ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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
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