ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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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
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ANYTIME FITNESS FRANCHISE DISCLOSUR
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ANYTIME FITNESS, LLC FRANCmSE DISCL
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operations and licenses. Many state
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1. Anytime Fitness, Inc. v. Reserve
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If you are an existing franchisee t
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Type of Fee (Note 1) Amount (Note 2
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AMOUNT TYPE OF ANYTIME METHOD TO WH
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(7) We require you have an automate
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We may negotiate preferred vendor c
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Section in Franchise Section in Dev
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Under the personal guaranty, which
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$150,000 per location. Gaia will ty
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ITEM 11. FRANCmSOR'S ASSISTANCE, AD
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Name Subjects Taught Background Deb
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the initial training, will provide
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services to the fund. We will not s
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ITEM 13. TRADEMARKS The Franchise A
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Provision b. Renewal or extension o
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Section in Franchise or Provision O
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Section in Franchise or Provision O
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ACCOUNTANT HAS AUDITED THESE FIGURE
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the third (800 members) column. Bec
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State Year Number of Transfers 2006
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Reacquired Ceased Outlets by the Op
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Outlets Outlets at Reacquired Outle
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Name l City and State Telephone Num
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Name l City and State Telephone Num
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FDD EXHIBIT A LIST OF STATE AGENCIE
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Virginia State Corporation Commissi
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FDD EXHIBITB TABLE OF CONTENTS OF O
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150 -151 152 153 153 154 -160 161 -
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FDD EXHIBITC LIST OF FRANCmSEES AS
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Name Scott & Shelby Mitteer Shane M
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Name Address Telephone GymDay Corp.
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Name Address Telephone Full of Life
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Name Address Telephone Colorado 534
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Name Address Telephone Good Life Ve
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Name Address Telephone H-I02 Inc. 1
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Name Address Telephone Chris Naples
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Name Address Telephone Bill Taylor
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Name Address Telephone Make It Happ
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Name Address Telephone Joe Koeppl 1
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Name Address Telephone Temple Keepe
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Name Address Telephone 7350 West St
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Name Address Telephone 24 Fitness,
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Name Address Telephone Dana Cates H
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Name Address Telephone Metairie Fit
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Name Address Telephone Ultimate Sec
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Name Address Telephone NK Fitness,
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Name Address Telephone FIF, Inc. 65
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Name Address Telephone J Abernethy,
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Name Address Telephone Kenneth & Kr
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Name Miranda Hills Miranda Hills Mi
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Name Address Telephone Kenny Stubbl
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Name Address Telephone West-Am Fitn
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Name Address Telephone 24 Fitness,
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Name Address Telephone Clifford Pie
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Name Address Telephone Rick Whittin
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Name Address Telephone Effects Pers
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Name Address Telepbone RL W Enterpr
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Name Address Telephone Silent Owl,
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Name Address Telephone 2101 Broadwa
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Name Address Telephone Dennis Rudni
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Name Address Telephone Fitness 180,
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Name Address Telephone 1604 N Calab
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Name Address Telephone Jerry Greger
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Name Address Telephone CM Fitness,
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Name Address Telephone Erik Recende
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Name Address Telephone Helen Wada 1
Page 142: Name Address Telephone Scott Schimm
Page 145 and 146: FDD EXHIBITD FINANCIAL STATEMENTS
Page 147 and 148: ANYTIME FITNESS, INC. FINANCIAL STA
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Page 156 and 157: ANYTIME FITNESS, INC. STATEMENT OF
Page 158 and 159: ANYTIME FITNESS, INC. NOTES TO FINA
Page 166 and 167: ANYTllvIE FITNESS, INC. FINANCIAL S
Page 173: SUPPLEMENTAL DISCLOSURES OF CASH FL
Page 182 and 183: FA 12/09 FRANCHISE AGREEMENT ANYTIM
Page 184 and 185: ANYTIME FITNESS FRANCHISE AGREEMENT
Page 186 and 187: fees and a modification to the Prot
Page 188 and 189: 5. MONTHLY FEE A. Monthly Fee. You
Page 190 and 191: 1. We will have ten (10) business d
Page 194 and 195: 1. You acknowledge that the mandato
Page 196 and 197: You will also allow us to visit you
Page 198 and 199: insurance program and waive any cla
Page 200 and 201: 7. prior to the date of the propose
Page 202 and 203: C. Applicable Law. If the provision
Page 204 and 205: 17. YOUR COVENANTS NOT TO COMPETE A
Page 206 and 207: arbitration proceeding brought agai
Page 208 and 209: provisions relating to assignment.
Page 210 and 211: L. Patriot Act. You represent and w
Page 212 and 213: 1. Effective Date: ________ _ FRANC
Page 214 and 215: PERSONAL GUARANTY AND AGREEMENT TO
Page 216 and 217: STATE SPECIFIC ADDENDUM TO FRANCHIS
Page 222 and 223: IN WITNESS WHEREOF, the undersigned
Page 226 and 227: STATE SPECIFIC ADDENDUM AS REQUIRED
Page 230 and 231: ADA 12/09 AREA DEVELOPMENT AGREEMEN
Page 232 and 233: ANYTIME FITNESS® AREA DEVELOPMENT
Page 234 and 235: provided, however, that you will no
Page 236 and 237: 1. Effective Date: _______ _ AREA D
Page 238 and 239: PERSONAL GUARANTY AND AGREEMENT TO
Page 240 and 241: STATE SPECIFIC ADDENDUM TO DEVELOPM
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STATE SPECIFIC ADDENDUM TO DEVELOPM
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FDD EXHIBITG STATE SPECIFIC ADDENDA
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5. The Franchise Agreement contains
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TOGETHER WITH A COPY OF ALL PROPOSE
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STATE SPECIFIC ADDENDUM AS REQUIRED
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exercising a right of first refusal
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6. The following is added in Item 1
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Financing Consultant Agreement You,
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FDD EXHffiITI-l US BANK FINANCE DOC
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FDD AMERIFUND FINANCE DOCUMENTS
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SCBEDULE"A" COLLATERAL For the Fina
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FDD ExmBIT 1-3-2
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REQUEST FOR DRIVER'S LICENSE Please
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FDD EXHIBIT 1-3-3
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(9) Lessee shall have no remedy for
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Purchase Option Lease #: _____ _ Fo
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FDD EXHIBIT 1-4 KLC FINANCIAL, INC.
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GAIA Leasing LLC 50 South Sixth Str
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11. Location, Ownership and Use The
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(b) The failure of Lessee to perfor
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EXHIBIT A EARLY TERMINATION SCHEDUL
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FDD EXHIBIT 1-6 LIFE FITNESS FINANC
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Re: "Obligor" Personal Guaranty To
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EQUIPMENT LEASE AGREEMENT THIS AGRE
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and Lessor. At Lessor's option, all
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(b) Lessee shall fail to make any o
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this Lease inures to the benefit of
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IF LESSEE IS OTHER THAN AN INDIVIDU
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EXHIBIT A AGREEMENT OF UNCONDITIONA
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FDD EXHIBIT J PROVISION SECURITY SO
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e. ProVision Materia/s. In connecti
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Hosting Services Fee = $19.99 Monit
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9. General a. Independent Contracto
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ITEM 23. RECEIPT This Disclosure Do
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ITEM 23. RECEIPT This Disclosure Do
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