name Address Telephone
7350 West State Rd. 28
KTH Enterprises, Inc. Unit A, Park Plaza Center 765-557-2273
IN 46036
Teamworks, Inc.
3684 Highway 150, Suite 6
Floyds Knobs, IN 47119
812.923.2348
Mike Betts & Patrick 12015 Fallen LeafCt
Projected to Open
260-338-0288
Carpenter Fort Wayne, IN 46845-8992 Columbia City, IN
Mike Betts & Patrick 12015 Fallen LeafCt
Projected to Open
260-490-0000
Caprenter Fort Wayne, IN 46845-8992 Fort Wayne, IN
Mike Betts & Patrick 12015 Fallen LeafCt
Projected to Open
260-338-0288
Carpenter Fort Wayne, IN 46845-8992 New Haven, IN
Patrick Carpenter
2886 East Dupont Road
Fort Wayne, IN 46825
Tony & Holli Ruble, Jeff 10536 Maysville Rd
Lauer & Josh Barnett Fort Wayne, IN 46835
Pro-Fit Solutions, LLC
Healthy Works, LLC
John Spence
1168 North Main Street
Franklin, IN 46131
1202 East University Drive
Granger, IN 46530
1807 N. Lincoln Street
Greensburg, IN 47240
260-490-0000
260-492-8900
317-736-4377
574.243.1823
812-662-3055
210 South Emerson
24 Fitness, LLC Suite B 317.300.1335
Greenwood, IN 46143
24 Fitness, LLC
9808 E. Washington
Indianapolis, IN 46229
5375 E Thompson Rd
317-897-0574
Jennifer Dale Suite F
Indianapolis, IN 46237
317-698-3156
Greg Heeb & Joan
Leschot
1472 W 86th St
Indianapolis, IN 46260
317-735-2816
University Fitness, LLC
University Fitness, LLC
University Fitness, LLC
Teamworks, Inc.
47 S Pennsylvania St, FIIOth
Projected to Open
317-636-2000
Indianapolis, IN 46204-3624 Carmel, IN
47 S Pennsylvania St, FI 10th
Projected to Open
317-636-2000
Indianapolis, IN 46204-3624 Indianapolis, IN
47 S Pennsylvania St, FII0th
Projected to Open
317-636-2000
Indianapolis, IN 46204-3624 Indianapolis, IN
3111 Brazil Lake Parkway
Projected to Open
812-923-3327
Georgetown, IN 47122 Corydon, IN
2130 W Sycamore St
DKA Enterprises, LLC Suite 230 765-319-0306
Pro-Fit Solutions, LLC
2310 North Lebanon St
IN 46052
Carla Garino & Geoff 9653 Olio Rd
IN 46055
765-485-2348
317-336-5500
Tony & Holli Ruble, Jeff 5375 E l100N
Projected to Open
260-341-0000
Lauer & Josh Barnett IN 46773 IN

Name Address Telephone
Tony Ruble, Holli
Ruble, Jennifer Rahebi
& Rod Rahebi
5375E1100N
Monroeville, IN 46773
260-450-1391
Projected to Open
Fort Wayne, IN
Spence, Inc.
DKA Enterprises, LLC
JAC Fitness, Inc.
24 Fitness, LLC
1713 S. Memorial Dr
New Castle, IN 47362
14765 Hazel Dell Crossing
Noblesville, IN 46062
620 E Buckeye Street
North Vernon, IN 47265
11915 E Pendleton Pike
Oaklandon, IN 46236-9712
765-521-3000
317-219-0392
812-953-3212
317-823-0685
CS Fitness, LLC
907 WMain St
Peru, IN 46970
1070 W. Main St
765-472-7004
24 Fitness, LLC Suite 101, 109, 117, 125
Plainfield, IN 46168
317-203-5312
Grasty Zickuhr, LLC
Grasty Zickuhr, LLC
Spence, Inc.
Spence, Inc.
Healthy Works, LLC
Tim Radabaugh
Tim Radabaugh
24 Fitness, LLC
Chad Atterson
Atterson Fitness, LLC
6723 Vienna Ave
Projected to Open
219-789-1067
Portage, IN 46368 Portage, IN
6723 Vienna Ave
Projected to Open
219-789-1067
Portage, IN 46368 St John, IN
222 South Main Street
Rushville, IN 46173
765-938-3055
2521 E State Road 44
Shelbyville, IN 46176
317-392-3055
2403 South Twyckenham
South Bend, IN 46614
574-532-5039
Projected to Open
TBD'IN
2927 Corpus Christi Drive
South Bend, IN 46628
269-876-0228
Projected to Open
TBD, IN
2927 Corpus Christi Drive
South Bend, IN 46628
269-876-0228
Projected to Open
TBD,IN
2222 W Southport Rd
Southport, IN 46217
317-885-8385
4102 Crestview Ln
Terre Haute, IN 47805
812-249-9385
Projected to Open
Terre Haute, IN
101 South Fruitridge A venue
Terre Haute, IN 47803
812-235-8463
2447 N. 6th St.
David Shuppert Knox Plaza 812-882-6348
Vincennes, IN 47591
Nathan Goldenberg
566 W County Rd 300
Warsaw, IN 46582
D & P Quality Fitness of 16 Cherry Tree Plaza
Indiana, LLC Washington, IN 47501
Kirk and Nancy 3249 SR-32
Lawrence Westfield, IN 46074
Pro-Fit Solutions, LLC
1570 West Oak Street
Zionsville, IN 46077
574-267 -4077
812-254-2200
317-867-4567
317-733-4333

Name Address Telephone
24 Fitness, LLC
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
Bloomington, IN
24 Fitness, LLC
24 Fitness, LLC
24 Fitness, LLC
24 Fitness, LLC
24 Fitness, LLC
24 Fitness, LLC
24 Fitness, LLC
Kansas
Top Tier Fitness, LLC
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
Bloomington, IN
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
Brownsburg, IN
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
Columbus, IN
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
Eagle Creek, IN
209 Oxbow Circle
Projected to Open
701-238-8366
Oxbow, ND 58047 Fishers, IN
209 Oxbow Circle
Projected to Open
701-238-8366
Oxbow, ND 58047 Greenfield, IN
209 Oxbow Circle
Projected to Open
701-238-8366
Oxbow, ND 58047 Indianapolis, IN
217 W 7th Ave
Augusta, KS 67010-1305
Roberts Land Company, 2203 Central Ave
Inc. Dodge City, KS 67801
DT Fitness, Inc., a 255 N Stone Creek Dr
Kansas Company Gardner, KS 66030
Roberts Land Company, 3721 10th Street
Inc. Great Bend, KS 67530
Chad LeRiger
100 E Kansas Ave
Lansing, KS 66043
316-775-9113
620-225-3303
913-856-0100
620-793-8700
913-364-4455
3514 W Clinton Pkwy
New Age Fitness, Inc. SuiteR 785.856.0101
Lawrence, KS 66047
Josh Gunderson & Gene 2305 S Kansas Rd
Carson Newton, KS 67114-9032
Sebante Enterprises, 11728 W 95th Street
LLC Overland Park, KS 66214
Kansas Fitness and 1919 SW Gage Rd
Recreation, LLC, a Topeka, KS 66604
316-283-5000
913.599.3700
785-272-2819
3627 SE 29th Street
Thunderbird Fitness, Inc. Suite 109 785-783-3923
Topeka, KS 66605
Prairie View Fitness,
LLC
Top Tier Fitness, LLC
Rod & Becky Watson
2350 N. Greenwich Rd
Suite 300,400 & 500 316.425.0292
Wichita, KS 67226
215 S. Maize Road
Wichita, KS 67209
1812 South Seneca
Wichita, KS 67213
316-260-1254
316-350-4510

Name Address Telephone
Rod & Becky Watson
1233 Lake Frances Dr.
Gretna, LA 70056
504-678-1372
Projected to Open
Derby, KS
Rod & Becky Watson
1233 Lake Frances Dr.
Projected to Open
316.350.4510
Gretna, LA 70056 Haysville, KS
Josh Gunderson & Gene 13060 Cypress Drive
Projected to Open
620-227-3308
Carson Baxter, MN 56425 Manhattan, KS
Josh Gunderson & Gene 13060 Cypress Drive
Projected to Open
620-227-3308
Carson Baxter, MN 56425 Salina, KS
Kentucky
Tim & Lisa Nowaskie
131 Parkway Dr
Bardstown, KY 40004
502-348-2348
2413 Ring Road
Mike Duwe Ste. 102 270 769-5646
Elizabethtown, KY 42701
2480 US Hwy 41 N
Gene and Laura Zell Suite 180 270-631-0500
Henderson, KY 42420
3332 Villa Point
NPS Group, LLC Suite 106 270- 691-9199
Owensboro, KY 42303
Robert Padgett
Cedar Grove Fitness, 1707 Cedar Grove Rd
LLC KY 40165
Body Armor, LLC
William M. Billingsley
SFC Ventures, LLC
Louisiana
603 Magnolia Ave
Projected to Open
502633-9138
Shelbyville, KY 40065-1527 Shelbyville, KY
1412 Gloria Terrel Drive
KY 41076
Spencer & Dwyatt 19115 Florida Blvd.
Harris LA 70711
502-215-5075
859-442-7888
569 N. Old Canton Rd.
Projected to Open
615-893-9464
Madison, MS 39110 Bowling Green, KY
130 Aspen Woods
Projected to Open
9377502282
Springboro, OH 45066 Independence, KY
225-567-2626
5163 General Degaulle
East-West Fitness, LLC Suite J 504.394.0086
Algiers, LA 70131
Fitness Partners of 6350 Coliseum Blvd
Projected to Open
318.769.1844
Pineville, Inc. Alexandria, LA 71303 Alexandria, LA
JT's Fitness LLC
114 W. Chestnut St
Amite, LA 70422
985-747-2202
Gerard & Patricia 10145 High Pines Dr
Projected to Open
225-618-6363
Broussard Baton Rouge, LA 70809-5918 Baton Rouge, LA
Gerard Broussard
10145 High Pines Dr
Projected to Open
225-241-0370
Baton Rouge, LA 70809-5918 Port Allen, LA

Name Address Telephone
Dana Cates
Highland Fitness, LLC
Highland Fitness, LLC
Highland Fitness, LLC
Southwest Gyms, LLC
11656 Cedar Park
Projected to Open
225-663-0555
Baton Rouge, LA 70809 Baton Rouge, LA
8827 Highland Rd
Baton Rouge, LA 70808-6855
225-766-9066
13711 Coursey Blvd.
Baton Rouge, LA 70817
225-246-2092
1185 Seyhum Dr.
Baton Rouge, LA 70808
225-315-6175
Projected to Open
TBD,LA
10145 High Pines Dr
Projected to Open
504-232-2709
Baton Rouge, LA 70809-5918 Port Allen, LA
Tiger Fitness, LLC
5075 Nicholson Drive
Apt0234A
Baton Rouge, LA 70820
225-252-9616
Cliff Vandiver
Genesis Fitness, LLC
4970 Barksdale Blvd
Bossier City, LA 71112
318-746-1886
Projected to Open
TBD,LA
5410 Hollyhock Ln
Projected to Open
318-344-3504
Bossier City, LA 71112 Stonewall, LA
Hudson & Associates, 800 Brittany Lane
Projected to Open
318-573-3697
LLC Bossier City, LA 71111 Bossier City, LA
Hudson & Associates
Enterprises, LLC
Justin Siverd
5212 Airline Dr
Suite E 3185491247
Bossier City, LA 71111
2091 Stockwell Road
Bossier City, LA 71111
Three Monkeys Fitness, 184 Heritage Parkway
LLC. Broussard, LA 70518
318.752.6650
337-856-1711
David Davidge
70325 SR 1077
Suite 1D
Covington, LA 70433
985-845-1926
Colin & John Reilly
1205 Village Walk
LA 70433
985-809-0099
Projected to Open
Covington, LA
Justin Siverd
Massachusetts St.
LA 70433
985.264.8526
Projected to Open
LA
Andrew Varvoutis &
Shane Montreuil
104 West st. Mary Drive
LA 70433
205-914-9998
Projected to Open
LA
Clay Faucheaux
14057 E Main St
Cut LA 70345
985-693-5533
32350 Hwy 16
Cliff Vandiver BuildingN 225-667-1077
Denham LA 70606
Timeless Properties, 25550 Juhan Road
LLC Denham LA 70726
225.243.5500
1516 Hwy 190
Ultimate Secret, LLC Suite G 337-457-7000
Eunice, LA 70535-2942
Mason Crain
13034 Eagles Way Court
Projected to Open
225-744-4966
Geismar, LA 70734 Geismar, LA

Name Address Telepbone
Mason Crain
13091 Airline Highway
Gonzales, LA 70737
225.644.5364
Ryan & Samantha 210 W Highway 30
Murphy Gonzales, LA 70737-4818
225-647-7750
1729 Lafayette St
Frances & Rena Ross Suite 100 504-218-5104
LA 70053
Lakeview Fitness, LLC
Dixon Fitness, LLC
62 Holly Drive
Projected to Open
504-214-6647
Gretna, LA 70053 New Orleans, LA
123 South Cate
Projected to Open
985-507-9697
Hammond, LA 70403 TBD,LA
James Burns, Shawn 106 Brandie Lane
Projected to Open
985-718-7100
Torres and Kyle Tallo Hammond, LA 70403 Pearl River, LA
JT's Fitness Inc.
117 South Cate Ave
Hammond, LA 70403
985-419-0033
2850 Manhattan Blvd
Cannon Fitness, LLC SteC 504-365-8713
Harvey, LA 70058
Carolyn Rapier
819 W Esplanade Ave
Suite K
Kenner, LA 70065
504-465-8599
Clifton Melerine
28092 Creole Road
Lacombe, LA 70445
504-512-8224
Projected to Open
Chalmette, LA
Derrick Chargois
Highland Fitness, LLC
Matthew Richard
Roth Management, Inc.
101 West Governor Miro Dr.
Projected to Open
337-303-6550
Lafayette, LA 70506 Maurice, LA
4517 Johnston St
Lafayette, LA 70503-4235
337-988-8350
242 Woodrow St.
Projected to Open
337-781-4094
Lafayette, LA 70506 Crowley, LA
207 Chaumont Drive
Projected to Open
337-504-5107
Lafayette, LA 70506 Central, LA
630 West Prien Lake Road
Sherel J. Pizzolato Shoppes at Prien Lake 337-478-2727
Lake Charles, LA 70601
Alice Cavalier & Donna
Madere
Gleber Investments, 29526 Frost Road
LLC LA 70754
212 Woodland Dr
Suite E & F 985-359-3484
LA 70068
225.686.1178
Jennifer Perkins, Richard Suite G 985-308-1360
Perkins & Scott Finnan
Luling, LA 70070
Chantel Brignac & 1731 Second Street
Projected to Open
225-869-3484
Nicholas Riley Lutcher, LA 70071 Gramercy, LA
Dale Delatte
543 Browning Loop
Projected to Open
985-626-9563
Mandeville, LA 70448 TBD,LA

Name Address Telephone
Metairie Fitness Partners 1433 West Causeway Approach
Projected to Open
985-727-9924 #2
II,LLC Mandeville, LA 70471 TBD,LA
Pecster, LLC
Colin Reilly
1705 Hwy 59
Mandeville, LA 70448
985-674-3100
107 Madewood Drive
Projected to Open
985-807-5704
Mandeville, LA 70471 Mandeville, LA
Twenty Four Seven 400 Independent Drive
Projected to Open
985-264-7785
Fitness, LLC Mandeville, LA 70471 TBD,LA
3176 Barataria Blvd.
Cannon Fitness, LLC Suite A 504-267-0856
Marrero, LA 70072
Trebor Enterprises, LLC
12505 Homeport Drive
Maurepas, LA 70449
225-675-8000
3201 East Judge Perez Drive
Clifton Melerine Suite 107, 108, 109 504-281-2568
Meraux, LA 70075
Metairie Fitness
Partners, LLC
FIT Investments, LLC
Fit Investments, LLC
5200 Veterans Highway
Suite 101 504-305-6400
LA 70006
7929 Desiard Street
318-998-3583
LA 71201
1130 Oliver Rd
LA 71201-5714
318-322-4005
5000 Forsythe Bypass
Fit Investments, LLC Suite 5 318-325-3930
LA 71201
Fitness Enterprises, Inc.
8649 Hwy 165 N
Suite 8
LA 71203
318-387-7233
Fitness Enterprises, Inc.
Projected to Open
Monroe, LA
102 E. Bend PI.
Proj ected to Open
318-387-7233
Monroe, LA 71203 Paradise, LA
BENGAL HOLDINGS, 6417 Hwy 182
Projected to Open
985-384-7426
LLC Morgan City, LA 70380 Morgan City, LA
277 Hwy 171 North
Sherel J. Pizzolato Suite 5,6 and 7 337-855-2777
Moss Bluff, LA 70611
Bengal Holdings, LLC
Lakeview Fitness, LLC
2235 Mercedes Blvd
Projected to Open
504-352-3331
New Orleans, LA 70114-5053 Bayou Vista, LA
125 Robert E.Lee Boulevard
New Orleans, LA 70124
Nola Fitness Group, 4900 Canal St
LLC New Orleans, LA 70119-5833
Soleus, Inc.
Roth Management, Inc.
504-286.7667
504.3 73 .5659
1205 St. Charles Avenue
Projected to Open
337-501-9177
New Orleans, LA 70130 Lafayette, LA
1901 South Union Street
Opelousas, LA 70570
337-594-1000

Name Address Telephone
Fitness Partners of
Pineville, Inc.
3493 Highway 28 E
Pineville, LA 71360-5813
318-442-7877
LA FITNESS & TAN, 17900 Airline Hwy
LLC Prairieville, LA 70769
JT's Fitness LLC
ArkLaTex Fitness, LLC
Shaan Duke
Mike & Becky Dyson
Cliff Vandiver
Cliff Vandiver
CI iff Vandiver
VANZIM, LLC
RA V Fitness, LLC
44200 Highway 445
Robert, LA 70455-1990
1411 Eagle Dr
Ruston, LA 71270
5505 Cameron Street
Scott, LA 70583
6205 W Port Ave
Shreveport, LA 71129
225-744-3002
985-542-5744
318-255-1200
337-706-8221
318-603-1348
5795 North Market
Shreveport, LA 71107
318-965-7700
10767 Sunrise Pt
Shreveport, LA 71106-9345
318-677 -2600
Projected to Open
Shreveport, LA
10767 Sunrise Pt
Shreveport, LA 71106-9345
985-246-9749
Projected to Open
Shreveport, LA
9250 Ellerbe Road
Shreveport, LA 711 06
2020 Hwy 190 West Ste 105
Slidell, LA 70460
318-677-2600
985-649-7773
2040 Gause Blvd
TR Fitness, LLC Suite 6 985-649-1511
Slidell, LA 70461
Harris Brothers Fitness, 31545 Hwy22
LLC Springfield, LA 70462
Anytime Fit of 127 Laura Drive
Thibodaux, LLC Thibodaux, LA 70301
Clay Faucheaux
JT's Fitness, LLC
JT's Fitness, LLC
JT's Fitness LLC
Sherel J. Pizzolato
Ben and Jon Kelly
225-202-6865
985-447-7770
147 Ashton
Projected to Open
985-209-4332
Thibodaux, LA 70301 Houma, LA
17248 Riverside Lane
Projected to Open
985-507-0286
Tickflaw, LA 70466 Kentwood, LA
17248 Riverside Lane
Projected to Open
985-507-0286
Tickflaw, LA 70466 Loranger, LA
17248 Riverside Lane
Projected to Open
985-507-0286
Tickflaw, LA 70466 Ponchatoula, LA
16374 Wild Oak Dr
Projected to Open
985-969-5360
Tickfaw, LA 70466-2536 TBD,LA
4012 Carter Street
Vidalia, LA 71313
318.336.7595
Kimberly Baggett & 13439 S. Trace
Projected to Open
225-938-0741
Kenneth Hallaran Walker, LA 70785 St Francisville, LA
GYMTRAKS, LLC
Ultimate Secret, LLC
28799 Walker South Road
Walker, LA 70785
225-664-4700
2826 Grand Prairie Highway
Washington, LA 70589
337-945-6818
Projected to Open
Jennings, LA

Name Address Telephone
Ultimate Secret, LLC
2826 Grand Prairie Highway
Washington, LA 70589
337-945-6818
Projected to Open
Ville Platte, LA
Bodie, LLC
209 Claiborn St.
West Monroe, LA 71291
318-237-1884
Proj ected to Open
Natchitoches, LA
FIT Investments, LLC
5500 Cypress St. Ste. 5
West Monroe, LA 71291
318-396-9128
FIT Investments, LLC
2419 North Seventh Street
West Monroe, LA 71291
318-396-6966
Northern Fitness, LLC
1206 Puckett Lake Road
West Monroe, LA 71292
225-573-6187
Projected to Open
TBD,LA
John Pilette & Julia Jill
Chaney
118 Nicole Drive
Youngsville, LA 70592
337-856-9171
Projected to Open
Abbeville, LA
Three Monkeys Fitness,
LLC
3215 E. Milton Avenue
Suite 4
Youngsville, LA 70592
337-857-5060
Three Monkeys Fitness, 109 Weeks Drive
Projected to Open
337-856-1711
LLC Youngsville, LA 70592 Breaux Bridge, LA
Three Monkeys Fitness, 109 Weeks Drive
Projected to Open
LLC
337-781-0013
Youngsville, LA 70592 Carencro, LA
Three Monkeys Fitness, 109 Weeks Drive
Projected to Open
337-856-1711
LLC LA 70592 New Iberia, LA
6363 Main Street
Anytimefit LA, LLC Amazon Plaza, Suite L 225.654.5577
Zachary, LA 70791
Anytimefit LA, LLC
Massach usetts
2614 South Turnberry Ave
Projected to Open
225-654-5577
LA 70791 LA
New England Gyms, Inc.
501 Nagog Park
MAOI720
978-263-4101
Community Wellness
LLC
200 Silver St
MA 01001
413-786-7800
Community Wellness
Professionals, LLC
124 Corey Colonial
Agawam, MA 01001
413-454-7170
Proj ected to Open
Westfield, MA
T & J Corporation
390 Southbridge St
MA 01501
508-407 -8440
The Belchertown Fitness
Center, INC.
35 Turkey Hill Rd Rt 21
Suite 101
MA 01007
413-323-7150
Matthew Gulino
E.R. Buck Chair 300A High St
Company, Inc. Clinton, MA 01510
Fournier Health & 20 Andrews Parkway
Fitness, Inc. Devens, MA 01434
L & K Fitness, LLC
690 Depot Street
MA 02356
48 Overlook Drive
Projected to Open
508-654-6093
Bellingham, MA 02019 Attleboro, MA
978-612-0022
978.772.0722
508.230.8900

Name Address Telephone
M & G Enterprise, LLC
7 Evergreen Lane
Fiskdale, MA 01518
508347-7668
Projected to Open
TBD,MA
M & G Enterprise, LLC
100 Worcester Street
Grafton, MA 01536
508.839.0084
N/A
501 Main St
Groton, MA 01450
978-448-6720
Jake Pylant
187 Summer St
Kingston, MA 02364-1247
781-585-0444
Medway Fitness, Inc.
106D Main Street
Medway, MA 02053
508-533-3100
JGMM,LLC
14 Pine Ridge Drive
Oxford, MA 01540
774-272-2863
Projected to Open
Webster, MA
SR Fitness, INC.
13 8 Industrial Park Rd.
Plymouth, MA 02360
508-747-7677
26 Newburyport Turnpike
Gene Carli Units # 2&3, Building #1 978-948-8700
Rowley, MA 01969
LN. Fit, Inc.
Maryland
3C Lopez Road
Wilmington, MA 01887
978-284-6500
Rewards
Fitness, LLC
& 9608 Parkwood Drive
MD20814
301-661-3630
Projected to Open
MD
Brunswick Fitness, LLC
721 W Potomac St
Brunswick, MD 21716-1042
301-834-5100
Optimum Fitness, LLC
9130 Piscataway RD
Clinton, MD 20735
301-868-4560
Tauseef Rehman
9130 Piscataway RD
Clinton, MD 20735
301-868-4560
Projected to Open
TBD,MD
Derwolfe, LLC
1309 Marquis Court
Fallston, MD 21047
443-621-0333
Projected to Open
TBD,MD
Care Fitness, LLC
1 Newport Dr
Forest MD 21050-1643
410-838-2122
D & D Fitness, LLC
11205 John F Kennedy Drive
Hagerstown, MD 21742
240.625.9474
Robert Shives
11800 Jasmine Court
Hagerstown, MD 21740
301-223-7187
Projected to Open
TBD,MD
David & Crystal
Spranger
24655 Jones Rd
Mechanicsville, MD 20659- 240-434- 8746
Projected to Open
Lusby,MD
John Fisher
16630 Bahner Ct
Mt Airy, MD 21771
410-285-8200
Projected to Open
Chester, MD
John Fisher
16630 Bahner Ct
Mt MD21771
410-285-8200
Projected to Open
Easton, MD
John Fisher
16630 Bahner Ct
Mt Airy, MD 21771
410-285-8200
Proj ected to Open
Salisbury, MD
Makey Fitness, LLC
5009 Honeygo Center Drive
Perry Hall, MD 21128
410-529-3020

Name Address Telephone
NK Fitness, Inc.
9725 Traville Gateway Drive
Rockville, MD 20850
240-432-8889
Makey Fitness, LLC
7516 Lhirondelle Club Road
Ruxton, MD 21204
410-419-0069
Projected to Open
Annapolis, MD
Makey Fitness, LLC
7516 Lhirondelle Club Road
Ruxton, MD 21204
410-419-0069
Projected to Open
Westminster, MD
George Puvel
13946 Jimtown Rd.
Thunnont, MD 21788
301-676-5585
Projected to Open
Mount Airy, MD
George Puvel
13946 Jimtown Rd.
Thunnont, MD 21788
301-676-5585
Projected to Open
Thunnont, MD
RW Fletcher, Inc.
1735 Abbey Oak Drive
Vienna, VA 22182
703-255-5035
Projected to Open
Frederick, MD
Urbana Fitness, LLC
1735 Abbey Oak Drive
Vienna, V A 22182
703-255-5035
Projected to Open
Urbana,MD
Michigan
Dave and Trish Kummer
Dave and Trish Kummer
Jay & Beau Radloff
Mike O'Neill
403 16th Ave
Grinnell, IA 50112
403 16th Ave
Grinnell, IA 50112
3144 12 Mile Rd
Berkley, MI 48072
23796 West Road
Brownstown Twnsp, MI 48183
Kimberly and James Lee
2101 Plett Road
Cadillac, MI 49601
Freedom Fitness, LLC
7725 Haverhill Lane
Canton, MI 48187
Freedom Fitness, LLC
7725 Haverhill Lane
Canton, MI 48187
Park-Stewart Company 1030 S. Main St.
LLC ' Chelsea, MI 48118
Ken Konieczka
618 North State Rd
Davison, MI 48423
Aaron Ford
3230 Silver Lake Road
Fenton, MI 48430
Michael O'Neill
Brian Moore
Christine Vitale
Christopher Gall &
Montgomery
McClelland
Brett Boyd
24619 Gibraltar Road
Flat Rock, l\.1l 48134
2133 S. Linden Road
Flint, MI 48532
32577 Garfield Road
Fraser, MI 48026
10293 S Saginaw Rd
Grand Blanc, MI 48439
49 Carleton Rd E
MI 49242
515-473-0419
*515-473-0419
248-629-7745
734-675-2447
231-846-2027
734-674-1105
734-674-1105
734-433-3333
810-653-1981
810-629-6574
734-782-3482
810-230-0000
586.285.1404
810-694-6003
517-439-2407
Projected to Open
Coldwater, MI
Projected to Open
Sturgis, MI
Projected to Open
Berkley, MI
Projected to Open
Farmington, MI
Projected to Open
Northville, MI

Name Address Telephone
977 Butternut Drive
Brian Waite Suite 16 616-796-8700
FIF, Inc.
Brian Waite
Semper Fit, LLC
Jay Radloff
Boshaw, Inc.
David J. Dusseau
Mike O'Neill
Christine Vitale
David Dusseau
David 1. Dusseau
MVP Fitness, LLC
1812 Old US 23
MI48843
6980 Stadium Drive
MI 49009
7300 Secor Road, Suite 4B
MI 48144
32340 North Campbell Road
Madison MI48071
1182 Gratiot Ave
MI48040
530 Highland Ave
MI 48381-1516
1267 North Telegraph Rd
MI 48162
186 South Washington
MI 48371
9500 Chilson Circle
MI 48169
810-632-0022
269-365-9855
734-568-6000
248-588-1020
810-364-4882
248-685-8373
734-242-4247
248-969-3600
866-780-0227
4084 Queensland Way
Projected to Open
734-954-0881
Pinckney, MI 48169 Brighton, MI
5169 Northland NE
Plainfield MI 49525
Suzanne, Paul, & Sheryl 41424 Ann Arbor Road East
Cox MI48170
Tim Radabaugh
283 W Centre Ave.
MI 49024
49045 Van Dyke Ave
MI48317
Suzanne, 57066 10 Mile Rd
South MI 48178
616-364-3100
734-254-9191
269-270-3165
586-803-3534
248-486-9600
l332 Hilltop Road
Brian Waite Suite C 269-982-4022
st. Joseph, MI 49085
Brian Waite
Christine Vitale
FIF, Inc.
Lift Fitness, LLC
Katherine Meek
1388 Stone Creek Ct.
Projected to Open
269-759-9754
St. Joseph, MI 49085 Kalamazoo, MI
30110 Harper Ave
St.Clair Shores, MI 48082
586-415-9662
43333 Hoptree Dr
Sterling Heights, MI 48314-
810-632-0022
Projected to Open
Howell, MI
38254 Brook Drive
Proj ected to Open
586-360-9057
Sterling Heights, MI 48312 Clinton Township, MI
5625 Cleveland Ave
Stevensville, MI 49127
269-429-1222
4000 Eastern Sky Drive
KBH Fitness, LLC Suite 2 231.922.7700
Traverse MI49684

Name Address Telephone
FIF, Inc.
65929-41 VanDyke Rd
Washington, MI 48095
586-336-7700
Projected to Open
Washington, MI
Freedom Fitness, LLC
Reed Recreation, Inc.
Reed Recreation, Inc.
Kimberly and James Lee
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
Minnesota
Lisa and Daniel Kuecker
Lisa and Daniel Kuecker
Fitness Pays, LLC
TKS Properties MN,
LLC
761 SWayne Rd
Westland, MI 48186-4364
734-326-1550
9591 N Shore Tr.
Projected to Open
612-860-1089
Forest Lake, MN 55025 Grand Haven, MI
9591 N Shore Tr.
Projected to Open
612-860-1089
Forest Lake, MN 55025 Norton Shores, MI
3703 Centennial Drive NW
Projected to Open
320-763-7493
Garfield, MN 56332 TBD,MI
400 N Richmond St, #214
Projected to Open
715-732-4888
Appleton, WI 54911-4642 Escanaba, MI
400 N Richmond St, #214
Projected to Open
715-732-4888
Appleton, WI 54911-4642 Iron Mountain, MI
400 N Richmond St, #214
Projected to Open
715-732-4888
Appleton, WI 54911-4642 Marquette, MI
35202 3rd Avenue
Projected to Open
985-789-5473
Fort Gordon, GA 30905 Windom,MN
35202 3rd Avenue
Proj ected to Open
985-789-5473
Fort Gordon, GA 30905 Worthington, MN
2510 Bridge Ave
Albert Lea, MN 56007
507-377-8451
11011 61st St. NE
Suite 120 763-424-4435
Albertville, MN 55301
Elite Fitness Enterprises
410 30th Ave. E.
Ste.205
MN 56308
320-763-8989
VT Gibbs Investments,
LLC
6520 150th St West
Suite 100 952-432-0100
Nathan Appleby
A.J.S. of Austin, INC.
Dave Grueneich
3557 North Lexington Ave
Arden MN 55126
202 4th Ave NE
MN 55912
602 Front St North
MN 56514
Jeremy & Keri Pollock, 13495 Elder Drive, #160
& Jane Pollock MN 56425
Jason Suchecki
Northern Fitness Group
Ste4
MN 55308-8865
1710 Paul Bunyan Drive NW
MN 56601
651-490-3348
507-437-2921
218-354-7155
218-454-2000
763-262-2333
218-444-5529
804 Paul Bunyan Drive S
Northern Fitness Group Midway Shopping Center 218-444-5529
Bemidji, MN 56601

Name Address Telephone
Cory Podany
Jason Suchecki
Daryl Horak
Jeremy & Keri Pollock
Edinburgh Fitness, LLC
2601 226th Lane NW
Projected to Open
7635678797
Bethel, MN 55005 Andover,MN
570 Humboldt Drive
Big Lake, MN 55309
5107 West 98th Street
Bloomington, MN 55437
411 8th Ave NE
Brainerd, MN 56401-2806
1460 85th Ave N
Brooklyn Park, MN 55444
763-263-1300
952-303-3864
218-828-0909
763-503-1700
610 Crossroads Campus Drive
Maximum Fitness, Inc. Ste 101 763-682-9999
Buffalo, MN 55313
12700 Nicollet Ave
Lon Anderson 121A 952-882-0600
MN 55306
1001 1st Ave NE
Eric Keller Suite 150 763-552-2348
MN 55008
11350 Aquila Dr
WNW Enterprises, Ltd Suite 915 763-422-9236
Champlin, MN 55316
V02Max,LLC
Jocko Enterprises, Inc.
Jinell Abernethy
Haute Monde, LLC
Cory Podany
Jared & Amy Biscoe
NJoy, Inc.
TKE Total Fitness, LLC
3628 Hickory Ln
Projected to Open
952-233-2512
Chanhassen, MN 55331 Prior Lake, MN
11183 Lake Blvd
Chisago City, MN 50013
910 SR-33 South
Cloquet, MN 55720
925 45th Ave NE
Columbia Heights, MN 55421
3017 Coon Rapids Blvd.
Coon Rapids, MN 55433
651-257-1901
218-724-4327
763-571-7599
763-421-7771
9417 Hallmark Ave. S
Projected to Open
651-755-0638
Cottage Grove, MN 55016 Rosemount, MN
6190 Hedgecroft Ave.
Projected to Open
651-308-5556
Cottage Grove, MN 55016 South St. Paul, MN
7750 Harkness Ave South
Cottage Grove, MN 55016
Northland Enterprises, 2115 Shalstrom Drive
Inc. Crookston, MN 56716
Michelle & Ronald 35756 Allen
Schmidt Cross Lake, MN 56442
Michelle & Ronald 24400 Smiley Rd North
Schmidt Cross Lake, MN 56442
KCLR Enterprises, Inc.
321 Willow Bend
Crystal, MN 55428
Tim Teragawa & Ryan 1647 Hwy 10 West
Davis Detroit Lakes, MN 56501
651-769-1311
218-281-1123
218-692-1111
218-961-1111
763-531-9200
218-844-5656

Name Address Telephone
J Abernethy, LLC
215 N Central Ave
MN 55807-2404
Jinell Abernethy
1215 East Superior Street
MN 55802
218-724-6653
VT Gibbs Investments,
LLC
1985 Silver Bell Rd
MN 55122
651-686-4667
Debra Breedlove &
Debra Griffith
7942 Mitchell Road
Eden MN 55344
952.562.8702
Pyramid Fitness Group,
LLC
18130 Zane St. NW
Elk River, MN 55330
321 Main Street
763-633-4999
Rosachta, LLC Suite 104
Elko-New Market, MN 55054
Five Lakes Centre
952-461-5554
NJoy,lnc. 308 S. State St. Bay
Fairmont, MN 56031
507-235-5055
Success Clubs LLC
1620 17th Street NW
MN 55021
507-331-3434
K1vfH Enterprises, LLC
20700 Chippendale Ave W
MN 55024
651-344-9999
Health Skills Holdings,
LLC
120112 West Cavour Ave
MN 56537
218-998-4424
Jocko Enterprises, Inc.
1432 SLake St
Forest MN 55025
651-982-4583
Reed Recreation, Inc.
9591 N Shore Tr.
Forest MN 55025
612-860-1089
Projected to Open
MN
Mona & Peter Nelson
2566 11 Oth St.
MN 56542
218-435-1550
Projected to Open
MN
Kimberly and James Lee
3703 Centennial Drive NW
MN 56332
320-763-7493
Proj ected to Open
MN
Lynn and DeAnn Woods
112 5th Street
MN 55334
507-237-3700
TruForm Fitness, Inc.
715 Florida Avenue South
Golden Valley, MN 55426
1200 South Pokegama
651-470-3177
Projected to Open
TBD,MN
Geiger Enterprises, LLC Suite 40 218-326-4446
Grand MN 55744
Steve and Sherry
Johnson
l321 Andover Blvd NE
Ham MN 55304
763-4l3-9348
Tony & LaRoyce
Nicholson
1 0 1 East 10th Street Ste 120
MN 55033
651-438-8818
J Abernethy, LLC
4865 Miller Trunk Highway
Hermantown, MN 55811
218-722-5930
990 West 41 Street
Northern Fitness Group Suite 63 218-263-8200
Hibbing, MN 55746
Greg Pearce
525 S Grade Rd SW
Hutchinson, MN 55350
320-587-6900

Name Address
9070 Buchannan Trail
Telephone
Cascades, LLC Inver Grove Heights, MN
55076
651-455-8100
Fitness Ventures ofMN,
Inc.
120 E. Cty. Rd. 5
MN 55040
763-444-6344
Ryan Berres
115 South Broadway
MN 55352
952.492.3232
Bio Dynamics Personal
Fitness Training, Inc.
Lonn Anderson
Ryan Berres
1215 North 7th Street
Suite 101 651-345-4401
Lake City, MN 55041
20190 Heritage Dr
Lakeville, MN 55044
952-985-8888
20015 Hamburg Ave
Lakeville, MN 55044
612-910-6691
Projected to Open
TBD,MN
205 16th St NE
Jeremy & Ken Pollock Suite B 320-616-4700
Little Falls, MN 56345-3389
Colleen Braun
3 W. Main Street
Madelia, MN 56062
507-642-2400
Shane Leininger
1751 North Victory Drive
Mankato, MN 56001
507 -388-7066
Success Clubs LLC
600 S Riverfront Dr
Mankato, MN 56001
507-388-7002
KCLR Enterprises, Inc.
16050 70th Place N
Maple Grove, MN 55311
763-295-9000
Projected to Open
TBD,MN
Lonn Anderson
1640574th Avenue N.
Maple Grove, MN 55311
612-298-4535
Projected to Open
TBD,MN
RJSD Group, LLC
8829 Jefferson Hwy
Maple Grove, MN 55369
763-493-6900
RJSD Group, LLC
16445 CR-30
Maple Grove, MN 55311
763-425-1600
Health Skills Holdings,
LLC
1357 Cope Ave
Maplewood, MN 55109
763-438-7765
Projected to Open
Hugo,MN
Health Skills Holdings,
LLC
1357 Cope Ave
Maplewood, MN 55109
763-438-7765
Projected to Open
TBD,MN
Health Skills LLC-
Maplewood
2950 White Bear Ave
Maplewood, MN 55106
651-770-4040
Calantha McMillan,
George W. Sheets III, &
1666 Village Trail E, Unit #2
Maplewood, MN 55109
612-600-4276
Projected to Open
TBD'MN
Calantha McMillan,
1666 Village Trail E, Unit #2 Projected to Open
George W. Sheets III, & 612-600-4276
Maplewood, MN 55109
TBD,MN
Tabitha K. Bast
KMH South, Inc.
Kenneth & Kristin
Barkow
201 East College Drive
Marshall, MN 56258
507-929-3100
5145 County Road 101
Suite 1010 763-478-8881
MN 55340

Name Address Telephone
Kenneth & Kristin
Barkow
4255 Wild Meadows Drive
Medina, MN 55340
612-559-0010
Projected to Open
Chanhassen, MN
Kenneth & Kristin 4255 Wild Meadows Drive
Projected to Open
612-559-0010
Barkow Medina, MN 55340 Chaska, MN
Kenneth & Kristin 4255 Wild Meadows Drive
Projected to Open
763-478-8881
Barkow MN 55340 MN
CV Health MH, Inc.
698 Highway 110
Mendota MN 55118
651-687-0444
Square Bearing, LLC
2929 University Ave SE
MN 55414
612-455-4100
Square Bearing, LLC
5309-25 Lyndale Ave S
MN 55419
Ford Centre, 420 N 5th St.,
612-823-3120
TruForm Fitness, Inc. Suite 200
MN 55401
612-339-6655
Theobald Investment
Inc.
11064 Cedar Lake Rd.
MN 55305
952-545-1000
KCLR Enterprises, Inc.
4081 Cedar St
Monticello, MN 55362
763-295-9000
24 Fitness, LLC
2901 S Frontage Road
Moorhead, MN 56560
218-227-0010
John & Pam Haase
901 Forest Ave E
MN 55051-1617
320-679-6970
Lake Minnestonka
LLC
2161 Commerce Blvd
MN 55364
952-491-5200
It's All Good, Inc.
2541 West County Road 10
Mounds MN 55112
763-786-2244
Ford & Michael
Johansen
Jill Augustin
Jill Augustin
Eric Keller
221 Chalupsky Ave SE
Projected to Open
952-758-9165
New Prague, MN 56071 New Prague, MN
512 1 st Street South
New VIm, MN 56073
507-354-0700
101 N. German St., Suite 133
New VIm, MN 56073
507-276-2973
Projected to Open
Kasson,MN
38873 14th Ave
North Branch, MN 55056
651-674-0580
Success Clubs LLC
2004 Jeffereson Rd
Suite F
Northfield, MN 55057
507-650-0010
NJoy, Inc.
1019 Helmo Ave North
Oakdale, MN 55128
651-702-6500
Jeff Winter
2360 West Wayzata Blvd
Orono, MN 55356
952-404-7200
24 Fitness, LLC
209 Oxbow Circle
Oxbow, ND 58047
1100 West Frontage Rd
701-238-8366
Projected to Open
Moorhead, MN
TNT Fitness Corp Suite 150
Owatonna, MN 55060
507-451-0144

Name Address Telephone
TNT Fitness Corp
229 Oakwood Lane
Proj ected to Open
507-456-8587
Owatonna, MN 55060 Waseca, MN
Scott & Carrie Parks
200 Gilbert Ave.
Park Rapids, MN 56470
2182373737
Kent Johansen, Shelly
Ford and Michael
Johansen
507 8th Ave SE
Pipestone, MN 56164
507-562-4500
Zeenath Greichunos and
Jonathan Watters
13 826 52nd Ave N
Plymouth, MN 55446-1628
612-669-9970
Projected to Open
Minneapolis, MN
Michael Marie, LLC
2025 2nd Ave North
Princeton, MN 55371
763-389-1661
7876 Sunwood Drive NW
Cory Podany Suite 100A 763-712-3445
Ramsey, MN 55303
A2 Fitness, INC.
1300 Salem Rd SW
Rochester, MN 55902
Pyramid Fitness Group, 14142 Northdale Blvd.
LLC Rogers, MN 55374
NJoy, Inc.
Elite Fitness Enterprises
1686 Lexington Avenue N
Roseville, MN 55113
225 2nd Avenue North
Sauk Rapids, MN 56379
Jody Erickson, Bruce 14233 O'Connel Court
Kleeberger & Stephen Savage, MN 55378
a
1
RRS Companies, LLC
Colleen Braun
1206 Shakopee Town Square
Shakopee, MN 55379
220 East Maple
Springfield, MN 56087
507-280-0444
763-428-1799
651.489.3600
320-230-8484
952-226-2004
952-233-8155
507- 723-8199
Kody Enterprises of 23212 St Francis Blvd
MN,LLC,aMN Suite 900 763-753-3399
Company St Francis, MN 55070
Jill Augustin
Rosachta, LLC
512 First Ave So.
St. James, MN 56081
Chris Heine & Roger 226 Spring St
Heine St Paul, MN 55102
Health Skills Holdings, 2501 West 7th Street
LLC St. Paul, MN 55116
Grand Fitness, LLC
RRS Companies, LLC
Jason Wittwer
Jason Wittwer
507-375-3755
439 Cottonwood Ave NW
Projected to Open
612-201-9547
St. Michael, MN 55376 Litchfield, MN
651-292-1707
651-789-1010
1059 Grand Ave
Projected to Open
651-340-2811
St. Paul, MN 55106 st. Paul, MN
429 Banfil St
Projected to Open
651-270-4874
St Paul, MN 55102-2901 TBD,MN
202 Hazel Street N
Projected to Open
651-210-6732
St. Paul, MN 55119 TBD,MN
202 Hazel Street N
Projected to Open
651-210-6732
St. Paul, MN 55119 TBD,MN

Name
Miranda Hills
Miranda Hills
Missouri
Dave and Trish Kummer
John Rabalais
Lepper Enterprises, INC.
Christina McDowell
Matty Gray Fitness, Inc.
Colin Reilly, John Reilly
& John Rabalais
AF Missouri Fitness
AF Missouri Fitness
Bill Konyha
Shockley Fitness, LLC
Kalfit Enterprises, LLC
AF Missouri, LLC
AF Missouri Fitness
Shockley Fitness, LLC
H Investments, LLC
H Investments, LLC
Ultimate Health and
Fitness, LLC
Ultimate Health and
Fitness, LLC
Doug Page
JWS Fitness, LLC
Ultimate Health and
J:,';h-,,,,.,., LLC
Address
26563 Woodlands Pkwy
Zimmerman, MN 55398
26563 Woodlands Pkwy
Zimmerman, MN 55398
403 16th Ave
Grinnell, IA 50112
906 S. New Hampshire
Covington, LA 70433
1621 S. 7 Hwy
Blue Springs, MO 64014
554 Gretna Rd.
Branson, MO 65616
522 SR-5
Camdenton, MO 65020
1131 North Kings Highway
Cape Girardeau, MO 63701
2101 Corona Rd Suite 103
MO 65203
3200 Penn Terrace, Ste 117
MO 65202
Brett Drive
Dardenne MO 63368
225 North Jesse James
Excelsior MO 64024
1177 ,,-,1g.VV1"
705 Regency Cove Drive
Four MO 65049
705 Regency Cove Drive
Four MO 65049
643 West Hwy 92
MO 64060
4103 NW 78th Street
Kansas MO 64151
4 103 NW 78th Street
Kansas MO 64151
8016 NW Mace Rd
Kansas City, MO 64152
8016 NW Mace Rd
Kansas City, MO 64152
833 Howard Drive
MO 65536
316 NE 291 Hwy
Lee's MO 64086
1540 NE 96th St
MO 64068
Telephone
763-245-2430
763-245-2430
515-473-0419
816-224-8038
417-239-0078
573-346-9911
573-332-0023
573.777.7024
573.886.7024
985-789-2732
816-630-6200
636.326.4004
573.424.9331
573.424.9331
816-903-1300
816.331.5040
816.331.5040
816-935-9175
816-935-9175
417-991-2525
816-246-8333
816-781-0017
Projected to Open
TBD,MN
Projected to Open
TBD,MN
Projected to Open
Chillicothe, MO
Projected to Open
Farmington, MO
Projected to Open
MO
Projected to Open
MO
Projected to Open
MO
Projected to Open
MO
Projected to Open
TBD,MO
Projected to Open
TBD,MO

Name Address Telephone
Lyon Fitness, Inc.
1116 Grenadier Ln
Manchester, MO 63021
636-527-6470
Projected to Open
Manchester, MO
Tommy Sims & Shawn
Gaffney
PO Box 74260
Metairie, LA 70033
314.766.7085
Projected to Open
O'Fallon, MO
Mary Beth Otten
214 Immanuel Avenue
New Haven, MO 63068
573-237-2500
Monte and Shawn
Pearce
916 North Main Street Box
806, Suites 4-6
MO 65714
417-724-8990
Matty Gray Fitness, Inc.
1075 Passover Rd
MO 65065
573-348-6699
Byron Bauer
1508 West State Hwy J
MO 65721
417-581-1404
H Investments, LLC
913 West Foxwood Dr.
MO 64083
816.331.5040
Monte and Shawn
Pearce
581 E Elm St
MO 65738-1317
417.732.5999
Monte & Shawn Pearce
977 Gaslight Drive
Springfield, MO 65810
417-724-8990
Projected to Open
Springfield, MO
Monte & Shawn Pearce
977 Gaslight Drive
Springfield, MO 65810
417-724-8990
Projected to Open
Springfield, MO
Kalfit Enterprises, LLC
2444 Remington Lane
St. Louis, MO 63144
314.961.8673
Projected to Open
Imperial, MO
Prairie View Fitness,
LLC
1213 N Belt Hwy
Suite E
St MO 64506-2411
816-232-1315
BFF,LLC
7517 Mexico Rd.
St. MO 63376
Edwin & Gary Van 110 Union Plaza Drive
Weelden & Laurie Bolen MO 63084
Matty Gray Fitness, Inc.
Mississippi
609 East Young Street
Warrensburg, MO 64093
636- 387-7777
636-744-5117
660-747-2601
Gulf Coast Fitness, LLC
10570 Potter Tract Rd
Grand Bay, AL 36541
251-639-3556
Projected to Open
Pascagoula, MS
Kenny Knaps
10236 Amelia lane
Hammond LA 70403
985-969-2692
Projected to Open
Gulfport, MS
Jenny & Karl Mapes
10684 Kellie Drive
Hammond, LA 70401
225-567-2064
Projected to Open
Magee,MS
LEANFIRE FITNESS 1,
LLC
111 Leighton Loop
Houma, LA 70360
985-851-0870
Projected to Open
Diamondhead, MS
Joe Zimmerman & Jason
King
323 Winchester Circle
Mandeville, LA 70448
985-727-4887
Projected to Open
Gulfport, MS
Patricia Ruth
1408 Royal Palm Dr.
Slidell, LA 70458
985-502-4000
Projected to Open
Long Beach, MS
Patricia Ruth
1408 Royal Palm Dr.
Slidell, LA 70458
985-502-4000
Projected to Open
Waveland, MS

Name Address Telephone
Kenny Stubblefield
60381 Cotton Gin Port Rd
Amory, MS 38821
662-257-6330
David Roberts & Justin 901 Lakeland Place
Siverd Brandon, MS 39047
David Roberts & Justin 2155 SR18
Siverd Brandon, MS 39042
Anytime Byram, LLC
Nielco Fitness, Inc.
Biloxi Fitness Partners,
LLC
Hattiesburg Fitness
Partners, LLC
Roderick Moore
5750 I-55 South
Byram, MS 39272
601.992.3488
601-946-8601
601-371-8499
711 Clinton Parkway
Clinton, MS 39056
11516 Lamey Bridge Road
601-488-4432
Projected to Open
Clinton, MS
Suite B
39540
6142 Hwy98
228-354-9191
Suite 30
MS 39402
601-264-5959
218 Balboa Drive
Projected to Open
601-297-1055
Hattiesburg, MS 39042 Pickens, MS
Matthew Lord
4924 I-55 North
Suite 107
MS
219 Garden Park Drive
601-608-8043
Lenny Ross Suite 400
Madison, MS 39110
601-853-7676
Fitness Systems of 4900 Poplar Springs
Mississippi I, LLC Meridian, MS 39305
Ben & Chrystal Coleman
Ben & Chrystal Coleman
220 Starlyn Avenue
New Albany, MS 38652
Nikolas McWhirter & 1529 Bienville Blvd
Blake Canton Ocean Springs, MS 39564
601-484-7272
662-534-4009
Projected to Open
Jackson, MS
1030 Hickory Ridge Dr.
Projected to Open
662-316-7720
New Albany, MS 38652 Batesville, MS
228-872-3922
8230 Camp Creek Blvd, Suite
Camp Fitness, LLC 114-116 662-893-3355
Olive Branch, MS 38654
David Roberts & Justin 2130 Jackson Ave W
Siverd MS 38655
Elite Fitness Training, 628 South Pearson Road
LLC MS 39208
R and S Fitness, LLC
410 Hwy42
MS 39465
Twenty Four Seven 1417 Armand Drive
LLC MS 39466
662.259.2296
601-664-0330
601-545-7777
601-749-3443
655 Hwy 49 South
Anytime Richland, LLC Suite G 601-933-1945
MS 39218
C & R Businesses, LLC
6718 Old Canton Road
MS 39157
601-977-0445

Name Address Telephone
Fitness Partners
Incoporated
PO Box 1132
Tupelo, MS 38801-1132
888-572-2847
Projected to Open
Columbus, MS
Fitness Partners PO Box 1132
Projected to Open
888-572-2847
Incoporated Tupelo, MS 38801-1132 Starkville, MS
Tupelo Fitness, Inc.
2421 West Main Street
Tupelo, MS 38801
662-844-1235
Fitness Partners PO Box 1132
Projected to Open
888-572-2847
Incoporated Tupelo, MS 38801-1132 Laurel, MS
Blue Fish Fitness, LLC
Montana
West-Am Fitness, Inc.
2201 Hwy49
Wiggins, MS 39577
1509 Main St.
Billings, MT 59105
985-789-5473
406-839-9060
2702 Montana Ave
West-Am Fitness, Inc. Suite BOI 406-294-0170
Billings, MT 59101-2301
Iron Tech, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, LLC
West-Am Fitness, LLC
West-Am Fitness, LLC
West-Am Fitness, LLC
West-Am Fitness, LLC
West-Am Fitness, LLC
West-Am Fitness, LLC
605 Wester Custer Avenue
Helena, MT 59601
406-442-4249
3 148 Manitoba Lane
Bismarck, ND 58502
701-224-9202
Projected to Open
Belgrade, MT
3 148 Manitoba Lane
Bismarck, ND 58502
406-839-2075
Projected to Open
Billings, MT
3148 Manitoba Lane
Bismarck, ND 58502
701-224-9202
Projected to Open
Bozeman, MT
3148 Manitoba Lane
Bismarck, ND 58502
701-224-9202
Projected to Open
Miles City, MT
3148 Manitoba Lane
Bismarck, ND 58502
701-224-9202
Projected to Open
Missoula, MT
3 148 Manitoba Lane
Bismarck, ND 58502
701-224-9202
Projected to Open
TBD,MT
3148 Manitoba Lane
Bismarck, ND 58502
701-224-9202
Projected to Open
TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD,MT

Name Address Telephone
West-Am Fitness, LLC
3148 Manitoba Lane
ND 58502
701-224-9202
Projected to Open
MT
North Carolina
Pete Longo, Wes 805 Patton Avenue
Cannon & Scott Cannon Asheville, NC 28806
Fleming Investment 2980 Kildaire Farm Rd
Group, INC Cary, NC 27518-8965
(828) 505-3715
919-387-7077
11930 Providence Road W
American Wellness, Inc. Suite C-2 704-542-1988
Charlotte, NC 28277
9856 Gilead Rd
American Wellness, Inc. Suite 101 704-948-8988
Huntersville, NC 28078
American Wellness Inc.
15040 Idlewild Rd
NC 28104
704.882.1707
2121 T.W. Alexander Drive
American Wellness, Inc. Suite 115 919-957 -0000
Raleigh, NC 27560
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Apex,NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Arden, NC
American WeUness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Asheville, NC
Pete Longo, Wes
Cannon & Scott Cannon
15 Lanvale Ave
Asheville, NC 28806-2613
828-505-3715
Projected to Open
Asheville, NC
American Well ness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Boone, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Burlington, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Charlotte, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Charlotte, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Charlotte, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Gastonia, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Goldsboro, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Hickory, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Holly Springs, NC
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
704.735.8828
Projected to Open
Lincolnton, NC

Name Address Telephone
American Wellness, Inc.
11550 Common Oaks Drive
Raleigh, NC 27614
919-488-7213
Projected to Open
Mebane,NC
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 Mooresville, NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 Morrisville, NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 Raleigh, NC
11550 Common Oaks Drive
Proj ected to Open
919-488-7213
Raleigh, NC 27614 Salisbury, NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 Shelby, NC
American Wellmess, 11550 Common Oaks Drive
Projected to Open
919-488-7213
Inc. Raleigh, NC 27614 TBD,NC
American Wellness Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
American Wellness, Inc.
C.H.A.R.T. Fitness, LLC
North Dakota
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 TBD,NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 Wake Forest, NC
11550 Common Oaks Drive
Projected to Open
919-488-7213
Raleigh, NC 27614 Wesley Chapel, NC
Hillsboro St & W Winston St
Projected to Open
919.554.4562
Youngsville, NC Youngsville, NC
248 Bonner Blvd.
Projected to Open
336.655.6522
New Braunfels, TX 78130 Thomasville, NC

Name Address Telephone
24 Fitness, LLC
141 Ivy Ave
Bismarck, ND 58504
701-258-6532
DSJ Enterprises LLC
Stacy Kuntz
West-Am Fitness, Inc.
24 Fitness, LLC
24 Fitness, LLC
2945 North 11th St
Bismark, ND 58503
310 Hwy 2 East
Devils Lake, ND 58301
269 16th Street West
Dickinson, ND 58601
1100 19th Ave N
Fargo, ND 58102
1801 45th St S
Fargo, ND 58103
Northland Enterprises, 3750 32nd Ave South
Inc. Grand Forks, ND 58201
701-258-7740
701-662-3411
701-483-9747
701-239-1781
701-277-5040
701-772-0208
408 1st Street NW
24 Fitness, LLC Suite B 701-663-8209
Mandan, ND 58554
24 Fitness, LLC
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
Fargo, ND
24 Fitness, LLC
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
TBD,ND
24 Fitness, LLC
209 Oxbow Circle
Oxbow, ND 58047
701-238-8366
Projected to Open
TBD,ND
Carmen M. Buckmeier
272 Highway 2 SW
ND 58368
1542 16th St. West
701-776-6683
West-Am Fitness, Inc. Unit 204
ND 58801
701-774-1935
Nebraska
2317 N 6th St.
JAAM, Enterprises, Inc. #10 402-228-2277
Beatrice, NE 68310
701 Galvin Road S.
Bryan Seibel Suite 112 402-291-1500
Bellevue, NE 68005
114 E 242nd St
Jason Kapke Bay 100 402-564-3488
Columbus, NE 68601
705 East Highway 33
David Peplinski Suite 2 402-826-1935
Crete, NE 68333
Merrill Fitness, LLC
Nichron, LLC
Glenn & Kim Ennen
110 Amick Avenue
Projected to Open
402-984-2255
Doniphan, NE 68832 TBD,NE
2065 Hawks Lane
Projected to Open
402-571-2934
Fort Calhoun, NE 68023 Blair, NE
1108 Wilmont St
Projected to Open
402-719-7139
Fremont, NE 68025 Schuyler, NE

Name Address Telephone
3220 East Elk Lane
Ryan Zink #200 402-727-7919
NE 68025
S & S Fitness, Inc.
2120 N Webb Rd
Grand NE 68803
308-382-4700
11863 South 216th Street
Chad LeRiger Suite 1 402-916-9111
Gretna, NE 68028
3601 Cimarron Plaza
Legacy Fitness, Inc. Suite 105 402-462-5225
NE 68901
5012 3rd Avenue
Merrill Fitness, LLC Suite 150 308-233-5500
Kearney, NE 68845
RZ Fitness of Lexington,
Inc.
210 Frontier Street
Lexington, NE 68850
4131 Pioneer Woods Dr
308-324-3481
David & Arleta Kentopp Suite 106
Lincoln, NE 68506
402-488-7777
7125 South 29th St
David Kentopp Suite C 402-742-7777
Lincoln, NE 68516
4900 N 26th St
Slainte Enterprises, Inc. #106 402-438-7777
Lincoln, NE 68521
2108 Ave
Rosachta, LLC Suite 850 402-371-6600
Norfolk, NE 68701
Merrill Fitness, LLC
Rosachta, LLC
Reno & Associates, Inc.
Ryan Zink
Stu Kolosick
New Hampshire
1121 South 180th Street
Omaha, NE 68130
409 East Douglas
O'Neil, NE 68763
11336 S 96th Street
Papillion, NE 68046
402-934-5488
402-336-2285
402.504.9555
500 Fort St
Projected to Open
402-727-7919
Papillion, NE 68046-3504 TBD,NE
104 NMain St
West Point, NE 68788
402-372-9910
66 Benning Street
Colt Enterprises, Inc. Suite 2 603-298-6770
West Lebanon, NH 03784
New Jersey
Clifford Pietruski
Clifford Pietruski
25 Inverrary Place
Projected to Open
9087708811
Annadale, NJ 08801 South Plainfield, NJ
25 Inverrary Place
Projected to Open
9087708811
Annadale, NJ 08801 TBD,NJ

Name Address Telephone
Clifford Pietruski
25 Inverrary Place
Annadale, NJ 08801
9087708811
Projected to Open
TBD,NJ
Greg Hyslop, Paul 339 Wheaton Ave.
Projected to Open
910-364-6244
Golden & Jayson Frank Bayville, NJ 08721 Jackson, NJ
Neil and Robert Zirin
Carlo Palomino
62K, a New Jersey
Limited Liability
34 Lanes Mill Rd
Brick, NJ 08724
Robert & Jacqueline 850 US 46
JB Lauria, LLC
Bison IBF, LLC
732.202.7702
5 Knight Lane
Projected to Open
973A77-2551
Ewing, NJ 08638 TBD,NJ
4030 Route 37 East
Ortley Beach, NJ 08751
NJ 07054
3000 Route 88
Point NJ 08742
2 John F. Kennedy Boulevard
NJ 08873
Shayne Michaelis, Dean 750 Bloomfield Ave
Ulan & Susan Zartman West NJ 07006
New Mexico
732.854.7052
973-299-2600
732.714.0010
732.448.9200
862.210.8330
Douglas & Deborah 30 Pasa Por Aqui
Projected to Open
575-430-7587
Graham Alamogordo, NM 88310 Alamogordo, NM
Mark Atencio
11500 Menaul Blvd. NE F-2
NM 87120
505.332.3493
9550 Sage Rd. SW
Myriad, Inc. Suite A105 505-821-9850
Albuquerque, NM 87121
Steve Graves
Correa Corp.
Correa Corporation
Correa Corporation
Steve Graves
Myriad, Inc.
Mike Knoll
Mike Knoll
Nevada
7900 Carmel Ave. NE
Albuquerque, NM 87122
115 Roadrunner Way, Ste 4
Las Cruces, NM 88011
505-934-0524
505.521.1001
4381 Chimayo Drive
Projected to Open
575-521-1001
Las Cruces, NM 88011 Las Cruces, NM
4381 Chimayo Drive
Projected to Open
575-521-1001
Las Cruces, NM 88011 Las Cruces, NM
6440 Matamoros Rd NE
Projected to Open
505-934-0524
Rio Rancho, NM 87144 Albuquerque, NM
4405 Jager Drive NE Ste BI
Rio Rancho, NM 87144
720 St Michael's Dr
Santa NM 87505
505-867-3111
505.424.0500
3805 Ricebird Way
Proj ected to Open
702-696-1666
North Las Vegas, NY 89084 Farmington, NM
Michael Hughes and 806 Buchannan Blvd suite #101
Brian Blanchard Boulder City, NY 89005
702A40-3400

Name Address Telephone
1201 Penny Lane
Alex Hilgenberg Suite 120 & 130 775-575-9300
NV 89408
Absolute Health and
Fitness, LLC
3255 St. Rose Parkway
Suites #130, 140, 150 702-586-1500
Henderson, NV 89052
1510 W Horizon Ridge Pky,
ATFONE,LLC Ste 120 702-202-1371
Henderson, NV 89012-3490
72 W Horizon Ridge Pky,
Henry Sawicki, Jr. #110-115 702-564-1054
Henderson, NV 89012-5306
Stephen Benson
Blue Diamond Fitness,
LLC
Desert Fitness Holdings,
LLC
5105 E Sahara Ave
Projected to Open
702-207-0024
Las Vegas, NV 89142 Las Vegas, NV
8180 Blue Diamond Blvd
Suite 150 702-873-2424
Las Vegas, NV 89113
11710 W. Charleston Blvd
Suite 130 702-759-0024
Fort Apache Fitness,
LLC
Ste 212, Las Vegas, NV 89148-
702-434-0240
Health & Fitness USA,
LLC
500 E Windmill Ln, Ste 150
Las NV 89123
702-540-7000
Health & Fitness USA,
LLC
6571 Samba Ave.
Las NV 89139
9436 W Lake Mead Blvd
702-275-6000
Projected to Open
Las NV
KAM-I Holdings LLC Suite 10 7028185311
Las NV 89134
6520 East Lake Mead Blvd
LV Fitness, LLC Suite 107 702-731-2700
Las Vegas, NV 89156
Nevada Fitness
Holdings, LLC
2950 Durango Drive
Suite 120
Las Vegas, NV 89117
702-818-5310
Nevada Fitness
Holdings. LLC
9948 Keifer Valley Street
Las Vegas. NV 89178
702-326-6500
Projected to Open
Las Vegas, NV
PL V Nevada Fitness,
LLC
6325 E Russell Rd, Ste 109
Las NV 89122-7068
7537 Rainbow Blvd
702-395-0024
Rainbow Fitness, LLC Suite 109
Las Vegas, NV 89139
702-459-2424
6300 W Charleston Blvd
YKT Holdings, LLC Ste 160 702-202-6430
Las Vegas, NV 89146-1128
YKT Holdings, LLC
8262 Yukon Hills Ct
Projected to Open
702 591-8459
Las NV 89178 TBD,NV

Name Address Telephone
Rick Whittington
550 West Pioneer Blvd
Mesquite, NY 89027
702-346-3121
Inshape Enterprises,
LLC
5870 Losee Rd
Suites 155, 154 & 153
North Las NY 89081
702-399-6400
IIAC Fitness, LLC
John Fink
Alex Hilgenberg
Projected to Open
North Las Vegas, NY
70 S Hwy 160
Pahrump, NY 89048
775-751-9600
72 71 Windstar Dr
Reno, NY 89523-2070
775-544-5339
Projected to Open
Spring Creek, NY
1130 Crystal Springs Ct
Reno, NY 89519
775-813-1188
Projected to Open
Yerington, NY
18603 Wedge Parkway
JC Systems, LLC Suites D & E 775-852-7007
Reno, NY 89511
6370 Mae Anne Avenue
JC Systems, LLC Suites 4 & 5 77 5-7 46-8400
Reno, NY 89523
4784 Caughlin Parkway
JC Systems, LLC Suite 401 775-622-8034
NY
JC Systems, LLC
JC Systems, LLC
New York
1845 Caughling Creek Rd.
Projected to Open
775-750-9471
Reno, NY 89519 Lemmon Valley, NY
1845 Caughling Creek Rd.
Projected to Open
775-750-5278
Reno, NY 89519 Reno,NY
Myrtle Group, LLC
963 Kent Ave #B2
Brooklyn, NY 11205
646-201-5278
Projected to Open
Brooklyn, NY
Viper Fitness, Inc.
3939 State Route 281
Cortland, NY 13045
607-662-0313
J & D Fitness Centers,
Inc.
3701 McKinley Pkwy
Suite 1390
Hamburg, NY 14219
716-824-4444
Scott & Brooke Daley
3736 Burgoyne Ave
Hudson Falls, NY 12839-1268
518-636-5410
Michael Gennusa &
Todd Douglas
19 forrestal way
Mahopac, NY 10541
917-682-5690
Projected to Open
Somers, NY
HDR ENTERPRISES,
INC.
3908 Hill Rd.
North Tonawanda, NY 14120
716-696-2492
Projected to Open
Amherst, NY
HDR ENTERPRISES,
INC.
3908 Hill Rd.
North Tonawanda, NY 14120
716-696-2492
Projected to Open
Orchard Park, NY
HDR ENTERPRISES,
INC.
3908 Hill Rd.
North Tonawanda, NY 14120
716-696-2492
Projected to Open
Tonawanda, NY
J & D Fitness Centers,
Inc.
5470 Newton Rd
Orchard Park, NY 14127
716-829-9306
Projected to Open
East Aurora, NY
Ohio

Name Address Telephone
Lyle Endsley
5136 Mississippi Bar Dr.
CA 95662
419- 221-0030
Projected to Open
OH
Tony & HoIIi Ruble
Lloyd & Robin Pannell
Damon Strickland
HJD Fitness, LLC
Everfit LLC
5375 E 1100N
Projected to Open
260-450-1391
IN 46773 Van OH
6047 Gender Road
Canal OH43110
4627 Everhard Road
OH 44718
5119 West Tuscarawas
OH44708
8009 Mayfield Rd
Chesterland, OH 44026
Warren Village 3318 Warren Rd
Ventures, LLC Cleveland, OH 44111
Effects Personal Fitness, 5071 North Hamilton Rd
Inc. OH 43230
KS2 Corp.
Jack and Cathy Williams
9141 N Dixie Drive
OH 45414
7450 Timberstone Drive
OH45840
TrickyBuck Ventures, 2012 Cleveland Rd West
Inc. OH44839
Stephen Rising
Stephen Rising
Effects Personal Fitness, 1525 Gentown Drive
Inc. OH45036
William Cottrill & Jason
Thorn
614-833-0800
330-966-0670
330-477-5000
440-729-0480
216-941-1100
614-337-0500
937-890-9300
419-299-4188
419-502-4348
1585 Belle Ave
Projected to Open
216-226-4482
Lakewood, OH 44107 Brunswick, OH
1585 Belle Ave
Projected to Open
216-941-1100
Lakewood, OH 44107 Cleveland, OH
513-228-7771
223 Captain D. Seeley MIA
Drive 740-373-3340
Marietta, OH 45750
Semper Fit, LLC
2804 Back Bay Drive
Maumee, OH 43537
419-509-6170
Projected to Open
Oregon,OH
Chad Dresnick & Shane
Williamson
3165 Heritage Green Dr .
Monroe, OH 45050
513.539.2424
SFC Ventures, LLC
Ryan Miker
Semper Fit, LLC
3537 Columbia Parkway
Mount Lookout, OH 45226
9485 W Sprague Rd
North Royalton, OH 44133
26611 N. Dixie Hwy.
Perrysburg, OH 43551
513-871-2424
440-888-8348
419-872-0002
Effects Personal Fitness,
Inc.
13931 Whispering Ct
Pickerington, OH 43147-7713
740-389-6200
Projected to Open
Marion,OH
Effects Personal Fitness,
Inc
13931 Whispering Ct
Pickerington, OH 43147-7713
937-408-3055
Projected to Open
Piqua,OH
Effects Personal Fitness, 13931 Whispering Ct
Projected to Open
937-408-3055
Inc. Pickerington, OH 43147-7713 TBD,OH

Name Address Telephone
Effects Personal Fitness,
Inc.
13931 Whispering Ct
Pickerington, OR 43147-7713
937-408-3055
Projected to Open
TBD,OH
Effects Personal Fitness, 13931 Whispering Ct
Projected to Open
937-408-3055
Inc. Pickerington, OH 43147-7713 TBD,OR
Effects Personal Fitness, 13931 Whispering Ct
Projected to Open
937-408-3055
Inc. Pickerington, OH 43147-7713 TBD,OR
Joanne M Horn adn 419 West Aurora Rd
Michael Horn Sagamore Hills, OH 44067
Robert Levine
Eric Bailey
Chad Dresnick & Shane
Williamson
Chad Dresnick & Shane
Williamson
SFC Ventures, LLC
SFC Ventures, LLC
SFC Ventures, LLC
28500 Miles Road
Solon, OH 44139
728 NMain St
Springboro, OH 45066-8944
Effects Personal Fitness, 1785 North Bechtle Ave
Inc. OH 45504
Effects Personal Fitness, 151 Tuttle Road
Inc. OH 45504
KS2 Corp.
330-467-1416
440-248-8463
937-748-9977
251 West Central Ave, Suite
151 937.763.6095
OH 45055
251 West Central Ave, Suite
151 937.763.6095
OH45055
Projected to Open
TBD,OR
Projected to Open
West Chester, OH
130 Aspen Woods
Projected to Open
9377502282
Springboro, OH 45066 Bellefontaine, OH
130 Aspen Woods
Projected to Open
9377502282
Springboro, OH 45066 Fairfield, OH
130 Aspen Woods
Projected to Open
9377502282
Springboro, OH 45066 Maineville, OH
1450 West Main St.
OH 45373
937-390-8888
937-717-6907
937-339-3030
W & W Holdings of 307 Abbotsbury Drive
Projected to Open
614-895-9913
Ohio, LLC Westerville, OH 43082 Delaware, OH
W & W Holdings of 307 Abbotsbury Drive
Projected to Open
614-895-9913
Ohio, LLC Westerville, OR 43082 Delaware, OH
W & W Holdings of 307 Abbotsbury Drive
Projected to Open
614-895-9913
Ohio, LLC Westerville, OR 43082 Newark, OR
W & W Holdings of 307 Abbotsbury Drive
Projected to Open
614-895-9913
LLC OR 43082 OH
Oklahoma
Back To Wellness, LLC
1201 W Grand Ave
OK 73018-5667
405-224-5100
1333 North Santa Fe Avenue
Ambition, Inc. Suites 119 & 120 405-562-4577
Edmond, OK 73003
Chris Porter, Brandon 1627 A Highway 66
Porter & Donna Porter EI Reno, OK 73036
405-422-1190

Name Address Telephone
Ambition, Inc.
6414 NW Cache Road
OK 73505
580-531-0171
Image Athletic, LLC
1023 SW 19th Street
OK 73160
405-759-7900
216 North Mustang Mall
Ambition, Inc. Terrace 405-256-6177
Mustang, OK 73064
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Ambition, Inc.
Image Athletic, LLC
Image Athletic, LLC
Image Athletic, LLC
5901 S. Sooner Rd.
Oklahoma City, OK 73135
7019 W. Hefner Road
Oklahoma City, OK 73162
2206 NW 164th St
Oklahoma City, OK 73013-
405-601-4177
(405) 722-8800
405-471-6851
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Edmond, OK
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Midwest City, OK
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Oklahoma City, OK
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Oklahoma City, OK
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Oklahoma City, OK
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Oklahoma City, OK
9400 Prosper Drive
Projected to Open
405-623-8016
Oklahoma City, OK 73151 Yukon, OK
1121 Southwest 128th St.
Projected to Open
405-426-9848
Oklahoma City, OK 73170 TBD,OK
1121 Southwest 128th St.
Projected to Open
405-426-9848
Oklahoma City, OK 73170 TBD,OK
1121 Southwest 128th St.
Projected to Open
405-426-9848
Oklahoma City, OK 73170 TBD,OK
Chris Porter, Brandon 12207 South Pennsylvania Ave
Projected to Open
405- 812-6179
Porter & Donna Porter Oklahoma City, OK 73170 Tulsa, OK
Sooner Athletic, LLC
Shaun Fisher
Ladies Fitness, Inc.
Oregon
Larry & Renae Womack
Brent & Dawn Davis
2127 SW 74th St
Oklahoma City, OK 73159
3802 S 113th West Ave
Sand Springs, OK 74063
619 S. Main St.
Sapulpa, OK 74066
405-702-0300
918-245-2348
918-512-6700
1404 Birchmont Beach Rd NE
Projected to Open
218-209-7191
Bemidji, MN 56601 Talent, OR
2736 Pacific Blvd. SE
Albany, OR 97321
541.981.8552

Name Address Telepbone
RL W Enterprises, Inc.
1505 Siskiyou Blvd
Ashland, OR 97520-2405
541.708.0136
Doug Peterman
951 SW Simpson Ste 104
Bend, OR 97702
541-389-6063
Doug Peterman
23549 Hwy 20 East
Bend, OR 97701
541-317-0406
Projected to Open
Bend,OR
Douglas Fitness, Inc.
312 Oak St
Central Point, OR 97502-2241
541-665-5200
Douglas Fitness, Inc.
330 Meadow Lark Way
Central Point, OR 97502
541.664.2405
Projected to Open
Medford, OR
Douglas Fitness, Inc.
330 Meadow Lark Way
Central Point, OR 97502
541.664.2405
Projected to Open
Medford, OR
Jeff & Janet Conkey
600 E. Columbia River Hwy
Clatskanie, OR 97016
503 397-0027
Projected to Open
Clatskanie, OR
Jeff & Janet Conkey
112 N 20th Ave
Cornelius, OR 97113-7471
5033595900
Camas Group, LLC
955 Northwest Kings Blvd.
Corvallis, OR 97330
541.758.9100
Dove Fitness, Inc.
113 E. Ellendale Avenue
Dallas, OR 97338
503.623.1131
D N B Fitness, LLC
125B Silver Lane
Eugene, OR 97404
541.689.0777
Pacific Fitness & Tan,
LLC
304 NE Agness Ave
Grants Pass, OR 97526
541-479-6900
JLStory Enterprises,
LLC
5065 River Road North
Keizer, OR 97303
503.393.2998
Brian Sherrill
6519 Jordon Junction
Klamath Falls, OR 97603
541-591-3941
Projected to Open
Klamath Falls, OR
Doug Peterman
16487 B1uewood Place
LaPine, OR 97739
541-536-9779
Erik Recendez
671 Main Street
Lebanon, OR 97355
541-451-2111
Doug Peterman
212 SW 4th St
Madras, OR 97741
541.475.7090
Waymore Fitness, LLC
865 NE Hwy 99 W Suite C
McMinnville, OR 97128
503.472.7200
Jennifer & Ryan
O'Sullivan
1731 Parkmeadow Ave.
Monmouth, OR 97361
503-838-4057
Projected to Open
Monmouth, OR
Waymore Fitness, LLC
1112 North Springbrook Road
Newberg, OR 97132
503.538.3303
A4J, INC.
1900 McLoughlin Blvd #36
Oregon City, OR 97045
503.657.3814
Whitehorse Group, LLC
1313 Main Street
Philomath, OR 97370
541.929.9400
Pacific Fitness & Tan,
LLC
915 Southwest Rimrock Way
Suite #101 541.504.2868
Redmond, OR 97756

Name Address Telephone
Jeff & Janet Conkey
1538-1540 Columbia Blvd.
St. OR 97051
503.397.0027
Jeff Conkey
Jeff Conkey
152 S 1st St.
Projected to Open
503-449-2354
St. Helens, OR 97051 TBD,OR
152 S 1st St.
Projected to Open
503-449-2354
St. Helens, OR 97051 TBD,OR
JLStory Enterprises, 911 Whitetail Deer St. NW
Projected to Open
503.507.9888
LLC Salem, OR 97304 TBD,OR
Waymore Fitness, LLC
16004 SW Tualatin-Sherwood
Road
Sherwood, OR 97140
503.330.7481
Jason Evans and Jerry
Evans
D N B Fitness, LLC
2090 Olympic Street
UnitC 541.913.7129
97477
935 N 1st Ave
503.769.5500
OR 97383
145 NW Myrtle Street
Griffen & Jennifer Kruse Suite 105 541.459.4FIT
OR 97479
Projected to Open
TBD,OR
Projected to Open
Springfield, OR
Dove Fitness, Inc.
11360 NW Dove Road
Terrebonne, OR 97760
541 5489599
Projected to Open
TBD,OR
Dove Fitness, Inc.
11360 NW Dove Road
Terrebonne, OR 97760
541 5489599
Projected to Open
TBD,OR
Casey Mitzel, Candice
Mitzel, Morgan Esser &
Christine Esser
6565 SW Ventura Drive
Tigard, OR 97223
503-201-2367
Projected to Open
Beaverton, OR
No Weight Fitness 15605 SW 116th Ave
Center, LLC Tigard, OR 97224
Brandon & Olga 2247 Country Club Road
Singleterry Woodburn, OR 97071
Pennsylvania
Allen Berliner
J & J Fitness, LLC
ESC Fitness, LLC
J & J Fitness, LLC
Mark & Elena Wood
Brian Murray
Denis Hardts
Neil Willauer
503-670-8000
503-982-3645
700 McGraw Circle
Projected to Open
970-282-7190
Fort Collins, CO 80526 McMurray, PA
671 Brookfield Ave.
Projected to Open
330-448-0215
Masury, OH 44438 New Castle, PA
4275 County Line Rd
Chalfont, PA 18914-2210
2150 East State Street
Hermitage, P A 16148
136 North Flowers Mill Rd
Langhorne, P A 19047
3851 Old William Penn Hwy
Murrysville, PA 15668
215-822-0120
724-346-2407
215-702-0100
724-387-1001
POBox 23026
Proj ected to Open
412-788-6388
Pittsburgh, P A 15222-6026 Robinson Twp, PA
234 West Ridge Pike
Royersford, P A 19468
610.831.5250

Name Address Telephone
Silent Owl, LLC
130 WMain St
P A 19426-2041
610-489-6652
Bullfrog Fitness, LLC
575 Morgantown Street
Room 26
PA 15401
724-570-6196
Projected to Open
Uniontown, PA
Proven Properties, LLC
109 Walker Rd
Washington Crossing, P A
18977
215-493-3350
Projected to Open
Newtown,PA
John Terpak
2816 Barkhill Road
PA 17404
443.506.2074
Projected to Open
York, PA
John Terpak
Rhode Island
Alex LaVallee
South Carolina
2816 Barkhill Road
Projected to Open
443.506.2074
York, PA 17404 York, PA
3 Thomas Ln
Projected to Open
401-315-0800
Hopkinton, RI 02832-1646 Wyoming, RI
Carolina Fitness Clubs, 715 University Village Drive
Inc. Blythewood, SC 29016
Phoenix Fitness, LLC
3621 Boiling Springs Rd
Boiling Springs, SC 29316-
Kelly Cox
379 Old Greenville Hwy
SC 29631
Cavalleri Consulting, 111 Sparkleberry Crossing
LLC Columbia, SC 29229-8619
Micean, LLC
2726 N Lake Dr
SC 29212
Rabon Asset 2806 Devine St
Management, LLC Columbia, SC 29206
803-786-2988
864-266-0341
864.654.2918
803.462.9900
803-407-8866
803-546-8578
201 Graduate Drive
John Plitt Unit 104 843.349.8463
SC 29526
Jenkins Campbell 302 Riverside Dr
Projected to Open
803-492-7670
Fitness, LLC Eutawville, SC 29048-9328 Summerville, SC
Jenkins Campbell 302 Riverside Dr to Open
803-492-7670
Fitness, LLC Eutawville, SC 29048-9328
Summerville, SC
Donegal Investments,
LLC
855 Gold Hill Road
Suite 103 803- 802-9091
Fort Mill, SC 29708
Progressive Fitness, LLC
3211 North Pleasantburg Dr.
Ste. E-3
Greenville, SC 29609
864.242.9222
Rabon Asset
Management, LLC
221 Pelham Rd.
Suite 100
Greenville, SC 29615
864-250-0609
Angela Christopher
1560 Parkway
Greenwood, SC 29646
864-227-9955

Name Address Telephone
955 West Wade Hampton Blvd
Progressive Fitness, LLC Suite I-E 864.879.7972
Greer, SC 29650
Andrew & Radley West
PO Box 2932
Projected to Open
803-463-5074
Inno, SC 29063 Chapin, SC
Christina Yates
4500 Ladson Road
Suite 21
Ladson, SC 29456
843.906.4412
L.W. Fitness Ventures,
LLC
131 Evergreen Rd
Suite 107 803-627-6473
Lake Wylie, SC 29170
Projected to Open
Ladson, SC
Projected to Open
Lake Wylie, SC
Donegal Investments, 1133 SC 9 Bypass W
Projected to Open
803.313.2447
LLC Lancaster, SC 29720 Lancaster, SC
Anthony & Karen
Buzzetti
5082 Sunset Boulevard
Lexington, SC 29072
803-808-1177
Tim Valluzzo
P.O. Box 2304
Mount Pleasant, SC 29466
843-216-6887
Projected to Open
Hanahan, SC
336 Georgia Avenue
Tammy Gamer Suite 202 803-278-2408
North Augusta, SC 29841
Rabon Asset
Management, LLC
102 Batesville Road
Suite D
SC 29681
864-386-2752
Tom Collins & Tim
Valluzo
205 Grandview Drive
SC 29483
843.873.1200
Peyton Fitness, LLC
1288 Broad Street
SC 29150
803-469-0999
South Dakota
Shane Leininger
6783 232 Street West
Projected to Open
MN 55087
605-376-4702
SD
Miranda Hills 605-292-0833
740 E Sioux Ave.
West-Am Fitness, Inc. Suite 114 605-224-4011
Pierre, SD 57501
Blackhills Fitness, LLC
1624 E Saint Patrick St, Ste 106
Rapid City, SD 57703-4138
605.415.5118
Jeremy & Bobbi
Schmidt
519 112 North Main Street
Redfield, SD 57469
605.302.0130
Next Level, LLC
3212 E 10th St
Sioux SD 57103-2105
605-275-3631
Next Level, LLC
7812 West 67th Street
Sioux SD 57106
605-670-9654
Projected to Open
Sioux SD
Miranda Hills
838 East Cherry Street
SD 57069
605-624-9250

Name Address Telephone
2101 Broadway
Miranda Hills Yankton Mall 605-260-0360
SD 57078
Tennessee
William M. Billingsley
William M. Billingsley
William M. Billingsley
William M. Billingsley
569 N. Old Canton Rd.
Projected to Open
615-893-9464
MS 39110 Johnson TN
569 N. Old Canton Rd.
Projected to Open
615-893-9464
MS 39110 Mount TN
569 N. Old Canton Rd.
Projected to Open
615-893-9464
MS 39110 TN
569 N. Old Canton Rd.
Projected to Open
615-893-9464
MS 39110 TN
William M. Billingsley
569 N. Old Canton Rd.
MS 39110
615-893-9464
Projected to Open
TN
Ben & Chrystal Coleman
1030 Hickory Ridge Dr.
New MS 38652
662-316-7720
Bruce Harford
9789 Woodland View Lane
Projected to Open
901.355.9693
TN 38018 TN
Sharon Lucius
North Houston
Suite 101
Cordova, TN 38018
901-309-0024
William M. Billingsley
4115 Mallory Lane
Franklin, TN 37067
615-791-9666
Camp Fitness, LLC
Camp Fitness, LLC
7648 Stout Road
Projected to Open
901-569-0514
Germantown, TN 38138 TBD, TN
7648 Stout Road
Projected to Open
901-569-0514
Germantown, TN 38138 TBD, TN
5MB Heard, LLC
9067 W Poplar Ave, #105
Germantown, TN 38138-7803
900 Conference Drive
901-758-6188
William M. Billingsley Suite 3
Goodlettsville, TN 37072
615-420-6364
206 North Anderson Lane
Nicky Muscarello Suite 300 615.822.3487
Hendersonville, TN 37075
The Fitness Group, LLC
TJM Fitness, LLC
Terry Dukes & Shannon
Bowen
William M. Billingsley
Rich Hart
5205 Old Hickory Blvd
Hermitage, TN 37076-2571
155 Legends Drive
Lebanon, TN 37087
615-872-9485
615-444-3484
8390 Highway 51 North, Suite
102 901-872-2447
Millington, TN 38053
2397 New Salem Hwy
Murfreesboro, TN 37128
1648 Memorial Blvd
Murfreesboro, TN 37129
615-893-9464
615-849-1051
Projected to Open
Goodlettsville, TN

Name Address Telephone
Brad & Carey
Shinneman
603 Heritage dr
Nashville, TN 37122
615-686-9427
Projected to Open
Nashville, TN
5653 Highway 11 E
Jonnor, Inc. Suite 3 423-391-7424
Piney Flats, TN 37686
Jonnor, Inc.
1241 Pickens Bridge Rd
Piney Flats, TN 37686
1932 Almaville Road
423 202-3713
Projected to Open
Gray, TN
Weir Fitness, LLC Suite 135
TN 37167
615.534.2449
Fuller Life Through
LLC
3525 Kedron Rd
TN 37174
931-489-0003
Lynn Wagner
Texas
3025 N Humboldt Blvd
Projected to Open
414-688-3688
Milwaukee, WI 53212 Knoxville, TN
3961 Hilltop Road
Projected to Open
Favor & Rodney
205-678-8820
Bessemer, AL 35022 Santa Fe, TX
Zack Merrill and Mike 35352 N. Shorthorn Tr.
Projected to Open
480-277-6471
Knoll Queen Creek, AZ 85243 Sugar Land, TX
Johnson Fitness Centers, 480 Shannon Drive
Projected to Open
320-492-7113
LLC MN 55309 TX
Jason Suchecki
Jason Suchecki
Longhorn Gyms, LLC
Robert Reiser
David Davidge
Eric Guillot
Eric Guillot
Roth Management, Inc.
Dale Delatte
17094 Lupine Lane
Projected to Open
612-720-3132
MN 55309 TX
17094 Lupine Lane
Projected to Open
612-720-3132
Big Lake, MN 55309 Angleton, TX
10145 High Pines Dr
Projected to Open
225-241-0370
Baton LA 70809-5918 TX
10509 Springpark Ave.
Projected to Open
3377944478
Baton LA 70810 TX
123 South Cate
Projected to Open
985-507-9697
Hammond, LA 70403 Conroe, TX
110 Dogwood South Lane
Projected to Open
318-990-9527
Haughton, LA 71037 Lewisville, TX
110 Dogwood South Lane
Projected to Open
318-990-9527
LA 71037 TX
207 Chaumont Drive
Projected to Open
337-504-5107
LA 70506 TX
543 Browning Loop
Projected to Open
985-626-9563
LA 70448 TX
2356 Cours Carson to Open
KFG Enterprise, LLC (985) 626-4397
LA 70448 TX
GCN Capital Ventures, GCN Capital Ventures
Projected to Open
225.939.1383
Inc. LA 70380 TX
ArkLaTex Fitness, LLC
1901 N Service Rd E
LA 71270-2357
318-255-0524
1901 N Service Rd E
ArkLaTex Fitness, LLC 318-255-0524
LA 71270-2357

Name Address Telephone
Dennis Rudnik
14939 Cty. Rd. 15
NO 58261
701-360-0222
Projected to Open
TX
Dennis & Annette
Rudnik
14939 Cty. Rd. 15
ND 58261
979-820-1023
Matthew Lord
101 Red Oak Trail
MS 39047
601-608-8043
Projected to Open
TX
Matthew Lord
101 Red Oak Trail
MS 39047
601-608-8043
Projected to Open
TX
Image Athletic, LLC
1121 Southwest 128th St.
Oklahoma OK 73170
405-426-9848
Projected to Open
TX
Image Athletic, LLC
1121 Southwest 128th St.
Oklahoma OK 73170
405-426-9848
Projected to Open
TX
High Plains Fitness,
LLC
11313 Collin Wade Rd
Amarillo, TX 79124-2109
806-570-1008
Projected to Open
Amarillo, TX
High Plains Fitness,
LLC
11313 Collin Wade Rd
Amarillo, TX 79124-2109
806-570-1008
Projected to Open
Canyon, TX
Fit Stop, LLC
1140 West Bardin Road
Arlington, TX 76017
817-472-6402
Projected to Open
Arlington, TX
12 Toes Productions,
LLC
6204 Bon Terra Drive
Austin, TX 78731
512-538-0404
Projected to Open
Austin, TX
GK Enterprise, LLC
6204 Bon Terra Drive
Austin, Texas 78731
512.924.5370
Projected to Open
Dripping Springs, TX
G & M Fitness, Inc.
2500 Steck Ave. Unit #1
TX 78757
512-372-4000
Projected to Open
TX
Duncan Family Fitness,
LLC
4762 S 14th St
Abilene, TX 79605
325-437-2244
Projected to Open
Abilene, TX
Lonnie Brooks
710 Cavendish Dr.
TX 76014
817-320-4872
Projected to Open
TX
Price Capital Ventures,
LLC
201 S. Palestine
TX 75751
696 Hwy 71 West
903-264-2007
Todd DeJulius Bldg. 3, Suite A
TX 78602
5127851314
14360 Falcon Head Blvd.
GK Enterprise, LLC #140 Falcon Head Plaza 512.402.1991
Bee Cave, TX 78738
Darryl Martin
BB-Fit, LLP
Christopher Carlile
Christopher Carlile
Southeast Fitness, LLC
Dennis & Annette
Rudnik
100 W. Huntington
TX 78102
361-362-2000
9091 Fair Oaks Parkway
TX 78015
210-687-1200
9821 Lake Forest Cir
TX 77833
281-507-4882
Projected to Open
TX
9821 Lake Forest Cir
Brenham, TX 77833
281-507-4882
Projected to Open
La Grange, TX
1145 Texas Ave
Bridge City, TX 77611
3100 Wildflower Drive
409-735-2222
Projected to Open
Bridge City, TX
Suite 300
TX 77802
979-774-5364

Name Address Telephone
Shane & Tammy Giglio
151 Hwy 69 N
TX 75757
903-894-8178
Meyer and Meyer 18670 Hwy 46 Parkway
Fitness Management, Suite C 830-438-8971
LLP Bulverde, TX 78163
Jerome Golden
OEC Ventures, LLC
OEC Ventures, LLC
DR Profit Vetures, LLC
Tom Robertson
OEC Ventures, LLC
Dennis & Annette
Rudnik
Will Simmen
Will Simmen
860 East Renfro Street
TX 76028
682-225-9212
3900 Creekside Ct
Burleson, TX 76028-1273
817-727-6025
Projected to Open
Azle, TX
3900 Creekside Ct
Burleson, TX 76028-1273
817-727-6025
Projected to Open
Weatherford, TX
400 E Hwy 243
Canton, TX 75103
903.567.1113
646 E SR-31
TX 75758
903-849-3700
1301 W Henderson L3
TX 76031
8176415333
1411 Wellborn Rd
Suite 300
TX 77840
979-777-2279
Projected to Open
College Station, TX
5607 Polo Road
College Station, TX 77845
979-255-1602
Projected to Open
Huntsville, TX
5607 Polo Road
College Station, TX 77845
979-255-1602
Projected to Open
TBD, TX
8300 Precinct Line Road
Dale Delatte Suite 118 817-581-2600
Colleyville, TX 76034
Mark Phillips
200 N. 15th Street
Suite 1
Corsicana, TX 75110
903-874-2800
Rene Reed & Jacqui
Bliss
611 N Bishop Ave, Ste 100
Dallas, TX 75208-4336
214-948-6161
A.R. Benco, LLC
2230 N. Zaragosa Rd.
EI TX 79938
915-855-0900
Rick Baker
19176 Valley Dr
Flint, TX 75762-6617
540 10th St
903-253-6420
Projected to Open
South Tyler, TX
Pace line Fitness, LLC Suite 138
Floresville, TX 78114
210-287-5807
Unity Federal Financial
Group, Inc.
1203 Peacham Court
Fresno, TX 77545
281-915-4300
Projected to Open
Missouri City, TX
Unity Federal Financial
Group, Inc.
1203 Peacham Court
Fresno, TX 77545
281-915-4300
Projected to Open
Missouri City, TX
Unity Federal Financial
Group, Inc.
1203 Peacham Court
Fresno, TX 77545
281-915-4300
Projected to Open
Sugar Land, TX
Rodrigo Chavez &
Maria Eugenia Noguera
7507 Pebble Dr
Fort Worth, TX 76118-6986
817-229-4083
Projected to Open
Keller, TX
Matt Soileau
108 W Edgewood Dr
Friendswood, TX 77546-3908
281-648-3100

Name Address Telephone
Fitness 180, LLC
2380 Firewheel Pky
TX 75040-4054
972.495.6565
Greenberg Fitness, LLC
4112 Williams Drive
TX 78628
512-863-9990
Jan-Michael Bradford & 16621 Par Rd
Projected to Open
214-578-2582
Leslie Roberts Gladewater, TX 75647 Jacksonville, TX
Jan-Michael Bradford & 16621 Par Rd
Projected to Open
214-578-2582
Leslie Roberts Gladewater, TX 75647 Kilgore, TX
Jan-Michael Bradford & 16621 ParRd
Projected to Open
214-578-2582
Leslie Roberts Gladewater, TX 75647 Palestine, TX
1315 Waters Edge Dr
Dr. Jessica Stangenwald #1001 817-579-6450
TX
Eric Guillot
110 Dogwood South Lane
Projected to Open
318-990-9527
Haughton, LA 71037 Haltom City, TX
ASP Main Ventures,
L.P.
5373 West Alabama
Suite 340
Houston, TX 77056
713-227-6666
Projected to Open
Houston, TX
Derrick & Davin
Tillman
2515 Binz Street
Houston, TX 77004
832-896-8226
Projected to Open
Richmond, TX
Matt Soileau
1511 Missouri PI #2
Houston, TX 77006-2525
281-648-3100
Projected to Open
Houston, TX
Matt Soileau
1511 Missouri PI, #2
Houston, TX 77006-2525
281-648-3100
Projected to Open
TBD, TX
ASP Main Ventures,
L.P.
8790 FM -1960 Road West
TX 77338
281.312.4444
ASP Ventures, 8650 N Sam Houston Pkwy E,
L.P. TX 77396
Surf Monkey, LLC
Surf Monkey, LLC
Surf Monkey, LLC
23010 Highland Knolls
TX 77450
281.312.4444
281-371-2004
2423 Falcon Knoll Ln
TX 77494-2944
281-392-9407
Projected to Open
TX
2423 Falcon Knoll Ln
TX 77494-2944
281-392-9407
Projected to Open
TX
Matt Daigle
3086 Bush Drive
Kountze, TX 77625
409-782-5994
Projected to Open
Lumberton, TX
Meyer and Meyer
Fitness Management,
LLP
21195 Ih 35, #101
Kyle, TX 78640
512.268.2247
GCN Capital Ventures,
Inc.
3202 Marina Bay Drive
League City-Kemah, TX 77565
281-535-5700
2800 S. Bagdad Rd
Greenberg Fitness, LLC Suite H 512-260-9797
Leander, TX 78641
JNelson Fitness, LLC
Braylon Enterprises,
LLC
2351 N Main St
Liberty, TX 77575
936-336-5700
2808 South Main Street
Suite V 903-882-0202
Lindale, TX 75771

Name Address Telephone
Brian Vaughan
119 S. Point Drive Suite 200
TX 77351
936.327.9799
2950 S John Reddit Drive
David Davidge Suite 108 936-634-9600
Lufkin, TX 75904
Will Simmen
30340 FM 2978
Ste 100
Magnolia, TX 77354-5128
14001 NW Shadow Glen Blvd.
281-298-3200
Todd DeJulius Suite A
TX 78653
512272 9898
Greenberg Fitness, LLC
1304 US-281
Marble TX 78654-4504
830-798-2424
Projected to Open
Manor, TX
Duncan Family Fitness, 5125 Grampian Way
Projected to Open
325-864-6849
LLC McKinney, TX 75071-6475 Abilene, TX
Duncan Family Fitness, 5125 Grampian Way
Projected to Open
325-864-6849
LLC TX 75071-6475 San TX
Dwayne Williams
6212 Hawk Hill Drive
Projected to Open
972-547-9946
TX 75071 TX
800 Silken Crossing
Silken, Inc. Suite 100 972.775.8447
Midlothian, TX 76065
James Da Vault
105 FM 1821
Mineral TX 76067
940.328.0400
2351 Loop 337
Meyer and Meyer LLP Suite C 830-625-5402
New Braunfels, TX 78130
Angela Carter
4033 A Lamar Ave.
TX 75462
903-784-8824
1853 Pearland Parkway
14 Fitness, LLC Suite 101 281-412-3488
Pearland, TX 77581
14 Fitness, LLC
14 Fitness, LLC
Brian Walker
3302 Exeter Trail
Projected to Open
832-274-8894
Pearland, TX 77584 League City, TX
3302 Exeter Trail
Projected to Open
832-274-8894
Pearland, TX 77584 Pearland, TX
13 2 East Ovilla Rd
Red Oak, TX 75154
972-576-1121
Jason Suchecki
1500 Jackson Street
Suite 100
Richmond, TX 77469
281-232-2800
1212 North Hwy 377
Rodrigo Chavez &
Suite 115 817-229-4083
Maria Eugenia Noguera
Roanoke, TX 76262
Fitness 180, LLC
Projected to Open
Richmond, TX
7317 Waterwood Drive
Projected to Open
214-727-9696
Rowlett, TX 75089 Rockwall, TX

Name Address Telephone
1604 N Calabra RD
2008 Fitness, LLC Suite 104 210-688-5045
San Antonio, TX 78254
B Fit, LLP a Texas 9902 Potranco Road
Company San Antonio, TX 78245
B Fit, LLP a Texas
Company
210.521.2348
20079 Stone Oak Parkway
Suite 2106 210-403-2900
San Antonio, TX 78258
BB Fit, LLP
16535 Huebner Road
San Antonio, TX 78248
210-493-0900
Feathers AND Bell,
L.L.C, a Texas Company
3030 Thousand Oaks, Ste 110,
San Antonio, TX 78247
8531 N New Braunfels Ave
210.497.0000
Fit For Good, Inc. #212
San Antonio, TX 78217-6303
8531 N New Braunfels Ave
512-258-9900
Fit For Good, Inc. #212
San Antonio, TX 78217-6303
8531 N New Braunfels Ave
713-857-5813
Fit For Good, Inc. #212
San Antonio, TX 78217-6303
8531 N New Braunfels Ave
713-857-5813
Fit For Good, Inc. #212
San Antonio, TX 78217-6303
8531 N New Braunfels Ave
713-857-5813
Fit For Good, Inc. #212
San Antonio, TX 78217-6303
8531 N New Braunfels Ave,
713-857-5813
Fit For Good, Inc. #212 713-857-5813
San TX 78217-6303
G & C Fitness Center,
Inc.
11799 West Avenue
San Antonio, TX 78216
210-525-8400
Projected to Open
Austin, TX
Projected to Open
Cedar Park, TX
Proj ected to Open
Killeen, TX
Projected to Open
Round Rock, TX
Projected to Open
Temple, TX
Projected to Open
Waco, TX
Spencer Hamilton & 8514 Timber Briar
Proj ected to Open
210-262-2678
Jackson San TX 78250 San Antonio, TX
9023 Huebner Road
WIN BIN, LLC Suite 1 00/102 210-561-2300
San Antonio, TX 78240
Meyer and Meyer LLP
3820 FM 3009
Suite 140
TX 78154
210-566-4511
Christopher Carlile
3701 Outlet Center Dr. Ste 20
Sealy, TX 77474
979-885-7500
Projected to Open
Sealy, TX
Meyer and Meyer
Fitness Management,
LLP
1401 N Hwy. 123 Bypass
Seguin, TX 78155
830-379-2241
Meyer and Meyer
Fitness Management,
1401 N 123 Bypass
Seguin, TX 78155
830-481-7092
Projected to Open
Buda, TX
Meyer and Meyer
Fitness Management,
1401 N 123 Bypass Projected to Open
830-481-7092
Seguin, TX 78155
Lockhardt, TX

Name Address Telephone
Meyer and Meyer
Fitness Management,
LLP
1401 N 123 Bypass
Seguin, TX 78155
830-481-7092
Projected to Open
San Marcos, TX
Hunter Fitness, Inc.
230 C)'presswood Dr
TX 77388-6002
281.288.8322
182 S. Collins Rd
Sunnyvale Fitness, LLC Suite 800 972-203-5858
TX 75182
Braylon Enterprises, 665 Desirees Trail
Projected to Open
903-882-0202
LLC Tatum, TX 75691 TX
Braylon Enterprises, 665 Desirees Trail
Projected to Open
903.399.0774
LLC Tatum, TX 75691 Longview, TX
Jack Bolls
Bramlett Enterprises, 13730 Alice
LLC TX 77377
Lakeside Fitness, LLC
Lakeside Fitness, LLC
Lakeside Fitness, LLC
Lakeside Fitness, LLC
Braylon Enterprises, 3826 Troup Hwy, # 11 0
LLC TX 75703-1726
POBox 3150
Projected to Open
8707746191
Texarkana, AR 75504 Texarkana, TX
281.255.2300
324 Comet Ranch Road
Projected to Open
903-778-4587
TX 75163 Frisco, TX
324 Comet Ranch Road
Projected to Open
903-778-4587
TX 75163 Gun Barrel TX
324 Comet Ranch Road
Projected to Open
903-778-4587
TX 75163 TX
324 Comet Ranch Road
Projected to Open
903-778-4587
TX 75163 TX
903-509-1121
ArkLaTex Fitness, LLC
600 N Kings Hwy
Suite 5
Wake Village, TX 75501
903-832-5438
1440NHwy77
Lakeside Fitness, LLC Bldg. B, Suite 6 972.923.2171
Waxahachie, TX 75165
430 State Highway 78
Fitness 180, LLC Suite 100 972.461.1600
Wylie, TX 75098
Brian Vaughan
Utah
Jerry Gregersen
Jerry Gregersen
Jerry Gregersen
Jerry Gregersen
Projected to Open
Wake Village, TX
62 N Knights Crossing Drive
Projected to Open
505-681-5971
Woodlands, TX 77382-2013 Nacogdoches, TX
149N 100 W
Projected to Open
208-681-1280
Blackfoot, ID 83221 Hurricane, UT
149N 100 W
Projected to Open
208-681-1280
Blackfoot, ID 83221 TBD,UT
149N 100 W
Projected to Open
208-681-I 280
Blackfoot, ID 83221 TBD, UT
149NI00W
Projected to Open
208-681-1280
Blackfoot, ID 83221 TBD,UT

Name Address Telephone
Jerry Gregersen
149NI00W
1083221
208-681-1280
Projected to Open
UT
Jerry Gregersen
149N 100 W
Projected to Open
208-681-1280
Blackfoot, ID 83221 TBD,UT
Anourat Kaykeo and P.O. Box 1274
Projected to Open
206-498-6150
Mark Gressman Bothell, W A 98041 Orem, UT
555 South 200 West
Xsclusive Fitness, Inc. Market Place 801-397-2348
UT 84010
35 Skyline Drive
Trent Lindstrom Suite 105 (435)734-9491
Brigham City, UT 84302
Energico, LLC
Energico, LLC
Curtis Peterson and
James Udy
Trent Lindstrom
Trent Lindstrom
Trent Lindstrom
Energico, LLC
Douglas S. McQuiston
108 East Jennings Lane
Projected to Open
801-631-1458
Centerville, UT 84014 Sandy, UT
108 East Jennings Lane
Projected to Open
801-631-1458
Centerville, UT 84014 Syracuse, UT
1803 West 1800 North
#E4 801-775-0222
Clinton, UT 84015
3407 W. 1420 N.
Projected to Open
435.734.9491
Clinton, UT 84015 North UT
3407 W. 1420 N.
Projected to Open
435.734.9491
Clinton, UT 84015 St George, UT
3407 W. 1420 N.
Projected to Open
435.734.9491
Clinton, UT 84015 Tremonton, UT
12300 South 700 East
Draper, UT 84020
225 EMain St
Grantsville, UT 84029-9029
801.553.0303
435.884.5565
Mathew Jorgensen
11055 N Alpine Hwy
Highland, UT 84003
1330 East Highway 193
801-763-1998
Energico, LLC #C2
Layton, UT 84040
801-771-5100
Matthew Jorgensen &
David Bingham
1438 E Main Street
Suite 7
84043
801-768-8555
Matthew Jorgensen
2255 North 2600 West
UT 84043
801-472-4600
Projected to Open
UT
Matthew Jorgensen
Matthew Jorgensen
2255 North 2600 West
UT 84043
801-472-4600
Projected to Open
UT
2255 North 2600 West
UT 84043
801-472-4600
Projected to Open
UT
643 West 700 North
Healthy Fit, LLC Suite A & B 801-787-5095
Lindon, UT 84042
Lindstrom Investments, 97 E 1600N
Inc. UT 84341-3505
435-792-3539

Name Address Telel!bone
Energico, LLC
12600 South 2722 West
UT 84065
801-878-3388
Projected to Open
UT
Steve Hecksel & Rodger
Adams
1100 Canyon View Drive
Santa UT 84765
435-673-9962
MIKJAM,LLC
328 East SR 73
Saratoga Springs, UT 84045
801-768-8900
Matthew Jorgensen
665 E400 S
UT 84663
801-491-9977
Douglas S. McQuiston
500 East Village Blvd Suite 103
Stansbury Park, UT 84074
435.882.7478
Douglas S. McQuiston
5965 W. Vistamesa Dr.
West Valley City, UT 84128
801-870-5208
Projected to Open
Richfield, UT
Douglas S. McQuiston
5965 W. Vistamesa Dr.
West Valley City, UT 84128
801-870-5208
Projected to Open
Tooele, UT
Xsclusive Fitness, Inc.
7820 S 1000 W
Willard, UT 84640
801-564-3002
Projected to Open
Heber City, UT
Xsclusive Fitness, Inc.
7820 S 1000 W
Willard, UT 84640
801-564-3002
Projected to Open
Marriott-Slaterville, UT
Xsclusive Fitness, Inc.
7820 S 1000 W
Willard, UT 84640
801-564-3002
Projected to Open
Ogden, UT
Xsclusive Fitness, Inc.
7820 S 1000 W
Willard, UT 84640
801-564-3002
Projected to Open
Park City, UT
Virginia
Robert Chung and Carl
Runk
7009 Manchester Blvd
Suite E
Alexandria, V A 22310
703-822-9950
Hahn Fitness of
Engleside, LLC
8636 Richmond Hwy
Alexandria, V A 22309-4205
703-780-1436
Projected to Open
Alexandria, V A
Metro Fitness Group,
LLC
43150 Broadlands Center Plaza
Suite 168
Ashburn, V A 20148
703-858-4844
Warrior Drive Fitness,
LLC
19 1 st Street
Suite 201
Berryville, V A 22611
540-955-5555
Kris Hartz, LLC
3177 Linden Drive
Bristol, V A 24202
276-644-1180
Atlas Quest Corporation
9384 Falling Water Drive
Bristow, VA 20136
703-661-8505
Proj ected to Open
TBD, VA
Bazzari, LLC
10350 Bristow Center Drive
Bristow, VA 20136
571-261-9661
13609 Carrollton Blvd
Steven Cross Suites 8,9 & 10 757-745-7060
Carrollton, VA 23314
Robert Chung and Carl 14070 Darkwood Circle
Projected to Open
703-231-3929
Runk VA 20121 Stafford, V A
CM Fitness, LLC
1258 Still Meadow Ave
Projected to Open
434-465-0190
Charlottesville, V A 22901 Charlottesville, V A

Name Address Telephone
CM Fitness, LLC
Crozet Fitness, LLC
Impressive Fitness, LLC
1258 Still Meadow Ave
Projected to Open
434-465-0190
Charlottesville, V A 22901 Charlottesville, V A
375 Four Leaf Lane
Charlottesville, V A 22903
1464 Mt. Pleasant Rd
Chesapeake, V A 23322
Anthony & John Barnes, 12308 Bennuda Crossroad Ln,
Jr. and Corey & Chester, VA 23831
Robert McBride
767 Nalles Mill Road
Culpeper, VA 22701
434-823-7123
757-410-5300
804-612-7522
540-317-1142
23520 Overland Drive
Atlas Quest Corporation Suite 100 703-661-8505
Dulles, V A 20166
AF Herndon, LLC
Robert Bast
4168 B Lochleven Trail
Projected to Open
703.946.5571
Fairfax, VA 22030 Herndon, VA
4276 Plank Road
VA 22407
George & Karen Jo Hort, 70 Riverton Commons Drive
& Short Front VA 22630
Atlas Quest Corporation
8074 Crescent Park Drive
VA 20155
L Williams Enterprises, 2069 W Mercury Blvd
Inc. VA 23666-3132
540.548.0724
540-636-4434
571-261-9175
757-896-1010
& Jo Hott, Rt 1 Box 665 Projected to Open
304-856-2055
Larry & Darby Short High View, WV 26808
Harrisonburg, V A
Modem Fitness Group,
LLC
Tadik Corporation
Tadik Corporation
Core Holdings, LLC
Core Holdings II, LLC
Core Holdings, LLC
Core Holdings, LLC
19277 Citrine Drive
Suite Q 101 571-333-0626
Leesburg, VA 20176
7465 Gallaudet Ct.
Projected to Open
703 791-5352
Manassas, V A 20112 Dumfries, V A
7465 Gallaudet Ct.
Projected to Open
703791-5352
Manassas, V A 20112 Woodbridge, V A
2406B East Little Creek Road
VA 23518
757-383-6298
918 Virgilina Avenue
Projected to Open
757-270-6809
Norfolk, V A 23503 Chesapeake, V A
918 Virgilina Avenue
Projected to Open
757-270-6809
Norfolk, V A 23503 Newport News, VA
918 Virgilina Avenue
Projected to Open
757-270-6809
Norfolk, VA 23503 Norfolk, VA
12395 James Madison Hwy
John Crowder Units 6,7 & 8 (540)672-1252
VA 22960
John Crowder
13 130 Hackberry Road
Projected to Open
540-672-6784
Orange, V A 22960 Zion Crossroads, V A
Modem Fitness Group, 12001 Market St
Projected to Open
703-858-4844
LLC Reston, V A 20190-6207 Arlington, V A

Name Address Telephone
Modem Fitness Group,
LLC
12001 Market St
Reston, V A 20190-6207
703-919-6693
Projected to Open
Fairfax, VA
Dwight Ward
3960 Valley Gateway Blvd.
VA 24012
5924 Seminole Trail
(540) 977-0830
Projected to Open
VA
Jody Taylor Suite 105
Ruckersville, V A 22923
434-985-3523
Warrior Drive Fitness,
LLC
640 Warrior Dr
Stephens City, VA 22655-4044
540-868-0904
Lawrence Farrell
100 Founders Way, Suite D
VA 22657
540-465-2345
Robert D Enterprise Inc.
11224 A Patterson Avenue
VA 23238
804.754.1000
Church Street Fitness,
LLC
III Church St NW
Suite 204A 703-255-5035
Vienna, V A 22180
Impressive Fitness, LLC
1274 North Great Neck Road
Virginia Beach, V A 23454
757.227.9447
Impressive Fitness, LLC
2313 Southern Points Ct
Virginia Beach, V A 23454
757-227-9447
Projected to Open
Virginia Beach, V A
Scott Taylor
500 N Birdneck Rd
Virginia Beach, VA 23451-
6317
757-343-3808
Projected to Open
Virginia Beach, V A
JKay Fitness, LLC
831 E Town Center Drive
Waynesboro, VA 22980
540-941-5993
Projected to Open
Waynesboro, VA
AK02, LLC
206/208 Grocery Avenue
Winchester, V A 22602
540-542-1166
Michael Smith
3119 Valley Ave Ste 108-10
Winchester, VA 22601
540-542-0002
Michael Smith
1231 Apple Pie Ridge Road
Winchester, V A 22603
304-262-3516
Projected to Open
TBD, VA
Robert Chung and Carl
Runk
16705 River Ridge Blvd.
Woodbridge, V A 22191
703-441-1800
Washington
Dynamic Fitness
Solutions, LLC
1219 Sunfire Ave
Henderson, NY 89014-7848
702-273-7500
Projected to Open
Bellingham, W A
Dynamic Fitness
Solutions, LLC
1219 SunfIre Ave
Henderson, NY 89014-7848
702-273-7500
Projected to Open
Bellingham, W A
Dynamic Fitness
Solutions, LLC
1219 Sunfire Ave
Henderson, NY 89014-7848
702-273-7500
Projected to Open
Mt. Vernon, W A
Jeff Brown & Melinda
Lewis
458 SW 12th St
Redmond, OR 97756-2008
253-241-2983
Projected to Open
Lakewood, W A
Jeff & Janet Conkey
152 S 1st St.
St. Helens, OR 97051
503 397-0027
Projected to Open
Longview, W A
Fitness USA, LLC
602 Auburn Way South
Auburn, W A 98002
(253) 833-0710
Fitness USA II, LLC
135 Jefferson Ave
Buckley, WA 98321
360-829-5156

Name Address Telephone
Erik Recendez & Daniel
Robbins
207 E. Main Street
WA 99109
509-935-7007
CMDFitness
LLC
80 I W Davis St
Cle W A 98922-1086
509.674.1212
David and Jeanette Facer
11 East H Street
Deer WA 99006
1525 Wilmington Dr
509.276.5880
Helen Wada Suite 100
Dupont, W A 98327
253-964-2490
JAF,LLC
6414 136th Place SW
Edmonds, W A 98026
425-301-8485
Projected to Open
Mukilteo, W A
Bodyworks, Inc.
2305 W Dolarway Rd
WA98926
509-925-5445
Dean Carpenter &
Rebecca Carpenter
5275 Olympic Drive NW
Gig Harbor, WA 98335
253-509-2747
Jamie and Aileen
Schumacher
11106 NE 125th Lane
#J133
Kirkland, W A 98034
425-577-8682
Projected to Open
TBD, WA
JAF, LLC
25 95th Drive NE, Suite 107
Lake Stevens, W A 98258
425-334-1200
Dan Briggs
23505 E. Appleway
Liberty Lake, W A 99019
509.891.6800
Pete & Katie Noetzel
7619 70th PI NE
Marysville, W A 98270
425-870-7072
Proj ected to Open
Marysville, W A
Pete & Katie Noetzel
7619 70th PI NE
Marysville, W A 98270
425-870-7072
Projected to Open
Smokey Point, W A
JAF, LLC
3916 148th Street SE
Mill Creek, WA 98012
425-357-8300
Todd Haneberg & Tyler
Dart
619 N Stratford Rd
Moses Lake, WA 98837
509-764-0933
Todd Haneberg & Tyler 718 Lupine Drive Projected to Open
Dart Moses Lake, WA 98837 Ephrata, WA
EB Industries, Inc.
713 1 Martin Way East
Olympia, WA 98516
360-456-5100
Fitness USA, LLC
401 Washington Ave N
WA 98360
360-893-2443
Janelle Andersen
740 East Main St
Othello, W A 99344
509.488.3484
Jay Bryan
112 Del Guzzi Drive, Suite 5
Port Angeles, W A 98362
360.457.3200
Jay Bryan
112 Del Guzzi Drive, Suite 5
Projected to Open
360.808.0052
Port Angeles, W A 98362 Sequim, WA
690 SE Bishop Blvd
Richard & Teresa Taylor Suite A 509-332-3100
Pullman, W A 99163
White Mountain Group,
LLC
23445 NE Novelty Hill Rd
Suite G-403 425-898-1199
WA 98053

Name Address Telephone
WestBridge Group, LLC
3601 Fremont Ave. N.
WA 98103
206-545-4348
Weston Smith & Dave
Preston
3727 California Avenue SW
WA 98116
2121 Olympic HwyN.
206-306-6676
Pam Schlauderaff Suite 103 & 106
WA 98584
360-462-2600
WWJD Fitness, LLC
21 E Island Lake Ct
Shelton, W A 98584
360-426-5369
Projected to Open
Centralia, W A
WWJD Fitness, LLC
21 E Island Lake Ct
WA 98584
360-426-5369
to Open
WA
Motivate Me, LLC
3276 Plaza Road NW
WA 98383
360-307-0444
Melissa Deer & Chris
BjordahI
1 HyakDr. E
Snoqualmie Pass, W A 98068
206-724-5231
Projected to Open
Quincy, WA
David and Jeanette Facer
101 East Hastings Road
WA 99218
509-466-1348
Habit, LLC
2004 E 34th Ave
Spokane, W A 99203
8901 E Trent Ave
509-891-6800
Projected to Open
Spokane, WA
Habit, LLC Suite 107
Spokane, WA 99212
509-315-5023
Pete & Katie Noetzel
7104 265th StNW, Ste 130
Stanwood, W A 98292-6293
360-939-2288
Bradshaw Development,
Inc.
2680 Yakima Valley Hwy
Suite E
Sunnyside, W A 98944
509-837-7575
EB Industries, Inc.
Tim Bellon & Ken
Evans
5743 Little Rock Road SW
Projected to Open
Tumwater, W A 98512
360.339.3733
TBD, WA
5743 Little Rock Road SW
Suite 115 360-352-2600
Tumwater, W A 98512
John, Tracy & Paul Pax
5115 NE 82nd Ave Suite 101
WA 98662
360-450-6096
John, Tracy & Paul Pax
71 0 Esther Street
WA 98660
360-635-5350
John, Tracy & Paul Pax
1806 70th St NE
WA 98665
360-450-6096
Proj ected to Open
WA
John, Tracy & Paul Pax
1806 70th St NE
Vancouver, W A 98665
360-450-6096
Projected to Open
Troutdale, W A
John, Tracy & Paul Pax
1806 70th St NE
WA 98665
360-635-5350
Projected to Open
WA
John, Tracy and Paul
Pax
1806 70th StNE
WA 98665
360-450-6096
Projected to Open
Walla WA
Bradshaw Development,
Inc.
5611 Summitview Ave.
WA 98908
509-965-0900
Bradshaw Development,
Inc.
5611 Summitview Ave
W A 98908-3039
206-396-1142
to Open
WA

Name Address Telephone
Helen Wada
1304 Yelm Ave E
WA 98597
360-400-3880
Wisconsin
John Josephitis
150 Inverness Court
Projected to Open
847-373-1766
Lake IL 60044 WI
Jeff & Andrea
DeChampeau
209 Lakeview Blvd.
Coleraine, MN 55722
2182452562
Projected to Open
Ashland, WI
Jeff & Andrea
DeChampeau
209 Lakeview Blvd.
Coleraine, MN 55722
2182452562
Projected to Open
Milton, WI
Alyssa Fjelstad
4336 Medary Ave.
Projected to Open
612-581-1320
MN 55122 WI
VT Gibbs Investments, 5276 203rd St W
Projected to Open
952-200-9444
LLC MN 55024 WI
Calantha McMillan
Calantha McMillan
TD Fitness, LLC
Miranda Hills
K Smith Fitness
Appleton, Inc
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
K Smith Fitness, LLC
R&D Fitness, Inc.
Tiffany Means
B More Fit, LLC
1666 Village Trail E, Unit #2
Projected to Open
612-600-4276
Maplewood, MN 55109 TBD, WI
1666 Village Trail E, Unit #2
Projected to Open
612-600-4276
MN 55109 WI
792 Interlachen Draw
Projected to Open
651-587-6420
MN 55125 WI
26563 Woodlands Pkwy
Projected to Open
763-245-2430
Zimmerman, MN 55398 River Falls, WI
162 N. Eisenhower Drive
Suite 7 920-882-2272
Appleton, WI 54915
1725 North Casaloma Drive
WI 54913
920-730-1000
400 N Richmond St, #214
Projected to Open
507-382-1299
WI 54911-4642 WI
400 N Richmond St, #214
Projected to Open
262-338-1441
Appleton, WI 54911-4642 Cedarburg, WI
400 N Richmond St, #214
Projected to Open
920-569-6351
Appleton, WI 54911-4642 DePere, WI
400 N Richmond St, #214
Projected to Open
414-350-3196
Appleton, WI 54911-4642 Germantown, WI
400 N Richmond St, #214
Projected to Open
262-338-1441
Appleton, WI 54911-4642 Hartford, WI
400 N Richmond St, #214
Appleton, WI 54911-4642
920-882-2272
Projected to Open
Kaukauna, WI
400 N Richmond St, #214
Appleton, WI 54911-4642
920-424-5000
Projected to Open
Oshkosh, WI
2205 N Calhoun Rd
Brookfield, WI 53005-5038
262.993.9111
8645 North 73rd
Brown Deer, WI 53223
414349-1678
Projected to Open
Wauwatosa, WI
2088 Milwaukee Ave
WI 53105
Athletic Club of 312 Bridge Street
Chippewa Chippewa Falls, WI 54729
2627639000
715-723-3800

Name Address Telephone
Somer Property 769,
LLC
7722 28th Ave
WI 53143
262-997-6350
Projected to Open
WI
Somer Property 769, 7722 28th Ave
WI 53143
262-997-6350
Projected to Open
Mt. WI
Somer Property 769, 7722 28th Ave
Projected to Open
262-997-6350
LLC WI 53143 Lake WI
Somer Property 769, 7722 28th Ave
Projected to Open
262-997-6350
LLC WI 53143 WI
Somer Property 769, 7722 28th Ave
Projected to Open
262-997 -6350
LLC Kenosha, WI 53143 TBD, WI
Somer Property 769, 7722 28th Ave
Projected to Open
262-997-6350
LLC Kenosha, WI 53143 TBD, WI
Somer Property 769, 7722 28th Ave
Projected to Open
262-997-6350
LLC Kenosha, WI 53143 TBD, WI
Somer Property 769, 7722 28th Ave
Projected to Open
262-997-6350
LLC Kenosha, WI 53143 Twin Lakes, WI
Jenna & Joshua Kosnick
Premier Fitness Centers, 6420 Cottage Grove Road
LLC WI 53718
700 University Ave.
Projected to Open
608-630-0475
Madison, WI 53715 Madison, WI
608-221-1222
Premier Fitness Centers, 5121 Oak Valley Dr.
Projected to Open
608-834-1222
LLC Madison, WI 53704 Dane County, WI
Premier Fitness Centers, 5121 Oak Valley Dr.
Projected to Open
608-834-1222
LLC Madison, WI 53704 Dane County, WI
Premier Fitness Centers, 5121 Oak Valley Dr.
Projected to Open
608-834-1222
LLC Madison, WI 53704 Dane County, WI
K Smith Fitness, LLC
2003 Marinette Ave
Marinette, WI 54143
715-732-4888
Premier Fitness Centers,
LLC
5802 Hwy 51
McFarland, WI 53558
608-838-8111
K Smith Fitness
Menasha, Inc.
430 3rd Street
Suite B
WI
920-720-2600
Tony & LaRoyce
Nicholson
1700 Stout Street
WI 54751
715.309.4441
Premier Fitness Centers, 1011 N Gammon Rd
LLC WI 53562
6900 West Brown Deer Road
Club of Milwaukee, WI 53223
608-836-3131
414-365-9100
William Hippert & Bret 3369 Barlett Ave.
Projected to Open
920-316-3166
Duer Milwaukee, WI 53211 Hubertus, WI
John Mathie
Dynamic Motion, LLC
Troy & Brant Rinehardt
Moyer Enterprises, LLC
2170 Farwell Ave
WI 53202
6000 Monona Drive
WI 53716
1152 Westowne Dr
WI 54956
1275 N Shawano St
New WI 54961
414-319-1111
608-222-9699
920-725-0500
920.982.9922

Name Address Telephone
Scott Schimmel & Jeff
Klemish
144 W 3rd St suite B
New WI 54017
715-246-4500
845 Market Street
Mike Schmaltz Unit 2 608-835-7200
Oregon, WI 53575
K Smith Fitness
Oshkosh, Inc.
312 N Koeller St
Oshkosh, WI 54902-4110
920-424-5000
Tony & Carrie
Bevilacqua
N35 W23770 Capitol Drive
Pewaukee, WI 53072
262-695-9700
David Taylor Fitness,
LLC
N37 W26717 Kopmeier Dr.
WI 53072
262.751.9987
Projected to Open
WI
Rob & Shelley Moon
345 North Avon Avenue
WI 54555
Projected to Open
WI
Bret Duer & William
Hippert
540 Walton Drive
Plymouth, WI 53073
920-892-8282
Mike Schmaltz
155 Sweetwater Blvd
Port Washington, WI 53074
262-536-4524
Calantha McMillan
51 B North Brown St
Rhinelander, WI 54501
715-362-7223
K Smith Fitness Ripon,
Inc.
1069 W Fond Du Lac St
Ripon, WI 54971-9260
920.748.7880
Michael Marie LLC
3430 Mill Road
Sheboygan, WI 53083
Washington Square Mall
920-257-1900
Michael Marie, LLC 2918 Business
WI 53081
920-457-1700
Larry & Dori Garske
24556 State Hwy 35170
WI 54872
715- 349-2582
Kim & Chris McCalla
2000 US Hwy 8
St Croix WI 54024
715-483-3433
Mike Schmaltz
2125 McComb Rd.
Stoughton, WI 53589
608-205-9383
Premier Fitness Centers,
LLC
2071 McCoy Road
Sun WI 53590
608-834-1222
Jinell Abernethy
823 Belknap St.
WI 54880
715-392-6003
Puppe Incorporated
1018 Superior Ave S
WI 54660
608-372-7000
Mike Schmaltz
411 Prairie Heights Road
WI 53593
608-497-1266
Mike Schmaltz
309 Monte Crisco Cr.
WI 53593
608-345-8487
Projected to Open
WI
Mike Schmaltz
309 Monte Crisco Cr.
WI 53593
608-345-8487
Projected to Open
WI
Mike Schmaltz
309 Monte Crisco Cr.
WI 53593
608-345-8487
Projected to Open
WI
Mike Schmaltz
309 Monte Crisco Cr.
WI 53593
608-345-8487
Projected to Open
Oak WI

Name Address Telephone
Wyoming
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
West-Am Fitness, Inc.
3148 Manitoba Lane
Projected to Open
701-224-9202
ND 58502 WY
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 Gillette, WY
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 Sheridan, WY
3148 Manitoba Lane
Projected to Open
701-224-9202
Bismarck, ND 58502 TBD, WY
PLY Nevada Fitness, 1257 Autumn Wind Way
Projected to Open
702.592.9483
LLC Henderson, NY 89052-3051 Evanston, WY
Kurt & Karen Weidle
Dudley Irvine
Kurt & Karen Wei dIe
410 Uinta
Green WY 82935
943 Amoretti St
WY 82520
2441 Foothills Blvd
Rock Springs, WY 82901
307-875-6777
307-332-2811
307-382-4441

FDD
EXHIBITD
FINANCIAL STATEMENTS

ANYTIME FITNESS, LLC
(f/k/a ANYTIME FITNESS, INC.)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2008

ANYTIME FITNESS, INC.
FINANCIAL STATEMENTS
For The Year Ended
December 31, 2008

ANYTIME FITNESS, INC.
TABLE OF CONTENTS
Independent Auditor's Report
Balance Sheet
Statement of Income
Statement of Stockholder's Equity
Statement of Cash Flows
Notes to Financial Statements
FINANCIAL STATEMENTS
Statement 1
Statement 2
Statement 3
Statement 4
Page
Number
4
6
7
8
9

- This page intentionally left blank -
2

ANYTIME FITNESS, INC.
BALANCE SHEET
December 31, 2008
SEE INDEPENDENT AUDITOR'S REPORT
Liabilities and Stockholder's Equity
Current liabilities:
Current maturities of long-term debt
Current maturities of capitalized lease obligations
Accounts payable
Deferred revenue
Advertising obligation
Accrued payroll
Accrued expenses
Total current liabilities
Long-term liabilities:
Long-term debt, net of current maturities
Capitalized lease obligations, net of current maturities
Total long-term liabilities
Total liabilities
Stockholder's equity:
Voting common stock, $.01 par value: authorized 800
shares, issued and outstanding 610
Non voting common stock, $.01 par value: authorized
200 shares, issued and outstanding -0-
Additional paid-in capital
Retained earnings
Total stockholder's equity
Total liabilities and stockhQlder's equity
The accompanying notes are an integral part of these financial statements.
5
Statement 1
Page 2012
2008
$217,149
102,912
267,172
78,555
372,246
138,938
118,658
1,295,630
712,531
91,838
804,369
2,099,999
6
288,880
570,166
859,052
$2,959,051

ANYTIME FITNESS, INC.
STATEMENT OF CASH FLOWS
For The Year Ended December 31, 2008
SEE INDEPENDENT AUDITOR'S REPORT
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation
Amortization
Gain on sale of property and equipment
Changes in assets and liabilities:
Initial franchise receivables
Other receivables
Prepaid expense and other current assets
Deferred revenue
Advertising obligation
Accounts payable and other accrued expenses
Net cash flows provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Proceeds from sale of property and equipment
Purchase of goodwill
Change in rent deposits
Change in due from related party
Net cash flows provided by investing activities
Cash flows from financing activities:
Principal payments under capital lease obligations
Proceeds from issuance of long-term debt
Principal payments on long-term debt
_ Distributions paid
Net cash flows used in financing activities
Net increase in cash
Cash - beginning of year
Cash - end of year
Supplemental disclosures of cash flow information:
Cash paid for interest
Supplemental schedule of noncash investing and financing activities:
Equipment acquisition financed with a note payable
Issuance of note receivable for club rights
Assets contributed by shareholders
Debt contributed by shareholders
Receivables contributed by shareholders
The accompanying notes are an integral part of these financial statements.
8
Statement 4
2008
$6,443,212
279,738
1,410
(922,097)
155,719
(43,110)
(111,768)
60,000
372,246
148,643
6,383,993
(8,542)
1,367,795
(31,071)
(1,562)
(417,003)
909,617
(312,952)
152,387
(301,518)
(6,475,160)
(6,937,243)
356,366
206,872
$563,238
$76,084
$590,716
$52,500
$252,841
$115,532
$137,407

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
Note 1 NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Anytime Fitness, Inc. was incorporated in February of 2002. The Company franchises the right to open, operate
and manage fitness centers in exclusive territories in the United States, Canada and Australia.
The initial franchise fee associated with buying a franchise varies depending on the circumstances. The fee for
a new franchise is $14,999 for a regular fitness center. Actual investment costs experienced by a franchisee can
vary significantly depending on a host of variables, including: lease expense, equipment purchases, fixtures and
leasehold improvements. The Company must approve the lease agreement signed by the franchisee and provide
training to all franchisees. If a suitable site cannot be agreed on with in 60 days of signing the franchise
agreement, a refund of up to $5,000 can be requested. The initial franchise fee paid above the $5,000 is retained
by the Company.
There is a monthly franchise fee of $359 to $419 depending on when the franchise agreement was signed.
Franchisees are also required to pay a monthly national advertising fee of$150, this amount is used for current
and future advertising and marketing campaigns. Additional local advertising costs may apply.
The Company provides, opens, buys and operates fitness centers of its own. These fitness centers are subject to
the same monthly fee structure as other franchisees.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the
United State of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. The Company
regularly assesses these estimates and, while actual results could differ, management believes that the estimates
are reasonable.
CASH
The Company maintains its cash in financial institutions which, at times, may exceed federally insured limits of
$250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any
significant cash credit risk. The Company considers all highly liquid investments available for current use with
an initial maturity of three months or less to be cash and cash equivalents.
ACCOUNTS RECEIVABLE
Accounts receivable evolve in the normal course of business. It is the policy of management to review the
outstanding accounts receivable at year end, as well as the bad debt expenses in the past, and establish an
allowance for doubtful accounts for uncollectible amounts, if necessary.
IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS
In 2007, the Company paid and capitalized fees for the development ofintemational trademarks which have
indefinite lives.
9

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 3 I, 2008
The Company reviews long. lived assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset to future
forecasted net undiscounted cash flows expected to be generated by the asset. If such assets are considered to
be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the
assets exceeds the discounted cash flows or appraised values, depending upon the nature of the assets. No such
impairment charges were recognized for the year ended December 31, 2008.
PROPERTY AND EQUIPMENT AND DEPRECIATION METHODS
Property and equipment are recorded at cost. Expenditures for major additions and improvements are
capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When
property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed
from the accounts and any resulting gain or loss is included in the results of operations for the respective period.
Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for
financial statement purposes. The estimated useful lives for fitness equipment and furniture are from 5 to 7
years. Depreciation of leasehold improvements is computed using the straight-line method over the shorter of
the remaining lease term or the estimated useful lives of the improvements. Assets held under capital leases are
recorded at the lower of the net present value of the minimum lease payments or the fair market value of the
leased assets at the inception of the lease. Depreciation expense is computed using the straight-line method
over the shorter of the estimated useful lives of the assets or the period of the related lease.
INCOME TAXES
The Company has elected under the Internal Revenue Code to be taxed as an S Corporation. In lieu of federal
and certain state corporate income taxes, the stockholders ofan S Corporation are taxed on their proportionate
share of the Company's taxable income. Accordingly, the Company's financial statements do not reflect a
provision for federal and certain state income taxes. The Company has a provision for certain state taxes where
applicable.
FRANCHISE FEES AND REVENUE RECOGNITION
Revenues from the sale of franchise rights for individual franchise businesses are recognized when all of the
initial services required by the Company under the terms of its franchise agreement have been performed,
including; training, a marketing plan, assistance with opening centers and operations manuals. Under the
franchise agreement, the first $5,000 of the initial franchise fee is deferred for the first 60 days after a franchisee
has signed the franchise agreement until a location has been formally approved. The remaining portion of the
initial franchise fee is recognized when training has occurred or been offered to franchisees, whichever happens
first. Direct costs associated with a specific franchise business are expressed when the related revenue is
recognized. Revenues from continuing royalties are recognized monthly based on monthly dues.
Receipts from the advertising portion of the franchise agreement are recorded as a liability on the balance sheet
and subsequent payments for advertising are offset against the liability as incurred.
Revenue recognized from franchise sales amounted to approximately $5,000,000 for the year ended December
31,2008.
10

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
ADVERTISING COSTS
Advertising costs associated with solicitation of new franchisees are expenses as incurred. Advertising costs
totaled $369,088 at December 31, 2008.
Note 2 FRANCHISE INFORMATION
As of December 31,2008, the Company had sold approximately 1,800 territories, of which 463 were sold in 2008.
Of the territories sold, 958 total fitness centers are open with 375 opened in 2008.
Note 3 CORPORATE OWNED FITNESS CENTERS
The Company is the owner/operator of9 fitness centers. Revenue and expenses for the corporate owned fitness
clubs was $2,561,123 and $2,410,540, respectively, for the year ended December 31, 2008.
Note 4 RELATED PARTY TRANSACTIONS
The Company rents office space on a monthly basis from a Company related by common ownership. Rent expense
paid to related parties was $351,646 for the year ended December 31, 2008. The lease calls for monthly payments in
the amount of $18,264 per month, adjusted annually to meet the cash flow needs of North em Funding, LLP. The
lease expires December 31, 2009 and contains four options to extend the term for five years each. See Note 10 for
future minimum obligations under this lease.
The Company receives referral fees from Companies with common ownership. These fees represent a portion of
monthly fees collected by the related entities from franchisees for services such as; security monitoring, software
support and web hosting. Referral fees collected from these entities are $269,720 for the year ended December 31,
2008.
At December 31,2008, the Company has a receivable from a shareholder in the amount of$52,108. The amount is
due on demand.
At December 31, 2008, the Company has receivables from entities related by common ownership in the amount of
$543,280.
Note 5 NOTE RECEIVABLE
The Company has a note receivable from a former franchisee. In exchange for which the rights to run the fitness
club under another name, the former franchisee owes the Company $52,500. The agreement calls for eight quarterly
installments of$5,000 starting January 1,2009, due October 2010. If the first eight payments are received timely
the payee shall reduce the amount owed to $40,000, and as such any additional principle and interest owed will be
waived. The Company has deferred the revenue associated with the contingent lump sum payment that is due if the
payee does not pay the first eight payments timely.
11

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
Notes receivable consist of the following:
Note 6 FIXED ASSETS
Fixed assets consist of the following:
Note receivable - former franchisee
Less current portion
Long-term note receivable
Leasehold improvements
Equipment
Fitness equipment
Furniture and equipment
Website development costs
Backend development costs
Total
Less: Accumulated depreciation
Property and equipment, net
2008
$52,500
(16,334)
$36,166
Depreciation expense for the year ended December 31,2008 amounted to $279,738.
Note 7 INTANGIBLE ASSETS
Intangible assets consist of the following:
Trademarks
Goodwill
Promotional video
Total
Less: Accumulated amortization
Net intangible assets
2008
$152,124
184,470
1,039,756
487,029
48,386
418,413
2,330,178
(987,763)
$1,342,415
2008
$28,476
31,071
14,378
73,925
(14,378)
$59,547
Amortization of intangible assets for the year ended December 31, 2008 amounted to $1,185.
12

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
Note 8 LONG-TERM DEBT
Long-term debt consists of the following:
2008
Promissory note payable in 60 monthly installments of
$4,868 including interest at 6.29%, maturing in March
2013, payable to Anchor Bank. Secured by assets of
the Company. $217,001
Promissory note payable in 60 monthly installments of
$3,142 including interest at 6.62%, maturing in November
2013, payable to Anchor Bank. Secured by assets of
the Company. 155,249
Note payable to bank - this note is not fulJy funded at
December 31,2008. There is a maximum funding of up to
$160,000, of which $143,407 is funded at December 31, 2008.
The note is due November 2013, payable in 60 monthly
instalJments, the amount is to be determined once fully
funded; including interest at 6.62%. Secured by assets
of the Company. 143,407
Note payable to bank - this note is not fully funded at
December 31, 2008. There is a maximum funding of up to
$140,000, of which $35,390 is funded at December 31, 2008.
The note is due March 2014, payable in 60 monthly
installments, the amount is to be determined once fully
funded; including interest at 7.34%. Secured by assets
of the Company. 35,390
Promissory note payable in 48 monthly installments of
$3,491 including interest at 7.10%, maturing in November
201 I, payable to Anchor Bank. Secured by assets of
the Company. 109,924
Promissory note payable in 60 monthly installments of
$2,471 including interest 7.95%, maturing in August
2012, payable to Anchor Bank. Secured by assets of
the Company. 92,152
13

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31,2008
Promissory note payable in 60 monthly installments of
$2,946 including interest 7.1%, maturing in March
20l3, payable to Anchor Banle Secured by assets of
the Company.
Promissory note payable in 60 monthly installments of
$1,432 including interest 8.25%, maturing in December
2011, payable to Anchor Bank. Secured by assets of
the Company.
Total long-term notes portion
Less current portion
Long-term notes payable
Future minimum debt payments are as follows:
2009
2010
2011
2012
2013
Thereafter
Total principal payments
Note 9 CAPITALIZED LEASE OBLIGATIONS
Year Ending
December 31,
2009
2010
2011
Total minimum lease payments
Less: amount representing interest
$217,149
225,271
222,576
170,668
85,163
8,853
$929,680
Net present value of minimum lease obligations
Less: current portion
Long-term portion
14
Amount
$112,077
73,743
22,761
208,581
(13,376)
195,205
(102,912)
$91,838
$129,743
46,815
929,680
(217,149)
$712,531

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
The following equipment is held under capital leases at December 31, 2008:
Fitness equipment
Less: Accumulated depreciation
$313,643
114,046
$427,690
Depreciation of equipment held under capital leases was $97,542 for the year ending December 31, 2008.
Note 10 BUILDING AND EOUIPMENT OPERATING LEASES
The Company leases various equipment and facilities under operating leases with terms of 5 to 8 years. The
Company's office is leased from a related party as discussed in Note 4. Under these facility leases, the Company is
obligated to pay all repair and maintenance costs. Total rent expense was $866,209 for the year ending December
31,2008.
The future minimum rental payments due under non-cancelable operating leases at December 31,2008 are as
follows:
0Eeratin& Leases
Related Party Unrelated Party
Real Estate Real Estate EguiEment Total
2009 $219,173 $431,959 $41,069 $692,201
2010 495,627 41,069 536,696
2011 456,902 41,069 497,971
2012 420,514 24,126 444,640
2013 332,328 6,032 338,360
Thereafter 63,623 63,623
Total lease commitments $219,173 $2,200,953 $153,365 $2,573,491
Note 11 RETIREMENT PLAN
The Company sponsors a 401(1

ANYTIME FITNESS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31,2008
Note 13 RECENTLY ISSUED ACCOUNTING STANDARDS
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards
No. 157, "Fair Value Measurements" (SFAS 157). The statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands disclosures about fair value
measurements. SF AS 157 is effective for financial statements issued for fiscal years beginning November 15, 2007
for all financial assets and liabilities and any other assets and liabilities that are recognized or disclosed at fair value
on a recurring basis. For nonfinancial assets and liabilities, SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15,2008. The Company does not expect the adoption of this Statement to
have a material effect on its Financial Statements.
In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" (SFAS 159). The statement permits
entities to choose to measure many financial instruments and certain other items at fair value that are not currently
required to be measured at fair value. SF AS 159 is effective for fiscal years beginning after November 15,2007.
The adoption of SF AS 159 did not have a material impact on the Company's financial statements.
In June 2006, the Financial Accounting Standards Board issued interpretation No. 48 "Accounting for Uncertainty in
Income Taxes" (FIN 48). This interpretation prescribes a comprehensive model for the financial statement
recognition, measurement, presentation, and disclosure ofuncertairi tax positions taken or expected to be taken in
income tax returns. In December 2008, the Financial Accounting Standards Board issued FASB Staff position No.
48-3 which delayed the effective date for certain nonpublic enterprises to fiscal years beginning after December 15,
2008 therefore the provisions of FIN 48 will be effective beginning January 1,2009. The Company is currently
evaluating the impact the standard will have on its financial statements.
16

ANYTIME FI1NESS, LLC
(f/k/a ANYTIME FI1NESS, INC.)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31,2007 AND 2006

ANYTllvIE FITNESS, INC.
FINANCIAL STATEMENTS
YEARS ENDED DECE1V!BER 31,2007 AND 2006

A.u.ytim e Fitness, Inc.
Table ofContems
Years En ded Decem beT 31, 2007, 2006, !Ul d 2005
INDEPENDENT AUDITORS' REPORT
FJNANClAL STATEMENTS
Balance sheets
Income Statements
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW rnFORMATION
2007 2006 200S
Cash paid for interest $ 76,084 $ 77,892 $ 77;263
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING ACTMTIES
Equipment acquisition financed with a note paya.ble $ 321,423 $ 70.500 $
CapitalJeases $ $ $ 824,707
See notes to financial statements
6

FDD
EXIDBITE
FRANCHISE AGREEMENT, GUARANTY, GENERAL RELEASE AND
STATE SPECIFIC ADDENDA TO FRANCHISE AGREEMENT

FA 12/09
FRANCHISE AGREEMENT
ANYTIME FITNESS, LLC
12181 Margo Avenue South
Hastings, Minnesota 55033
(651) 438-5000
www.anytimefitness.com

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 ............................................................................................................ 4
5. MONTHLY FEE .............................................................................................................................. 5
6. ADVERTISING AND PROMOTION ............................................................................................. 6
7. ANYTIME FITNESS CENTER PREMISES .................................................................................. 6
8. COMPANY OBLIGATIONS .......................................................................................................... 7
9. APPEARANCE AND OPERATION OF YOUR ANYTIME FITNESS CENTER ........................ 8
10. CONFIDENTIAL INFORMATION/IMPROVEMENTS ............................................................. 13
11. INSURANCE: INDEMNIFICATION ........................................................................................... 14
12. FINANCIAL STATEMENTS AND AUDIT RIGHTS ................................................................. 15
13. ASSIGNMENT OF FRANCHISE AGREEMENT ....................................................................... 15
14. OUR TERMINATION RIGHTS ................................................................................................... 17
15. YOUR TERMINATION RIGHTS: NOTICE REQUIRED ........................................................... 19
16. YOUR OBLIGATIONS UPON TERMINATION OR EXPIRATION ......................................... 19
17. YOUR COVENANTS NOT TO COMPETE ................................................................................ 21
18. ENFORCEMENT .......................................................................................................................... 22
19. RIGHT OF FIRST REFUSAL ....................................................................................................... 24
20. MISCELLANEOUS ....................................................................................................................... 25
21. NOTICES ....................................................................................................................................... 27
22. ACKNOWLEDGEMENTS ........................................................................................................... 27
RIDER ................................................................................................................... 28
1243287.2
FA 12/09

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
boutique fitness centers with the potential for minimal overhead and labor costs 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. Unless otherwise agreed in writing by us, you must have a site approved by us for the
location of your Anytime Fitness Center within ninety (90) days from the signing of this Agreement, and
you must open your Anytime Fitness Center within one hundred eighty (180) days from the signing of
this Agreement. Thereafter, you must diligently operate your Anytime Fitness Center in accordance with
this Agreement for the term of this Agreement. Notwithstanding the foregoing, if you are entering into
this Agreement pursuant to the terms of an Area Development Agreement executed between you 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). 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
FA 12/09

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, during the term
of this Agreement, we will not operate or license to anyone else the right to operate an Anytime Fitness
center from any other location 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
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 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; and (iii) 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.
2. TERM; RENEWAL RIGHTS
A. Initial Term. The term of this Agreement is for five (5) years commencing on the
Effective Date of this Agreement, unless terminated earlier as provided in this Agreement.
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 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 decor;
4. you pay us a renewal fee at least thirty (30) days prior to the expiration of the
initial term of this Agreement in an amount equal to Five Hundred Dollars ($500) (the "Renewal Fee");
5. you sign the standard Franchise Agreement then being used by us, provided that
you pay the Renewal Fee in lieu ofthe Initial Franchise Fee set forth in the then-current Franchise
Agreement. The terms of such Franchise Agreement may differ from this Agreement, including higher
FA 12/09 2

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;
by us; and
7. your management staff successfully completes any refresher training prescribed
8. you sign and deliver to us a general release, in the form we prescribe, releasing,
to the fullest extent permitted under the laws ofthe state where your Anytime Fitness Center is located,
all claims that you may have against us and our affiliates and our respective officers, directors,
shareholders, employees, insurers, consultants, contractors and agents, in both their corporate and
individual capacities.
3. MARKS AND COPYRIGHTS
A. Identitv 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
smaller center, 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 and you hereby assign the same to us. We shall 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 must, however, have our prior written approval.
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, web sites,
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
FA 12/09 3

your corporate, partnership, limited liability company or other entity name. You also will not use the
words "Anytime Fitness" or any similar name in any domain name or URL you establish.
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. Ifwe 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 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. 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. 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 ofthis
Agreement and, except as provided in Section 7, is nonrefundable in consideration of the expenses
incurred by us in granting this franchise and for the lost or deferred opportunity to franchise others.
FA 12/09 4

5. MONTHLY FEE
A. Monthly Fee. You will pay to us a monthly royalty payment (the "Monthly Fee"). The
Monthly Fee will initially be Four Hundred Nineteen Dollars ($419) per month (unless your Anytime
Fitness Center will be operated under the name, "Anytime Fitness Express," and is located in the same
territory we granted to you for an Anytime Fitness Center you are operating, in which case the Monthly
Fee will initially be Three Hundred Fifty-nine Dollars ($359) per month). On January 1 of each year,
beginning January 1,2010, 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. 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. The Monthly Fee is due on or before the first day of each month. If you open after the first
day of the month, the Monthly Fee is not due until the month that begins immediately after the month that
your Anytime Fitness Center opens. 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 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, advertising contributions,
purchases from us or our affiliates, interest, collection costs or any other indebtedness.
2. You hereby authorize your billing and payment processor to deduct from any
monies it collects on your behalf the amount of all fees you are obligated to pay us and to pay those fees
to us 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 business.
FA 12/09 5

6. ADVERTISING AND PROMOTION
A. Grand Opening Advertising. You agree to conduct a grand opening advertising and
promotional program for your Anytime Fitness Center within thirty (30) days of the opening of your
Anytime Fitness Center. Such grand opening advertising and promotional program must meet the
standards we establish from time to time.
B. Advertising Fee. We have established a general advertising and marketing fund (the
"Fund"), and we require you to contribute each month to the Fund (the "General Advertising Fees").
1. The General Advertising 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 Fees continues through the term of
this Agreement. You will also pay the full amount of the General Advertising Fees for the last month of
the term of this Agreement, regardless the actual termination date of this Agreement.
2. The General Advertising 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. We reserve the right to increase the General Advertising Fee upon thirty
(30) days' written notice, provided, however, that the General Advertising Fee will not be more than the
greater of (i) One Hundred and Fifty Dollars ($150) per month, or (ii) one (1 %) percent of all the
revenues generated by your Anytime Fitness Center during the preceding 12 months. We will use these
fees as we feel appropriate for the general promotion of our system (and not necessarily specifically in
your market), including the cost of administering the fund, but we will not use these fees for any
advertising that is primarily directed at helping us sell franchises.
C. Local Expenditures. In addition to the General Advertising Fees, we reserve the right to
establish a program requiring that all or some of our franchisees spend certain amounts of money on
approved local advertising (the "Program"). In areas in which the Program has been established prior to
the opening of your Anytime Fitness Center, you must participate in the Program upon opening of your
Anytime Fitness Center. In areas where we have not established the Program before you open your
Anytime Fitness Center, we may do so upon written notice, at which time you will start spending the
amounts of money mandated by the Program (the "Local Advertising Fees"). The Local Advertising 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, provided, however, that the
Local Advertising Fees will not be more than the greater of (i) One Hundred and Fifty Dollars ($150) per
month, or (ii) one (1 %) percent of all the revenues generated by your Anytime Fitness Center during the
preceding 12 months. We may, at our option, require you to submit to us for our prior approval any
advertising you propose to use for the promotion of your Anytime Fitness center.
D. Yellow Pages Advertising. You will, at your own expense, obtain (or contribute to the
cost of obtaining) a listing for your Anytime Fitness Center in the principal ''yellow pages" and other
telephone directory serving your area and each such listing will be ofthe style, format and size, and in
such form, as we may specify from time to time. This expense is separate from, and not included within,
the General Advertising Fees or the Local Advertising Fees.
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.
FA 12/09 6

1. 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.
2. If you and we are unable to agree upon a site within ninety (90) days following
the Effective Date, we will have the right to terminate this Agreement. Ifwe exercise this option during
the first one hundred twenty (120) days following the Effective Date, then we will give you the option of
signing a termination agreement and releasing us from any further responsibilities to you, in which case
we will refund Five Thousand Dollars ($5,000) ofthe Initial Franchise Fee already paid by you, and
retain the balance to cover our expenses (unless the Initial Franchise Fee was less than Ten Thousand
Dollars ($10,000), in which case we will retain Five Thousand Dollars ($5,000) and, provided you sign
the termination agreement, refund any balance); provided, however, that if you elected to pay the Initial
Franchise Fee in two (2) installments, then you must still pay the second installment to us when it is
otherwise due (but in no event later than the date of termination of this Agreement), but we will still give
you the option of signing a termination agreement and releasing us from any further responsibility to you,
in which case we will discount the second installment by Five Thousand Dollars ($5,000), retaining the
balance to cover our expenses.
B. Relocation. You may not move or relocate your Anytime Fitness Center without our
prior written consent, which consent shall not be unreasonably withheld. The request for relocation must
be made in writing, stating the new location, and received by us at least sixty (60) days prior to the date of
intended relocation. 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, or within three (3) miles of any
other Anytime Fitness center location that is open or under development.
8. COMPANY OBLIGATIONS
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) (the "Principal Operator"), anyone owning a controlling interest
in your Anytime Fitness Center if other than the Principal Operator (and at least one (1) person signing
this Agreement if more than one (1) person signs and nobody holds a controlling interest), must complete
the training program before you open your Anytime Fitness center. If anyone other than someone who
has guaranteed this Agreement 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 period of the training program will be at our discretion, but generally will be for not less
than three (3) days and will be scheduled by us in our discretion. 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.
FA 12/09 7

C. 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. The
Principal Operator is required to annually attend our annual conference. In addition, during the first
twelve (12) months following the opening of your Anytime Fitness Center, the Principal Operator must
attend at least one (1) "Vitals" program we offer at our corporate office or in any region.
D. Manual. We will loan you one copy ofthe 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. You will comply with all 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 time 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 will operate your business in conformance with all
mandatory provisions of these manuals. You acknowledge that these manuals are designed to protect our
standards and systems and our Marks, and not to control the day-to-day operation of your Anytime
Fitness Center.
E. 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.
F. 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 preopening
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. We will provide you with a prototype floor plan, as well as a list of the
equipment, displays, fixtures, and furnishings (the "Prototype") for setting up or remodeling your
Anytime Fitness Center. There will be some specifications in the Prototype that we will specify as
mandatory (the "Mandatory Specifications"), and you must follow the Mandatory Specifications unless
(due to particular circumstances of your Anytime Fitness Center) we agree in writing that you need not
follow some of the Mandatory Specifications. You will make no changes to any building plan, design,
layout or decor, or any equipment or signage without our prior written consent, and such changes will not
be contrary to the Mandatory Specifications.
B. fuw. 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
FA 12/09 8

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.
C. Services. You will conform to all quality and customer service standards prescribed by
us in writing, provided that the standards are not specifically set for you, but are set for our entire system,
or a specific region or market in which other Anytime Fitness centers are operating.
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.
E. Approved Information System. We may designate the information system used in your
Anytime Fitness Center, including the cash register and/or 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.
1. You will be required to acquire the right to use the Information System, obtain
peripheral equipment and accessories and arrange for installation, required maintenance and support
services, all at your cost. Installation must be performed by a person we have approved and trained.
2. So long as you are using our preferred vendor for your billing and payment
processing, we or one of our affiliates will provide you, free of charge, one license for its "24-hour
access" software program (the "24 Hour Software") for use at your Anytime Fitness Center, subject to all
applicable license terms and conditions. The 24 Hour 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 24 Hour Software, and you must pay us or our affiliate a monthly
support fee for its ongoing support of the software. 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 24 Hour Software and its billing and payment processing, except to the
extent arising from such party's gross negligence or intentional acts.
3. 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.
4. You will be responsible for the cost of all required upgrades.
5. We may require you to have e-mail and/or high speed Internet access capabilities
at your Anytime Fitness Center location and/or management location.
F. Billing and Payment Processing Services. We have the right to designate one or more
preferred vendors for billing and payment processing services. You must use the preferred vendor that
we designate (or one of the preferred vendors if we designate more than one) for all your billing and
payment processing. You must pay the preferred vendor their customary charges for these billing and
payment processing services, as well as their customary charges for all other ancillary services they
provide.
FA 12/09 9

G. The Anytime Fitness Home Page. We will establish and maintain an Internet website or
home page (the "Anytime Fitness Home Page") to advertise and promote the Anytime Fitness franchises,
pursuant to the following:
1. All features of the Anytime Fitness Home Page, including the domain name,
content, format, and links to other websites, will be determined by us in our sole discretion. We will also
have the right to modifY, suspend or temporarily or permanently discontinue the Anytime Fitness Home
Page at any time, in our sole discretion. We and our affiliates will have the right to sell merchandise
directly to retail and/or wholesale customers via the Internet under the "Anytime Fitness" name and the
Marks, to create a website or home page containing the "Anytime Fitness" name and the Marks, and the
exclusive right to reserve or to use "Anytime Fitness" or any derivative or related or similar domain name
or e-mail address (without regard to domain name suffix).
2. You must establish your own web page, but only through our Club Website
Management System, or other designated source. We (or our designee) will develop the web page for
you, but you will be responsible for the web page development fee then applicable (the "Website
Development Fee"). We will also provide a template to you for your web page, and you can develop your
web page, but your web page must use the template we provide to you. After your web page has been
developed, you must submit all content for that web page to us and obtain our approval before you post
that content to your site. Once we approve your content, we will establish that web page for you through
a link from our Anytime Fitness Home Page. We will then continue to carry your web page content
through a link from our Home Page.
a. You may not advertise any goods or services on your website that you do not
offer at your Anytime Fitness Center, or that we have not approved.
b. You will be required to pay us (or our designee) a monthly web page
maintenance fee (the "Website Maintenance Fees") in existence from time to
time for providing this service.
c. In no event will you be permitted to establish your own Internet site, separate
from our Home Page, to promote your Anytime Fitness center, and you may not
use any of the Marks in any Internet website or home page without our prior
written consent.
d. The web page, website or home page for your Anytime Fitness Center, including
any e-mail addresses, will automatically terminate and revert to us at the time this
Agreement is terminated.
e. 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 Anytime Fitness Home Page, including, if applicable, the web
page for your Anytime Fitness Center, unless such liability arises out of our gross
negligence or intentional acts.
H. 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. However, 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.
FA 12/09 10

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.
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.
3. Within ninety (90) days after you open your Anytime Fitness Center, we will
send someone to visit your center. 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. You must reimburse us
for 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.
I. 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 all1icensing and bonding requirements,
health and safety regulations 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.
J. 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.
K. 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.
L. Personnel. You will designate an individual to serve as the Principal Operator of your
Anytime Fitness Center. The Principal Operator will devote hislher 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 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. You will have a duly qualified and trained Principal
Operator at all times during the term of the Agreement. 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.
FA 12/09 11

M. 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 videotapes 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 videotapes 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 videotapes.
N. Ownership ofInformation. All of the information we or our affiliates obtain from you or
about your Anytime Fitness Center or its customers ("the Information") and all revenues we derive from
the Information will be our property. However, you may at any time during or after the term of this
Agreement use, 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.
O. Manual. You will operate your Anytime Fitness Center in accordance with the Manual, a
copy of which you will have on loan from us. 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. You
will insure that your copy of the Manual is kept current with revisions that we send to you from time to
time. In the event of any dispute as to the contents ofthe Manual, the terms of the master copy ofthe
Manual maintained by us will control.
P. Access; Reciprocitv. 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 club to another club 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.
Q. 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 visit 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.
FA 12/09 12

You will also allow us to visit your Anytime Fitness Center with prospective franchisees during your
business hours.
R. 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.
S. 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.
T. 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 in the operation of
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 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 approved items may only be available
from one source, and we or our affiliates may be that source.
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.
U. Taxes. 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 are required to pay.)
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
FA 12/09 13

your Anytime Fitness Center and use it only for the operation of your Anytime Fitness Center. At our
request, you will be required to deliver to us confidentiality agreements and non-compete agreements in a
form satisfactory to us from your owners, the spouses of your owners, and your employees. The scope of
the confidentiality agreements shall be consistent with the provisions of this Section to.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 to us, without charge, any rights, 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 secret. We will, however, authorize you to use any Improvement
authorized generally for use by our other franchisees.
11. INSURANCE: INDEMNIFICA nON
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 in such types as we may require or as required by law from time to time. All such
policies will have minimum limits we may prescribe from time to time, and shall be with carriers who
have minimum ratings that we may prescribe from time to time. Such insurance policies will expressly
protect both you and us 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 certificate of insurance 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
original certificates of insurance 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 certificate 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-
FA 12/09 14

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.
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 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 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 from you
during the year, and you will deliver those financial statements to us when, and in the form and manner,
we require.
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 ofthe rights, interests,
benefits or obligations arising under it without restriction. Upon any transfer or assignment of this
FA 12/09 15

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.
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 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) ofthose
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;
FA 12/09 16

7. prior to the date of the proposed Transfer, the proposed transferee's Principal
Operator successfully completes such training and instruction as we deem necessary;
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 the amount set forth in the Rider
as the Initial Franchise Fee, up to a maximum of Nine Thousand Nine Hundred Ninety-nine Dollars
($9,999). If the Transfer occurs after your Anytime Fitness Center is open, then the transfer fee will be
Four Thousand Nine Hundred Dollars ($4,900); provided, however, that ifthe Transfer occurs after your
Anytime Fitness Center is open and the Transfer is to someone who already is a franchisee of ours, or is a
guarantor of an existing franchisee, we will reduce the fee to Two Thousand Five Hundred Dollars
($2,500).
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 ofthis 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. 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 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;
FA 12/09 17

3. you or any of your owners make an unauthorized Transfer under this Agreement;
4. you or any of your owners is 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 is reasonably likely to have an adverse effect on the System, the Marks or the
goodwill associated therewith;
5. you are given three (3) or more notices of being in material violation of any of
the terms or requirements ofthis Agreement within any twelve (12) month period, whether or not such
defaults are timely cured after notice;
6. 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;
7. you knowingly or intentionally maintain false books or records or submit any
false record, statement or report to us; or
8. 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 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 one hundred eighty (180) days from the Effective Date of this Agreement;
2. you fail, refuse, or neglect to promptly pay when due any monies owing to us,
our Affiliates, to the Fund, to the Program, 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 sell non-approved products or services; or
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.
FA 12/09 18

C. Applicable Law. If the provisions of this Section 14 are inconsistent with applicable law,
the applicable law will apply.
D. Pre-termination Options. Prior to the termination of this Agreement, if you fail to pay
any amounts owed to us or our affiliates or fail to comply with any term of this Agreement, then in
addition to our right to terminate this Agreement or to bring a claim for damages, we have the option:
1. to remove the listing of your Anytime Fitness Center from all advertising
published or approved by us;
2. to cease listing your Anytime Fitness Center on our Anytime Fitness® Home
Page, and to discontinue any links from that site to any site for your Anytime Fitness Center;
us;
3. to prohibit you from attending any meetings or programs held or sponsored by
4. to 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); and/or
or otherwise.
5. to suspend all services we or our affiliates provide to you under this Agreement
Our actions, as outlined in this Section 14.0 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, 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 REOUIRED
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, 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 mayor 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.
FA 12/09 19

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.
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. You will take such actions as may be necessary to cancel any assumed name, domain
name, e-mail address, or similar registration that contains the Mark "Anytime Fitness®" or any other
Mark. 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 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 ofthe Marks.
F. You will pay all sums owed to us within five (5) days after termination, and 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, 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.
G. 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 domain names and e-mail addresses that include the words
"Anytime Fitness" or if we do not so request, you will cease all use of such telephone numbers as well as
any domain names and e-mail address that include the words "Anytime Fitness."
H. 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.
I. 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 effect your obligations under Sections 16D and
16G, and you hereby irrevocably appoint us as your attorney in fact to do so, which appointment is
coupled with an interest.
J. 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.
FA 12/09 20

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, 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, 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 club 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 club, (ii) the fitness club does not utilize a keyless entry system, (iii) the club
is not open more than eighteen (18) hours per day, and (iv) you terminate your employment with that
fitness club, and any other relationship you have with that fitness club, 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 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,
franchise, conduct, engage in, be connected with, have any interest in or assist any person or entity
engaged in any fitness center, which is located within the Protected Territory or within a twenty (20) mile
radius of any Anytime Fitness center, wherever located, whether within the Protected Territory or
elsewhere; provided, however, that in cities having a population of more than 50,000 persons, the
foregoing twenty (20) mile radius restriction will be limited to a radius offive (5) miles from any
Anytime Fitness center (including the one you formerly operated under this Agreement).
Notwithstanding the foregoing, if you close your Anytime Fitness Center (and the term "close" for these
purposes shall mean that the facility permanently closes, and that you do not sell the business or the assets
of the business to someone else who operates at that location), and if you do not own any other Anytime
Fitness Center under any other agreement with us, you may accept employment at another fitness club
that is operated at a site other than the one at which your Anytime Fitness Center previously operated,
provided that (i) neither you nor any member of your immediate family owns any equity interest in the
fitness club, (ii) the fitness club does not utilize a keyless entry system, and (iii) the club is not open more
than eighteen (18) hours per day.
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.
FA 12/09 21

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 will be extended until two (2) years after you cease violating the restriction.
18. ENFORCEMENT
A. Injunctive Relief! Attorneys' Fees. We will be entitled, upon posting of a bond to be
determined by a court or arbitrator, but not to exceed One Thousand Dollars ($1,000) to the entry of
temporary restraining orders and temporary and permanent injunctions enforcing the provisions of this
Agreement, and any of our specifications, standards, or operating procedures, or any of your other
obligations to us. 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. Our right to obtain injunctive or other equitable relief is in addition to any other
right we may have under this Agreement and will in no way limit or prohibit us from obtaining money
damages from you if you breach this Agreement.
B. Mediation. Except where either of us believes it is necessary to seek 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), we each agree to enter into mediation of all disputes involving this Agreement or any other
aspect ofthe 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 of us to the other of 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 ifthis Section 18.B did not exist, or, at its option, make the selection of the
organization to provide mediation services. If one of us selects an organization that is unwilling to serve
as mediator, then the other one of us 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 ofthe claimed conflicts in dates. The person actually mediating the
dispute will be required to have at least five (5) 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 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 bring an
action or arbitration 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 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.B), then upon petition of whichever of us has a lawsuit or
FA 12/09 22

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 I8.B.
C. 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 relating to any
provision of this Agreement or to any of our standards or operating procedures, or other obligation of
either of us, 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 us (even if additional
persons are named as parties to such action), 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 ofthe 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 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.C.
4. 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.
5. 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 Subparagraph I8.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.
FA 12/09 23

6. 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 of us institutes 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.
D. 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 ofthe
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.
E. 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. We each waive any objection 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
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.
F. Jury Waiver. EACH OF US WAIVES OUR 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.
G. 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 waive the right to assert that principles of collateral estoppel
prevent either of us from raising any claim or defense in an action between us if either of us lost a similar
claim or defense in another action.
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. Ifwe 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
FA 12/09 24

provisions relating to assignment. The sale or lease must, however, be completed within sixty (60) days
of the termination ofthe 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 Monthly Fee, advertising 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.), 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 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. You agree that no claims, representations or warrantees of earnings, sales, profits,
or success of your Anytime Fitness Center have been made to you. This Agreement is the entire
agreement between us and contains all the terms, conditions, rights and obligations between us with
FA 12/09 25

espect to your Anytime Fitness Center and any other aspect of the relationship between us, and cannot be
amended except by a written agreement signed by each of us.
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 19.H, neither of us will be deemed
to have waived any obligation of the other, or to have agreed to any modification ofthis 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 ofthis 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 breach or violation of this Agreement within one (1) year from the
date you have knowledge, determine, are ofthe 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 breach or violation 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
breach or violation, or from using the alleged breach or violation as a defense to any action we may
maintain against you.
I. Time. Time is of the essence to this Agreement.
1. Counterparts. This Agreement may be signed in counterparts, each of which will be
considered an original.
K. Entire Agreement. The preambles are a part ofthis Agreement. This Agreement,
together with its exhibits, constitute the entire agreement between the parties with respect to the entire
subject matter ofthis Agreement and embody and supersede all prior agreements and negotiations with
respect to this subject matter. 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, 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.
FA 12/09 26

L. 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 ofthe 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.
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 fordeliverybycertifiedmail.postagepre-paid.and.in
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
12181 Margo Avenue South
Hastings, Minnesota 55033
Attention: President
Notice to you: See Rider
22. ACKNOWLEDGEMENTS
A. Independent Investigation. You acknowledge that you have conducted an independent
investigation ofthe 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.
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
FA 12/09 27

centers that we or our affiliates operate), and you will not be entitled to require us to grant similar
variations or privileges to you.
FA 12/09
[THIS AGREEMENT CONTINUES WITH A RIDER AND INITIAL FRANCHISE FEE
ATTACHMENT, WHICH ARE A PART OF THIS AGREEMENT]
28

1. Effective Date: ________ _
FRANCHISE AGREEMENT RIDER
2. Franchisee: ______________________________ _
3. 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
locations 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.
4. Protected Territory:
5. Initial Franchise Fee (see Initial Franchise Fee Attachment).
6. Address for notice to you:
IN WITNESS WHEREOF, we and you have signed this Agreement as of the Effective Date set
forth above.
FRANCHISOR: FRANCHISEE:
ANYTIME FITNESS, LLC
By: _____________ _ By: _____________ _
Its: _____________ _ Its: _____________ _
1243287.2
FA 12/09 29
By: _____________ _
Its: ______________ _

FRANCHISEE: _______ _
INITIAL FRANCHISE FEE ATTACHMENT TO RIDER
The initial franchise fee is the one that is initialed by you and by us.
/
----
/
----
/
----
/
----
/
----
/
----
FA 12/09
New Franchisee, Full-Size Club (including conversion clubs): Installment payment
alternative, selected at your option - $19,999, payable $9,999 when you sign this
Agreement, and the balance of $1 0,000 at the earlier of 90 days from the date you sign
this Agreement, or the date you begin the initial training program described in
Paragraph 8(B) of this Agreement.
New Franchisee, Full-Size Club (including conversion clubs): $17,999, payable in full
when you sign this Agreement.
New Franchisee, Full-Size Club (including conversion clubs) (Qualified Veterans
Only): Installment payment alternative, selected at your option - $15,999, payable $7,999
when you sign this Agreement, and the balance of $8,000 at the earlier of 90 days from
the date you sign this Agreement, or the date you begin the initial training program
described in Paragraph 8(B) of this Agreement.
New Franchisee, Full-Size Club (including conversion clubs) (Qualified Veterans
Only): $14,999, payable in full when you sign this Agreement.
New Franchisee - Anytime Fitness Express: $10,999, payable in full when you sign
this Agreement.
New Franchisee - Anytime Fitness Express (Qualified Veterans Only): $8,999,
payable in full when you sign this Agreement.
Existing Franchisee - Full-Size Club: $10,999, payable in full when you sign this
Agreement.
Existing Franchisee - Full-Size Club (Qualified Veterans Only): $8,999, payable in
full when you sign this Agreement.
Existing Franchisee - Anytime Fitness Express: $9,999, payable in full when you sign
this Agreement.
Existing Franchisee Anytime Fitness Express (Qualified Veterans Only): $7,999,
payable in full when you sign this Agreement.
Existing Franchisee - New Full Size Club or Anytime Fitness Express in your
existing Protected Territory: $6,999, payable in full when you sign this Agreement.
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.
30

PERSONAL GUARANTY AND AGREEMENT TO BE BOUND
PERSONALLY BY THE TERMS AND CONDITIONS
OF THE FRANCHISE AGREEMENT
In consideration of the execution ofthe 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 an 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
Name Print Name
Address Address
City State Zip Code City State Zip Code
Telephone Telephone

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, 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.]
NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT RELEASE ANY CLAIMS
THE UNDERSIGNED MAY HAVE THA T MAY NOT BE RELEASED PURSUANT TO THE
FRANCHISE LAWS WHERE THE UNDERSIGNED IS A RESIDENT OR WHERE THE
FRANCHISE IS LOCATED, TO THE EXTENT REQUIRED BY APPLICABLE LAW.

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE CALIFORNIA FRANCHISE INVESTMENT LAW
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:
The California Addendum is only applicable if you are a resident of California or if your business
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 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 oftermination 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 application of the laws and forum of Minnesota. This
provision may not be enforceable under California law.
4. 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.
5. 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.
6. California [Civil Code Section 1671] has statutes which restrict or prohibit the imposition
of liquidated damage provisions.
7. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the California Franchise Investment Law are met
independently without reference to this Addendum.
FA 12/09 CAFA-l

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
By: _____________ _ By: _____________ _
Its: _____________ _ Its: ______________ _
Date: ____________ _ Date: _____________ _
FA 12/09 CAFA-2

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE ILLINOIS FRANCHISE AND DISCLOSURE ACT OF 1987
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise Agreement, the
following provisions shall supersede any inconsistent provisions and apply to all Anytime Fitness
franchises offered and sold in the state of Illinois:
The 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 Franchise Agreement requires that the Agreement be
governed by the laws of the State of Minnesota, to the extent required by Rule 206.08 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 705119 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 ofthe Franchise Agreement is modified by the insertion of the following at
the end of such Section:
FA 12/09
"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 30 days."
IL FA - 1

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.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FI1NESS, LLC
Date: _____________ _
FA 12/09 ILFA-2

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE INDIANA FRANCHISE DISCLOSURE LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise Agreement, the
following provisions shall supersede any inconsistent provisions and apply to all Anytime Fitness
franchises offered and sold in the state of Indiana:
The Indiana Addendum is only applicable if you are a resident ofIndiana and your business will
be located in Indiana.
1. Section 2.B.S of the Agreement is hereby deleted in its entirety.
2. Section 13.B.7 of the Agreement is hereby deleted in its entirety.
3. Section 17.B ofthe Agreement shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"B. After Termination. 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 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, franchise,
conduct, engage in, be connected with, have any interest in or assist any person
or entity engaged in any fitness center, which is located within the Protected
Territory."
4. Sections IS.D, lS.F and lS.G of the Agreement are hereby deleted in their entirety.
5. Section 20.H is hereby amended by addition of the following language:
"Provided, however, any limitation of action is subject to the superseding
provisions ofInd. Code § 23-2-2.5-30 and Ind. Code § 23-2-2.7-7."
6. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the Indiana Franchise Disclosure Law are met
independently without reference to this Addendum.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
By: ____________ _ By: _____________ _
Its: ______________ _ Its: ______________ _
Date: _____________ _ Date: _____________ _
FA 12/09 IN FA -1

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE MARYLAND FRANCHISE REGISTRATION
AND DISCLOSURE LAW
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 sold to
residents in the state of Maryland:
1. Section l3.B.7 of the Franchise Agreement is revised to provide that, pursuant to
COMAR 02.02.0S.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 lS.E 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.
S. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure
Law (Md. Code Bus. Reg. §§ 14-201 through 14-233) are met independently without reference to this
Addendum.
FA 12/09 MD FA-l

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
By: _____________ _ By: _____________ _
Its: _____________ _ Its: ______________ _
Date: _____________ _ Date: _____________ _
FA 12/09 MDFA-2

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE MINNESOTA FRANCHISE LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Anytime
Fitness franchises offered and sold in the state of Minnesota:
The 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 oftermination (with 60 days
to cure) and 180 days notice for nonrenewal of the Franchise Agreement.
3. Section 3 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.0! to
80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
5. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the Minnesota Franchise Law or the Rules and
Regulations promulgated thereunder by the Minnesota Commissioner of Commerce are met
independently without reference to this Addendum.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
Its: ______________ _
Date: _____________ _ Date: ______________ _
FA 12/09 MNFA-l

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE NEW YORK GENERAL BUSINESS LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise Agreement, the
following provisions shall supersede any inconsistent provisions and apply to all Anytime Fitness
franchises offered and sold in the state of New York:
The New York Addendum is only applicable if you are a resident of New York or if your
business will be located in New York.
1. Section 8 .D of the Franchise Agreement is revised to include the following:
"Revisions to the manual will not unduly affect your obligations,
including economic requirements, under this Agreement."
2. Section l3.A ofthe Franchise Agreement is revised to include the following:
"The Franchisor will not make an assignment except to an assignee who,
in the Franchisor's good faith judgment, is willing and able to assume its
obligations under the Agreement."
3. Section 15 of the Franchise Agreement is modified by the addition of the following at the
end of such section:
"In addition, the Franchisee shall have the right to terminate the
Franchise Agreement to the extent allowed under applicable law.
4. Sections I8.D, 18.E, 18.F and I8.G of the Franchise Agreement are revised to include the
following language:
"Provided, however, that all rights arising under Franchisee's favor from
the provisions of Article 33 of the GBL of the State of New York and the
regulations issued thereunder shall remain in force; it being the intent of
this provision that the non-waiver provisions of GBL Section 687.4 and
687.5 be satisfied."
5. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the New York General Business Law are met
independently without reference to this Addendum.
FA 12/09 NY FA-l

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
By: _____________ _
Its: _____________ _ Its: ______________ _
Date: _____________ _ Date: _____________ _
FA 12/09 NYFA-2

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE NORTH DAKOTA FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Disclosure
Document, the following provisions shall supersede any inconsistent provisions and apply to all Anytime
Fitness franchises offered and sold in the state of North Dakota:
The 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. Sections I6.F and I8.A ofthe Franchise Agreement are amended to provide that the
prevailing party in any enforcement action is entitled to recover all costs and expenses, including
attorneys' fees.
2. Section 16.F of the Franchise Agreement is modified to delete any requirement that
franchisee consent to termination penalties or liquidated damages.
3. 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
generally considered unenforceable in the state of North Dakota."
4. Section I8.D. of the Franchise Agreement is deleted in its entirety.
5. Section I8.F of the Franchise Agreement is deleted in its entirety.
6. 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.
7. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law are
met independently without reference to this Addendum.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as ofthe date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
FA 12/09 NDFA -1
Date: _____________ _

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE RHODE ISLAND FRANCHISE INVESTMENT ACT
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 sold to
residents in the state of Rhode Island:
1. Section 19 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."
2. This Addendum shall be effective only to the extent, with respect to such provision, that
the jurisdictional requirements of the Rhode Island Franchise Investment Act (§§ 19-28.1-1 through 19-
28.1-34) are met independently without reference to this Addendum.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
FA 12/09 RIFA -1

STATE SPECIFIC ADDENDUM TO FRANCHISE AGREEMENT
AS
REQUIRED BY
THE WASHINGTON FRANCHISE INVESTMENT PROTECTION ACT
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Anytime
Fitness franchises offered and sold in the state of Washington:
The Washington Addendum is only applicable if you are a resident of Washington or if your
business will be located in Washington.
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.
2. In the event of a conflict of laws, to the extent required by the Act, the provisions of the
Washington Franchise Investment Protection Act shall prevail.
3. To the extent required by the Act, a release or waiver of rights executed by you shall not
include rights under the Washington Franchise Investment Protection Act, except when executed pursuant
to a negotiated settlement after the Franchise 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
limitation period for claims under the Act, rights or remedies under the Act, such as rights to jury trial
might not be enforceable; however, we agree to enforce them to the extent the law allows.
4. To the extent required by the Act, transfer of fees are collectible to the extent they reflect
our reasonable estimated or actual costs in effecting a transfer.
5. Each provision of this Addendum shall be effective only to the extent, with respect to
such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection
Act (Wash. Rev. Code §§ 19.100.010 through 19.100.940) are met independently without reference to
this Addendum.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Franchisee:
ANYTIME FITNESS, LLC
Its: ______________ _
FA 12/09 WAFA 1
By: _____________ _

FDD
EXHIBITF
AREA DEVELOPMENT AGREEMENT, GUARANTY AND
STATE SPECIFIC ADDENDA TO AREA DEVELOPMENT AGREEMENT

ADA 12/09
AREA DEVELOPMENT AGREEMENT
ANYTIME FITNESS, LLC
12181 Margo Avenue South
Hastings, Minnesota 55033
(651) 438-5000
www.anytimefitness.com

SECTION
TABLE OF CONTENTS
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 ....................... .3
7. TRANSFER ................................................................................................................................. 4
8. MISCELLANEOUS ..................................................................................................................... 4
RIDER ..................................................................................................................... 5
1237940.2
ADA 12/09

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 desire to develop and operate multiple fitness centers which use the Marks and the
System.
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. If you transfer or otherwise assign your interest in any
Franchise Agreement you have with us before you open the Anytime Fitness Center under that agreement,
and before you have operated that business for at least six (6) months under your management, then that
center will not be considered to have been developed by you, and will not count toward your compliance
with the Development Schedule.
C. Unless otherwise indicated in the Rider, 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 date on which you must sign the Franchise
Agreement for your last Anytime Fitness Center pursuant to the terms of the Development Schedule; or
ADA 12/09

(iii) the date on which the Protected Territory for your final Anytime Fitness Center is determined; except
that ifthe 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 [mal 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 outside of the
Development Territory to grant other franchises or operate company or affiliate owned Anytime Fitness
Centers and (ii) 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, 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 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 ofthe 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):
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 then-current
form of Franchise Agreement 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;
ADA 12/09 2

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 ofthis 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.
A. 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) 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 meet your development 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 ofthis 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 twelve (12)
consecutive months, 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.
6. Rights and Duties of Parties Upon Termination or Expiration. Upon termination or
expiration of this Agreement, all rights granted to you 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. You will not be entitled to any
refund of any fees.
B. You 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 wiII incur.
ADA 12/09 3

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 and you transfer all of your
rights and interests under all Franchise Agreements for Anytime Fitness Centers operated by you in the
Development Territory to the same transferee. Accordingly, the assignment terms and conditions of the
franchise agreement for the first Anytime Fitness Center that you sign will apply to any Transfer of your
rights and interests under this Agreement. 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. 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 Development 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 ofthe 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.
8. Miscellaneous. 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. 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 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, mayor are to be performed following expiration or termination ofthis
Agreement, shall survive such termination or expiration.
ADA 12/09
[THIS AGREEMENT CONTINUES WITH A RIDER,
WHICH IS A PART OF THIS AGREEMENT]
4

1. Effective Date: _______ _
AREA DEVELOPMENT AGREEMENT RIDER
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 abovedescribed
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 ofthe 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 I Anytime Fitness Express
6. Development Fee: ________ _
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 Territory Preceding Column
1 Date of this Agreement 1
2 2
3 3
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.
ADA 12/09 5

IN WITNESS WHEREOF, we and you have signed this Agreement as of the Effective
Date set forth above.
FRANCHISOR: DEVELOPER:
ANYTIME FITNESS, LLC
1237940.2
ADA 12/09 6
By: _____________ _
Its: ____________ _

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
Print Name Print Name
Address Address
City State Zip Code City State Zip Code
ADA 12/09
Telephone Telephone

STATE SPECIFIC ADDENDUM TO AREA DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE CALIFORNIA FRANCHISE INVESTMENT LAW
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 and sold in the state of California:
The California Addendum is only applicable if you are a resident of California or if your business
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 oftermination 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. California [Civil Code Section 1671] has statutes which restrict or prohibit the imposition
of liquidated damage provisions.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Developer:
ANYTIME FITNESS, LLC
By: _________ _
Date: ----------
ADA 12/09 CADA -1
Its: _________________ _
DMe: ________________ _

STATE SPECIFIC ADDENDUM TO DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE ILLINOIS FRANCHISE AND DISCLOSURE ACT OF 1987
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC 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 Illinois:
The 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 206.08 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 705119 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 acqumng 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.
ADA 12/09
"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 30 days."
IL DA-l

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Developer:
ANYTIME FITNESS, LLC
By: _________ _
Date: ---------
ADA 12/09 ILDA - 2
Date: _______________ _

STATE SPECIFIC ADDENDUM TO DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE MARYLAND FRANCHISE REGISTRATION
AND DISCLOSURE LAW
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 sold to residents in the state of Maryland:
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 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 Development Agreement, nothing will
prevent the Franchisee from filing suit in Maryland for claims arising under the Maryland Franchise
Registration and Disclosure Law.
ADA 12/09 MDDA-I

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Developer:
ANYTIME FITNESS, LLC
Date: ---------------
ADA 12/09 MDDA-2
Date: _________________ _

STATE SPECIFIC ADDENDUM TO DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE MINNESOTA FRANCHISE LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC 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 Minnesota:
The 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 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.Ol 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.
Franchisor: Developer:
ANYTIME FITNESS, LLC
Date: ------------------
ADA 12/09 MNDA-l
Date: _______________ _

STATE SPECIFIC ADDENDUM TO DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE NEW YORK GENERAL BUSINESS LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC 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 New York:
The New York Addendum is only applicable if you are a resident of New York or if your
business will be located in New York.
1. Section 8 of the Area Development Agreement is revised to include the following
language:
"Provided, however, that all rights arising under Franchisee's favor from
the provisions of Article 33 of the GBL of the State of New York and the
regulations issued thereunder shall remain in force; it being the intent of
this provision that the non-waiver provisions of GBL Section 687.4 and
687.5 be satisfied."
2. Section 7 of the Area Development Agreement is revised to include the following:
"Franchisor will not make an assignment except to an assignee who, in
Franchisor's good faith judgment, is willing and able to assume its
obligations under the Agreement."
3. The Area Development Agreement is modified by the addition of the following
Section 5:
"In addition, Franchisee shall have the right to terminate the Area
Development Agreement to the extent allowed under applicable law."
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Developer:
ANYTIME FITNESS, LLC
By: ________ _
Date: ________ _ Date: _______________ _
ADA 12/09 NYDA-l

STATE SPECIFIC ADDENDUM TO DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE NORTH DAKOTA FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC 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 North Dakota:
The 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 6.B of the Area Development Agreement is amended to provide that the
prevailing party in any enforcement action is entitled to recover all costs and expenses, including
attorneys' fees.
2. Section 6.B of the Area Development Agreement is modified to delete any requirement
that franchisee consent to termination penalties or liquidated damages
3. Section 8 ofthe Area Development Agreement is deleted in its entirety.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Developer:
ANYTIME FITNESS, LLC
Its: __________ _
Date: -----------------
ADA 12/09 NDDA-l
Dme: _______________ __

STATE SPECIFIC ADDENDUM TO DEVELOPMENT AGREEMENT
AS
REQUIRED BY
THE WASHINGTON FRANCHISE INVESTMENT PROTECTION ACT
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC 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 Washington:
The Washington Addendum is only applicable if you are a resident of Washington or if your
business will be located in Washington.
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 Area Development
Agreement and your relationship with us, including the areas of termination and renewal of your
franchise.
2. In the event of a conflict of laws, to the extent required by the Act, the provisions of the
Washington Franchise Investment Protection Act shall prevail.
3. To the extent required by the Act, a release or waiver of rights executed by you shall not
include rights under the Washington Franchise Investment Protection Act, except when executed pursuant
to a negotiated settlement after the Area Development 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 limitation period for claims under the Act, rights or remedies under the Act, such as rights to
jury trial might not be enforceable; however, we agree to enforce them to the extent the law allows.
4. To the extent required by the Act, transfer of fees are collectible to the extent they reflect
our reasonable estimated or actual costs in effecting a transfer.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date first set
forth above.
Franchisor: Developer:
ANYTIME FITNESS, LLC
By: ________ _ By: _______________ _
Its: __________ _ Its: ________________ _
Date:
-----------
DMe: _____________________ _
ADA 12/09 WADA-l

FDD
EXHIBITG
STATE SPECIFIC ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE CALIFORNIA FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Disclosure Document, the following provisions shall supersede and apply to all Anytime Fitness
franchises offered and sold in the state of California:
The California Addendum is only applicable if you are a resident of California or if your
business 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 ofthe 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 nonrenewal
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 CALG-l

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.
7. California [Civil Code Section 1671] has statutes which restrict or prohibit the
imposition of liquidated damage provisions.
8. SECTION 31125 OF THE CALIFORNIA CORPORATIONS CODE
REQUIRES US TO GIVE YOU A DISCLOSURE DOCUMENT APPROVED BY THE
COMMISSIONER OF CORPORATIONS BEFORE WE ASK YOU TO CONSIDER A
MATERIAL MODIFICATION OF YOUR FRANCHISE AGREEMENT.
9. THE FRANCHISE AGREEMENT CONTAINS A WAIVER OF PUNITIVE
DAMAGES AND JURY TRIAL PROVISION.
10. 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 PROCEDURES SECTION 1281, AND THE FEDERAL
ARBITRATION ACT) TO ANY PROVISIONS OF A FRANCHISE AGREEMENT
RESTRICTING VENUE TO A FORUM OUTSIDE THE STATE OF CALIFORNIA.
11. ANYTIME FITNESS, LLC'S WEBSITE HAS NOT BEEN REVIEWED OR
APPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS. ANY
COMPLAINTS CONCERNING THE CONTENTS OF THIS WEBSITE MAY BE DIRECTED
TO THE CALIFORNIA DEPARTMENT OF CORPORATIONS AT WWW.CORP.CA.GOV.
FDD CALG-2

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE HAWAII FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Disclosure Document, the following provisions shall supersede and apply to all Anytime Fitness
franchises offered and sold in the state of Hawaii:
The 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 in
the states of: California, Hawaii, Illinois, Indiana, Maryland, 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,
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
Anytime Fitness® Franchise Disclosure Document in any state.
The cover page of the Anytime Fitness, LLC Franchise Disclosure Document is amended to
include the following:
THESE FRANCHISES WILL BE/HA VE 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.
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
PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, OR SUBFRANCHISOR,
WHICHEVER OCCURS FIRST, A COpy OF THE DISCLOSURE DOCUMENT,
FDD HI G-l

TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE
SALE OF THE FRANCHISE.
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.
The Franchisor's registered agent in the state authorized to receive service of process is:
FDD
Commissioner of Securities of Department of Commerce and Consumer Affairs
335 Merchant Street
Honolulu, Hawaii 96813
HI 0-2

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE ILLINOIS FRANCHISE AND DISCLOSURE ACT OF 1987
Notwithstanding anything to the contrary set forth 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:
The Illinois Addendum is only applicable if you are a resident of Illinois and your
business will be located in Illinois.
FDD:
1. The following language is added to the Risk Factors on the cover page of the
"THE GOVERNING LA W, 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 DEFERRED
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. The last paragraph of Item 17 is hereby amended by the deletion of the following
sentence in such paragraph: "Regardless of any state law to the contrary, we intend to fully
enforce the franchise documents in the form written and signed by the parties."
4. 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.
5. 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 G-l

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE MARYLAND FRANCHISE REGISTRATION
AND DISCLOSURE LA W
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Disclosure Document, the following provisions shall supersede and apply to all Anytime Fitness
franchises sold to residents in the state of Maryland:
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, 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.
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 G-l

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.
(t) 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
FDD MI G-l

exercising a right of first refusal to purchase the franchise. Good cause shall include, but
is not limited to:
(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
all1awful 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, Lansing, Michigan 48909, telephone: (517) 373-7117.
FDD MI G-2

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE MINNESOTA FRANCHISE LAW
Notwithstanding anything to the contrary set forth 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 Minnesota:
The 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 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.l4, 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.Ol 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 G-l

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE NEW YORK GENERAL BUSINESS LAW
Notwithstanding anything to the contrary set forth 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 New York:
The New York Addendum is only applicable if you are a resident of New York or if your
business will be located in New York.
1. The following language is added to the Risk Factors on the cover page:
"REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE
DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT
OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE
DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE
DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL
TRADE COMMISSION AND NEW YORK STATE DEPARTMENT OF
LA W, BUREAU OF INVESTOR PROTECTION AND SECURITIES,
120 BROADWAY, 23RD FLOOR, NEW YORK, NY 10271.
FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU
ABOUT ITEMS COVERED IN THE PROSPECTUS. HOWEVER,
FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO
PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT
TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET
FORTH IN THIS PROSPECTUS."
2. The following paragraphs are hereby added at the beginning of Item 3 in the
Disclosure Document:
FDD
"Neither Anytime Fitness, nor any person identified in Item 2 above, has
any administrative, criminal or material civil action (or a significant
number of civil actions irrespective of materiality) pending against it, him
or her alleging a violation of any franchise law, securities law, fraud,
embezzlement, fraudulent conversion, restraint of trade, unfair or
deceptive practices, misappropriation of property or comparable
allegations.
Neither Anytime Fitness, nor any person identified in Item 2 above, has
been convicted of a felony or pleaded nolo contendere to a felony charge,
or within the ten year period immediately preceding the date of this
Disclosure Document has been convicted of a misdemeanor or pleaded
nolo contendere to a misdemeanor charge or been held liable in a civil
action by final judgment or been the subject of a material complaint or
NY G-l

other legal proceeding if such misdemeanor conviction or charge or civil
action, complaint or other legal proceeding involved violation of any
franchise law, securities law, fraud, embezzlement, fraudulent conversion,
restraint of trade, unfair or deceptive practices, misappropriation of
property or comparable allegations.
Neither Anytime Fitness, nor any person identified in Item 2 above, is
subject to any currently effective injunctive or restrictive order or decree
relating to the franchise or under any federal, state or Canadian franchise,
securities, antitrust, trade regulation or trade practice law as a result of a
concluded or pending action or proceeding brought by a public agency."
3. The following paragraph is hereby added at the beginning of Item 4 in the
Disclosure Document:
"Neither Anytime Fitness, nor any predecessor, officer or general partner
of Anytime Fitness has, during the 10-year period immediately preceding
the date of the offering prospectus, been adjudged bankrupt or reorganized
due to insolvency, or was a principal officer of any company or a general
partner in any partnership that was adjudged bankrupt or reorganized due
to insolvency during or within one year after the period that such officer or
general partner of Anytime Fitness held such position in such company or
partnership, nor has any such bankruptcy or reorganization proceeding
been commenced."
4. The following sentence is added to the end of the first paragraph of Item 5 in the
Disclosure Document:
FDD
"We use the proceeds from your payment of the initial franchise fee to
defray our costs and expenses for providing training and assistance to you
and for other expenses."
5. The following is added at the beginning of Item 17 in the Disclosure Document:
"THESE TABLES LIST CERTAIN IMPORTANT PROVISIONS OF
THE FRANCHISE AND RELATED AGREEMENTS PERTAINING TO
RENEWAL, TERMINATION, TRANSFER AND DISPUTE
RESOLUTION. YOU SHOULD READ THESE PROVISIONS IN THE
AGREEMENTS ATTACHED TO THIS DISCLOSURE DOCUMENT."
NY G-2

6. The following is added in Item 17d:
Provision Section in Agreement Summary
d. Termination by you Section 15 - Franchise You may
Agreement terminate only
if we default
Sections 4 and 5 Area and do not cure
Development Agreement our default after
receiving notice
from you, or on
any grounds
available by
law.
7. Items 17j and 17w in the Disclosure Document are hereby deleted in their entirety
and replaced by the following:
Provision Section in Agreements Summary
j. Assignment of Contract Section 13.A - Franchise No restriction on our right to assign.
by us Agreement However, no assignment will be
Section 7.A Area
Development Agreement
granted except to an assignee who in
the good faith judgment of Anytime
Fitness is willing and able to assume
Anytime Fitness' obligations.
w. Choice of law Section 20.D - Franchise Minnesota law generally applies.
Agreement The foregoing choice of law should
Section 8 - Area
Development Agreement
not be considered a waiver of any
right conferred upon either Anytime
Fitness or upon you by the General
Business Law of the state of New
York, Article 33.
8. The following is added before the Table of Contents:
"FACTORS TO BE CONSIDERED
The Franchise Agreement provides that venue is to be in the State of Minnesota. This
means that if you purchase a franchise and a dispute arises, you will have to defend or maintain
the proceedings in the State of Minnesota.
This factor should be taken into account in determining whether or not to purchase this
franchise. "
FDD NY G-3

9. The following is added before the Receipts:
"THE FRANCHISOR REPRESENTS THAT THIS PROSPECTUS DOES NOT KNOWINGLY
OMIT ANY MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT."
FDD NY G-4

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE NORTH DAKOTA FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary set forth 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 North Dakota:
The 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. The North Dakota Securities Commissioner has determined that it is unfair and unequitable
under the North Dakota Franchise Investment Law for the franchisor to require the franchisee
to sign a general release upon renewal of the Franchise Agreement. Therefore, the
requirement that the franchisee signs a release upon renewal of the Franchise Agreement is
deleted from Item 17 c. and from any other place it appears in the Disclosure Document.
2. Item 17r. is revised to provide that covenants not to compete, such as those mentioned in
Item 17r. of the Disclosure Document are generally considered unenforceable in the state of
North Dakota.
3. The North Dakota Securities Commissioner has determined that it is unfair and unequitable
under the North Dakota Franchise Investment Law for the franchisor to require the franchisee
to consent to the jurisdiction of courts located outside of North Dakota. Therefore, any
references in the Disclosure Document to Section 18.E of the Franchise Agreement are
deleted and to any requirement that the franchisee consents to the jurisdiction of courts
located outside of North Dakota are deleted from Item 17v.
4. Any references in the Disclosure Document to Section 18.D of the Franchise Agreement and
to any requirement to consent to a waiver of exemplary and punitive damages are deleted.
5. Any references in the Disclosure Document to Section 18.F of the Franchise Agreement and
to any requirement to consent to a waiver of trial by jury are deleted.
6. Any claims arising under the North Dakota franchise law will be governed by the laws of the
State of North Dakota.
7. The prevailing party in any enforcement action is entitled to recover all costs and expenses,
including attorneys' fees.
8. Any references in the Disclosure Document requiring franchisee to consent to termination
penalties or liquidated damages are deleted.
FDD ND G-l

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE RHODE ISLAND FRANCHISE INVESTMENT ACT
Notwithstanding anything to the contrary set forth 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 Rhode Island:
The 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 G-l

STATE SPECIFIC ADDENDUM
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
additional disclosure:
FDD
"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."
VA 0-1

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE WASHINGTON FRANCHISE INVESTMENT PROTECTION ACT
Notwithstanding anything to the contrary set forth 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 Washington:
The Washington Addendum is only applicable if you are a resident of Washington or if
your business will be located in Washington.
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.
2. In the event of a conflict of laws, to the extent required by the Act, the provisions
of the Washington Franchise Investment Protection Act shall prevail.
3. To the extent required by the Act, a release or waiver of rights executed by you
shall not include rights under the Washington Franchise Investment Protection Act, except when
executed pursuant to a negotiated settlement after the Franchise 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 limitation period for claims under the Act, rights or remedies under
the Act, such as rights to jury trial might not be enforceable; however, we agree to enforce them
to the extent the law allows.
4. To the extent required by the Act, transfer of fees are collectible to the extent they
reflect our reasonable estimated or actual costs in effecting a transfer.
FDD WA G-l

STATE SPECIFIC ADDENDUM
AS
REQUIRED BY
THE WISCONSIN FAIR DEALERSHIP LA W
Notwithstanding anything to the contrary set forth in the Anytime Fitness, LLC Franchise
Disclosure 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:
FDD
"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.Stas.Ch.135, the Wisconsin Fair
Dealership Law, § 32.06(3), Wis.Code."
WI G-l

FDD
EXIDBITH
FINANCING CONSULTANT AGREEMENT

Financing Consultant Agreement
You, an existing or potential franchisee of Anytime Fitness, LLC (ATF), hereby enter into this Financing
Consultant Agreement with Franchise Financial, LLC as an independent contractor to assist you in
attempting to obtain financing from a participating lender with which we from time to time contract
upon such terms and conditions as you may request or a lending source may require.
The nature of our relationship in connection with this consultation:
•
•
•
•
We are an independent contractor and not your agent.
We have or will enter into separate independent contractor agreements with a variety of
lenders.
We will assist you in obtaining financing to develop one or more Anytime Fitness or Anytime
Fitness Express centers so long as you have a franchise with ATF. However, we do not distribute
the products or services that our lenders or investors provide and therefore cannot guarantee
that financing will be available to you or that any financing we may assist you in obtaining will
be at the lowest price or on the best terms available in the market.
If requested, Franchise Financial, LLC will share your personal financial statement with ATF.
Our compensation in connection with the products and services we promote:
• Our agreement with the lenders is to collect a referral fee from them in exchange for our
efforts in advising you of their products, and collecting and reviewing your financial
information.
• In most cases the fees we collect will not increase the interest rate or cost of securing the
financing.
• We will not charge you a consultation fee up front or collect it directly from you for using our
standard services. All services, if any, requiring up front fees will be disclosed in a separate
written agreement apart from this agreement. However, you are not required to enter into any
additional agreements with us.
By signing below, Franchise Financial, LLC and the franchisee(s) or prospective franchisee of the
Anytime Fitness Franchise acknowledge receipt of a copy of this signed agreement.
Franchise Financial, LLC Franchisee (or prospective franchisee):
12181 Margo Avenue South Address:
Hastings, MN 55033 City/State/Zip:
Signature:
----------------
Date: Signature:
-------
Date:
Tim Smith, President Signature: Date:
FDD
Franchise Financial, LLC P: 800.704.5004 F: 651.438.5099 franchise-financial.com

FDD
EXHmITI
FINANCING DOCUMENTS

FDD
EXHffiITI-l
US BANK FINANCE DOCUMENTS

FDD
EXHmITI-2
GENEVA CAPITAL, LLC FINANCE DOCUMENTS

FDD
AMERIFUND FINANCE DOCUMENTS

FDD
EXHIBIT 1-3-1

SCBEDULE"A" COLLATERAL
For the Finance Agreement Between:
Secured Party: AMERIFUND, INC. and,
Dehlor ____ AB __ C_,_IN __ C_. ______________________________________________________ __
Location: ______________________________________________________________________ ___
City State ZIP
Quantity Description
This Equipment Schedule is attached and made part of the above referenced Agreement and constitutes a true and accurate
description of the Equipment.
JOHN DOE PRESIDENT
Signature Print Name Title Date
DocsOnlinev2.0 10:10:47AM 2126/2008

FINANCE AGREEMENT NO
DEBTOR
ABC,INC.
123 LANE
SCOITSDALE, AZ 85260
1. The words "you" and "yoW''' refer to the Debtor, its permitted
successors and assigns. The words "we" "us" and "our" refer to the
Lender and Secured Party ("Secured Party") its successors and
assigns. Subject to the terms of this Agreement and any schedules or
exhibits hereto, we agree to make a Joan to you as described in the
Payment Schedule. This Agreement and your obligations hereunder
will be effective as of the date the Agreement is accepted and signed
by us (Effective Date).
2. As Debtor, you promise to repay the amount loaned hereunder
according to the terms of this Agreement in the amounts and at the
times set forth in the Payment Schedule commencing on the Effective
Date and continuing as set forth therein without need of an invoice.
In the event of any conflict between the language of this Agreement
and the Payment Schedule, the language of the Payment Schedule
shall prevail.
3. Your obligation to make payments and pay other amounts
due under this Agreement is absolute, unconditional,
non-cancelable, and not subject to abatement, reduction or
set-off for any reason whatsoever. This is solely a financing
agreement and you selected the property to be financed, if any,
and your supplier. You acknowledge that no agent of your
supplier or any intermediary is our ageut and that we have not
and will not make any representation or warranty with respect
to the merchantability, suitability, environmental compliance or
value of such property, nor with respect to tbe delivery date of
the property relative to the Effective Date hereof. There are no
otber written or oral agreements between the parties hereto.
4. You may prepay this Agreement only in full (partial pre--payments
are not permitted), provided you are not in defauft hereunder or under
any other obligations to us, by paying all amounts due or to become
due, discounted to present value at a discount rate as determined by
us at our sole discretion.
S. You hereby represent and warrant to us that the information you
provided for the underwriting of this loan was full, true and correct in
all respects and the loan contemplated herein is for business or
commercial purposes, will not be used to purchase real estate or an
interest therein, and is not for personal, family, household or
agricultural purposes.
6. You hereby grant us a lien upon and security interest under the
Uniform Commercial Code. ("UCC") in the property set forth in
Schedule A ("Collateral") including any and all property purchased
with the proceeds of this loan and all accessions, additions, and
replacements thereto. You represent that: (a) you are the owner of the
Collateral and will continue to be the owner of the Collateral
hereafter acquired, free of all security interests, liens and
encumbrances other than the security interest in favor of us and any
existing liens we permitted by accepting this Agreement; (b) on your
behalf,' the signatory has fuIl power and authority to execute this
Agreement and to subject the Collateral to the security interest
created hereby; (c) all Collateral is located at the address shown on
Schedule A and may not be moved without our prior written consent;
(d) Y01.\ agree to: (i) keep all tangible Collateral in good condition and
repair; . (ii) give us at least thirty (30) days prior written notice of a
change in the Debtor's name or ownership or of any material change
to the Collateral; (iii) not permit any CoIlateral to be used or kept for
any unlawful purpose or in violation of any federal, state or loca1law;
(iv) pay and perform all the obligations according to their terms; (v)
permit us access to the Collateral at all reasonable times; and (vi) be
liable for any expenditures we make to maintain and preserve the
Collateral or our rights thereto, including without limitation, taxes,
levies, inswance, repairs, attorney's and accountant's fees and
expenses, and for the collection, repossession, holding, preparation,
and sale or other disposition of the Collateral. If you are a
Franchisee (Borrower), you further authorize us to share
information regarding this Agreement, including payment history,
with your Franchisor andlor Landlord.
LENDER AND SECURED PARTY DEBTOR'S
AMERIFUND, INC.
INITIALS:
9019 E. BAHIA DRIVE, SUITE 100
SCOITSDALE, AZ 85260
7. You agree, if applicable, to keep the Collateral insW'ed against loss,
damage and destruction, providing "special form" insurance coverage,
including theft ("Property Insurance") in an amount equal to its
replacement cost with such companies, and in such form, amounts and
coverages as are acceptable to us. We may on reasonable notice require
you in writing to change such form, amount, coverages or company.
Such insurance must name us or our assignee as loss payee on a 'Lender's
Loss Payable' endorsement (ISO form SP 1203 or CP 12 18 or their
equivalent), and must include provision for thirty (30) days prior written
notice to us of cancellation. You agree to provide us with written
evidence of Property Insurance (using ACORD 28 or its equivalent)
("Evidence") no later than thirty (30) days from the commencement of
this Agreement and within thirty (30) days of any subsequent request from
us. In the event you do not provide us with satisfactory written Evidence
of Property lnsW'ance as descnoed above, or if such Insurance terminates
for any reason without reinstatement, you agree that we shall have the
right to charge you an administrative fee, which you agree to pay to us,
equaJ to five (5) percent of each of your monthly payments which does not
provide insurance nor relieve you of any responsibility to make all
payments in the event of an uninsured loss. We agree to discontinue
billing Insurance Charge upon receipt of satisfactory written Evidence' of
Property Insurance. You bereby assign to us, as additional securitY for the
payment of the amounts due hereunder, any and all proceeds and all other
rights you have under all policies of insurance or Substitute Insurance
covering the Collateral, and you hereby direct the issuer of any such
policy to pay directly to us any such monies. If you receive such monies,
you agree to hold them in trust for oW' benefit.
8. YoW' execution, delivery, and performance of this Agreement and any
related documents and the grant of the security interest in the Collateral to
us, are not in contravention oflaw or the terms of your organizational and
governing documents, or any contract or agreement to which you are a
party. This Agreement constitutes your legal, authorized, valid, and
binding obligation, enforceable in accordance with its terms. There are no
actions, proceedings, or investigations pending or threatened against you,
and there are no judgments, federal or state tax liens or other lienS,
security interests or encumbrances against you, or your assets except as'
disclosed herein.
9. If you at any time fail to perform or observe any agreement herein, we,
in your name and on your behalf or, at our option in our own name, may
perform or observe such agreement and take any action, which we may
deem necessary or desirable to cure or correct such failure. You
irrevocably authorize US and grant us a limited power of attorney in your
name and on your behalf, or, at our option, in our own name, to take any
action we deem necessary to establish, perfect, protect or enforce our
security interest in and to the Collateral.
10. Any of the following will constitute an event of default hereunder; (a)
you fail to pay us any amount when due; (b) you or any guarantor hereto
breaches any warranty or fails to perform any other material covenants,
promises or obligations under this Agreement, or any other agreement
entered into by you or any guarantor and held or serviced by us; (c) the
existence of the Debtor is terminated or any actions regarding the
cessation or winding up of your business affairs are taken; (d) you default
under any lease or mortgage applicable to the real estate where the
Collateral is located; (e) you assign this Agreement or its Collateral
without oW' prior written consent; (f) you fail to notifY us thirty (30) days
in advance of your intent to transfer a material portion of yoW' assets, or
the effective control of the Debtor; (g) information you provided for the
underwriting of this loan proves to be less than full, true and correct; (h)
you change your name, state of incorporation, or chief executive office,
without thirty (30) days written notice to us; (i) if there is any material
deterioration,impairment, decline in value, or material adverse change
in the assets or conditions of you or of any guarantor or any part of the
Collateral; or (j) you attempt to terminate our financing statement.
DocsOnline v2.0 10:1O:47AM 212612008

FDD
ExmBIT 1-3-2

INSURANCE AUTHORIZATION
(FOR NON-TITLED EQUIPMEN'I)
TO;
AGEN'r: _________________ PHONE:
INSURER: POLlCY#: ____ _
ADDRESS: EXPIRES: ____ _
CITY: STATE: ZIP CODE .... : ____ _
VALUE OF EQUIPMENT/COLLATERAL TO BE COVERED BY INSURANCE:
FROM:
LESSEEIDEBTOR:
123 LANE
SCOTTSDALE, AZ 85260 312-555-1234
Phone Fax
Equipment/Collateral Description: FITNESS
The equipment/collateral is 123 LANE
locmedm: -----------------------------------------------
SCOTTSDALE MARlCOPA AZ 85260
Property Coverage (ACORD 28 or equivalent): Property coverage is to be provided for the full value of the
equipment. LEAF Funding, Inc. and/or its assignees is to be named as Loss Payee using a Lender's Loss Payable
endorsement using ISO Fonn BP1203, CP1218 or its equivalent.
Liability (ACORD 25 or equivalent); Coverage should be written within minimum limits of $300,000 each
occurrence and $600,000 general aggregme. LEAF Funding, Inc. and/or its successors, assignors and assignees are
to be named as Additional Insured using ISO Fonn BP4016, CG2028 or its equivalent.
We have entered into a lease agreement, finance agreement, or note and security agreement and have agreed to be
responsible for insuring the equipment as described above.
Please see thm we have immediate coverage and provide verification of such coverage in the form of a copy of the
Insurance Policy or a Certificate of Insurance with a 10 day notice of cancellation clause to LEAF Funding, Inc. in
care of American Lease Insurance, 654 Amherst Rd., Ste. 307, Sunderland, MA 01375.
Thank You,
JOHN DOE PRESIDENT
Signature Print Name Title Date
DocsOnIine v2.0 IO:09:53AM 212612008

REQUEST FOR DRIVER'S LICENSE
Please use the space below to photocopy the driver's
license of the signer of the Lease, Finance Agreement or Note and Security Agreement, and each guarantor.
(This is to protect you against unauthorized signers.)
Please provide Lessee's/ Debtor's employer tax ID number:
DocsOnline v2.0 1O:09:53AM 2/2612008

Lessor: AMERIFUND. INC.
Lessee:
ABC,INC.
SCHEDULE "A" Equipment
For the Agreement Between:
Loc&ion: ______________________________________________________________________ ___
City State ZIP
Quantity Description
This Equipment Schedule is attached and made part of the above referenced Agreement and constitutes a true and accurate
description of the Equipment
JOImDOE PRESIDENT
Signature Print Name Title Date
DocsOnJine v2.0 10:09:53AM 2126/2008
and,

FDD
EXHIBIT 1-3-3

Lessor:
NonCE: This lease is a non-cancelabJe legal commitment.
You will be required to pay taxes, fees and other charges In
addition to rent. Some charges are In amounts greater than our
actual costs, risks or exposure. You may avoid or reduc;e some,
but not all charges by complying with the terms of this lease.
LEASE AGREEMENT
Leasing Customer (Lessee): Complete with Full Legal Name, if a corporation, use exact registered corporate name.
Company Name:
Billing Address Supplier of Equipment
See Attached Schedule "A"
County: Phone: Phone: Salesperson:
EQUIPMENT DESCRIPTION (Include Quantity, Make, Model, Serial Numbers) See Attached Schedule "A"
Equipment Location:
SCHEDULE OF RENTAL PAYMENTS
Term of Lease (in months)
Total Number of Rental Payments ___ _
Administration Fee
Payment
Equipment Cost
Payment with Tax (Tax Rate %)
Security Deposit (# of payments wI tax or %)
Total Initial Payment (Security Deposit + Adm Fee)
DO NOT SIGN THIS LEASE UNLESS YOU UNDERSTAND AND AGREE TO ALL OF ITS TERMS (INCLUDING PAGES
1,2,3,4 AND ALL A[)DENDA).
Lessee:
Signature Title Date
1. LEASE: Lessor hereby leases to the Lessee the above Equipment (hereinafter called "Equipment") for the number of months and
the rental payments as set forth above and on the terms and concfJtions stated herein AND ON PAGES 2,3,4, and all Addenda. Lessee
agrees that if there are any inconsistencies between the Terms and Conditions of the Lease and of any of the Lessee's written purchase
orders, the terms of this Lease will govem. The rental payments shall commence when the Lessee has received Equipment which is
equal to fifty percent of the value at the cost to Lessor of all the Equipment to be leased hereunder and shan continue thereafter to be
paid on the first (1$1) or fifteenth (15 1h ) day, as specified in the -Authorization Agreement for Automatic Withdrawar executed concurrently
herewith, of each succeeding month in the amount specified and for the total number of payments as provided in the Schedule of Rental
Payments as set forth above. Lessee agrees to pay Lessor additional rent (interim rent) in an amount equal to 1130 111 of the monthly
payment with tax, multiplied by the number of days between the date the Equipment is purchased by Lessor and the first rental payment
due date. All rental payments by Lessee shall be payable at the office of Lessor or at such other places Lessor may from time to time
appoint. Lessee hereby authorizes Lessor the use of the Security Deposit made by Lessee under this Lease and agrees that the
Security Deposit shall not eam Interest for the time period when the Lessor is holding the deposit. Such Security Deposit will be retumed
to Lessee at the expiration of this Lease, less any amounts outstanding hereunder and any outstanding charges or expense to bring the
Equipment to good working order and repair.
2. DISCLAIMERS OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES: THERE ARE NO WARRANTIES BY OR
ON BEHALF OF LESSOR. Lessee acknowledges and agrees by their signature above as follows:
(a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDmON OF THE EQUIPMENT, ITS
MERCHANTABIUTY, ITS FITNESS OR SUrrABIUTY FOR ANY PARTICULAR PURPOSE. ITS DESIGN, rrs CAPACITY, rrs
QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT;
(b) Lessee has fuDy. inspected the Equipment which it has requested Lessor to acquire and lease to Lessee, and the Equipment is in
good condition and to the Lessee's complete satisfaction;
(c) Lessee leases the equipment as is, where is and with all faults;
(d) Lessee specifically acknowledges that the Equipment is leased to the Lessee solely for commercial or business purposes and not
for personal, family, household, consumer or agricultural purposes;
(e) If the Equipment Is not properly installed, does not operate as represented or warranted by the suppfier or manufacturer, or is
unsatisfactory for any reason, regardless of cause or consequence. Lessee's only remedy, if any, shall be against the suppfier or
. manufacturer of the Equipment and not against the Lessor;
(f) Provided Lessee is not in default under this Lease, Lessor assigns to Lessee any warranties made by the supplier or the
manufacturer of the Equipment;
Page 1 of4

(9) Lessee shall have no remedy for consequential or incidental damages against Lessor; and
(h) No defect, damage, or unfitness of the equipment for any purpose shall relieve Lessee of the obligation to pay rent or relieve Lessee
of any other ob6gation under this Lease; and
(i) LESSEE ACKNOWlEDGES THAT UPON ACCEPTANCE OF THE EQUIPMENT ITS OBLIGATIONS HEREUNDER ARE
ABSOLUTE AND UNCONDITIONAL AND LESSEE AGREES TO PAY AND PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT
OFFSET, COUNTERCLAIM OR DEFENSE, ALL OF WHICH ARE HEREBY WAIVED TO THE FULLEST EXTENT PERMITTED BY
LAW. The parties have specificany negotiated and agreed to the foregoing paragraph.
3. DELIVERY AND ACCEPTANCE: The Equlpment shall be shipped directly to the Lessee by the SUPPLIER. Upon delivery of the
Equipment to Lessee, Lessee shall be deemed to have irrevocably accepted the Equipment under this Lease and the Equipment shall be
conclusively presumed as between Lessor and Lessee, that the Equipment is in good working order and condition and that Lessee has
accepted and Is satisfied that the items delivered constitute the Equipment specified in this Lease. Lessee further agrees that the validity
of this Lease shall not be affected by any delay in the shipment of the Equipment by the SUpplier. By execution hereof, each signer
hereby certifies that he has read this Lease and all Addenda, and that he Is duly authorized to execute this Lease on behalf of the
Lessee, and hereby acknowledges receipt of a copy of this Lease. LESSEE UNDERSTANDS AND AGREES THAT NEITHER THE
SUPPLIER NOR ANY SALESMAN OR OTHER AGENT OF THE SUPPLIER IS AN AGENT OF LESSOR. NO SALESMAN OR AGENT
OF THE SUPPLIER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE, AND NO
REPRESENTATIONS AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE SUPPLIER SHALL IN ANY WAY AFFECT THE
LESSEE'S OBLIGATION TO PERFORM INCLUDING THE PAYMENT OF THE RENTAL PAYMENTS SET FORTH IN THIS LEASE. Any
officer/ownerfpartner executing this document hereby affirms that all shareholders/owners/partners of Lessee have been identified and .
submitted to Lessor in writing.
4. STATUTORY FINANCE LEASE: Lessee agrees and acknowledges that it is the intent of both parties to this Lease that it qualify
as a statutory finance lease under ArtIcle 2A of the Uniform Commercial Code (the "UCC") as adopted by the state of Colorado. Lessee
acknowledges and agrees that Lessee has selected both (1) the Equipment; and (2) the Supplier from whom Lessor is to purchase the
Equipment. Lessee acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or of the Supplier,
and Lessor has not selected, manufactured, or supplied the Equipment. Lessee is advised that it may have rights under the contract
evidencing the Lessor's purchase of the Equipment from the Supplier chosen by Lessee and that Lessee should contact the Supplier of
the Equipment for a description of any such rights. Lessee hereby waives all rights under Article 2A of the UCC.
5. Use/Assignment: Lessee shall use the Equipment only in the conduct of its business in a careful and proper manner. Lessee, at its
sole expense, shall maintain the Equipment in the same condition as when delivered, subject only to reasonable wear and tear, and shall
replace any damaged parts. Any alterations are expressly prohibited without prior written consent of Lessor. All additions, replacements,
parts, or accessories immediately become the property of the Lessor and shall be deemed to be incorporated in this Lease. At Lessor's
request, Lessee will enter Into a maintenance agreement for the service of the Equipment at Lessee's cost. Equipment Is located at the
address on the front of the Lease and cannot be removed without the prior written consent of Lessor. Lessor reserves the right to inspect
the Equipment during normal business hours. Lessee shall not assign or sublet this Lease or any of the rights hereunder, including use of
the Equipment, without prior written permission of Lessor. Lessor may assign its rights, including rights to payments, without notice, and
the transferee or assignee shall have all of the rights, remedies, pawers and privileges of the Lessor under this Lease and Lessee's
obligation under this Lease shall not be subject to any defense, offset, or counterclaim available to Lessee against Lessor or its assigns.
6. Late Payment/Other Charges; Should the Lessee fail to pay any rent, or other sum required by Lessee to be paid to Lessor on
the due date, Lessee agrees to pay Lessor a late payment fee equal to 15% of the delinquent rental payment because of Lessee's failure
to make payments in a timely manner. In addition, Lessee shall pay Lessor interest on any sums past due, calculated from the due date,
at the rate of 24% percent per annum or the maximum interest rate permitted by Colorado law, whichever is highest. Lessee further
agrees to, unders1ands, and gives permission to Lessor, to report to any national credit bureau, as past due or othelWise definquent
should Lessee fail to timely make any payment due under this lease agreement. If for any reason a check or ACH payment is retumed
unpaid to Lessor then Lessee shall pay Lessor a fee of $25 for each time the check or ACH Is returned. In addition, Lessee agrees to
notify Lessor 15 business days prior to changing Lessee ACH bank and Lessor is entitled to an additional fee of $100 for failure of
Lessee to give timely notification. If Lessee requests a change in rental payment due date, Lessee shall pay Lessor a fee of $25 for each
oc::;currence or $50 for a permanent change in original due date. If for any reason, Lessor engages a collection agency to assist in
collecting any amount due hereunder, Lessee agrees to pay collection fees.
7. Loss, Damage, and Indemnification: Risk of loss shall pass to Lessee upon shipment to Lessee of the Equipment, it being
specifically understood that at no time shall Lessor bear the risk of loss with respect to damage, liability or any other type of loss or
damage to or from the Equipment whatsoever. In the event any item shall become lost, stolen, destroyed, damaged beyond repair, or
otherwise rendered permanently unfit for use, Lessee shall promptly pay Lessorthe remaining payments, plus tax, discounted at 8% plus
the residual value of the Equipment Upon payment of the above sum, title shall pass to Lessee. Lessee assumes all liability and agrees
to defend, indemnify and hold Lessor harmless from all fiability (including environmental, negligence, tort and strict liability) claims,
damages or other losses, including costs and reasonable attorneys' fees, ariSing out of or in any manner connected with this Lease or the
Equipment.
8. Taxes and Fees: Lessee shall comply with all federal, state and local laws and regulations relating to the Lease of this Ecjuipment
Lessee recognizes its duty and responsibility to promptly pay when due all license fees, title fees, registration fees, assessments,
charges and taxes, municipal, state, and federal (excluding taxes on Lessor's income), which now or hereafter may be imposed on the
ownership, leasing, renting, possession of, control, use, maintenance, delivery andlor retum of the Equipment, and shall hold Lessor
harmless against actual or asserted violations and shall pay all expenses and costs of every character In connection herewith or arising
therefrom. Lessee further understands and authorizes Lessor to file, as required by law. any and all personal property tax or other retum
Page2of4

equired to protect its interest in the Equipment and Lessee agrees to pay a tax·filing fee of $50.00 for each tax retum filed with regard to
the EQuipmenl Upon the completion of the Schedule of Rental Payments, earlier termination, or an event of default under paragraph 12
hereof, Lessee agrees to pay Lessor an amount equal to 2% of the IniDal Equipment Cost for any assessed but unpaid taxes.
9. Insurance: Lessee shall obtain, at its own expense, insurance on the Equipment as follows: (a) Physical damage Insurance for the
amount of Equipment Cost or replacement value, whichever is higher, naming Lessor as "Loss Payee-, (b) Acceptable public liabRity
Insurance naming Lessor as "AddItional Insured", A specific minimum 6abillty limit may be required for specifiC types of equipment. Each
such policy shall be with an Insurer and such form satisfactory to Lessor including clauses requiring insurer to give at least 30 days
written notice to Lessor of any alteration or cancellation and specifying that no action or misrepresentation by Lessee shall invalidate the
policy. Lessor shall be under no obligation to inspect the policy or inform the Lessee if the policy does not conform to the requirements
hereof. In the event Lessee fails to deliver to Lessor a certificate evidencing liability and physical damage insurance, Lessee shall pay
Lessor an amount equal to 1 % of the Equipment Cost for each month, or fraction thereof, that Lessee fails to derIVer such certificate.
Such payment shall not be considered as insurance, a replacement for insurance or payment for insurance and provides no coverage for
Lessee. LESSEE HEREBY ACKNOWLEDGES AND AGREES THAT SUBSTANTIAL ADDITIONAL EXPENSE WIU BE INCURRED BY
LESSEE FOR FAILURE TO COMPLY WrrH THESE INSURANCE REQUIREMENTS. Lessee can stop incurring this charge by
delivering the required proof of insurance to Lessor.
10. TltlelUCC/Power of Attorney: Lessee understands that Lessor will have sale title to the Equipment during the entire Lease
Term, and Lessee agrees this is a "true Lease- and not one intended as security for purposes of Section 1·201 (37) of the Uniform
Commercial Code, The Lessee shall keep the equipment free and clear from levies, attachments, liens, encumbrances, or other judicial
processes of any kind and shall save Lessor harmless from and damage or loss thereby. Lessee hereby appoints Lessor as Lessee's
attomey·in-fact to file financing statements to protect Lesso"s interest hereunder in accordance with the Uniform Commercial Code, or
other applicable law. Lessee hereby agrees that Lessor may make any adjustment in payments due to the actual cost of the Equipment,
a change in the sales or use tax rate, corrected description of the Equipment, or proper allocation of any advance payments or security
deposits, to date this Ieclse, or fill in any blank spaces, and all such changes shall become incorporated herein.
11. Holdover: Unless Lessee notifies Lessor in writing sixty (60) days prior to the expiration of the lease of Lessee's intention to
purchase the EqUipment per the terms of the Purchase Option or Lessee promptly returns the Equipment upon the expiration of the term
of this Lease (the "Expiration Date"), Lessee shall pay a monthly holdover fee equal to 50% of the monthly payment (with tax) set forth at
the beginning of this Lease for each month (or portion thereof) that Lessee retains the Equipment beyond the Expiration Date. The
foregoing, remedy is in additlon to, and not in limitation of, any other remedies specified herein or available under law.
12. Default: Any of the following occurrences shall constitute an event of default: (a) Lessee's failure to pay rent or any sum due
Lessor or other party, on the due date; (b) Lessee's failure to observe, keep, or perform any other term, covenant, or condition of this
Lease or any other agreement with Lessor and such failure continues after the due date; (c) Lessee or any partner of Lessee if Lessee is
a partnership, or any guarantor, dies, becomes insolvent or unable to pay debts when due, stops doing business as a going concem,
merges, consolidates, makes an assignment for the benefit of creditors, or suffers a deterioration of financial health; (d) Lessee, jilny
guarantor of Lessee, or partner if Lessee is a partnership, shall file or have filed against it, a petition for reorganization, liquidation, or
similar relief under the federal bankruptcy laws, or if any trustee or receiver is appointed over it or over any part of its assets; (e) breach
of any representation or warranty made by Lessee, or guarantor, or any officer, partner, or member of Lessee in any document derlVered
to Lessor, failure of Lessee to fully Identify any shareholder, partner, or member, that owns or controls more than a 10% ownership
interest in the Lessee, any misrepresentation or withholding of information by Lessee in any dealing with the Lessor that would cause
Lessor to extend credit based on false or misleading information or financial data, fraudulent claims of ownership, or other acts by Lessee
that might cause Lessor to misconstrue the creditworthiness or ownership of Lessee or of any guarantor of Lessee; or (1) any levy.
attachment, or seizure of the Equipment
Remedies: Lessor and Lessee agree that Lesso"s damages suffered by reason of a default are uncertain and not capable of exact
measurement at the time this Lease is executed, therefore they agree that Lessor's Loss as of any date shall be the sum of the following:
(a) the amount of all rent and other amounts payable by Lessee with respect to items due but unpaid at the date of calculation, plus; (b)
the amount of aU unpaid rent for the balance of this Lease discounted from the respective date the payment becomes due at the rate of
8% per annum, plus; (c) the end of lease purchase option, if one was, specified, otherwise' 20% of the Original amount of the Equipment
Cost which represents Lesso"s antiCipated end of lease residual value. Upon occurrence of an event of default, and at any time
thereafter, Lessor may terminate this Lease and declare an amount equal to the Lessor's Loss as of the date of such notice to be
immediately due and payable and Lessee agrees to immediately pay such sum. Lessor may recover interest on the unpaid balance of
Lesso"s Loss from the date it becomes payable until fully paid at the maximum rate permitted by Colorado law. If such amount is not paid
upon demand by Lessor, Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants
of this Lease or to recover, for breach of this Lease, Lesso"s Loss as of the date the Lessor's Loss is declared due and payable, plus
interest as set forth above. Lessor may recover all costs and expenses, including legal fees, collection fees or commissions, travel, or any
other cost incurred by Lessor in enforcing the remedies herein. Upon termination of the Lease by this paragraph, all rights of Lessee to
use the Equipment shall terminate but Lessee shall remain liable as provided herein. Lessee shall, at its expense, promptly de fiver the
equipment to Lessor at a location or locations specified by Lessor, or Lesso"s agents may enter upon the premises where the equipment
is located and take immediate possession of and remove the same without instituting legal proceedings. Damages occasioned by
Lesso"s taking possession of the Equipment are hereby waived by Lessee. Upon repossesSion or surrender, and without the necessity of
notice to Lessee, Lessor may retain the Equipment, or sell or lease each item of Equipment in such manner and upon such terms as
Lessor in its sale discretion determines. The proceeds of such sale or lease shall first be appfied to reimburse Lessor for expenses or
repossession, storage, repair, transportation, and disposition of the Equ1pment and then for Lesso"s Loss and any additional amounts
due under this paragraph. Lessee shall remain liable for any deficiency. Lessor. may exercise any other right or remedy Lessor shall
recover legal costs and fees and all other expenses incurred by reason thereof. No remedy given in this paragraph is intended to be
Page 30f4

Purchase Option
Lease #: _____ _
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Lessor and Lessee agree as follows:
Lessee shall have the first right, but not the obligation, to purchase all but not less than all of the
equipment (the -Equipment") leased by Lessee pursuant to the above referenced lease (the "Leasej
in its AS IS, WHERE IS CONDITION, WITH ALL FAULTS AND DEFECTS, BOTH LATENT AND
PATENT, WITH NO REPRESENTATION OR WARRANTIES WHATSOEVER, EITHER
EXPRESSED OR IMPLIED OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTl'CULAR PURPOSE upon expiration of the Lease
term. The Equipment may be purchased for irs then fair market value, but shall not exceed a price,
including sales tax, that is equivalent to successive monthly payments,
including tax, under the Lease (the "Purchase Price"). In the event this Purchase Option is exercised,
Lessee shall pay the Purchase Price monthly over the term of ; successive months
upon exercise hereof. The Purchase Price is a price, which the Lessee and the Lessor reasonably
believe represents the then fair market value that the equipment will have at the end of the lease.
Upon receipt by the Lessor of the full Purchase Price, Lessor will furnish Lessee with a bill of sale
warranting good title to the Equipment, but accepting any impairment thereof by reason of any acts by
the Lessee or those making claim against the Lessee. The bill of sale will also provide that the
Equipment is being sold to the Lessee "As is, where is, and without any warranties, express or
implied".
Concurrent with the execution of this Purchase Option the Lessee and Lessor agree that paragraph
11. of the Lease captioned "Holdover" is hereby deleted from the Lease as if such paragraph 11. of
the Lease never existed.
The Lessor shall, at least Sixty (60) days prior to the expiration of the Lease, notify the Lessee, in
writing of this option to purchase and the Lessee shall then elect to retum the equipment per the
terms of the Lease or to exercise this Purchase Option.
If this document is executed by you and thereafter sent to us by facsimile transmission, then until
such time as we have received this document with your manual signature thereon, such facsimile
transmission shall constitute, upon acceptance and execution by us in our Offices, the Original
document and chattel paper and shall be admiSSible for all purposes as the original documenl You
agree to promptly forward to us the document with your manual signature thereon and upon receipt
by us this document with your manual signature thereon shall constitute the chattel paper in lieu of
such facsimile transmission.
Lessor. ________________________________________________________ _
Signed By: ________________ ---:. ________________ _
(Print name and title) (Date)
Lessee: ________________________________________________________ _
Signed By: _________________________ _
(Print name and title)
(Date)
Revised 611112003

FDD
EXHIBIT 1-3-4

FDD
EXHIBIT 1-4
KLC FINANCIAL, INC. LEASE AGREEMENT

FDD
EXHIBIT 1-5
GAIA LEASING FINANCING DOCUMENTS

GAIA Leasing LLC
50 South Sixth Street, Suite 1480
Minneapolis, Minnesota 55402
(612) 313-2500
LEASE AGREEMENT
Lease Agreement Number ___ _
This Lease Agreement, dated as of the __ day of ____ , 2009, between GAIA LEASING LLC (the "Lessor") and
__ ---;:;-:::::::-:;-:::::;-:;:;;:=::;-___ (collectively the "Lessee")
Lessor hereby leases to Lessee and Lessee hereby rents from Lessor, the Equipment listed on the Equipment Schedule(s) attached
hereto or incorporated herein by reference from time to time (herein referred to as the "Equipment"), subject to the terms and
conditions hereof, as supplemented with respect to each item of Equipment by the terms and conditions set forth in the appropriate
Equipment Schedule. The term includes, the various Equipment Schedules identifying each item of Equipment
and specific terms with respect to such item(s) of Equipment.
1. Term
This Lease Agreement is effective from the date it is
executed by both parties. The term of this Lease Agreement
as to all Equipment designated on any particular Equipment
Schedule shall commence on the Installation Date for all
Equipment on such Equipment Schedule and shall continue
for an initial period ending that number of months from the
Commencement Date as set forth in such Equipment
Schedule, (the "Initial Term") and shall continue from year to
year thereafter until terminated. The term of this Lease
Agreement as to all Equipment designated on any particular
Equipment Schedule may be terminated without cause at the
end of the Initial Term or any year thereafter by either party
mailing written notice of its termination to the other party not
less than one hundred twenty (120) days prior to such
termination date.
2. Commencement Date
The Installation Date for each item of equipment shall
be the day following the date said item of equipment is
installed at the location of Installation, ready for use, and
declared acceptable for maintenance by the maintenance
vendor. The Commencement Date for any Equipment
Schedule is the first of the month following Installation of all
the equipment on the Equipment Schedule, unless the latest
Installation Date for any equipment on the Equipment
Schedule falls on the first day of the month, in which case that
is the Commencement Date. The Lessee agrees to execute
and deliver a Certificate of Acceptance to Lessor upon
installation.
3. Lease Charges
The Lease Charges for the Equipment leased pursuant
to this Lease Agreement shall be the aggregate Lease Charges
set forth on each and every Equipment Schedule executed
pursuant hereto. Lessee promises to pay Lessor the Lease
Charges in accordance with the Equipment Schedule(s), and
the payments shall be made at Lessor's address indicated
thereon. The Monthly Lease Charge shall be paid by Lessee
monthly in advance with the first full month's payment due on
the Commencement Date. If the Installation Date does not fall
on the first day of a month, the Lease Charge for the period
from the Installation Date to the Commencement Date shall be
an amount equal to the Monthly Lease Charge divided by
thirty (30) and multiplied by the number of days from and
including the Installation Date to the Commencement Date
and such amount shall be due and payable upon receipt of
Invoice. Charges for taxes made in accordance with Section 4
and charges made under any other provision of this Lease
Agreement and payable by Lessee shall be paid to Lessor at
Lessor's address specified on the Equipment Schedule(s) on
the date specified in invoices delivered to Lessee. Lessee
agrees that if payment as specified above is not received by
Lessor on the due date, Lessee shall, to the extent permitted by
law, pay on demand, as a late charge, an amount equal to one
and one-half percent (1 112%) or the maximum percentage
allowed by law, whichever is less, of the amount then due for
each thirty (30) days or portions thereof that said overdue
payments are not made.
4. Taxes
In addition to the Lease Charges set forth in Section 3
the Lessee shall be responsible for the timely payment and
discharge of all license or registration fees, assessments, sales
and use taxes, rental taxes, gross receipts taxes, personal
property taxes and other taxes now or hereafter imposed by
any federal, state or local government upon the Equipment, the
Lease Charges or upon the ownership, leasing, renting,
purchase, possession or use of the Equipment (whether the
same be assessed to Lessor or Lessee). Lessee shall be
responsible for the negotiating and filing of property taxes on
the Equipment and shall indemnify Lessor to the extent of any

such unpaid property taxes (including penalties and interest)
and costs of Lessor associated therewith. Except as otherwise
required by law or except as otherwise directed from time to
time by Lessor, Lessee shall pay and discharge at least ten
(10) days before delinquency any and all such fees,
assessments and taxes directly to the proper levying authority.
Nothing herein shall be deemed to prevent Lessor from itself
paying and discharging any such taxes, fees or assessments
and Lessee shall pay to Lessor the amount of any such taxes,
fees, or assessments remitted by Lessor within ten (10) days of
notice thereof. Lessee, upon notice to Lessor, may, in
Lessee's own name, contest or protest any such taxes, and
Lessor shall honor any such notice except when in Lessor's
sole opinion such contest is futile or will cause a levy or lien
to arise on the Equipment or cloud Lessor's title thereto.
Lessee shall, in addition, be responsible to Lessor for the
payment and discharge of any penalties or interest. Nothing
herein shall be construed to require Lessee to be responsible
for any federal or state taxes or payments in lieu thereof,
imposed upon or measured by the net income of Lessor, or
state franchise taxes of Lessor, or except as provided
hereinabove, any penalties or interest resulting from Lessor's
failure to timely remit such tax payments.
5. Delivery and Freight Costs
Lessee shall accept delivery of the Equipment and
allow the Equipment to be installed within seven (7) days after
delivery to the Location of Installation and on or about the
date designated on the Equipment Schedule(s) attached hereto.
All transportation charges upon the Equipment for
delivery to Lessee's designated Location of Installation are
included in Lease price; provided, however, any extraordinary
costs, including, but not limited to structural alternations
and/or rental of specialized equipment to place the Equipment
in Lessee's building are to be promptly paid by Lessee.
Lessor shall not be liable for any failure or delay in
furnishing the Equipment, materials or labor resulting from
fire, explosion, flood, storm, act of God, government acts,
orders or regulations, hostilities, civil disturbances, strike,
labor difficulties, machinery breakdown, transportation
contingencies, difficulty in obtaining parts, supplies or
shipping facilities or delay of carriers, or any other causes not
subject to control of Lessor.
6. Installation
Lessee shall make available a suitable place of
installation and necessary electrical power, outlets and air
conditioning required for operating the Equipment as defined
in the Equipment manufacturer's Installation Manual.
7. Early Termination
During the Initial Term of an Equipment Schedule,
Lessee shall have the right to terminate this Lease Agreement
as to the Equipment at a particular Location at any time upon
prior written notice to Lessor and by delivering payment to
Lessor of the following: (i) the amount resulting from
multiplying the original acquisition cost of the Equipment as
2
noted on the Equipment Schedule (the "Acquisition Cost") at
the Location(s) by the applicable percentage set forth in the
Early Termination Schedule attached hereto as Exhibit A, (ii)
any accrued rent, (iii) applicable taxes, (iv) interest on any late
payments, and (v) any other charges then due and owing under
the Lease Agreement (items (i) (v) are collectively the
"Early Termination Payment"). If the Early Termination
Payment applies to the Equipment located at all of the
Locations described in an Equipment Schedule, then upon the
payment in full of the Early Termination Payment to Lessor
by Lessee, such Equipment Schedule will be deemed
terminated and Lessee shall have no further obligation with
respect to such Equipment Schedule except for those
obligations which survive termination. If the Early
Termination Payment does not apply to the Equipment located
at all of the Locations described in an Equipment Schedule,
then upon the payment in full of the Early Termination
Payment to Lessor by Lessee, Lessee will have no further
obligation with respect to the Equipment located at all of the
Locations for which the Early Termination Payment was made
(the "Terminated Equipment") except for those obligations
which survive termination, the Equipment Schedule will
continue in full force and effect with regard to Equipment
remaining at the Locations not covered by the Early
Termination Payment (the "Remaining Equipment"), and the
Rent owed under the Equipment Schedule thereafter will be
the original Rent specified in the Equipment Schedule for all
such Remaining Equipment.
8. Purchase Option at End of Initial Term
Lessee shall have the option to purchase all of the
equipment in a given Equipment Schedule at the Lease End
Purchase Price as designated in the Equipment Schedule. If
Lessee elects to purchase the equipment, then upon full
payment of all obligations hereunder, Lessor shall cause the
title of the equipment to be transferred to Lessee.
9. Return to Lessor
If Lessee does not purchase the equipment from Lessor
at the end of the Initial Term, Lessee shall allow Lessor to deinstall
equipment upon the termination of this Lease
Agreement as to the Equipment, as identified on any
Equipment Schedule. Lessee shall allow the Equipment to be
removed by a representative of Lessor and provide any
reasonable assistance that Lessor's Representative, including
without limitation, power shut-off and clean unobstructed
working environments. The risk loss of the Equipment shall
remain with Lessee until such time as the Equipment has been
completely removed from Lessee's premises.
10. Maintenance
Lessee agrees to maintain, repair and service the
Equipment in accordance with manufacturers' requirements;
to keep the Equipment in good working order; to protect the
Equipment from deterioration during the term of this Lease
and the renewal hereof; and to pay for the costs associated
therewith.

11. Location, Ownership and Use
The Equipment shall, at all times, be the sole and
exclusive property of Lessor. Lessee shall have no right or
property interest therein, except for the right to use the
Equipment in the normal operation of its business at the
Location of Installation (as defined in the Equipment
Schedule), or as otherwise provided herein. The Equipment is
and shall remain personal property even if installed in or
attached to real property. Lessor shall be permitted to display
notice of its ownership on the Equipment by means of a
suitable stencil, label or plaque affixed thereto.
Lessee shall keep the Equipment at all times free and
clear from all claims, levies, liens, encumbrances and process.
Lessee shall give Lessor immediate notice of any such
attempted or actual attachment or other judicial process
affecting any of the Equipment. Lessee shall not pledge, lend,
create a security interest in, sublet or part with possession of
the Equipment or any part thereof, or attempt in any manner to
dispose thereof, or remove the Equipment or any part thereof,
from the Location of Installation as specified in the
appropriate Equipment Schedule(s) without Lessor's written
permission.
Any special features installed on the Equipment at the
time of delivery which are not specified on the Equipment
Schedule(s) are and shall remain the sole property of the
Lessor and it is agreed that such feature(s) may be removed at
any time at Lessor's cost at the reasonable convenience of the
Lessee.
Lessee shall cause the Equipment to be operated in accordance
with the applicable vendor's or manufacturer's manual of
instructions by competent and qualified personnel.
12. Financing Statement
Lessor is hereby authorized by Lessee to cause this
Lease Agreement or other instruments, including Uniform
Commercial Code Financing Statement, to be filed or
recorded for the purposes of showing Lessor's interest in the
Equipment. Lessee agrees to execute any such instruments as
Lessor may request from time to time.
13. Alterations and Attachments
Upon prior written notice to Lessor, Lessee may, at its
own expense, make alternations in or add attachments to the
Equipment; provided such alternation and attachments shall
not interfere with the normal operation of the Equipment. All
such alterations and attachments, unless Lessor shall otherwise
agree in writing, shall be removed by Lessee at Lessee's
expense and the Equipment restored to it original condition,
reasonable wear and tear excepted, upon termination of the
appropriate Equipment Schedule(s) annexed to this Lease
Agreement. If the alteration or attachment interferes with the
normal and satisfactory operation or maintenance of any of the
Equipment, or creates a safety hazard, Lessee shall, upon
notice from Lessor to that effect, promptly remove the
alteration or attachment at Lessee's expense and restore the
Equipment to its normal condition.
3
14. Loss and Damage
Lessee shall assume and bear risk of loss and damage
(including any governmental requisition, condemnation or
confiscation) to the Equipment and all component parts
thereof from any and every cause whatsoever, whether or not
covered by insurance. No loss or damage to the Equipment or
any component part thereof shall impair any obligation of
Lessee under this Lease, which shall continue in full force and
effect except as hereinafter expressly provided. Lessee shall
repair or cause to be repaired all damage to the Equipment. In
the event that all or part of the Equipment shall, as a result of
any cause whatsoever, become lost, stolen, destroyed or
rendered irreparably unusable or damaged, as determined by
Lessee, then Lessee shall, within ten (10) days after it shall
have made such determination, fully inform Lessor in regard
thereto and shall pay to Lessor (1) the greater of (a) Lessor's
then applicable Unrecovered Investment in said Equipment as
of the next succeeding rental payment date or (b) the Insurable
value of the Equipment as provided in Section 13
hereinbelow, and (2) all rentals and other sums past due or
becoming due to and including such next succeeding rental
payment date in respect of such Equipment. Upon payment of
said amounts, the Equipment Schedule shall terminate as to
said Equipment. For purposes of this Agreement,
"Unrecovered Investment" shall mean those values which
shall be assigned to an item or items of Equipment upon the
disposition, loss, theft or destruction thereof, and shall be that
value which, as of the date for its calculation and payment,
will result (after provision for the recapture and payment of all
applicable taxes) in no loss to the Lessor.
15. Insurance
Commencing upon delivery of the Equipment to Lessee
and continuing thereafter, until Lessee has delivered
possession of the Equipment to Lessor or as otherwise herein
provided, whether or not this Lease Agreement has terminated
as to the Equipment, Lessee, at its expense, agrees to and shall
keep the Equipment adequately insured with responsible
insurers satisfactory to the Lessor, and said insurance shall
protect all interests of Lessor and be for such risks including
the liability of Lessor for public liability and property damage
and be in such amounts as Lessor may require. Said insurance
shall not be in excess over other coverage but shall be primary
insurance up to and including the stated policy limits. Said
insurance shall cover the interest of both the Lessor and
Lessee in the Equipment, or as the case may be, shall protect
both the Lessor and Lessee in respect to all risks arising out of
the condition, delivery, installation, maintenance, use or
operation of the Equipment. All such insurance shall provide
for thirty (30) days prior written notice to Lessor of
cancellation, restriction or reduction of coverage. Lessee
hereby irrevocably appoints Lessor as Lessee's attorney-infact
to make claim for, receive payment of and execute and
endorse all documents, checks or drafts for loss or damage or
return premium under any insurance policy issued on the
Equipment. Prior to installation on the Equipment all policies
or certificates of insurance shall be delivered to Lessor by
Lessee. In no event shall loss or damage insurance on the
Equipment be in an amount less than the greater of (1)

Lessor's corresponding Unrecovered Investment or (2) its then
fair market value. The proceeds of said loss or damage
insurance shall be payable to Lessor, but Lessor shall remit all
such insurance proceeds to Lessee at such time as Lessee
either (i) provides Lessor satisfactory proof that the damage
has been repaired and the Equipment has been restored to
good working order and condition or (ii) has paid to Lessor
the amounts otherwise due to Lessor on loss of such
Equipment. It is understood and agreed that any payments
made by Lessee or its insurance carrier for loss or damage of
any kind whatsoever to the Equipment are not made as
accelerated rental payments or adjustments of rental, but are
made solely as indemnity to Lessor for loss or damage of its
Equipment.
16. Enforcement of Warranties
Upon receipt of a written request from Lessee, Lessor
shaH, so long as this Agreement is in force, take all reasonable
action requested by Lessee to enforce the Equipment
manufacturer's warranties, expressed or implied, issued on or
applicable to the Equipment, which are enforceable by Lessor
in its own name. Lessor shall obtain for Lessee all service
furnished by manufacturer in connection therewith; provided,
however, that Lessor shall not be required to commence any
suit or action or resort to litigation to enforce any such
warranty unless Lessee shall fIrst pay to Lessor in advance all
expenses in connection therewith, including attorney's fees.
If any such warranty shall be enforceable by Lessee in
its own name, Lessee shall, upon receipt of written request
from Lessor, so long as this Lease Agreement is in force, take
all reasonable action requested by Lessor to enforce any such
warranty which is enforceable by Lessee in its own name;
provided, however, that Lessee shall not be obligated to
commence any suit or action or resort to litigation to enforce
any such warranty unless Lessor shall pay all expenses in
connection therewith.
17. Warranties, Disclaimers and Indemnity
Lessor warrants that at the time the Equipment is
delivered to Lessee, Lessor will have full right, power and
authority to lease the Equipment to Lessee. THE EXPRESS
WARRANTIES HEREIN CONTAINED ARE IN LIEU OF
ANY AND ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING THE WARRANTY OF
MERCHANTABILITY AND OF FITNESS FOR ANY
PARTICULAR PURPOSE. LESSEE ACKNOWLEDGES
THAT IT IS NOT RELYING ON LESSOR'S SKILL OR
JUDGMENT TO SELECT OR FURNISH GOODS
SUITABLE FOR ANY PARTICULAR PURPOSE AND
THAT THERE ARE NO WARRANTIES WHICH ARE NOT
CONTAINED IN THIS AGREEMENT. LESSOR SHALL
NOT BE LIABLE FOR DAMAGES, INCLUDING
SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF OR IN CONNECTION
WITH THE PERFORMANCE OF THE EQUIPMENT OR
ITS USE BY LESSEE, AND SHALL NOT BE LIABLE FOR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF OR IN CONNECTION
WITH LESSOR'S FAILURE TO PERFORM ITS
4
OBLIGATIONS HEREUNDER. NEITHER SUPPLIER
NOR ANY AGENT OF SUPPLIER IS AN AGENT OF
LESSOR OR IS AUTHORIZED TO WAIVE OR MODIFY
ANY TERM OR CONDITION HEREOF.
Lessee agrees that Lessor shall not be liable to Lessee
for, and Lessee shall indemnify and hold Lessor harmless with
respect to, any claim from a third party for any liability, claim,
loss, damage or expense of any kind or nature caused, directly
or indirectly, by: (1) the inadequacy of any Equipment for any
purpose; (2) any defIciency or defect in any Equipment; (3)
the use or performance of any Equipment; (4) any interruption
or loss of service, use or performance of any Equipment; or
(5) any loss of business or other special incidental or
consequential damages whether or not resulting from any of
the foregoing.
18. Software and Licensed Program
Lessor and Lessee agree that any data processing
programs (the "Software") made a part of the Lease
Agreement are subject to the following: (1) Lessor disclaims
all warranties and obligations in regard to the Software other
than its obligation to pay the lump sum price of the Software
to the Software vendor; (2) Lessee agrees that Lessor shall not
be liable to Lessee for, and Lessee shall indemnify and hold
Lessor harmless with respect to, any claim for any liability,
claim, loss, damage or expense of any kind or nature caused,
directly or indirectly, by; (a) the inadequacy of any Software
for any purpose; (b) any defIciency or defect in any Software;
(c) the use or performance of any Software; (d) any
interruption or loss of service, use or performance of any
Software; or (e) any loss of business or other special incidental
or consequential damages whether or not resulting from any of
the foregoing and Lessee further agrees to deal directly with
the Software vendor for any problems, defIciencies or
inadequacies relating to the Software; (3) Lessee's obligation
to pay the monthly Lease Charges for the Software shall be
absolute and unconditional and shall not be subject to any
delay, reduction, set-off, defense, counterclaim or recoupment
for any reason whatsoever, including any discontinuance or
termination of any License Agreement with the Software
vendor, any damage to or destruction of the Software or any
failure of the Software to perform in accordance with the
representation of the Software vendor and if the Software is
unsatisfactory for any reason, Lessee shall make any claim
solely against the Software vendor and shall nevertheless, pay
Lessor all Lease Charges under the Lease; (4) The
responsibility for all software maintenance and enhancement
costs shall remain with the Lessee.
19. Event of Default
The occurrences of any of the following events shall
constitute an event of default under this Lease Agreement
and/or any Equipment Schedule:
(a) The nonpayment by Lessee of any Lease
Charges when due, or the nonpayment by Lessee
of any other sum required hereunder to be paid
by Lessee, which nonpayment continues for a
period often (10) days from the date when due.

(b) The failure of Lessee to perform any other term,
covenant or condition of this Lease Agreement,
any Commitment Letter, any Equipment
Schedule or any other document, agreement or
instrument executed pursuant hereto or in
connection herewith which is not cured within
(10) days; after written notice thereof from
Lessor.
( c) Lessee ceases doing business as a going concern,
is insolvent, makes an assignment for the benefit
of creditors, admits in writing its inability to pay
its debts as they become due, files a voluntary
petition in bankruptcy, is subject to an
involuntary petition in bankruptcy, is adjudicated
bankrupt or insolvent, files or has filed against it
a petition seeking any reorganization,
arrangement or composition, under any present
of future statue, law or regulation.
(d) Any of Lessee's representations or warranties
made herein or on any statement or certificate at
any time given in writing pursuant hereto or in
connection herewith shall be false or misleading
in any material respect.
(e) Lessee defaults under or otherwise has
accelerated any material obligation, credit
agreement, loan agreement, conditional sales
contract, lease, indenture or debenture; or
(f) Lessee defaults under any other agreement now
existing or hereafter made with Lessor. (f) The
breach or repudiation by any party thereto of any
guaranty, subordination agreement or other
agreement running in favor of Lessor obtained in
connection with this Lease Agreement.
20. Remedies
Should any event of default occur and be continuing,
Lessor may, in order to protect the interests and reasonably
expected profits and bargain of Lessor, and with or without
notice or demand upon, Lessee, pursue and enforce,
successively and/or concurrently, anyone or more of the
following remedies:
(a) Without retaking the Equipment
(1) recover from Lessee all accrued and
unpaid rents and other amounts then due
and owing under the terms hereof,
(2) recover from Lessee from time to time all
rents and other amounts as and when
becoming due hereunder,
(3) accelerate and cause to become
immediately due and payable all rents and
other amounts due and/or likely to be
come due hereunder and recover from
Lessee the then worth to Lessor of such
amounts,
(4) cause to become immediately due and
payable and recover from Lessee (i) the
then applicable Unrecovered Investment
5
in the Equipment, plus (ii) the then worth
to Lessor of its anticipated remaining loss
of bargain;
(b) Retake possession of the Equipment (by Lessor
or Lessor's independent contractor) and
(1) terminate the term of this Lease
Agreement as to the Equipment,
(2) recover from Lessee all accrued and
unpaid rents and other amounts owing
under the terms hereof,
(3) sell the Equipment at public or private
sale, and recover from Lessee the
difference, if any, by which the Net
Proceeds of sale shall be less than (i) the
Lessor's then applicable Unrecovered
Investment in the Equipment, plus (ii) the
then worth to Lessor of its anticipated
remaining loss of bargain,
(4) re-lease the Equipment to a third party for
the account of Lessee and recover from
Lessee when becoming due any deficiency
between the rents provided herein and
those received from such third party,
(5) re-lease the Equipment to a third party for
the account of Lessee and recover from
Lessee the then worth to Lessor of any
deficiency between the rents provided
herein and those receivable from such
third party over the re-Ieased term,
(6) recover from Lessee the then worth to
Lessor of the excess of the rents reserved
herein for the balance of the whole term
(or any remaining term not covered by any
re-lease pursuant to Section 20(b)(5)
hereinabove) over the then reasonable
rental value of the Equipment; and
(c) Pursue any other remedy Lessor may otherwise
have, at law, in equity or under any statute and
recover such other actual damages as may be
incurred by Lessor.
For purposes of Section 20, "Net Proceeds" shall mean
the amount received in cash upon the sale of the Equipment,
less all expenses incurred by or for Lessor in connection with
such sale, including reconditioning and removal expenses,
repair costs, commissions, reasonable attorney's fees and less
all sums accrued and unpaid to Lessor pursuant to this Lease
Agreement to the date of such sale. Lessor's pursuit and
enforcement of anyone or more remedies shall not be deemed
an election or waiver by Lessor of any other remedy. Lessor
shall attempt in good faith to mitigate its damages, but Lessor
shall not be obligated to sell or re-lease the Equipment. Any
sale or re-lease may be held at such place or places as are
selected by Lessor, with or without having the Equipment
present. Any such sale or re-lease, may be at wholesale or
retail, in bulk or in parcels. [For purposes of determining the
worth to Lessor of any amounts, said amounts shall be

discounted at a rate of six percent (6%) per annum.] Time and
exactitude at each of the terms and conditions of the Lease
Agreement are hereby declared to be of the essence. Lessor
may accept past due payments without modifYing the terms of
this Lease Agreement and without waiving any further rights
of Lessor hereunder. Except as expressly provided herein,
neither Lessee nor Lessor shall be liable to the other for any
consequential or incidental damages.
21. Costs and Attorneys' Fees
In the event of any action at law or a suit in equity by
reason of Lessee's breach of this Lease Agreement, any
Equipment Schedule, or any other document, agreement or
instrument executed pursuant hereto or in connection
herewith, or in the event of any governmental examination or
investigation of Lessee, which requires Lessor's participation
and which participation would not be required but for this
Lease Agreement, or pursuant to Lessor exercising any of its
rights herein conferred or retained, Lessee; in addition to all
other sums which Lessee may be called upon to pay under the
provisions of this Lease Agreement, will pay to Lessor its
reasonable costs of collection or other out-of-pocket costs and
expenses and attorney's fees on account thereof.
22. Lessor's Performance Option
Should Lessee fail to make any payment or to do any
act as provided by this Lease Agreement, then Lessor shall
have the right (but not the obligation), without notice to
Lessee of its intention to do so and without releasing Lessee
from any obligation hereunder to make or to do the same, to
make advances to preserve the Equipment or Lessor's title
thereto, and to pay, purchase, contest or compromise any
insurance premium, encumbrance, charge, tax, lien or other
sum which in the judgment of Lessor appears to affect the
Equipment, and in exercising any such rights, Lessor may
incur any liability and expend whatever amounts in its
absolute discretion it may deem necessary thereto. All sums
so incurred or expended by Lessor shall be due and payable by
Lessee within ten (10) days of notice thereof.
23. Quiet Possession and Inspection
Lessor hereby convenants with Lessee that Lessee shall
quietly possess the Equipment subject to and in accordance
with the provisions hereof so long as Lessee is not in default
hereunder, provided, however, that Lessor or its designated
agent may, at any and all reasonable times during business
hours, enter Lessee's premises for the purposes of inspecting
the Equipment and the manner in which it is being used.
24. Assignments
This Lease Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and (to the extent specified in any assignment)
assigns. Lessee, however, shall not assign this Lease
Agreement or sublet any of the Equipment without first
obtaining the prior written consent of Lessor and its assigns, if
any. Lessee acknowledges that the terms and conditions of
this Lease Agreement have been fixed in anticipation of the
possible assignment of Lessor's rights under this Agreement
6
and in and to the Equipment as collateral security to a third
party ("Assignee" herein) which will rely upon and be entitled
to the benefit of the provisions of this Lease Agreement.
Lessee agrees to provide Lessor or its potential Assigns with
Lessee's most recent fmancial statements. Lessee agrees with
Lessor and such Assignee to recognize in writing any such
assignment within fifteen (15) days after receipt of written
notice thereof and to pay thereafter all sums due to Lessor
hereunder directly to such Assignee as directed by it,
notwithstanding any defense, set-off or counterclaim
whatsoever (whether arising from a breach of this Lease
Agreement or not) that Lessee may from time to time have
against Lessor. Upon such assignment, the Lessor shall
remain obligated to perform any obligations it may have under
the Lease Agreement and the Assignee shall (unless otherwise
expressly agreed to in writing by the Assignee) have no
obligation to perform such obligations. Any such assignment
shall be subject to Lessee's rights to the use and possession of
the Equipment so long as Lessee is not in default hereunder.
25. Survival of Obligations
All agreements, representations, and warranties
contained in this Lease Agreement, any Equipment Schedules,
or in any document attached thereto, shall be for the benefit of
Lessor and Lessee and their successors, any Assignee or
Secured Party and shall survive the execution and delivery of
the Lease Agreement and the expiration or other termination
of this Lease Agreement.
26. Authority
The parties hereto covenant and warrant that the
persons executing this Lease Agreement and each Equipment
Schedule on their behalf have been duly authorized to so
execute this Agreement, and this Agreement contributes a
valid and binding obligation to the parties hereto. The Lessee
will, if requested by Lessor, provide to Lessor Certificates of
Authority naming the officers of the Lessee which have the
authority to execute this Agreement and any Equipment
Schedules attached thereto.
27. Landlord's and Mortgagee's Waiver
If requested, Lessee shall furnish waivers, in form and
substance satisfactory to Lessor, from all landlords and
mortgagees of any premises upon which any item of
Equipment is located.
28. Miscellaneous
This Lease Agreement, the Equipment Schedule(s),
attached riders, and any documents or instruments issued or
executed pursuant hereto shall be governed by the laws of the
State of Minnesota and constitute the entire Agreement
between Lessor and Lessee with respect to the lease of the
Equipment superseding all prior correspondence between the
parties. No provision of this Lease Agreement or the
Equipment Schedule(s) shall be deemed waived, amended or
modified by either party unless such waiver, amendment or
modification is in writing and signed by each of the parties
hereto.

EXHIBIT A
EARLY TERMINATION SCHEDULE
Month of Early Termination Month of Early Termination
Lease Term Applicable Percentage Lease Term Applicable Percentage
1 103.7% 31 56.4%
2 102.3% 32 54.8%
3 100.9% 33 53.0%
4 99.4% 34 51.2%
5 98.0% 35 49.4%
6 96.5% 36 47.5%
7 95.0% 37 45.7%
8 93.6% 38 44.0%
9 92.1% 39 42.1%
10 90.6% 40 40.2%
11 89.1% 41 38.3%
12 87.5% 42 36.4%
13 86.0% 43 34.5%
14 84.5% 44 32.7%
15 82.9% 45 30.7%
16 81.4% 46 28.8%
17 79.8% 47 26.8%
18 78.2% 48 24.8%
19 76.5% 49 22.8%
20 75.0% 50 20.9%
21 73.4% 51 18.9&
22 71.7% 52 16.9%
23 70.1% 53 14.8%
24 68.4% 54 12.7%
25 66.7% 55 10.6%
26 65.1% 56 8.5%
27 63.4% 57 6.4%
28 61.7% 58 4.3%
29 59.9% 59 2.2%
30 58.2% 60 0.0%
1283380.1

7. Commencement Date:
8. End of Term:
9. Lease End Purchase Price:
10. Amendment:
day of each calendar month thereafter for __ _
months with the last payment due on ______ "
Applicable taxes will be added to the Monthly Rent.
The commencement date for this Equipment Schedule
will be -------------
At the expiration of the Initial Term, or if extended, at
the expiration of the Extended Term, the disposition of
all Remaining Equipment subject to this Equipment
Schedule shall be governed by the terms of the Lease
Agreement.
$1
This Equipment Schedule may not be amended except
by a writing signed by both parties and only in
accordance with the terms of the Lease Agreement.
THE INDIVIDUAL SIGNING BELOW CERTIFIES THAT HE OR SHE HAS READ THIS
EQUIPMENT SCHEDULE AND THE LEASE AGREEMENT, AND IS AUTHORIZED TO
SIGN THIS SCHEDULE ON BEHALF OF LESSEE.
LESSOR: Gaia Leasing LLC
LESSEE: ___________ __
By: _________________ _ By: ______________ _
Name: Douglas G. Hipskind Name:
Title: President Title:
Signature Page of Equipment Schedule Number _____ _
1283368.1
2.

FDD
EXHIBIT 1-6
LIFE FITNESS FINANCING DOCUMENTS

RE: Equipment Lease
Dear
Life Fitness, a division of Brunswick Corp()rat
Leasing Administration
5100 N. River Road
Schiller Park, IL 60176
Upon receipt of your completed and signed documents,
transfer this Equipment Lease to VGM Financial Services
Please
Sincerely,
Leasing Administration
Corporation will assign and
Equipment Finance, Inc.
ships, of your payment date. If you have any questions regarding
please contact me at the number below. After the transfer of your
and payments may be directed to VGMFS at 800-643-4354.
by signing and returning the same with your documents.
Customer:
Federal ID.:
By: _____________ _

Re: "Obligor"
Personal Guaranty
To Life Fitness, a division of Brunswick Corporation ("Life Fitness"):
For valuable consideration, the receipt of which is acknowledged, I, the undersigned guarantor, unconditionally guarantee to you the full
and prompt performance by the above-named Obligor, its successors, assigns, heirs and personal representatives, of all obligations which
Obligor presently or hereafter may have to you and payment when due of all sums presently or hereafter owing by Obligor to you. I further
agree to indemnify you against any losses you may sustain and expenses you may incur, including att(lrnt:y£ as a result of any default
by Obligor.
For the purpose of this Guaranty, all sums owing to you by Obligor shall become immediately
under any agreement with you. No delay by you in exercising any right or remedy
the terms of this Guaranty.
THIS SHALL BE A CONTINUING GUARANTY AND INDEMNITY AND,
ME OR MY CONSENT, MY OBLIGATIONS HEREUNDER SHALL NOT BE
ANY: (a) new agreements or obligations of Obligor with or to you; amendments, extensions,
to any existing or future agreements or obligations of Obligor or third parties .
adjustments, compromises or releases of any obligations of Obligor, me, or
of Obligor, me, or any other parties; (c) falsity, incorrectness, invalidity
omissions by you or Obligor; (d) compositions, extensions, moratoria or
in the business relation between you and Obligor; or (t) other reason.
GENERAL WAIVERS: I hereby waive notice of your
parties, of presentment, protest and demand, and of all other
My obligations hereunder shall be binding upon me and my
of another guarantor shall not relieve me from any
hereunder are joint and several as to any other person
I shall reimburse you, on demand, for all
enforcement of any of your rights hereunder
compounded monthly, but in no event more
against Obligor, the subject equipment, or
such rights unless and until you have .
This Guaranty shall inure to the
Obligor to you. This Guaranty is
Guaranty may be
to an obligation of
party makes any
hereunder. I
ANY NOTICE TO
TSOEVER BY
or waivers of default as
credit by you to Obligor; (b)
releases or sales of any security
of any instrument, or acts or
iam' lmtiPT applicable law; (e) interruptions
:nUUIVC:S. The death or release from liability
my duties hereunder. My obligations
,,,,",'.,,,,,,, by you in the enforcement or attempted
on all amounts owing at the rate of 18% per annum,
law, until paid in full. If I become subrogated to your rights
any payment to you, I agree not to enforce or exercise any of
in full of all Obligor's obligations under its agreement(s) with you.
assigns. This Guaranty is severable as to one or more obligations of
a third party your interests relating to an obligation of Obligor, this
iPlIlairing the effectiveness of this Guaranty as to any of your interests relating
defaults in the performance of any of its obligations to you, and if any third
party shall, to extent thereof, be subrogated to all of your rights against me
assigns, to obtain one or more profiles on me from a credit reporting agency for
iltemplatt:d between Life Fitness and Obligor; (b) any subsequent updates, renewals, or
and/or collection of any resulting account(s). I further waive any objection to any
re(luE:stE:d or obtained and hereby ratify my authorization of such action.
onstru(:din accordance with the laws of the State ofIowa. BY SIGNING THIS GUARANTY, I
TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN
WAIVE ANY RIGHT TO A JURY TRIAL OF ANY MATTER ARISING OUT OF OR IN
THIS GUARANTY, OBLIGOR'S AGREEMENTS WITH YOU, OR RELATED
However, at your sole discretion you may enforce this Guaranty in any state or federal court having lawful jurisdiction
thereof. I agree that you may accept a facsimile copy of this document bearing a facsimile signature, which shall be deemed an original for
all purposes. You are authorized to make nonsubstantive changes to this document, including but not limited to Obligors' legal name.
Guarantor: Date
Witness: Address Date

FDD
EXHIBIT 1-7
PROVISION EQUIPMENT LEASE AGREEMENT

EQUIPMENT LEASE AGREEMENT
THIS AGREEMENT is made this __ day of ______ , 20_, by and
between Provision Security Solutions, LLC, a Minnesota limited liability company ("Lessor"),
and _________ ,' a ____________ ("Lessee").
RECITALS
Lessee is an "Anytime Fitness®" franchisee. Lessor is an affiliate of Anytime Fitness,
LLC ("Anytime Fitness"). In connection with its Anytime Fitness Express center, Lessee desires
to lease certain equipment from Lessor, and Lessor is willing to lease such equipment to Lessee,
pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and
the mutual benefits to be gained by the performance hereof, the parties hereto agree as follows:
1.) Lease. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, all
machinery, equipment, and other property described in Schedule 1 attached hereto, together with
any and all replacement parts, additions, repairs, and accessories incorporated therein, and/or
affixed thereto (collectively, the "Equipment"). As used in this Agreement, "Equipment" shall
also include any software provided by the manufacturer or seller of the Equipment and/or
installed on the Equipment when delivered to Lessee. Lessee will only use such software in
accordance with the manufacturer's or seller's license.
2.) Rental. As rental for the Equipment, Lessee agrees to pay to Lessor, during the
term of this Lease, the rental payments as specified on Schedule 1. The initial rental payment
shall be due and payable upon execution of this Agreement, and future payments are to be made
on the same day of each month thereafter until all rental payments as specified on Schedule 1
have been made. Rental payments shall be made at the office of Lessor, or to such other person,
firm, or corporation at such other place as Lessor may from time to time designate in writing.
Lessee may prepay this Lease at any time by paying all remaining unpaid rental payments
required under Schedule 1. In addition to said rental payments, Lessee shall pay the amount of
any personal property taxes, other taxes, and all maintenance, insurance, and other costs and
expenses (including amounts, if any, required to be paid under Sections 11 and 12) as hereinafter
set forth, payment thereof to be made when due to the person or entity entitled thereto. If Lessee
fails to pay any part of the rent or any other sum required to be paid to Lessor, within ten (10)
days after the due date thereof, Lessee shall pay to Lessor interest on such delinquent payment
from the expiration of said ten (10) days until paid, at the rate of one and one-half percent (1.5%)
per month or the maximum rate permitted by law, whichever is less.
3.) Electronic Funds Transfer. Notwithstanding anything in Section 2 to the contrary,
Lessor shall have the right to require Lessee to sign and deliver, to Lessor or Lessor's bank or
Lessee's bank, as necessary, all forms and documents that Lessor may request to permit Lessor
to debit Lessee's account, either by check, electronic funds transfer, or other means or such
alternative methods as Lessor may designate ("Payment Methods") for all fees and payments due

to Lessor under this Agreement. Lessor may use any of the Payment Methods to collect any
rental payments and other amounts due by Lessor on the date such amounts become due
hereunder. Lessee shall notify Lessor in writing at least twenty (20) days prior to closing or
changing the account against which such debits are to be made. If such account is closed or
ceases to be used, Lessee shall immediately provide all documents and information necessary or
requested to permit Lessor to debit the amounts due from an alternative account. Lessee
acknowledges that these requirements are only a method to facilitate prompt and timely payment
of amounts due and shall not effect any obligation or liability of Lessee for amounts owed.
4.) Term of Lease. The term of the lease of the Equipment pursuant to this
Agreement (this "Lease") shall commence on the earlier of the date of this Agreement or the
delivery of any item of Equipment to Lessee and, unless sooner terminated by Lessor as
hereinafter provided, shall continue for five (5) years thereafter.
5.) Option to Purchase. Provided that this Agreement has not been terminated and
Lessee is not in default of its obligations under this Agreement, and further provided that Lessee
has paid all amounts it is required to pay under this Lease, including, but not limited to, all
payments specified on Schedule 1, Lessee shall have the right to purchase all of the Equipment
on an "AS IS, WHERE IS" basis, for One Dollar ($1.00). Lessee shall give Lessor written
notice not less than thirty (30) days prior to its exercise of the purchase option provided for in
this section. Upon payment of the purchase price, and provided that all other obligations of
Lessee have been fully performed herein, Lessor shall deliver a bill of sale, conveying title to the
Equipment to Lessee; provided, however, that with respect to any software included in the
Equipment that is licensed to and not owned by Lessor, Lessor shall only transfer its rights in and
to such software, all on an "AS IS, WHERE IS" basis.
6.) Warranties and Waivers. LESSOR MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FORA
PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE EQUIPMENT.
LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR FOR ANY
LOSS, DAMAGE, OR EXPENSE CAUSED BY THE EQUIPMENT OR BY ANY DEFECT
THEREIN, THE USE OR MAINTENANCE THEREOF, OR THE SERVICING OR
ADJUSTMENT THERETO, AND, AS TO LESSOR, LEASES THE EQUIPMENT "AS IS,
WHERE IS." LESSEE FURTHER WAIVES ANY AND ALL DEFENSES TO THE
PAYMENT OF RENT OR ANY OTHER AMOUNTS OWED HEREUNDER, OTHER THAN
THE DEFENSE THAT LESSEE DID NOT RECEIVE THE EQUIPMENT (WHICH DEFENSE
IS LIMITED AS PROVIDED IN SECTION 7 BELOW) AND THE DEFENSE THAT LESSEE
HAS MADE ALL PAYMENTS REQUIRED HEREUNDER. lithe Equipment is not properly
installed, does not operate as represented or warranted by the manufacturer or seller thereof, or is
unsatisfactory for any reason, Lessee shall make any claim on account thereof solely against the
manufacturer or seller and no such occurrence shall relieve Lessee of any of its obligations
hereunder. During the term of this Lease with respect to any unit of Equipment in which Lessee
renders faithful performance of its obligations, Lessor hereby assigns to Lessee any
manufacturer's or seller's warranty, whether express or implied, on such unit. All claims or
actions on any warranty so assigned shall be made or prosecuted by Lessee, at its sole expense,
and Lessor shall have no obligation whatsoever to make any claim on such warranty. Any
recovery in cash or cash equivalent under such warranty shall be made payable jointly to Lessee
2.

and Lessor. At Lessor's option, all cash proceeds or equivalent thereof from such warranty
recovery shall be used to repair or replace the Equipment.
7.) Lessee's Inspection. Upon delivery of the Equipment, Lessee shall make all
necessary inspections and tests of the Equipment in order to determine whether the Equipment
conforms to specifications and is in good condition and repair. Lessee shall promptly notify
Lessor in writing of any defect or other proper objection to the type or condition of the
Equipment. If Lessee fails to notify Lessor in writing of any such defect or objection within
seven (7) days after delivery of the Equipment to Lessee, then it shall be conclusively presumed,
as between Lessor and Lessee, that Lessee has fully inspected the Equipment and that Lessee is
satisfied with and has accepted the Equipment in such good condition and repair for all purposes
of this Lease.
8.) Location and Right of Inspection. The Equipment at all times shall be located at
Lessee's Anytime Fitness Express center or such other place as shall be mutually agreed upon in
writing between Lessor and Lessee, and Lessee shall not move the Equipment from such location
without the prior written consent of Lessor. Lessor shall at any and all times during normal
business hours have the right to enter into and upon the premises where the Equipment may be
located for the purpose of inspecting the same or observing its use. Lessee shall promptly advise
Lessor of any circumstances with respect to location which may in any manner affect Lessor's
title thereto.
9.) Use. Lessee shall use the Equipment carefully and shall comply with all laws,
ordinances, or regulations relating to the use, operation, and/or maintenance of the Equipment.
Lessee shall put the Equipment only to the use contemplated by the manufacturer. Lessee shall
affix to the Equipment and maintain thereon such labels, plates, or decals as may be provided by
Lessor, or conspicuously mark said Equipment with such language as Lessor may reasonably
request, to the effect that such Equipment is owned by Lessor. Lessor is hereby authorized at
Lessee's expense to cause this Lease or any financing statement or other statement in respect
thereto, showing the interest of the Lessor in the Equipment, to be filed or recorded with any
governmental office deemed appropriate by Lessor.
10.) Repairs and Alterations. Lessee shall keep and maintain the Equipment in good
working order and shall supply and install all replacement parts and accessories when required to
maintain the Equipment in good working condition, which parts and accessories shall be and
become the sole property of Lessor but also Equipment hereunder. Lessee shall not, without the
prior written consent of Lessor, make any alterations, modifications, additions, subtractions, or
improvements to the Equipment, but if so authorized by Lessor, any such alterations,
modifications, additions, or improvements shall become the property of Lessor and shall be
deemed to be a part of the Equipment.
11.) Licensing, Registration, and Taxes. Lessee shall obtain such licensing and
registration of the Equipment as is or may be required by federal, state, or local law or
regulation. As additional rent, Lessee shall pay and discharge when due, all license and
registration fees, assessments, sales, use, property, and other taxes (excluding any tax measured
by Lessor's net income), together with any penalties or interest applicable thereto, now or
hereafter imposed by any state, federal, or local government upon any item of the Equipment, or
3.

the rentals payable hereunder, whether the same be payable by or assessed to Lessor or Lessee;
provided, however, if under law or custom such payments may be made only by Lessor, Lessee
shall promptly notify Lessor and shall reimburse Lessor, upon demand, for all payments thereof
made by Lessor. Ifby law any such registration or license fee or tax is billed to Lessor, Lessee at
its expense will do any and all things required to be done by Lessor in connection with the
licensing or registration procedure and the levy or assessment of any tax, including the billing or
payment thereof. Upon request, Lessee shall provide Lessor with proof of payment.
12.) Insurance. Lessee, at its sole cost and expense, shall procure, maintain, and pay
for (a) insurance against the loss or theft of or damage to the Equipment, naming Lessor and its
assigns as a loss payee, and (b) public liability and property damage insurance, naming Lessor
and its assigns as an additional insured. All such insurance shall be in form and amount and with
companies satisfactory to Lessor. Lessee shall deliver the policies of insurance or duplicates
thereof or certificates of insurance to Lessor. Each insurer shall agree by endorsement upon the
policy or policies issued by it or by independent instrument furnished to Lessor that it will give
Lessor at least thirty (30) days' written notice before the policy in question shall be materially
altered or cancelled. The proceeds of such insurance, at the option of Lessor, shall be applied
(i) toward the replacement, restoration, or repair of the Equipment, or (ii) toward payment of the
obligations of Lessee hereunder. Lessee hereby appoints Lessor as Lessee's attorney-in-fact to
make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for
loss or damage under any such insurance policy. In the event Lessee fails to procure, maintain, or
pay for said insurance or to pay any fees, assessments, charges, or taxes, as required herein,
Lessor shall have the right, but not be obligated, to obtain such insurance, or pay said fees,
assessments, charges, and taxes, as the case may be. In that event, Lessee shall promptly
reimburse Lessor for the cost thereof upon demand, as additional rent, and failure to repay the
same shall constitute an Event of Default hereunder.
13.) Loss and Damage. Lessee assumes and shall bear the entire risk ofioss, theft,
damage, or destruction of the Equipment (or any item thereof) from any cause whatsoever; and
no loss, theft, damage, or destruction of Equipment shall relieve Lessee of the obligation to pay
rent or any other obligation under this Lease, all of which shall continue in full force and effect.
In the event of damage to any item of Equipment, Lessee shall immediately place the same in
good repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed, or
damaged beyond repair, Lessee, at the option of Lessor, will: (a) replace the same with like
equipment in good repair, at Lessee's sole expense, in which case said replacement equipment
shall become Equipment hereunder and the Lease shall continue in accordance with its terms; or
(b) pay Lessor in cash or other immediately available funds the sum ofthe following: (i) all
remaining unpaid rental payments owed by Lessee to Lessor under this Lease, less any proceeds
of insurance received by Lessor with respect to such items of Equipment; and (ii) the amount of
the purchase option described in Section 5 above. Upon Lessor's receipt of such payment under
clause (b) above, Lessee shall be entitled to whatever interest Lessor may have in said items, in
their then condition and location, without warranties, express or implied, and this Lease shall be
terminated with respect to such items.
14.) Default. If, with regard to any item or items of Equipment:
(a) Lessee shall fail to make any rent payment when due; or
4.

(b) Lessee shall fail to make any other payment or perform or observe any other
covenant, condition, or agreement to be performed or observed by it hereunder and such
failure shall continue for a period of five (5) days after written notice thereof by Lessor;
or
(c) Any representation or warranty made by Lessee herein or in any document or
certificate furnished to Lessor in connection herewith or pursuant hereto shall prove to
have been false in any respect when made or furnished; or
(d) Lessee shall become insolvent or bankrupt or make an assignment for the benefit
of creditors or consent to the appointment of a trustee or receiver, or a trustee or a
receiver shall be appointed for Lessee or for a substantial part of its property without
Lessee's consent and shall not be dismissed for a period of thirty (30) days, or any
bankruptcy, reorganization, or insolvency proceedings shall be instituted by or against
Lessee and, if instituted against Lessee, shall not be dismissed for a period of thirty (30)
days, or if Lessee's business is dissolved, terminated or discontinued; or
(e) Lessee attempts to remove, sell, transfer, encumber, part with possession, or
sublet the Equipment or any item thereof;
or if Lessee shall be in default of any of its obligations under its Anytime Fitness® franchise
agreement or such agreement shall otherwise be terminated for any reason, then, upon the
occurrence of any such event (an "Event of Default"), Lessor may, at its option, declare this
Lease to be in default and may do one or more of the following with respect to any or all of the
Equipment as Lessor, in its sole discretion, shall elect, all of which are authorized hereby by
Lessee, to the extent permitted by and subject to compliance with any mandatory requirement of
applicable law then in effect:
(1) By written notice to Lessee, cause Lessee to pay Lessor on the date
specified in such notice a lump sum amount equal to the sum of all unpaid
rental payments owed, as set forth in Schedule 1, in respect of the
Equipment. Should Lessor, however, estimate its actual damages to
exceed the foregoing, Lessor may, at its option, recover its actual damages
in lieu of or in addition thereto;
(2) Cause Lessee, upon written demand of Lessor and at Lessee's expense, to
promptly return any or all items of Equipment to Lessor in accordance
with all of the terms of Section 17 herein, or Lessor, at its option, may take
possession of any or all items of Equipment and remove the same without
liability for injuries suffered through or loss caused by such repossession
and repossession shall not constitute termination of this Agreement.
LESSEE WAIVES ANY AND ALL RlGHTS TO NOTICE AND
JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OR
ATTACHMENT OF THE EQUIPMENT BY LESSOR IN THE EVENT
OF DEFAULT HEREUNDER BY LESSEE;
5.

(3) Sell or lease any or all items of Equipment at public or private sale or
lease at such time or times as Lessor may determine and if notice thereof
is required by law, any notice in writing of any such sale or lease by
Lessor to Lessee not less than seven (7) days prior to the date thereof shall
constitute reasonable notice thereof to Lessee; or otherwise dispose of,
hold, use, operate, or keep idle such Equipment, all as Lessor, in its sole
discretion, may determine and all free and clear of any rights of Lessee
and without any duty to account to Lessee for such action or inaction or
for any proceeds with respect thereto; or
(4) Lessor may exercise any other right or remedy which may be available to
it under the Uniform Commercial Code or any other applicable law or
proceed by appropriate court action to enforce the terms hereof or to
recover damages for the breach hereof or to rescind this Agreement as to
any or all Equipment. In addition, Lessee shall continue to be liable for all
indemnities under this Lease and for all legal fees and other costs and
expenses resulting from the foregoing defaults or the exercise of Lessor's
remedies, including placing any Equipment in the condition required by
Section 17 hereof;
No remedy is exclusive, but each shall be cumulative and in addition to any other remedy
referred to above or otherwise available to Lessor at law or in equity. Any repossession or
subsequent sale or lease by Lessor of any item of Equipment shall not bar an action for a
deficiency as herein provided, and the bringing of any action or the entry of judgment against the
Lessee shall not bar the Lessor's right to repossess any or all items of Equipment. No express or
implied waiver by Lessor of any default shall constitute a waiver of any other default by Lessee
or a waiver of any of Lessor's rights. To the extent permitted by applicable law, Lessee hereby
waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to
sell, lease, or otherwise use any Equipment in mitigation of Lessor's damages as set forth in this
Section 14 or which may otherwise limit or modify any of Lessor's rights or remedies under this
Section 14.
15.) Assignment. Lessee shall not assign, pledge, or hypothecate this Agreement in
whole or in part, or any interest herein, nor shall Lessee sublet or lend any item of the
Equipment, without the prior written consent of Lessor. Lessee's interest herein may not be
assigned or transferred by merger, operation oflaw, or otherwise. Any change in the ownership
of Lessee so that the person(s) owning a majority of Lessee as of the date hereof cease to own a
majority of Lessee after such event, whether in one or a series of transactions, shall constitute a
prohibited assignment of this Agreement by Lessee, unless Lessor consents to such transaction in
writing in advance. Consent to any of the foregoing shall not be deemed to be consent to any
subsequent similar act. Lessor may assign this Agreement or mortgage the Equipment or both in
whole or in part, without notice to Lessee. If Lessee is given notice of such assignment, it shall
acknowledge receipt thereof in writing. Each such assignee or mortgagee shall have all of the
rights, but none of the obligations, of Lessor under this Lease. Lessee shall not assert against
assignee and/or mortgagee any defense, counterclaim, or offset that Lessee may have against
Lessor. Notwithstanding any such assignment, Lessor warrants that Lessee shall quietly enjoy
use of the Equipment subject to the terms and conditions of this Lease. Subject to the foregoing,
6.

this Lease inures to the benefit of and is binding upon the heirs, personal representatives, and
permitted successors and assigns of the parties hereto.
16.) Ownership. The Equipment is and shall at all times remain the sole and exclusive
property of Lessor. Lessee shall have no right, title, or interest therein or thereto except as
expressly set forth in this Lease. The Equipment shall remain personal properly regardless of
whether it becomes affixed or attached to real property, or permanently rests upon any real
property or any improvement thereon. Lessee agrees to execute all such agreements and other
documents, and to obtain the execution thereof, in recordable form, by all parties having an
interest in any real property to which any of the Equipment is affixed, as Lessor may, from time
to time, reasonably request, with respect to the identity of the Equipment as personal property,
and Lessee further consents to the recordation of all such agreements and documents.
17.) Surrender. Upon the expiration or other termination of this Lease in respect of
any unit of Equipment, whether by passage of time or otherwise, Lessee shall surrender and
return possession of such Equipment to Lessor, free of all advertising and insignia placed thereon
by Lessee, and in good condition, repair, and working order, ordinary wear and tear resulting
from proper use thereof excepted, unless Lessee exercises its option to purchase the Equipment
pursuant to Section 5 above. Lessee shall have the duty, and Lessor shall have the right, to
remove the Equipment from the premises whereon the same is located, whether or not affixed or
attached to the realty or any building, at the sole risk, cost and expense of Lessee. The Lessor
shall not be liable for any damage caused to the realty or any building by the removal of the
Equipment. Equipment returned to the Lessor shall be properly prepared for shipment and shall
be shipped in accordance with Lessor's instructions, at Lessee's expense and with insurance and
freight charges prepaid by Lessee to a point designated by Lessor.
18.) Offset. Lessee hereby waives any and all existing and future claims and offsets,
against any rent or other payments due hereunder, and agrees to pay the rent and other amounts
hereunder regardless of any offset or claim which may be asserted by Lessee or on its behalf.
Lessee hereby further acknowledges that the manufacturer or vendor of the Equipment, including
their agents and employees, were at no time and are not now the agent or under the supervision
of the Lessor, nor was or is the Lessor in any manner, the agent of the manufacturer or vendor.
19.) Non-Waiver. No waiver of any Lessee's obligations, conditions, or covenants
shall be deemed to take place except such waiver that may be in writing and signed by Lessor.
Failure to exercise such remedies which Lessor may have hereunder or any other acquiescence in
the default of Lessee by Lessor shall not constitute a waiver of any obligation of Lessee,
including if applicable the obligation in which Lessee is in default, and Lessor shall be entitled to
pursue any remedy available to it hereunder or at law or equity until Lessee has rendered
complete performance of all obligations hereunder.
20.) Notice. All notices required or permitted under this Agreement shall be sufficient
if delivered personally or mailed to the party at the address set forth below after its signature, or
at such other address as either party may designate in writing from time to time. Any such notice
shall be effective when delivered, or three (3) days after it has been deposited in the United States
mail, duly addressed and postage prepaid.
7.

21.) Governing Law; Jurisdiction; Venue; Waiver of Jwy Trial. This Agreement shall
be governed by and construed in accordance with the laws of the State of Minnesota, excluding
such jurisdiction's laws regarding choice and conflicts of loss. The sole forum for litigation
arising under this Agreement shall be the state or federal courts of Minnesota. Those actions
shall be exclusively venued either in the District Courts of Minnesota, County of Ramsey, or the
United States District Court for the District of Minnesota, and each party hereto consents to the
personal jurisdiction and venue of such courts. EACH PARTY WAIVES ANY 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 preceding.
22.) Costs of Enforcement. Lessee agrees that it shall be responsible for and shall
promptly pay, upon demand, all costs and expenses incurred by Lessor, including, but not limited
to, reasonable attorneys' fees and court costs, in collecting any rental payments or other amounts
owed by Lessee under this Agreement and in enforcing any other rights of Lessor or any other
obligations of Lessee under this Agreement.
23.) Miscellaneous. Time is of the essence in this Lease. If there should be more than
one party executing this Agreement as Lessee, all obligations hereunder to be performed by
Lessee shall be the joint and several liability of all such parties. Wherever the context permits,
the Lessee's representations, warranties, and covenants hereunder shall survive the delivery and
return of the Equipment leased hereunder. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective, to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, Lessee hereby waives any provision oflaw which
renders any provision hereof prohibited or unenforceable in any respect. No term or provision of
this Agreement may be changed, waived, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which the enforcement of the change, waiver,
discharge, or termination is sought. The captions in this Agreement are for convenience of
reference only and shall not define or limit any of the terms or provisions hereof. As used
herein, the term "Lease" shall include all exhibits and schedules related thereto. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one agreement.
8.

IF LESSEE IS OTHER THAN AN INDIVIDUAL, EACH INDIVIDUAL OWNER OF
LESSEE MUST EXECUTE AND DELIVER TO LESSOR A GUARANTY IN THE FORM OF
EXHIBIT A ATTACHED HERETO.
LESSOR:
Provision Security Solutions, LLC
By: ______________________ _
Name: ---------------------
Title: __________________ _
Address: 12181 Margo Ave South
Suite 101
Hastings, MN 55033
1243061.2
9.
LESSEE:
By: ___________________ _
Name: ------------------
Title: ____________________ _
Address: __________ _

Lessee leases the following Equipment:
Initial rental payment (due upon execution)
SCHEDULE 1
TO
EQUIPMENT LEASE AGREEMENT
Monthly rental payments: $_-----
Total number of monthly rental payments: 60
Total monthly rental payments:
TOTAL RENTAL PAYMENTS:
1243061.2

EXHIBIT A
AGREEMENT OF UNCONDITIONAL PERSONAL GUARANTY
THIS GUARANTY is made by the undersigned in favor of Provision Security Solutions, LLC, a
Minnesota limited liability company ("PSS"), in consideration of the making of, and to induce
PSS to enter into, that certain Equipment Lease Agreement ("Lease") dated ,20_,
between PSS, as lessor, and , a ("Lessee"),ofwhich
each of the undersigned is a owner.
The undersigned (if more than one, thenjointly and severally), as a direct and primary
obligation, hereby unconditionally guaranty(s) to PSS and any assignee ofPSS with respect to
the Lease (PSS and any such assignee are hereinafter each called "Holder") the full and prompt
payment and performance of all rents, covenants and agreements of Lessee under the Lease. The
undersigned promises to pay all of Holder's expenses, including, but not limited to, reasonable
attorneys' fees and court costs, incurred in enforcing any obligations of Lessee under the Lease
or in enforcing this Guaranty.
The undersigned waive(s) diligence, right of set-off, presentment, protest, notice of dishonest,
demand for payment, notice of acceptance ofthis Guaranty, notice of nonpayment at maturity,
and all other notices of any nature to which the undersigned might otherwise be entitled in
connection with this Guaranty. The undersigned further agree(s) that without notice to anyone
or more of them, Holder may change the manner or terms of payment of any monies due under
the Lease; grant to Lessee extensions or renewals of any such indebtedness or part of any
indebtedness upon such terms and conditions as Holder may deem acceptable; release one or
more parties or agree not to sue them; or modify or change any term of the Lease; and this
Guaranty shall extend to and cover such changed, renewed or extended indebtedness or terms
without regard to the number of times the same may have been changed, renewed or extended,
and without release of any of the undersigned or other effect on this Guaranty. In case of default
in the payment of any such indebtedness when due, Holder may enforce this Guaranty against
the undersigned, or anyone of them, without first resorting to any other claim or remedy,
including, without limitation, having recourse to or making demand upon Lessee, obtaining
possession ofthe Equipment described in the Lease, or resorting to any security, liens or
collateral or other rights or remedies pertaining to such default. The undersigned specifically
waives the right to claim as against Holder the defense of impairment of collateral. Accounts
settled or stated between the Holder and Lessee shall bind the undersigned.
The undersigneds' joint and several obligations under this Guaranty shall not be discharged,
impaired or affected by any action or omission of Holder, or anything which might otherwise act
as a legal or equitable discharge of any of the undersigned. Holder may transfer, discount or
assign any or all of said rights as are granted to Holder by this Guaranty. This Guaranty shall
inure to the benefit of Holder's successors, assigns and legal representatives, and shall bind the
respective heirs, administrators, representatives, successors and assignees of the undersigned.

IN WITNESS WHEREOF, the undersigned has(ve) executed this Guaranty effective as of the
__ day 20_,
INDIVIDUAL GUARANTOR
INDIVIDUAL GUARANTOR
INDIVIDUAL GUARANTOR
1243061.2
Witness
Witness

FDD
EXHIBIT J
PROVISION SECURITY SOLUTIONS, LLC AGREEMENT

SERVICES AGREEMENT
THIS 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 ad(jress: ________________________ _
1. Services:
a. Website 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 on and via the global computer communications network
("Internet") as specified herein ("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. Checkin Software Installation and Support. ProVision agrees to install the Checkin
Software on Customer's Equipment (defined in Section 3.d.) for access control and to
provide remote support of the Checkin Software ("Checkin Installation and Support
Services" or "Checkin I&S Services"). The Checkin I&S Services may include the
periodic upgrading of the Checkin Software with newer versions or releases. All support
for the Checkin Software is provided remotely. Upgrades, updates or other changes to
the Checkin 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 Checkin 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 security
monitoring services ("Security Monitoring Services") if, and only if, Customer purchases
all security eqUipment through ProVision pursuant to a separate purchase order and
ProVision installs, or arranges for the installation of, 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 cameras or
the monitoring of closed circuit televisions (CCTVs). 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, Checkin 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) 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.
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e. ProVision Materia/s. 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 Checkin 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").
f. 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 at the above-referenced address to install and configure all Equipment and
any ProVision Materials necessary for ProVision to perform the Services.
c. License of ProVision Materia/s. 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 copy and use the ProVision Materials, solely in connection
with the operation of the Anytime Fitness facility identified at the above referenced
address and in connection with the Site for Customer's internal business purposes.
d. ProVision Proprietary Rights. ProVision shall retain all right, title and interest
(including copyright and other proprietary or intellectual property rights) in the ProVision
Materials 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 protectable elements or derivative works thereof.
Upon any termination or expiration of this Agreement, Customer shall return all
ProVision Materials to ProVision and erase and remove all copies of all ProVision
Materials from any computer equipment and media in Customer's possession, custody or
control.
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)
maintain independent archival and backup copies of the Site and all Customer Content;
(iii) ensure the security, confidentiality and integrity of all Customer Content
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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. 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, local area network servers, virus software,
firewalls, or other equipment (collectively "Equipment").
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 license hereunder at
Section 2(c) the amounts set forth below. ProVision expressly reserves the right to
change its rates charged hereunder for the Services at any time, upon thirty (30) days
notice to Customer.
User License Fee for ProVision Materials and Checkin I&S Services = $89.00
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Hosting Services Fee = $19.99
Monitoring Services Fee (if applicable) = No charge.
ProVision will not provide Security Monitoring Services for any security system
purchased from or installed by a third party.
b. Invoices. Customer will be invoiced on a monthly basis in advance for Services to be
provided for such month. 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") that Customer was required to established 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 in the 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.
S. 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 Sea),
PROVISION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR
FITNESS FOR A PARTICULAR PURPOSE, CONCERNING ANY SUBJECT MATTER OF THIS
AGREEMENT.
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6. Limitation of Liability
EXCLUSIVE OF LIABILITY UNDER SECTION 7 (INDEMNIFICATION), IN NO EVENT SHALL
HOST BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING 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.
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 trade secrets.
8. Term and Termination
a. Term. The term of this Agreement shall commence on the Effective Date and shall
continue thereafter for one (1) year, unless sooner terminated by either party. This
Agreement shall renew automatically for successive one (1) year terms unless
terminated by either party with thirty (30) days of the expiration of the prior term.
b. Termination. This Agreement may be terminated: (i) by Customer upon sixty (60)
days written notice to ProVision; (ii) 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 upon
written notice to Customer; or (iii) 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.
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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.
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 l(f), 2(a), 2(d), 3, 4, S(b), S(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.
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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: _____________ _
1243386.2
7
Date: _____________ __

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 or grant (or
sooner if required by applicable state law).
Maryland, New York and Rhode Island require that we give you this Disclosure
Document at the earlier of the first personal meeting or 10 business days before the
execution of the franchise or other agreement or the payment of any consideration that
relates to the franchise relationship.
Michigan and Washington require that we give 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, 12181 Margo Avenue South, Hastings,
Minnesota 55033. Its telephone number is 651-438-5000.
ISSUANCE DATE: March 26, 2009, as amended December 14,2009.
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 26,
2009, as amended December 14,2009 (see Exhibit A for state specific effective and amendment
dates). This Franchise Disclosure Document included the following Exhibits: A) List of State
Agencies and Agents for Service of Process and State Specific Effective Dates (if applicable);
B) Table of Contents of Operations Manual; C) List of Franchisees; D) Financial Statements;
E) Franchise Agreement, Guaranty, General Release and State Specific Addenda to Franchise
Agreement; F) Area Development Agreement, Guaranty and State Specific Addenda to Area
Development Agreement; G) State Specific Addenda to Franchise Disclosure Document;
FDD

H) Financing Consultant Agreement; I) Financing Docwnents; and J) Provision Security
Solutions, LLC Agreement.
Please indicate the date on which you received this Disclosure Docwnent, 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 12181 Margo Avenue South, Hastings,
Minnesota 55033. The second copy of the Receipt is for your records.
Date Disclosure Docwnent Received:
Date Receipt Signed:
FDD
Prospective Franchisee's Signature
Print Name

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 or grant (or
sooner if required by applicable state law).
Maryland, New York and Rhode Island require that we give you this Disclosure
Document at the earlier of the first personal meeting or 10 business days before the
execution of the franchise or other agreement or the payment of any consideration that
relates to the franchise relationship.
Michigan and Washington require that we give 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, 12181 Margo A venue South, Hastings,
Minnesota 55033. Its telephone number is 651-438-5000.
ISSUANCE DATE: March 26, 2009, as amended December 14,2009.
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 26,
2009, as amended December 14,2009 (see Exhibit A for state specific effective and amendment
dates). This Franchise Disclosure Document included the following Exhibits: A) List of State
Agencies and Agents for Service of Process and State Specific Effective Dates (if applicable);
B) Table of Contents of Operations Manual; C) List of Franchisees; D) Financial Statements;
E) Franchise Agreement, Guaranty, General Release and State Specific Addenda to Franchise
Agreement; F) Area Development Agreement, Guaranty and State Specific Addenda to Area
Development Agreement; G) State Specific Addenda to Franchise Disclosure Document;
FDD

H) Financing Consultant Agreement; I) Financing Documents; and J) Provision Security
Solutions, LLC 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 12181 Margo Avenue South, Hastings,
Minnesota 55033. The second copy of the Receipt is for your records.
Date Disclosure Document Received:
Date Receipt Signed:
FDD
Prospective Franchisee's Signature
Print Name
Address: _________________ _