ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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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
Page 1 and 2: ANYTIME FITNESS FRANCHISE DISCLOSUR
Page 3 and 4: ANYTIME FITNESS, LLC FRANCmSE DISCL
Page 5 and 6: operations and licenses. Many state
Page 7 and 8: 1. Anytime Fitness, Inc. v. Reserve
Page 9 and 10: If you are an existing franchisee t
Page 11 and 12: Type of Fee (Note 1) Amount (Note 2
Page 13 and 14: AMOUNT TYPE OF ANYTIME METHOD TO WH
Page 15 and 16: (7) We require you have an automate
Page 17 and 18: We may negotiate preferred vendor c
Page 19 and 20: Section in Franchise Section in Dev
Page 21 and 22: Under the personal guaranty, which
Page 23 and 24: $150,000 per location. Gaia will ty
Page 25 and 26: ITEM 11. FRANCmSOR'S ASSISTANCE, AD
Page 27 and 28: Name Subjects Taught Background Deb
Page 29 and 30: the initial training, will provide
Page 31: services to the fund. We will not s
Page 35 and 36: Provision b. Renewal or extension o
Page 37 and 38: Section in Franchise or Provision O
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Page 41 and 42: ACCOUNTANT HAS AUDITED THESE FIGURE
Page 43 and 44: the third (800 members) column. Bec
Page 45 and 46: State Year Number of Transfers 2006
Page 47 and 48: Reacquired Ceased Outlets by the Op
Page 49 and 50: Outlets Outlets at Reacquired Outle
Page 51 and 52: Name l City and State Telephone Num
Page 53 and 54: Name l City and State Telephone Num
Page 55 and 56: FDD EXHIBIT A LIST OF STATE AGENCIE
Page 57 and 58: Virginia State Corporation Commissi
Page 59 and 60: FDD EXHIBITB TABLE OF CONTENTS OF O
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Page 63 and 64: FDD EXHIBITC LIST OF FRANCmSEES AS
Page 65 and 66: Name Scott & Shelby Mitteer Shane M
Page 67 and 68: Name Address Telephone GymDay Corp.
Page 69 and 70: Name Address Telephone Full of Life
Page 71 and 72: Name Address Telephone Colorado 534
Page 73 and 74: Name Address Telephone Good Life Ve
Page 75: Name Address Telephone H-I02 Inc. 1
Page 78 and 79: Name Address Telephone Chris Naples
Page 80 and 81: 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
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1. Effective Date: ________ _ FRANC
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PERSONAL GUARANTY AND AGREEMENT TO
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STATE SPECIFIC ADDENDUM TO FRANCHIS
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IN WITNESS WHEREOF, the undersigned
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STATE SPECIFIC ADDENDUM AS REQUIRED
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ADA 12/09 AREA DEVELOPMENT AGREEMEN
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ANYTIME FITNESS® AREA DEVELOPMENT
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provided, however, that you will no
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1. Effective Date: _______ _ AREA D
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PERSONAL GUARANTY AND AGREEMENT TO
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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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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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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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