ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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