ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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STATE SPECIFIC ADDENDUM AS REQUIRED BY THE NORTH DAKOTA <strong>FRANCHISE</strong> 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 <strong>FRANCHISE</strong> 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
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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
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Name Address Telephone Scott Schimm
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FDD EXHIBITD FINANCIAL STATEMENTS
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ANYTIME FITNESS, INC. FINANCIAL STA
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- This page intentionally left blan
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ANYTIME FITNESS, INC. STATEMENT OF
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ANYTIME FITNESS, INC. NOTES TO FINA
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ANYTllvIE FITNESS, INC. FINANCIAL S
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SUPPLEMENTAL DISCLOSURES OF CASH FL
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FA 12/09 FRANCHISE AGREEMENT ANYTIM
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ANYTIME FITNESS FRANCHISE AGREEMENT
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fees and a modification to the Prot
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5. MONTHLY FEE A. Monthly Fee. You
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1. We will have ten (10) business d
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containing such Marks as we designa
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1. You acknowledge that the mandato
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You will also allow us to visit you
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insurance program and waive any cla
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7. prior to the date of the propose
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C. Applicable Law. If the provision
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17. YOUR COVENANTS NOT TO COMPETE A
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arbitration proceeding brought agai
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provisions relating to assignment.
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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
Page 248 and 249: FDD EXHIBITG STATE SPECIFIC ADDENDA
Page 250 and 251: 5. The Franchise Agreement contains
Page 252 and 253: TOGETHER WITH A COPY OF ALL PROPOSE
Page 256 and 257: exercising a right of first refusal
Page 260 and 261: 6. The following is added in Item 1
Page 268 and 269: Financing Consultant Agreement You,
Page 270: FDD EXHffiITI-l US BANK FINANCE DOC
Page 279 and 280: FDD AMERIFUND FINANCE DOCUMENTS
Page 286 and 287: SCBEDULE"A" COLLATERAL For the Fina
Page 290: FDD ExmBIT 1-3-2
Page 298 and 299: REQUEST FOR DRIVER'S LICENSE Please
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Page 302 and 303: (9) Lessee shall have no remedy for
Page 306: 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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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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