AKT - 2018-07-03 - FDD - Xponential Fitness

F-8674
STATE OF MINNESOTA
DEPARTMENT OF COMMERCE
REGISTRATION DIVISION
(651) 539-1631
IN THE MATTER OF THE REGISTRATION OF:

AKT F/A
By AKT FRANCHISE, LLC
ORDER OF
REGISTRATION
WHEREAS, an a p p l i c a t i o n has been f i l e d p u r s u a n t t o Minn.

S t a t . S80C.04; and
WHEREAS, t h e a p p l i c a n t has c o m p l i e d w i t h t h e r e q u i r e m e n t s
of r e g i s t r a t i o n ,
NOW, THEREFORE, I T I S ORDERED, t h a t t h e r e g i s t r a t i o n be
d e c l a r e d e f f e c t i v e as o f t h e date s e t f o r t h below.
(y^^
^-%rvY^>nr\
JESSICA LOOMAN
Commissioner
Department o f Commerce
85 7 t h Place East, S u i t e 280
St Paul, MN 55101
Date: October 2, 2018
dlw
v.
UNIFORM FRANCHISE REGISTRATION APPLICATION
File No. NÂ f ' ^

(Insert file number of immediately
preceding filing of Applicant)
State of Minnesota
State: State of Minnesota Fee: $400 Dept of Comme,
JUL 17
APPLICATION FOR (Check only one): R e c . d $
X INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES
RENEWAL APPLICATION OR ANNUAL REPORT
PRE-EFFECTIVE AMENDMENT
POST-EFFECTIVE MATERIAL AMENDMENT
1. Full legal name of Franchisor: AKT Franchise, LLC
2. Name of the franchise offering: AKT
3. Franchisor's principal business address:
3185 Pullman Street

Costa Mesa, CA 92626
4. Name and address of Franchisor's agent in this State authorized to receive service of
process:
Minnesota Department of Commerce

th
85 7 Place East, Suite 500
St. Paul,MN 55101-2198
5. The states in which this application is or will be shortly on file:
California, Florida, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota,

Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah,
Virginia, Washington, and Wisconsin.
Form A (cont'd) - Uniform Franchise Registration Application Page 2
6. Name, address, telephone and facsimile numbers, and e-mail address of person to
whom communications regarding this application should be directed:
Lane Fisher, Esq.

Fisher Zucker, LLC
st
21 South 21 Street
Philadelphia, PA 19103
Telephone: (215)825-3100
Facsimile No: (215) 825-3101
Email: [email protected]; bgraefef^fisherzucker.com
We respectfully request that all correspondence be submitted via mail and email.
Certification
I certify and swear under penalty of law that I have read and know the contents of this application,
including the Franchise Disclosure Document with an issuance date of O p K j 3 , 7!6\P> ,
attached as an exhibit, and that all material facts stated in all those documents are accurate and those
documents do not contain any material omissions. I further certify that I am duly authorized to make
this certification on behalf ofthe Franchisor and that I do so upon my personal knowledge.
Signed at \YV\\\t, Cl\ . Jukj % , 2oJ^
Franchisor:
AKT FRANCHISE. LLC
Name: Melissa Chordock
Title: President
CERTIFICATION PAGE
I certify under penalty of law that I have read this application and the exhibits attached hereto and
incorporated herein by reference, and know the contents thereof and that the statements therein are true and
correct.
Executed on Juki 2 -,20 V
AKT FRANCHISE, LLC
STATE OF
ss.
COUNTY
Personally appearect^feefbre me this day of , 20 , the above-named, Melissa

Chordock, to me known to be thejpmr%on who executed the foregoing application (as President the above-
named applicant) and being first dulySwcqm, stated upon oath that said application, and all exhibits
submitted herewith, are true and correct.
(Notary's Seal)
Notary
Notarial
Acknowledgment • /
Attached y /
T
ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Orange }
On ^ a u 3 2 ^ ZQl% before me, Judi Lowenthal, Notary Public

* (Here insert name and title of the officer)
personally appeared 'ÊLjSSfi CsM0/?X>0£.k

who proved to me on the basis of satisfactory evidence to be the person(sf) whose
namefsf is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/thetrauthorized capacity(ie©) and that by (
hie/her/their signatureôn the instrument the person(8% or the entity upon behalf of
which the person(9) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
JUDI LOWENTHAL"1
WITNESS my hand and official seal.
i^l%L,%%Lg
^\^Jas,M,,t
%w
No^ry Public Sftjnature (Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM

litis form complies with ctorent California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT
if needed, should be completed and attached to the document. Acknohvedgents from
other states may be completedfor documents being sent to that state so long as the
wording does not require the California notary to violate California notary law.
(Tide or description of attached document) State and County information must be the State and County where the document
signers) personally appeared before the notary public for acknowledgment.
Date of notarization must be the date that the signer(s) personally appeared which
(Title or description of attached document continued) must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages Document Date commission followed by a comma and then your title (notary public).
Print the name(s) of document signers) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/she/theyr is /are ) or circling the correct forms. Failure to correctly indicate this
• Individual (s) information may lead to rejection of document recording.
• Corporate Officer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a
(Titli) sufficient area permits, otherwise complete a different acknowledgment form.
Signature of the notary public must match the signature on file with the office of
• Partner(s) the county clerk.
• Attorney-in-Fact • Additional information is not required but could help to ensure this
• Trustee(s) acknowledgment is not misused or attached to a different document.
• Other • Indicate title or type of attached document, number of pages and date.
• Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
2015 Version www.NotaryClasses.com 300-873-9865 Securely attach this document to the signed document with a staple.
A n g u i , Flora ( C O M M )
From: Angui, Flora (COMM)

Sent: Monday, September 17, 2018 12:55 PM
To: Lane Fisher
Cc: William Graefe
Subject: F-8674, AKT Franchise, LLC
Dear Mr. Fisher:
The initial franchise registration application for the above-referenced applicant has been examined. Please correct or
otherwise address the following deficiencies:
• Item 6: the AKT University Tuition listed in the Amount column does not agree with the disclosure in Item 11.
Please revise.
In responding to the above deficiencies, submit only the marked pages (one set). Do not send entire clean copies. If
additional changes have been requested by other states, please include only the pages showing those changes also.
The Commissioner may withdraw an application in which no activity has occurred for 120 days (Minnesota Statutes,
Section 80C.05, subd.4). If an Order of Withdrawal is issued, the franchisor must reapply with a new application.
Sincerely,
Flora Angui
Commerce Analyst 2
651-539-1631
mn.gov/commerce
m
85 7th Place East, Suite 280 | Saint Paul, MN 55101
m COMMERCE
I U DEPARTMENT
CONFIDENTIALITY NOTICE: This message is intended only for the use ofthe individuals) named above. Information in
this e-mail or any attachment may be confidential or otherwise protected from disclosure by state or federal law. Any
unauthorized use, dissemination, or copying ofthis message is prohibited. Ifyou are not the intended recipient, please
refrain from reading this e-mail or any attachments and notify the sender immediately. Please destroy all copies ofthis
communication.
A n g u i , Flora ( C O M M )
From: Benjamin Staplin <[email protected]>

Sent: Tuesday, September 25, 2018 8:44 AM
To: Angui, Flora (COMM)
Subject: RE: F-8674, AKT Franchise, LLC
Hello Flora,
Thank you for the email below regarding the initial registration application for AKT Franchise, LLC. I have reviewed Item
6 and Item 11, and it appears that both locations.disclose an AKT University Tuition Fee of: (I) $1,500 retained by the
Franchisor, and (ii) $1,499 remitted to the franchisee where the training is provided.
In the "Amount" column in Item 6, it only lists the $1,500 fee because this is the applicable fee that is payable by a
franchisee if they choose to pay for their initial instructors to attend AKT University. This is explained in more detail in
Item 5:
We estimate that you will cover the AKT University Tuition Fee (currently, $1,500) that we charge to provide AKT
University to your initial instructors, so that those instructors can become Authorized AKT Instructors that offer and
provide the Approved Services at your Franchised Business. Prior to opening, we will provide AKT University to at least six
(6) instructors, as you determine appropriate in your discretion, and, ifyou choose to cover the costs for those instructors
to attend AKT University at our affiliate-owned studio, your cost will be between $9,000 (in AKT University Tuition Fees)
and approximately $17,994 (in AKT University Tuition Fees and, if necessary, travel and related expenses
If an instructor wants to attend AKT University after the franchised business is open and operating, and they attend at a
franchised study and incur the cost of $1,499 to the hosting franchisee + $1,500 to the franchisor, this will be an expense
borne by the instructor him or herself, and accordingly is not disclosable in Item 6.
I hope this clarifies our position, and addresses any concerns you have regarding these disclosure. Please let me know if I
can provide any additional explanation to facilitate your review.
Thank you very much for your time and attention to this matter.
Kindly,
Ben Staplin
Benjamin F. Staplin | FISHER ZUCKER LLC

21 South 21st Street | Philadelphia, PA 19103
Tele: 215.825.3107 | Fax: 215.825.3101
bstaplin^fisherzuckerxprn | www.fisherzucker.com
ftFisherZacker
The information contained in this electronic mail transmission is confidential and privileged and may be subject to the attorney-client or work product privileges. It is intended
only for the use of the individual or entity to whom it is addressed. If you have received this communication in error, please notify us immediately by telephone collect, purge
any copies of the transmission stored in any electronic medium, and return any printed copies of the original message to us at the above address by mail. We will reimburse you
for the postage. Thank you.
From: William Graefe

To: Angui, Flora (COMM) <[email protected]>; Lane Fisher <[email protected]>
Cc: Benjamin Staplin <[email protected]>; Jennifer McDonell <[email protected]>
Subject: RE: F-8674, AKT Franchise, LLC
Dear Flora,
We will get on this right away and try to revert back t o m o r r o w with the single change you request below. Much
appreciated for the prompt turn around time.
Best Regards,
Bill Graefe
William R Graefe] FISHER ZUCKER LLC

21 South 2lst Street I Philadelphia, PA 19103
Tele: 215.825.3115 | Fax: 215.825.3101
bgraefeCftfisherzucker.com | www.fisherzucker.com
l',FsiherZucker
The information contained in this electronic mail transmission is confidential and privileged and may be subject to the attorney-client or work.product privileges. It is intended
only for the use of the individual or entity to whom it is addressed. If you have received this communication in error, please notify us immediately by telephone collect, purge
any copies of the transmission stored in any electronic medium, and return any printed copies of the original message to us at the above address by mail. We will reimburse you
for the postage. Thankyou.
From: Angui, Flora (COMM) [mailto:[email protected]

To: Lane Fisher <[email protected]>
Cc: William Graefe <[email protected]>
Subject: F-8674, AKT Franchise, LLC
Dear Mr. Fisher:
The initial franchise registration application for the above-referenced applicant has been examined. Please correct or
otherwise address the following deficiencies:
• Item 6: the AKT University Tuition listed in the Amount column does not agree with the disclosure in Item 1 1 .
Please revise.
In responding to the above deficiencies, submit only the marked pages (one set). Do not send entire clean copies. If
additional changes have been requested by other states, please include only the pages showing those changes also.
The Commissioner may withdraw an application in which no activity has occurred for 120 days (Minnesota Statutes,
Section 80C.05, subd.4). If an Order of Withdrawal is issued, the franchisor must reapply with a new application.
Sincerely,
Flora Angui
Commerce Analyst 2
651-539-1631
mn.gov/commerce
85 7th Place East, Suite 280 | Saint Paul, MN 55101
COMMERCE
DEPARTMENT
CONFIDENTIALITY NOTICE: This message is intended only for the use of the individuals) named above. Information in
this e-mail or any attachment may be confidential or otherwise protected from disclosure by state or federal law. Any
unauthorized use, dissemination, or copying ofthis message is prohibited. Ifyou are not the intended recipient, please
refrain from reading this e-mail or any attachments and notify the sender immediately. Please destroy all copies ofthis
communication.
(fiFisherZucker
BUSINESS LAWYERS
July 16,2018
Via UPS
th
85 7 Place East, Suite 500
St. Paul, MN 55101-2198
Re: AKT Franchise, LLC

Jeffrey Zuckerf
F. Joseph Dunn* Dear Sir or Madam:

David iTAUsman*
Please find enclosed a franchise registration initial application filed on behalf of
Frank A Re?no +
the above-captioned company, which includes the following materials:
WiLliam Graefe, Jr.*
1. Check in the amount of $400.00;
Priya Vimalassery*
Max Stapling 2. Uniform Franchise Registration Application;

jarina Duffy *. \
• \ 3. Franchisor's Costs and Source of Funds;
\ Eli Bensignor* \
1
\ 4. Uniform Franchise Consent to Service of Process;
y Minerva Pirito*
V^memberPAandNlbaVs, . 5. Certification Page;

+member PA. N] and WI bars X.
\ . ^ 6. Consent of Accountant;
7. ~ Franchise Seller Disclosure Form^^;
8. One hard copy of the Franchise Disclosure Document for use in the State
V
of Minnesota; and
\ 9. One CD-ROM containing the complete franchise initial application,

^ including the Franchise Disclosure Document in .pdf format. The
^ - Company .represents and warrants that the information contained on this
CD-ROM is identical to the information set forth on the hard copies
enclosed herewith, and that the FDD files on the CD are text-searchable.
Please be advised that franchisor's fiscal year end is December 31. Please call me
if you have any questions regarding this application. I look forward to receiving
notification of your acceptance.
Very truly yours,
21 S. 21st Street FISHER ZUCKER LLC

P: 215.825.3100
F: 215.825.3101
By JLJ'
811 Church Road Enclosures
Suite 105
Cherry Hill, N] 08002
www.1isherzucker.com
P: 856.665.5253
F: 856.488.2108 A limited liability company formed in the Commonwealth of Pennsylvania
UNIFORM FRANCHISE CONSENT TO SERVICE OF PROCESS
AKT Franchise, LLC, a limited liability company organized under the laws of the State of Delaware
(the "Franchisor"), irrevocably appoints the officers of the States designated below and their
successors in those offices, its attorney in those States for service of notice, process or pleading in an
action or proceeding against it arising out of or in connection with the sale of franchises, or a violation
of the franchise laws of that State, and consents that an action or proceeding against it may be
commenced in a court of competent jurisdiction and proper venue within that State by service of
process upon this officer with the same effect as if the undersigned was organized or created under
the laws of that State and had lawfully been served with process in that State. We have checked
below each state in which this application is or will be shortly on file, and provided a duplicate
original bearing an original signature to each state.
California: Commissioner of the _ Rhode Island: Director,

Department of Business Oversight Department of
Business Regulation
X Hawaii: Commissioner of Securities
. South Dakota: Director of the
X Illinois: Attorney General Division of Securities
X Indiana: Secretary of State _ Virginia: Clerk, Virginia State

Corporation Commission
X Maryland: Securities Commissioner
_ Washington: Director of Financial
X Minnesota: Commissioner of Institutions
Commerce
^Wisconsin: Administrator, Division
X New York: Secretary of State of Securities, Department of
Financial Institutions
North Dakota: Securities
Commissioner
»•
Please mail or send a copy of any notice, process or pleading served under this consent to:
Lane Fisher, Esq.

Fisher Zucker, LLC
21 South 21" Street
Dated : JuKj Z ,20)?

Notary: Franchisor:
Residing in ^^CountyT
Commission Expiry AKT FRANCHISE, LLC
Notarii
Notarial Name: Melissa Chordock
Acknowledgment
Attached ^ Title: President
ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of . Orange }
On O ^ ^ f i L ZO/F before me, Judi Lowenthal, Notary Public

' ~~ (Here insert name and title Sftfieofficer)
personally appeared "ÊL^SSfi CsUM&Ott

who proved to me on the basis of satisfactory evidence to be the personfs) whose
namefsf is/afe subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in hts/her/thetrauthorized capacity(i©&), and that by
hWher/thek signature^ on the instrument the p e r s o n ^ or the entity upon behalf of
which the person(3) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
JUDI LOWENTHAL j -
WITNESS my hand and official seal. , COMM.* 2095215 / n
NOTARY PUBUCCALIFGftNlA U'
\ \ ^£ZW / ORAM* COUNTY "
•f ^ j ^ g y MY CQMM, itt, m n, 2oii f
.
Notary/Public Signa (Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM

This form complies with ctorent California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed, should be completed and attached to the document. Acknohvedgents from
other states may be completedfor documents being sent to that state so long as the
wording does not require the California notary to violate California notary law.
(Title or description of attached document) • State and County information must be the State and County where the document
signers) personally appeared before the notary public for acknowledgment.
1
Date of notarization must be the date that the signer(s) personally appeared which
(Title or description of attached document continued) must also be the same date the acknowledgment is completed.
' The notary public must print his or her name as it appears within his or her
Number of Pages Document Date_ commission followed by a comma and then your title (notary public).
• Print the name(s) of document signers) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER ' Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/she/theyr is /are ) or circling the correctforms.Failure to correctly indicate this
• Individual (s) information may lead to rejection of document recording.
• Corporate Officer ' The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a
. (Titli) sufficient area permits, otherwise complete a different acknowledgment form.
• Partner(s) ' Signature of the notary public must match the signature on file with the office of
the county clerk.
• Attorney-in-Fact • Additional information is not required but could help to ensure this
• Trustee(s) acknowledgment is not misused or attached to a different document.
• Other • Indicate title or type of attached document, number of pages and date.
• Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
2015 Version www.NotaryClasses.cpm 800-873-9865 > Securely attach this document to the signed document with a staple.
FRANCHISOR'S COSTS AND SOURCE OF FUNDS
1. Disclose tbe Franchisor's total costs for performing its pre-opening obligations to provide
goods or services in connection with establishing each franchised business, including real
estate, improvements, equipment, inventory, training and other items stated in the offering:
Category Costs
Real Estate
Improvements
Equipment
Inventory
Training $1,000
Other (describe)
Mapping Software $500
Total: $1,500
2. State separately the sources of all required funds: The source of these funds will be: (i) the Initial Franchise Fee
paid by each franchisee; (ii) the operating cash flow; and (iii) working capital of Franchisor.
T ( 9 4 9 ) 221-4000
0
F (949) 221-4001
MOSSADAMS
2 0 4 0 Main S t r e e t
Suite 9 0 0
Irvine, CA 92614
Acknowledgement of Independent Auditors
We agree to the inclusion in the Franchise Disclosure Document issued by AKT Franchise, LLC
("Franchisor") on or about July 3, 2018 as it may be amended, of our report dated May 31, 2018,
relating to the balance sheet ofthe Franchisor as of March 22, 2018, and the related notes to the
financial statement.
July 3, 2018
Irvine, CA
Asswanne. tax. and consulting nfffirsd shmugti Moss Adams LLP. Invesimwi advisory $,m\sns olfarsd through Mo<.s Adams Wealth Advlstirs LLC. Invesnnem banking afimi through Moss Adams Capital LLC.
FRANCHISE DISCLOSURE DOCUMENT
AKT Franchise, LLC
a Delaware limited liability company
3185 Pullman Street
(949)404-3516
franchisefrt)aktinmotion.corn
www.aktdance.com
AKT Franchise, LLC ("we," "us," or "our") offers for sale a franchise to establish and operate a fitness
studio that offers and provides indoor AKT Classes/instruction and other related exercise classes under the
"AKT" marks ("AKT Studio" or "Studio").
The total investment necessary to begin operations of an AKT Studio franchise ranges from $346,100
to $487,000. This amount includes $174,400 to $240,000 that must be paid to the franchisor or its affiliate
prior to opening.
The total investment necessary to operate multiple AKT Studios under our form of area development
agreement depends on the number of franchises we grant you the right to open, which in all cases with be three
(3) or more. The total investment necessary to enter into a development agreement for the right to develop
three (3) AKT Studios is $421,600 to $562,500 which includes (a) a development fee of $ 125,000 that is paid
to us or our affiliates prior to opening, and (b) the total estimated initial investment to begin operation ofyour
initial AKT Studio (as described above).
This Disclosure Document summarizes certain provisions of your Franchise Agreement and other
information in plain English. Read the disclosure document and all accompanying agreements carefully. You
must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or
make any payments to the Franchisor or an affiliate in connection with the proposed franchise sale. Note,
however, that no government agency has verified the information contained in this document.
You may wish to receive your Disclosure Document in another format that is more convenient for you.
To discuss the availability of disclosures in different formats, contact Melissa Chordock at AKT Franchise,
LLC, 3185 Pullman Street, Costa Mesa, CA 92626, and at (949) 404-3516.
The terms of your contract will govern your franchise relationship. Don't rely on the disclosure
document alone to understand your contract. Read all of your contract carefijlly. Show your contract and this
disclosure document to an advisor, like a lawyer or accountant.
Buying a franchise is a complex investment. The information in this disclosure document can help you
make up your mind. Information about comparisons of franchisors is available. More information on
franchising, such as "A Consumer's Guide to Buying a Franchise." which can help you understand how to use
this Disclosure Document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-
FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also
visit the FTC's home page at www.ftc.gov for additional information. There may also be laws on franchising in
your state. Call your state agency listed on Exhibit B or visit your public library for other sources of information
on franchising.
THE ISSUANCE DATE OF THIS DISCLOSURE DOCUMENT IS: July 3, 2018
©2018 AKT Franchise, LLC

2018 Franchise Disclosure Document
STATECOÊRPACE
Your state may haveafranchise law that ^

admmistrator hefore offermg or sellmgmyour state R E d S T R A T ^ N OF THIS FRANCHISE W t T H A
STATE DOES NOT MEAN THAT THE STATE ^ C O M M E N D S I T O R H A S ^ E R I F I F D T H F
INFORMATION tNTHlS DISCLOSURE DOCUMENT
Call the state franchise admmistratorhsted on E x h i h i t B f o r m f o ^

tranehislng in your state Ifyou leam that anything in this disclosure document is untrue, contact the Federal
TradeCommissionandthestateadministrators listed on E x h i b i t s
MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOL TO RENEW

UNCONDITIONALLY AFTER THE INITIAL TERM EMPIRES Y O U M A Y H A ^ E T O S I O N A N E W
AGREEMENT WITH DIFFERENT T E R M S A N D C O N D I T I O N S I N O R D E R T O C O N T I N U E T O
OPERATE YOUR BUSINESS BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAÊ TO
RENEWYOURFRANCHISE,IFANY,ANDWHATTERMS YOU MIGHT HAÊ TO ACCEPT IN
ORDER TO RENEW
Please consider the tollowing RISKFACTORS hefore you huy this franchisee
1 THE FRANCHISE AGREEMENT ANDDE^BELOPMENTAGREEMENTCONTAIN A

MANDATORY BINDING ARBITRATION CLAUSE GOVERNING NEARLY A L L
DISPUTES BETWEEN YOU A N D U S THEBINDING ARBITRATION(AND ANY
EITIGATION)ANDANY ARBITRATION APPEAL WILL TAKE PLACE fNTHECOUNTY
IN WHICHOURTHENCURRENTHEADÛARTERS ISLOCATED, CURRENTLY,
COSTA MESA, CALIFORNIA^ AND THAT MAY COST YOU MORE (AND BE LESS
CONÊNIENT^ THAN IF THOSE PROCEEDINGS TOOK PLACE NEAR YOL^R
RESIDENCE OR BUSINESS COSTS OF THE ARBITRATION AND ANY ARBITRATION
APPEALMAYBEGREATERTHAN IN LITIGATION YOU AND WE WILL GENERALLY
BEAR EACH OF OUR OWN COSTS IN ANY DISPUTE, BUT THE ARBITRATOR CAN
ASSESS COSTS ^BUTNOTATTORNEY'S FEES) AGAINSTALOSINGPARTY
2 THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT PROVIDE THAT

THE EAWSOFTHESTATEOFCAEIFORNIAGOÊRNTHEAGREEMENTS AND THAT
L A W M A Y N O T PROVIDE YOU WITH THE SAME RIGHTS AND PROTECTIONS AS
YOUR LOCAL LAW YOU MAYWANT TO CONSULT AN ATTORNEY REGARDING
COMPARISON OFTHESE LAWS
3 YOURSPOUSEMUSTSIGNADOGUMENTTHATMAKESYOURSPOUSELIABLEFOR
ALL FINANCIAL OBLIGATIONS UNDER THE FRANCHISE AGREEMENT, EÊN IF
YOUR SPOUSE HAS NO OWNERSHIP INTEREST IN THE FRANCHISE THIS
GUARANTEEWILLPLACEBOTH YOUR A N D Y O U R SPOUSE'S MARITAL AND
PERSONAL ASSETS(PERHAPS INCLUDING YOUR HOUSED A T R I S K IF YOUR
FRANCHISEFA1LS
4 THEFRANCHISORISAT AN EARLYSTAGE OF DEVELOPMENT AND HASALIÎITED

OPERATING HISTORYTHIS FRANCHISE IS E1KELYTOBEARISKIER INVESTMENT
THANAFRANCHISEWITHAEONGER OPERATIONAL HISTORY
5 YOUMUSTMEETAMINIMUMMONTHEYGROSSREÊNUEÛOTAREÛIRLMENT
YOUR1NABILITYTOMEETTH1S REQUIREMENT MAYRESULT IN LOSS O F A N Y
©20t8AKT^^^LLC
Ô^FôîÔôsu^Docuêm
TERRITORIAL RIGHTS YOU ARE GRANTED, TERMINATION OF YOUR FRANCHISE,
AND LOSS OF YOUR INVESTMENT.
6. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our
franchise. A franchise broker or referral source represents us, not you. We pay this person a fee for selling
our franchise or referring you to us. You should make sure to do your own investigation of the franchise.
Effective Date: See the next page for state effective dates.

STATE EFFECTIVE DATES
The following states require that the Franchise Disclosure Documents be registered or filed with the state
or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New
York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.
This Franchise Disclosure Document is registered, on file or exempt from registration in the following
states having franchise registration and disclosure laws, with the following effective dates:
STATE EFFECTIVE DATE

CALIFORNIA PENDING REGISTRATION
FLORIDA PENDING REGISTRATION

HAWAII PENDING REGISTRATION
ILLINOIS PENDING REGISTRATION
INDIANA PENDING REGISTRATION
KENTUCKY PENDING REGISTRATION

MARYLAND PENDING REGISTRATION
MICHIGAN PENDING REGISTRATION
MINNESOTA PENDING REGISTRATION

NEBRASKA PENDING REGISTRATION
NEW YORK PENDING REGISTRATION
NORTH DAKOTA PENDING REGISTRATION
RHODE ISLAND PENDING REGISTRATION
SOUTH DAKOTA PENDING REGISTRATION
TEXAS PENDING REGISTRATION
UTAH PENDING REGISTRATION
VIRGINIA PENDING REGISTRATION

WASHINGTON PENDING REGISTRATION
WISCONSIN PENDING REGISTRATION

T A B L E OF CONTENTS
PAGE
ITEM 1 THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES 2
ITEM 2 BUSINESS EXPERIENCE 6
ITEM 3 LITIGATION 7
ITEM 4 BANKRUPTCY 7
I T E M S I N I T I A L FEES 7
ITEM 6 OTHER FEES... 8
ITEM 7 ESTIMATED INITIAL INVESTMENT 14
I T E M 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 19
ITEM 9 FRANCHISEE'S OBLIGATIONS 23
ITEM 10 FINANCING 24
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING... 25
ITEM 12 TERRITORY 42
ITEM 13 TRADEMARKS 45
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 46
ITEM 15 OBLIGATION TO PARTICIPATE IN THE OPERATION OF THE FRANCHISE BUSINESS...47
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 47
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 48
ITEM 18 PUBLIC FIGURES 58
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS 58
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION 63
ITEM 21 FINANCIAL STATEMENTS 63
ITEM 22 CONTRACTS 65
ITEM 23 RECEIPTS 65
Exhibits
A. FRANCHISE AGREEMENT AND EXHIBITS

B. . LIST OF STATE AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS
C. FINANCIAL STATEMENTS
D. STATEMENT OF PROSPECTIVE FRANCHISEE
E. TABLE OF CONTENTS OF MANUAL
F. FORM OF GENERAL RELEASE
G. STATE SPECIFIC ADDENDA
H. LIST OF FRANCHISEES AND FRANCHISEES THAT LEFT OUR SYSTEM
I. DEVELOPMENT AGREEMENT
J. RECEIPTS
ITEMI
THEF^NCHISOÂNYPARENT^
Tosimphfy the ^ n g u a g ^ ^ d i s o ^ u r e documents

mean AKT Franchise, LLC^ the franehiso^^You" means the
huysthefranehise Terms notdefinedmthisDiselosnre Document ( i n e l ^
defined in the Franchise Agreement attached as Exhibit A to this Disclosure Document (the "Franchise
Agreements
Franchisor
Wedo husiness under the name AKTFranchise, LLC, or in some cases,simply as"AKTB' Wedonotdo
husiness under any othername. Cur principal husiness is3185Fullman Street, Costa Mesa, CA and our husiness
phone numher is (949)404^51^WeareaDelaware limited liability company tor^ We
do not currently operate anybusinessesofthe type tobeoperated by
tor this business contemporaneously with our formation.
Except as provided in this Item,we do not offer franchisesinany other line ofbusiness,and we are not
otherwise involved in any substantive business activity Wedo not currently directly own or operate anyAKT
Studios, but there are two fulltime (2) Studios that are owned and operated by the founder o f t h e m
namely Anna Kaiser.Weexpect and intend to enter into franchise agreements with the owner of these Studios^
which will be operated as Franchised Businesses moving forward once we are able to offer and sellfranchisesin
the area where these Studios are located.
Parent
Xponential Fitness, LLC ("Xponential") is our d ^

liability company withaprincipal business address atl7877VonKarmanAênue,Suitel00,frvine, Califs
92614 Xponential does not provide products or services to ourfranchiseesand does not offer^sell franchises
anylineofbusiness.Xponential is owned by H^WFranchise Holdings, LLC ("H^W^,aDelawar^
a principal businessaddress at 17S77 Von Karman Avenue, Suite 100, Irvine, California92614. H ^ W i s
controlled hyH^WlnvestcoLF("H^Wlnvestco^,alimited partnership formed under the la^
with the same principal address as H ^ W H^Wlnvestco is controlled and indirectly owned by MCAC LLC,a
Delaware limited liability company with the same principal business address as H^W.None ofthese entit^^
provide products or services to ourfranchiseesdirectly^ or (ii^ have directly offered or sold franchises
ofbusiness.
Affiliates
Curaffiliate,CycleBarFranchising, LLC ^"CBF"), an Chio limited liability company withap^^

business address of299F6th St.,Floorl,Cincinnati,Chio 45202,franchises indoor cycling studios under the
CVCLFBARmark CBF began franchising CVCLFBARstudiosinJanuary 2015 As ofDecember^l,2017,
there werellSfranchisedCYCLFBAR studios in operation.CBF has also offered area representative francs
since March 2017,and CBF had oneârea representative open and in operation as ofDecember^l,2017.
Cur affiliate,CycleBar Canada Franchising,ULC("CycleBarCanada^,aBritish Columbia unlimited

liabilitycompanywitharegisteredofficeat2200HSBC Building, S85 West Georgia Street,Vancouve
Ê8, offers CVCLEBAR franchises in Canada Cur affiliate, CycleBar International Inc. ("CycleBar
Internationale an Chio corporation withaprincipal husiness address o f 2 9 9 L 6 t h St.,FloorLCincm^
45202 offers CVCLFBAR franchises in other international territories. CycleBar Canada has offered fr
Canada since August 2015,and CycleBar International has offeredfranchisesoutside theUnited States sin^^
February 2016.
2
©20ÂKTF^^LLC
20t8Franchi^0ôûÔooumeot
Our affrlia^ Club Piês France
^principal businessaddr^^3185^
audotberexereiseelassesundertbeCLOB PILATES^marks. CPFran^^
2015an^ as ofOeeember3L2017^bere were 300frauebisedCLUB PILATESS^^^
Cura^liate,LBPranebism^LLC^LBPranebismânCb^
business address at 299 L . ^ S ^ P l o o r L C i ^
provides shared fitness spaee and otber event bostingspaee under t b e ^ L H E L B ^ mark L ^
began offering unitfranchises,as well as area representative franchises, in September 201ând LB Prane
did not have anyoperatingfranchiseesorarea representatives as ofOecember31,2017.
Cur affiliate, PC Pranchising,LLC ("PC Pranchising^,is an Chiolimitedliability company wi^^

principal business address of 299 E6th St.,Ploorl,Cincinnati,Ohio 45202^ that intends to franchise sh^
workspace facilities under the PULLLOCCLLBCT1VL mark in early 2018 As of December 31, 201^
Pranchising did not have any operating franchisees or area representatives.
Curaffiliate, RowHousePranchise, LLC ^"RowHouse Pranchise"),aDelawarelimitedliability

withaprincipal business address at3185 Pullman Street, Costa Mesa, CA,franchisesrowing and free weight
exercise classes under the ROW HCUSL mark Row House P
atsomepointmearly201S AsofDecember31,2017^RowHousePranchisehasnotoêredorsoldany
franchises.
Cur affiliate,LacoBueno Pranchise Company, L.P.("TBPC"),isaLexas limited partnership w ^

principal business address atl605LBJPreeway, Suite 800, Farmers Branch,Texas75234 TBPC does not
provide products or services to our franchisees and has neêr operated, nor offeredfranchisesforasimilar type
ofbusiness as the Franchised Business However, LBFC currently offersfranchiseslorTaco Buenos restaurants
and has done so since September 2004. AsofDecember31,2017,TBFChad 166 company stores and 23
franchisedLaco Buenos restaurants
Curaffiliate, Stretch Lab Franchise, LLC ("SLFranchising"),aDelaware limited liabili^

aprincipalbusinessaddressof3185 Pullman Street, Costa Mesa, enfranchises fitness studios that provide
stretching classes inhoth private and groupformats, related therapy activities and, i f approved,aprop^
"fiexologist" training programs under the SLRLTCHLAB^ mark. SL Franchising began offering franchisee
STRLTCH LAB Studios in late December 20i7AsofDecember31,2017,however,SLFranchisinghasnotsold
any franchises.
Lxceptasdisclosedabove, we currently have no parents, predecessors oraffiliates required to be disclosed

in this Item.
Aênt for Service ofProcess
Cur agents for service ofprocess are disclosed in Exhibit B.
EheEranchised Business ^ e O f f e r
Weoffer for saleafranchise to operateadistinctive AKT Studio(each,a"Franchised Business"), w h ^

is operated pursuant to the terms of our franchise agreement attached to this Disclosure Document as FxhihitA
(the "Franchise Agreement").WeexpectthataStudio will typically be located inaretail shopping center, a
this franchise offering assumes that the siêofatypical Studio will be at least around 2,000 square feet in s^^
Wemay^however, consider alternative sites, onacase-by-case basis. Under the Franchise Agreement,we will
also grant you the right to operate your Franchised Business withinadesignated geographical area wherein you
3
©^ÂKTFôchi^LLC
20t8FraochiÔiôsu^ Document
will also be able to actively promote tbe Franebised Business and solicit new clientele (tbe "Designated
T e r r i t o r y ^ l f y o u own an existing fitnes
business to an AKT Studio ^converted Studio will likely encounter lower investment requirements tbantbose
ofastart-up Studio.
Tbe Studios are established and operated underacomprebensive design tbat includes spacious interior,
custom-designed shock dance fioor,top-o^tbe line audiovisual and lighting equipmem, custom-made ballet b a ^
andavariety of fitness training equipment and accessories^ specifications, and procedures tor operations'^
customer serviced management and financial controls training and assistances and advertising and p r o m o s
programs(collectively, the "System") The System standards, specifications and procedures (collectively, the
"System Standards") are described in our confidential operations manual (tbe "Manual"). Tbe System and the
Manual may be changed, improved and further developed by us.
Each Studio will ofter and provide: (i) fitness training classes tbat combine circuit training,^
toning, dance cardio, and other fitness techniques^col^
tbatwedevelop,designateandôrotherwiseauthorize(collectively,the"Approved Services").Typical
classes and other Approved Services will be paid tor and scheduled online via the Internet
Before any instructor you engage can provide the Approved Services at your Studio, that instructor must
attend and complete module one ofaproprietary fitness instruction program designed to provide training and
information related tothe o f ^ r and provision ofthe Approved Services atagiven Studio in accordance with o ^
System standards, specifications and equipment ("AKT University Modulel").tnorderto continue provi^^
Approved Services, each instructor must also: (i) complete all subsequent instructor training mod
(6) months of completing theinitialmodule(collectively,"AKT University")^ and (ii^p
subscription from us that includes new and updated choreography,workouts^ techniques and otber content. An
instructor that completes AKT University Moduleland has not tailed to complete the subsequent modules or
maintain tbe required subscription will be referred to as an"AuthoriêdAI^T Instructor"^
DisclosureDocument, and you must have at least one (1) Authorized AKT Instructor on-site to provide the
Approved Services at your Studio at all times it is open and operating.We may adjust or even waive certain
components or testing associated with our typical AKT University toragiven instructor at your Studios
instructor demonstrates significant experience a
choreography andBor exercise skills You or your instructor will be required to pay us our then-current
theAKTUniversity(the"AKTUmversityTuition")
Weexpect and intend that your initial instructors will attend and complete the AKT University at another
franchised studio or one ofour affiliate-owned Studios prior to you opening your francbised Studio Once your
Studio is open and operating, you will have the option ofproviding the AKT University as part ofthe Approved
Services from your Studio, provided: (i) you have,orhave engaged, an AuthorizedAKTInstructorthat completes
the additional training that we determine approp^^
AKT University fromafranchised Studios and (ii) you are otherwise in compliance with your obligations under
your Franchise Agreement.TheMasterTrainer may be an employee of your Studio who received the requisite
training, oraMasterTrainer provided by another affiliate-owned or franchised studio who you engage to come
provide AKT University at your Studio.Regardless ofthe provenance of the MasterTrainer, that MasterTrainer
can provide AKT University training to(a)individuals interested in becoming Authorized AKT Instr^c^
any other clients ofthat Studio(or other Studio)that wishes to attend the AKT University at tbat Studio
to any restrictions you have on recruiting andôrsoliciting any such clients that are located outside your D^
Territory) Regardless ofwhether the AKT University is provided atafranchised or affiliate-owned Studio,^
AKT UniversityTuition will be paid directly to us and, if and as appropriate,we will remit tbe thenâppropriat^
portion of tbat AKT UniversityTuition to the ownerofthe franchised Studio that provided the instruction
Prior to opening your Franchised Business, you must ensure that: (i)you(or, i f you are an entity, one of
your DesignatedOperators) complete at least the ownerôperator module of our initial training program (the
4
©20t8AKTFôohi^,LLC
2018F^nohêDisoô^Docum^
"Owneôpeôr Modules ^
that you b a v e a t ^ ^ s i x ^ A ^ h o r i ^
Franchised B u s i n g a n d a t ^ ^ o n e ^ ^ o n ^ e a t ^ f i m e s y o ^ ^
The Franchise Agreement is signed hy us, hy you, and hy those o f y o u r ^

the principal franchisee-operator(s)(the "Designated Operator(sô^
Operator(s)(there may he up to two such individuals, hut only one address to which we communicate in r^^
to the franchise)named has the authority to act for you in all matters relating to the AKT F r a n ^
noting responsibilities. 8y signing the Franchise Agreement you and the Designated Ope^^^^
individually hound hy certain ohligations in the Franchise Agreement, including covenants concerning
confidentiality and non-competition, and to personally guarantee your pertbrmance under the Franchise
Agreement. Dependingon the type ofbusinessactivities,whichmustbe^lly disclosed prior to signing this
document, in which you oryour Designated Operator(s)may be involved, wemay require you oryour Designated
Dperator(s^to sign additional confidentiality and non-competition agreements.
lûltiUmtOftering
Wealso ofl^r qualified individuals and entities^

Businesses within a designated geographical area (the "Development Area") under our current form of
developmentagreementthatisattacbed to this Disclosure
which will also outlineaschedule or defined period of time in which you must open and commence operating
each Franchised Business(a "Development Schedule").
You will be required to signaFranchise Agreement tor the initial Franchised Business we grant you tbe
right to open within tbe Development Area at the same time you sign your Development Agreement and you will
need to sign our then^current form of tranchise agreement for each ofthe Francbised Businesses you open under
the Development Schedule, which may differ from tbe currentfranchiseagreement included with this Disclose
Document
You will be required to pay usaone-time development fee tbat will be calculated based on the number of
Franchised Businesses we grant you the right to open under tbe Development Agreement (the "Development
Fee"), but you will not be required to pay any other initial franchise fee at the time you execute your francs
agreements for each Franchised Business we permit you to open under your Development Agreement.
market and Competition
The market for fitness services and studios is crowded You will f^ce competition for members from
gyms, personal trainers,fitnessêxercisecenters and studios,^
AKT franchisees (subject to the territorial protections and restrictions set f o ^
Approved Services does not fluctuate seasonally.
Applicable Regulations
Some states require that health^fitness facilities haveastaff person available during all hours of opera^^
that is certified in basic cardiopulmonary resuscitation or other specialized medical training. Some state or local
laws may also require that health^fitness facilities have an automated external defibrillator
equipment on the premises Ataminimum,your Studio will be sublect to various federal,state and local laws, and
regulations affecting the business, including laws relating to zoning, access for the d i s a b ^
standards You may need the local fire marshals or other local, state or federal agency'spermission before you begin
operations In addition, there may be local licensingandemploymentregulations,includingworker'scompensation
insurance requirements You should examine these and other laws before purchasingafranchise.
iÂKT^nch^LLC
2018F^nchiseDôs^ Document
You should consult with your attorney and local and state agcnclcsâuthoritlcs, hctbrc huylng a
Franchise to determine i f there arc any specific regulations you must comply
Studioproducts and services toconsumcrs inyourstatcândconsidcrthcctfcctsonyouand thecost of
compliance. These requirements can aftcctahroad scope of your operations, including location selection, and
hiring ofpcrsonncl, among other things. It is your sole responsibility to investigate any regulations in your a ^
including those related to the establishment and operation ofan AKT Studio generally
ITEM2
D U R E S S EXPEÊNCE
AntbonyGcislc^CbicfExccutiveOf^ccr
Mr. Gcislcr has served as our ChicfExccutivc Officer since our inception in March
served as thcîÔFOofOlubFilatcs Franchise, LLC, located in O o s t a M c s a , ^
ofStrctch Lab Franchise, LLC, located in Costa Mesa, OA, since December 2 0 1 7 ^ i i i ) ^
Franchise, LLC,located in Costa Mesa, CA, since December 2017ând(iv) Manager ofCyclcBar Franchise
LLC, performing such duties in Costa Mcsa^CA, since September 2017. Mr. Ccislcr previously served as t^^
President ofL^COymFrancbiscCompany,locatcd in Santa Ana, GA, from January 2013to February 2014.
Melissa Chordock: President
Ms.Chordockhas scrvcdasourFrcsidcntsinccJunc2018. Previously, Ms. Chordock served as: (i)Sc^^

Director ofStudioOpcrationstbrXtcndBarrc in NcwYork, NY fromJunc2017unfi^
ofOpcrations tor Pure darrein Denver, CO from November 2013 until May 2017.
iêganMIocn: Executive Vice PresidentofFinancc
Ms Mocn has been our LxccutivcVicc President ofFinancc since our inception in March 2018.Ms Mocn has
alsoserved asthe Executive Vice President ofFinancefr^r:(i)ClubPilatesFranchise, LLC,1^^^
CA, since January 201^(ii) Stretch Lab Franchise, LLC,located in Costa Mesa, CA, since December 2017^m^
Row House Franchise, LLC, located in Costa Mesa, CA, since December 2017^ and (iv) CycleBar Franchising,
LLC^ performing such dutiesin Costa Mesa, CA,sinceSeptember 2017.Ms.MoenwasaSenior Director for the
Valuation and Financial Advisory Services practice ofFTl Consulting, Inc.,located in Los Angeles, Califs
from June 2013to 2016
ônatbanTyiicki: Director of Education
Mr.TylickihasservedasourDirectorofEducationsinceJune2018.Previously,Mr.Tylicki served as: (i^ the

Director of AKTon Demand and as Master Trainer for AKT inMotion, Inc.from June 2014until June 201^(ii^
an Educator for Lululemon from April 2014through January 201ând (iii) as Brand Education Coordinators
BluePrint from April 2012througbApril 2014. Mr.Tylicki serves in his present capacity in Costa Mesa,CA
sarnie Coiden: Social Media Coordinator
MsColden has served as our Social Media Coordinator since March 2018.Previously,Ms.Colden served as: (i)
MasterTrainer and the Social Media Coordinator for AKT inMotion,tnc.from June 2014and December 2016,
respectively,until March 2018^ (ii)aCast Member ofRadio Disney from May 2008 through October 201^(iii)
ReceptionistatOothamOym from April 2014 through July2014^(iv)aCast member at S t a r r e s t Dance
Competition from January 2014throu^May 2014^ and(v)aDancer at Smokey Mountain Opry from September
2013throughJanuary2014.
©20ÂKT^^ÊLC
2018FranchêDôsore Document
LEGATION
No hfigafion is required to be d i ^ o s e d m ^ i s ^ ^
BANKRUPTCY
No banl^ptey information is required to be diseased iu tbis Item.
ITEMS
INITIAL FEES
Eranehlse Agreement
B ^ ^ ^ ^ ^ ^ ^ ^
Youmustpaytousaiumpsumimtiaifranebise^
asingle Studio underaTrauebiseAgreemeut(wbetberastart-up or eouversiou) Tbe ^
upon tbe signing oftbe TranebiseAgreement.Tbe Initial Franebise Fee sbaii be ^
paymentand is not refundable, in wbole or in part, under any eireumstanee.Exeept as d i s e i o s e d i n ^
uniformly impose tbe Initial Tranebise Fee on all parties tbat are purebasingasingieEranebisedB
B ^ ^ ^ ^ ^ ^ ^
You must purebase an initial package offurniture,fixturesand equipment tbat is designed to provide
witb tbe majority oftbese items tbat you will need in connection witb outfitting, equipping and o
out your Studio (tbe "Initial FFE Packaged, and includes tbe cost of shipping As of tbe Issue Date o
Disclosure Document, tbe Initial FFE Package costsapproximateIybetweenSl03,900and$I60,^
contains (a)exerciseaccessoryequipmentandvariousotberreiatedequipment^suppbesforusemconne
tbe provision of tbe Approved Services, (b)aStudio fixture package comprised ofadesk, displays and d i s p ^
rack, storage cubbies, pedestals, custom-made ballet bars and assorted otber fixtures, (c) signage and
and (d) certain otber equipment used in connection witb tbe Studio, including audio visual equipment
Tbese items are identified as tees payable to us(at least in part)in tbe Item7Cbartundertbe subheadings
"Signage and Craphics,""SpeciaIty and Other Exercise Equipment,""Furniture, Fixtures and ^
"Audiovisual and Computer Equipment,"and "Shipping."
Currently,youmustpurchasethe Initial FEE Package from us butwe reserve tberighttodesignateanother

approved supplierinour sole discretion.You must purchase the Initial FEE Package prior to opening your AKT
Studio and each lee that comprises tbe Initial FEE Package
as provided above, will be unilbrmly imposed.
^ ^ ^ ^ ^ 7 ^ ^ ^ ^
Prior to opening your AKT Studio, you must purchase opening inventory from us at a cost of
approximately S12,000("CpeningRetail Inventory"), whichincludesapparelandotherappareithatwillbe
available for resale as part ofyour Approved Products, including items branded with the Proprietary Marks,and
othert-shirts, towels, exercise clothing and related accessories.The amount paid tor the O p e n i n g s
is non-retundable under any circumstances and will be imposed uniformly.
©^8AKT^c^LLC
2018Fôchi^ Disclosure Document
^ ^ ^ ^ ^ B ^ ^ ^ ^ ^ ^
Weesfimate that you w^l cover tbe

provide AKT University toyour initiai instructors, so that those instructorscan become Authorized AKT
Instructors tbat otfer and provide the Approved
provide AKT University to at least sixînstructors, as you determine appropriate in your discreU^
choose to cover the costs tor those instructors to attend AKT University at our atfiiiate-ownedstud^
wiii be between $9,000 (in AKT UniversityTuit^
Tees and, ifnecessary, travel and related expenses). Witb that said, you wiii not be required to pay tbe AKT
UniversityTuitionTeetoragiveninstructorifyourequirethat instructor to pay that tee direct^^^
The AKT UniversityTuitionFeedisciosedin this Item is uniformly imposed andis non-refunds

payment.
Deve^ment Agreement
If we grant you theright to open three (3) ormore Franchised Businesses undera Development
Agreement, you must pay usaone-time Development Fee upon executing your Development Agreement.Your
Development Fee will depend on tbe number ofFranchised Businesses we grant you the right to open within the
Development Area and is calculated as follows: (i)$125,000 tor the right to open three Franchised Busine
plus an additional $40,000 for the rigbt to open each a d d i ^
$35,000 per Francbised Business if you agree to open and operate between six and nine Franchised Businesses^
and (iii) $30,000 per Franchised Business if you agreeto open and operate lOor more Franchised Businesses.
You will be required to enter into our then-current form of franchise agreement for each Franchised
Business you wish to open underyour Development Agreement, butyou will not be required to pay any additional
InitialFrancbise Fee at tbe time you execute each of these franchise agreements. If you enter intoaDevelopment
Agreement, you must execute our current form ofFranchise Agreement forthe first AKT Studio we grantyouth^
right to open within your Development Area concurrently with the Development Agreement.
Your Development Fee will be deemed fully earned upon payment, and is not refundable under any
circumstances.TheDevelopmentFeedescribedabove is calculatedandapplieduniformlyto all ofour franchisees'
ITEM6
FEES
- .t' ^ M P . * ' / . -- : 5 5
mâi
Royalty
; ^
7% of Gross Sales'
Due Date
Payable weekly
based on the
Remarks
You will be required to start paying your

Royalty once your Franchised Business
Gross Sales of begins collecting revenue from operations.
your Franchised
Business during We reserve the right to collect your
the preceding Royalty on a different interval (for
business week example, monthly).
2
Marketing Fund Then-current Fund Payable weekly When we establish a Marketing Fund, we
Contribution at the same time may require you to make a contribution to
and in the same that Fund amounting to up to 2% of the
Currently, we have not manner as the Gross Sales of your Franchised Business
yet established a Fund Royalty (the "Fund Contribution"), and your
but intend to do so obligation to contribute will commence
.8
\r f ^
Type of Fee Amount _ Due Date Remarks
once you have started operating your

Franchised Business
AKT University Then-current tuition Prior to training. The AKT University Tuition Fee is
Tuition fee. payable to us in the event the program is
completed at a corporate location.
Currently, $1,500 per Currently, this fee is $1,500.
trainee
Ifthe AKT University training is provided
by an authorized Master Trainer at a
franchised Studio, then currently: (i)
$1,500 ofthis the AKT University Tuition
is retained by us for certain materials that
we provide in connection with this training
(including the online training components
described in Item 11 of this FDf)); and (ii)
the remaining $1,499 is remitted by us to
the franchisee that owns the franchised
Studio. We reserve the right to modify this
allocation similar to our right to modify the
FTP Training Fee.
If you are not able to provide AKT

University, then we will advise you of the
Studio closest to your Franchised Business
that can provide such instruction to
interested clientele.
Training Fee Then-current training ' Prior to training. This fee is paid in connection with
fee (the "Training additional training/instruction that we may
Fee"). provide on,an ongoing basis in connection
with the overall operation and
Currently, $500 per day development of your Studio.
per trainer.
We reserve the right to charge this fee in
connection with (a) re-training or
replacement training with regards to the
portions of the initial training that are
designed for the franchisee owner and/or
Designated Manager, (b) any training we
require you to complete to cure a default
under your Franchise Agreement with us
("Remedial Training"), (c) training you
request we provide (other than the kind of
day-to-day assistance described below), or
(d) "training 'we provideôrFsite' at "your
Franchised Business.
We will not charge any training fee in

connection with minor, day-to-day

^
^ T y ^ Amount Doe Date Remarks .
assistance that we provide remotely over

the phone or via email, snbêet to our
availability.
In addition to our then-enrrent training tee,

you will always be responsible tor tbe
eosts and expenses that are incurred in
connection with youand your personnel
attending training.
Auô^dAKT Then-current Payable months When we establish an ongoing
Instructor Subscription Fee subscription service to provide Authorized
Subscription Fee AKT Instructors with new and updated
Currently, wc have not choreography, workouts, techniques, and
yctcstablishcda other content, you (or your Designated
subscription service but Operator) will have the option, but not be
intend to do so required, to pay the Authorised AKT
Instructor Subscription Pee and receive
direct access to these materials. All
Authorized AKT Instructors must pay the
Authorized AKT Instructor Subscription
Pee, however you (or your Designated
Operator) are not required to do so unless
you are also serving as an Authorized AKT
Instructor.
Technology Fee While wc do not Payable monthly We reserve tbe right to collect a
currently chargca Intbesame Technology Pee in connection with any
Technology Fee to manner as tbe costs we incur in establisbing and
cover certain costs as Royalty maintaining an intranet, extranet, online
described under portal, website, online advertising tools,
"Remarks" column, wc mobile application andôr any other
reserve the right to technology tor use in connection with the
charge our then current Pranchised Business. This amount is
technology tec in the subject to increase based upon vendor
tnturc^thc "Technology pricing
Fee")
Fcrtormancc Then-current tec Payable monthly We reserve the right to collect a
Software Fee charged by our mtbesame Performance SoItwarePeeinconnection
approved supplicr^thc manner as the with the ongoing cost of providing,
"Fcrtbrmancc Software Royalty maintaining and implementing data
Fee") tracking hardware and software. This
amount is subject toincreasebasedupon
Wcdo not currently vendor^licensor pricing.
chargcaFcrfbrmancc
Software Fee, but
reserve the right to
charge our then-current
Performance Software
Fee in the future.
10
© ^ 8 A K T F ^ ^ L L C
20^F^chiseDiôêDocum^
^ ^ ^ B ^ ^
TypeofFee ^ Amount DneDate ^ Remarks
Renews Fee stoôo At time of You must renovate and reimage the Studio
renewal. at your expense at the tune ofReuewal to
eontbrm to our then-eurrent standards and
image
Transfer Fee under SÔOO Before the Payahie when you seii the Studio. No
Franchise transfer. eharge i f the Studio is transferred to a
Agreement corporation or other entity that you
eontroL
Transfer Fee under $1^0 Cn submitting Payahie when you want to sel^transfer the
Deveiopment application for rights under your Deveiopment
Agreement consent to Agreement.
assignment
Insurance Foiieies^ Amount of unpaid Must have the Payahie oniy i f you taii to maintain
premium. policies within required insurance coverage and we eieet
60 calendar days to ohtain coverage for you.
after signing the
Franchise
Agreement, but
no later than the
time that you
acquire an
interest in tbe
realproperty
from which you
will operate the
Studio.
Audit Fees^ SÔ SÔO Within 15 Payahie oniy i f audit shows an

calendar days understatement of Gross Revenue tor the
after receipt of audited or reviewed period o f 2 ^ or more
audit report.
Mystery Shopper Currently, we do not Within Ôdays Payahie only i f we establish a mystery
and Other duality require franchisees to of demand shopper program or other quality control
Control Programs contribute to these mechanism^program, in which case we
programs, hut we reserve the right to requireafranchisee to
reserve the right to do contribute up to S50^year to help defray
so in the future. the costs of sucb programs that are
designed to preserve the goodwill and
brand image.
11
©^8AKTF^^LLC
20i8FranohiseOiôsure Document
TypeofF^ Amount Due Date ^ ^ Remarks
^ D
La^F^ The greater ofthe Upon demand. Apphestoâmoums not paid when due,
highest applicable legal until paid in fuiL We may also require you
rate for open account to pay an administrative feeof$50 for eaeh
husiness credit, o r l ^ ^ o late payment or late report.
per month.
Pe^y^ Then-current fee Upon demand. Payable only in tbe event you tail to
charged hyus eomply witb your material obligations
underyour Pranebise Agreement by (a)
Currently,S100for permitting any instructor at your Studio to
each day of non- provide any fitness instruction or otber
compliance ApprovedServicesbetoretbey complete
tbe AKT University, or (b) offering or
selling any unauthorised products or
services at your Studio, including
provision of tbe AKT University without
an approved Master Trainer (described
more fi^llyinltemllbelow) The Penalty
Pee will be incurred duringeach day of
non-compliance.
Coôf All costs including Upon settlement You will reimburse us for all costs in
Enforcement or attorneys'lees or conclusion of enforcing ourobligations concemingthe
Defense claim or action. Pranchise Agreement ifwe prevail.
Indemnifieation All costs including Upon settlement You will defend suits at your own cost and
attorneys'fees or conclusion of holdusharmlessagainst suits involving
claim or action. damages resulting from your operation of
tbe Studio(subêct to applicable state law).
Alternative SÔ per day for At time of Additionally,you must reimbursement us
Supplier Approval personnel engaged in request for any travel, accommodations, and meal
evaluatingasupplier. expenses
Business Then-current fee Payable every4 Please see Items S and 11 of this
Management charged hy our weeks, as agreed. Disclosure Document for additional
Sofrware Eee^ Approved Supplier, information on Approved Suppliers and
which is currently this fee
Regional As the cooperative As tbe We may establish regional cooperatives
Cooperative determines Cooperative comprised of Studios that are within a
determines given geographical area (each, a
"Cooperative"), f f a Cooperative is
established whereyourStudioislocated,
you will be required to participate in that
Cooperative and contribute to that
Cooperative in the amounts the
Cooperative determines Company-owned
or affiliate-owned Studios will have the
same voting rights in such Cooperatives as
franchisee-owned Studios
12
©20ÂKTF^^LLC
2018FranchiseDiôê Document
'r*:;".;^--''
^ ^ype of Fee : Amount ' Due Date Remarks :
Liquidated $10,000 As incurred. If you in any way compromise the secure

Damages access to the online version of the Manual,
including, but not limited to, allowing
unauthorized users access to the Manual
and its confidential contents, you will be
required to pay us liquidated damages in
the amount of $10,000, to compensate us
for the breach and related damage to the
System.
Notes to Item 6 Chart:
All fees are uniformly imposed by and are payable to us, unless otherwise noted. No other fees or
payments are to be paid to us, nor do we impose or collect any other fees or payments for any third party. Any
fees paid to us are non-refundable unless otherwise noted. Fees payable to third parties may be reftindable based
on your individual arrangements. With.regards to any interest charged in connection with the fees set forth in the
chart above, the highest interest rate allowed by law in California is 10% annually.
1
Gross Sales. Except as provided below, the term "Gross Sales" means the total revenues you derive,
directly or indirectly from all business conducted upon, from or in connection with the Studio, less sales taxes or
similar taxes imposed by governmental authorities. (See Section 5.3 of the Franchise Agreement for a more
complete definition). Please note that we exclude revenue generated from the provision of the AKT University at
your Studio from the definition of "Gross Sales" because you are required to pay us a flat fee of $1,500 for each
individual that received the required training (as described more fully in the AKT University Tuition section of
the Chart above). Please see Section 5.3 of the Franchise Agreement for additional information.
You must participate in our then-current electronic funds transfer and reporting program(s). All fees owed
and any other amounts designated by us must be received or credited to our account by pre-authorized bank debit
by 5:00 p.m. on or before the applicable due date. Your franchised business may be located in a jurisdiction
whose taxing authority will subject us to tax assessments on payments you submit to us for the Royalty Fee
and Marketing Fund contributions. Under such circumstances, you will be required to adjust, or "gross up"
your payment to us to account for these taxes.
3
Marketing Fund. We reserve the right to establish a fund designed to market and otherwise develop
the brand, Proprietary Marks, System, Studios and/or Approved Services (the "Marketing Fund"). When we
establish a Marketing Fund, we may require you to make a Fund Contribution as described more fully above.
The Marketing Fund may be used for (among other things) product and technology development; signage;
creation, production and distribution of marketing, advertising, public relations and other materials in any
medium, including the internet; social media; administration expenses; brand/image campaigns; media; national,
regional and other marketing programs; activities to promote current and/or future Studios and the AKT brand;
agency and consulting services; research; and any expenses approved by us and associated with your Studio. We
will have sole discretion over all matters relating to the Marketing Fund. You must pay for your own local
advertising.
3
Insurance Policies. The minimum limits for coverage under many policies will vary depending on
various factors, including where you are located and the size of your Studio. See Item 8 of this Disclosure
Document for our minimum insurance requirements.
13
4
Audit Fees. In the event that an audit discloses an understatement of Gross Sales or other discrepancy,
in addition to the cost of the audit, you will be required to pay the marketing due on the amount of such
understatement, plus late fees and interest.
5
Alternative Supplier Approval. You may request the approval of an item, product, service or supplier.
We may require you to pre-pay any reasonable charges connected with our review and evaluation of any proposal.
6
Business Management Software Fee. We will make available to you a business management software
program that you will use in the operation of your Studio. Currently, the approved and required software for use
in the Studio is "ClubReady," an online/web-based business management program. You will pay the third-party
vendor directly for all fees associated with the use of the software. We have the right to access any and all
information stored in the program that pertains to the Studio through file transfer protocol or polling through the
Internet, at our discretion.
ITEM 7
ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
A. Franchise Agreement
1 nl 1 \ | H I I ( l l t l l ! i
w
1 •»» VllllillHt \
W '.I'I
'""
i LwMcllii»dor
- r,x„K„.
1 ^
'tO l ^ j ^ J i k
a
Upon execution
Initial Franchise Fee- UNN NNI^NN
$49,500 $49,500 Lump sum of the Franchise Us
Agreement
Travel & Living Airlines,

3 $500 $3,000 Lump sum Prior to training Hotels and
Expenses while Training
Restaurants
4
Real Estate/Lease $9,300 $28,000 As arranged As incurred Landlord
Approved
Suppliers,
5
Leasehold Improvements $136,000 $181,000 As arranged As incurred Architects
and
Contractors
6
Signage & Graphics $18,000 $36,000 As arranged As incurred Us
7 Insurance
Insurance $900 $1,000 As Arranged Before Opening
Carrier
Specialty and Other Us and other

8 $20,000 $27,900 As required Before Opening Approved
Exercise Equipment
Suppliers
Us and other
9
Opening Retail Inventory $12,000 $12,000 Lump Sum Before Opening Approved
Suppliers
Utility Deposits 10 Utility

$0 $1,000 As arranged As incurred
Suppliers
14
Local, State
Licenses and Permits" SO $3,000 As arranged As arranged or Federal
Government
Furniture, Fixtures and Us and other

12 $18,000 $24,800 As arranged As incurred Approved
Related Supplies
Suppliers
Audio / Visual and Us and other

13 $45,200 $66,500 As arranged As arranged Approved
Computer Equipment
Suppliers
Us and other
14
Shipping $2,700 $5,300 As arranged Before Opening Approved
Suppliers
Immediately Approved
Grand Opening
15 $15,000 $15,000 As arranged Before and After Suppliers
Marketing
Opening and Vendors
Additional Funds - First 3 Employees,

16 $19,000 $33,000 As arranged As incurred Vendors,
Months
Utilities
17
Total $346,100 $487,000
Notes to Table A in Item 7:

1
General. The initial investment table shows the estimated initial investment required to establish and
operate a Studio. All amounts payable to us are nonrefundable, unless otherwise noted. Amounts payable to
suppliers/vendors are refunded according to arrangements you make with the vendor, ifany. These figures are
estimates of the range ofyour initial costs in the first 3 months of operation only. Neither we nor our affiliates
offer direct or indirect financing.
2
Initial Franchise Fee. The Initial Franchise Fee is non-refundable. The Initial Franchise Fee for a single
Studio is $49,500. We do not providefinancingfor the Initial Franchise Fee.
3
Travel and Living Expenses While Training. This estimate is designed to cover the costs and expenses
you might incur in connection witb you (or if you are an entity, one (1) of your operating principals you designate
to be the Designated Operator for the Studio) attending and completing the required initial training described more
fully in Item 11 of this Disclosed Document. We will not charge you or your Designated Operator for this portion
of our initial training that must completed on behalf of the franchisee/owner under your Franchise Agreement.
You will be responsible for the costs and expenses associated with attending this training (e.g., transportation,
meals, lodging and other expenses). The amount you will spend while training will depend on several factors,
including the number of persons attending, the distance you must travel and the type of accommodations you
choose, i f any are needed. The estimate assumes that you will attend training at our headquarters. The estimated
AKT University Tuition fees associated with your initial instructors is accounted for in the estimate of "Additional
Funds" in the Chart above.
4
Real Estate/Lease. If you do not own adequate Studio space, you must lease suitable premises. These
figures assume that the leased premises will be approximately 2,000 square feet. Landlords may also vary the
base rental rate and charge rent based on a percentage of gross sales. In addition to base rent, the lease may require
you to pay common area maintenance charges ("CAM Charges"), your pro rata share ofthe real estate taxes and
15
msuranc^ and your proâshareofHV AC and âsb remove The actual amount yon pay under the lease will
vary depending on the size ofthe Studio, the types of e ^
ability to negotiate with landlords, and the prevailing rental rates in the geographic area You will also likely he
required to payasecuritydepositThis estimate assumes yo
month ofrent.
Since rental, improvement and other realestaterelated costs canvary significantly hy area, it^s your
responsihility to(l)independently research allapplicahle laws and regulations, and real estate
and costs where you plan to locate and operate your facility,andôhtain appropriate advice from your own
accountant, attorney and real estate professional, hetbre signing any binding documents or making any
investments or other commitments, whether to us or anyone else.
5
Leasehold tmprovements. Tbe cost ofleasehold improvements will vary depending om(i) the size and
configuration oftbe premisesîi)pre-constructioncosts(e.g.,demolitionofexistingwalls and remo
improvements and fixtures); (iii) the need tor soundproofing; and (iv) the cost ofmaterials and labor whi^^
vary basedon geography and location. Youmust adapt our prototypical plans andspecifications tor the
construction and finish-out oftbe Studio, including approved fiooring, mirrors and paint This estimate i^^^
the cosfofinstalling any furniture, equipment orfixturesthatare required to complete the bu^
Theseamounts may vary substantially based on local conditions, including tbe availability and prices oflab^^
materials. These amounts may also vary depending on whether certain ofthese costs will be incurred by the
landlord and allocated over the term of the lease For clarity, the estimates presented herein are net of tenant
improvement amounts incurred bythe landlordThelow-endofthe range refiects modest improvementstoasmaller
location, and tbe high end refiects significant physical improvements toalarger Studio.
6
Signage. This isarange of expenses that will be incurred when purchasing the required initial signage
and graphics Oryour Studio.You m ^ t purchase all signage and graphics directly from us.The cost of your
signage may be more or less than this estimate, and depends on the size, type and method of installation you
choose. Each landlord has different restrictionsit places on interior and exterior signage tbat may aftect your
costs.
7
Insurance. This estimate is lor^months of your minimum required insurance. The actual cost may be
more than shown here. You will need to check with your insurance easier for actual premium quotes and costs,
and for the actual amount of deposit Insurance costs can vary widely,based on tbe area in which your business
is located,your experience with the insurance carrier,the loss experience oftbe carrier,the amount of deduce
and of coverage, and other factors beyond our control You should obtain appropriate advice from your own
insurance professional before signing any binding documents or making any investments or other commitments,
whether to us or anyone else.
^Specialty and Other Exercise Eûinment The initial required amount of fitness and exercise equipment
fr^rastandard Studio will cost between S20,000 and S27,900 and includes various equipment^suppliesfr^r
connection with the provision of the Approved Services such as resistance bands^straps, interval training
equipment, and weights, as well as certain other equipment used in connection witb the Studio The amount of
equipment and corresponding investment will likely vary based on the size and layout ofyour Studio Financing tor
certain equipment may be available, but neither we nor our affiliates provide such financing. Ifyou choose to finance
tbe equipment, your initial costs will beless than tbe range provided in the chart above; however, your overall
payments may be higher
Ôpening Retail Inventory The typical fbr sale items held in opening inventory are the apparel and other
branded merchandise tbat you willbe permitted to resell at your Studio as part of yourApproved Products,
including items sucb as t-shirts, towels, exercise clothing and related accessories.
16
^ÂKTF^chÊLC
20i8Fraochiôiôs^ Document
Ûfibty Depose Typicaâufihty deposit wi^
company.
^Licenses andPermits. Therangeofcostscoverstbeexpensetoacquiretbe required iocalbusiness

permits. Our estimated eosts meiudebuiidmg permits, fire inspection, saies tax permit, and
I f a n electrical permit is necessary, the costs may be more. You should investigate applicable requirements in
your area and the related costs, including receiving advice from regulatory agencies and your own lawyer, b e ^
making any commitments,whether to us or anyone else.The low end estimate will apply tofranchisees who
already have tbe necessary licenses and permits in place prior to executing tbe franchise agreement.
12
Furnitures Fixtures and Related Supplies. Thisisarangeofexpenses that willbe incurred when
decoratingand frtrnishing tbe Studio, including certain components of thelnitialFFE Package that
purchasefromus. Both the low-end and the highend numbers representastraigbt purchase of all tumiture,
fixtures and related supplies(rather than leasing or making installment payments on these items).
^ A u d i o v i s u a l and Computer Fquipment. You must acquireapersonal computer andaFoint of Sale

system ("PCS") for use in the operation ofthe Studio. Your computer system must be equipped withahigh speed
connection to thefritemetand must includealocal area network withadedicated server. Wewill make available to
youacertain business management sofrware program specific for the Studio to be loaded on to your system. You
will paytbethird-partyvendordirectlyfr^r all tees associated with the use oftbesofrware.(Ple^
DisclosureDocument fbrthe teeamount and more details on the sofrware.) You can expect initial cash outlays to
be loweriftheitems can be leased ratherthan purchased. In addition to tbe PCS and related computer equipment,
you must acquire speakers, cabling and mounts, and otber audio-visual related equipment and accessories necessary
to provide the Approved Services
You are required to have at leastlsurveillance camera installed in the Studio. Tbecamera(s)mustbe
web accessible You will use the camera to monitor teacher performance, quality assurance and safety. We have
an absolute right to also review and monitortbecamera(s)lor the same purposes as you, and to ensure compliance
with the System You are responsible for ensuring customer consent and for any failure to obtain such consent.
You must indemnify us for any breaches ofprivacy from your use ofany surveillance camera.
Cther than the third party sofrware fees, these costs are paid directly to us before opening the Franc
Business and are notrefundable.Please see Itemllofthis Disclosure Document fbrmoreinfbrmati^^
Visual Equipment and Computer System.
^Shipping Wearrange for tbe shipping ofall of your equipment and furniture^fixtures These amounts
may vary based upon the location ofyour Studio
^CrandCneningAdvertising.You will be required to expendaminimumofSlÔOO on advertising and

promoting the openingofyourFranchisedBusiness,as described morefully in Item 11 oftbisDisclosure
Document.Wemay require that you expend all or some portion of these funds on materials or services that are
provided by our then-current Approved Supplier(s) for advertising or marketing, and we expect that you will
typically expend these amounts primarily in the month(s) immediately preceding and following your opening.
Any materials you wish to include as part ofyour pre-opening campaign must be approved by us ifnot previously
designated for use
16
Additional Funds^FirstThree^Months This is an estimate ofcertainfrmds needed to cover your
business (not personal) expenses during the first three ^3) months ofoperation ofthe Studio. These expenses
include initial employee wages; possible AKT UniversityTuition(s) ifyou decide to cover such fees on behalfof
yourinitial instructors; ongoingpurchasesofequipmentandsupplies; marketingexpenses^feesand localadv
ongoingutilities(otherthan initial deposits); and repairs andmaintenance. The Pre-Cpeningl^^^
descrihedin ltem5fbrsix(6) initial instructors to attend AKT University at our corporate
17
^ ^ A K T ^ c h ^ L L C
^ ^ F ^ c h i s e D i ^ o s o r e Document
$17,994) is mcluded m the ahove estlmatedraugeof Additional Funds Youreost will depend uponyour
management skill, experience and husiness acumen; local economic conditions; tbe prevailing wage rate;
competition; and sales ofthe Studio during the period This estimate is hased om(i) the experience ofthe two (2)
tull-time AKT locations open and operating; (ii) the experience ofour sister brands in developing
concepts and information related to tbeir respective studio investment costs; and (iii) current estimated
received from our Approved Suppliers and other third party vendors.
The availability and terms offrnancingto you will depend upon actors such as the availability offrnancm^
ingeneral,yourcredit^wortbiness, the collateral security that youmay have, and policies oflendinginst^^^
concerning the type ofbusiness you operate. This estimate does not include any finance charge, interest, or debt
service obligation.
^Total Estimated Initial Investment. The total listed above does not include compensation for your time
or labor or any return on your investment. Your costs will vary depending on sucb factors as: the location and
size ofthe Studio, bo^ closely you follow tbe System; your management and marketing skills, experience and
general business ability; and local and general economic and market conditions, including disposable income.
You should review these figures carefr^llywithabusinessadvisor(such as an accountant) before making any
commitments. In preparing the figures in this chart, we relied on tbe experience of: (i) the two (2) AKT Studios
open and operating; (ii) the experience ofour sister brands in developing other fitness concepts and information
related to their respective studio investment costs; and (iii) current estimates behave received from our Appr^^
Suppliers and other third party vendors
B. Development Agreement (3 Pac^)
TYPE OK AMOUNT METHOD - "WHEN DUE „ TO WHOM

EXPENDITURE' r
> OF _ f *4 ^ PAYMENT IS TO
} PAYMENT- * BE MADE
2
Development Fee $125,000 Lump sum, in At signing of Us
cash, certified the
check or bank Development
wire Agreement.
Initial Investment to Open $296,600 to $437,500 See Chart A of this Item 7.
Initial Franchised
3
Business
TOTAL ESTIMATED $421,600 to $562,500 i^.Thisisthe total estimated'initial investment to enter
i N I c f M L INVESTMENT * * ' ' ' , into a Development Agreement for the right to own a
- -f^" * ' !* '' - 1" . total of three Franchised Businesses, as well as^the
T
m costs to open-and commence operating your initial
: Franchised,Business for therfirst three months (as
- described more fully in Chart A of tins Item ,7)1 See
^ \ . /. ^ '. NoteS... ; :i
Notes to Table B in Item 7:

1
General. All amounts payable to us are nonrefundable, unless otherwise noted. Amounts payable to
suppliers/vendors are refunded according to arrangements you make with the vendor, if any. These figures are
estimates of the range of your initial costs in the first three months of operating the initial Franchised Business
you are granted under your Development Agreement only.
18
^DevôpmemFe^ TheDevôpment Fee is non-refund
greyer detail in frem5ofrhisOiseiosureDoenmen4 and this Develops
a total ofthreeFranehisedBusinesses(providedyoneomply withyonrdevelopmentobl^
Development Agreements Ifyou ehooset^
will be calculated as followsî)$12^000forthe right to open t h r e e s
tbe right to open each additional A^TStudio(uptoatotal of five^(ii) $3^000 per
open and operate between six and nine Francbised Businesses; and (iii) $3^000 per Francbised B u s ^
agree to open and operate lOor more Franchised Businesses.
3
Initial Investment Btbr First Franchised Business This figurerepresents the total estimated initial
investment required to open tbe initial FranchisedBusinessyouagreedtoopen and operate underthe Development
Agreement You will berequiredtoenter into our then-current tormof franchiseagreement tor theinitial
Francbised Business you open under your Development Agreement, most likely once you have IbundaFremises
for the business that we approve.The range includes all tbe items outlined in Chart^.A of tbis Item, e x c e p t s
the$49,500Initial FranchiseFee(becauseyou are not requiredtopay any Initial FranchiseFee tor those
Franchised Businesses you open under tbe Development Agreement). It does not include any oftbe costs you will
incur in opening any additional Franchised Business(es)that you are granted the right to open and operate under
your Development Agreement.
RESTRICTIONSONSOURCESOFPRODUCTS AND SERVICES
You must operate all aspects ofyour Francbised Business in strict contormitywith tbe methods, standards
and specifications of our System. Cur methods, standards, and specifications will be communicated to you in
writing through our confidential Manuals and other proprietary guidelines and writings that we prep
use in connection with tbeFranchised Business and System.We may periodically change our System standards
and specifications from time to time, as we deem appropriate or necessary in our sole discretion, and you will be
solely responsible tor costs associated with complying witb any modifications to the System.
Approved Products and Services
You may only market, offer, sell and provide the Approved Services, as well as any related merchandise
and other products that Franchisor authorizes for sale in conjunction witb tbe Approved Services(the"Appr^^
Products") at your Franchised Business inamanner that meets our System standards and specifications Wewill
provide youwithalist ofour then-current Approved Products and Services, along withtbeir standards and
specifications, as part of the Manuals or otberwise in writing prior to tbe opening of your Franchised Busm^
Wemayupdateormoditythis list in writingat any time
Ifyouwish to ofler any product orservicein your Franchised Business other than our Approved Products
andServices,oruseanyiteminconnection with your Franchised Business thatdoes not meetour System
standards and specifications, then you must obtain ourprior written approval as described more fi^^
Approved Suppliers
We bave the right to require you to purchase any items or services necessary to operate your Francbised
Business fromasupplier that we approve or designate(each,an"Approved Supplier"),which may include us or
our affiliate(s).We will provide you withalist of our Approved Suppliersinwriting as part of the Manu^
otherwise in writing, and we may update or modity this list as we deem appropriate
Currently,we have Approved Suppliers forthe following items that you must purchase in connection with
the establishment andôr operation ofyour Franchised Business: (i)Cpening Retail Inventory; îi) the Initial
Package; (iii) the AKT University tbat your instructors must complete to become Authorized AKT 1^^^
19
©^8AKTF^hi^LLC
Ô^F^nchêDôsure Document
(andreêdmaâ^^v)^
(vi)msu^ncecov^g^(v^
U m v e r s i ^ ^ o o u n s ^ to review and negofiate^
"PCS System") and then-eurrentsofrârewe require you to nsem
Studio Currentiy,we and our affiliates: (i)aretheoniyApprovedSupp^
InitiaiFFE Package ( i n e i u d i n g S i g n a g e ^ G ^ ^
instructors with the AKT University otherthanafranehised Studio
capable of providing the AKT University training as partof that Studio^sAppro^^^
Wemay developproprietaryproductsfbruseinyourpranchisedBusiness, includingprivate-lahel

products that hear our Marl^, and require you to purchase these items from us or our affiliate(s).
Ifyouwishtopurchaseaproductorservicethatwerequireyoutopurchase from an Approved Supplier

fromanalternate source, then you must ohtain our pôr written approval as outlined mor^
may provide our standards and specifications for our Approved Products and Services directly to our Approved
Suppliers, and may provide these standards and specifrcations to an alternative supplier you propose i f ^
approve the supplier in writing as outlined mo
our prescribed foôfnon-disclosure agreement with respect to any confidential informafi^^
Except as provided above in this frem:(i) neither we nor any of our affrliates are an Approved Supp^^^^
fr^r any items you are required to purchase in connection witb your Pranchised Business; and (ii)non^
officers own an interest in any of our Approved Suppliers otber than us.
We reserve tbe right to designate us or any of our affiliates as an Approved Supplier witb respect to any
otber item you must purchase in connection with your Pranchised Business in the future.
Required Purchases and Rigbt to Derive Revenue
The products or services we require you to purcbase or lease from an Approved Supplier, or purch^
lease in accordance with our standards and specifications, are referred to collectively as your "Required
PurchasesB^Weestimatethafyourrequired purchases, purchases from Approved Suppliers and purchase
meet our specifications in total will be about 70%-95% of your total purchases to establish the S^
15%D50% of your purchases to continue tbe operate
not include the lease payments that you makeinconnection with your premises
Weand our affiliates reserve the rightto derive revenue from any ofthe purchases (items or services)^
ourSystem franchiseesarerequiredtomakeinconnection withthePranchised Business As wehavejust
commenced offeringfranchisesas ofthe f^^^
ourfranchisees^ required purchases inapast fiscal year.
Non ApprovedProduct^Service and Alternate Supplier Approval
Wemay,but are not obligated to, grant your request to: (i) offer any products or services in connection
with your Pranchised Business that are not Approved Products and Services; or (ii) purchase any item or service
we require you to purchase from an Approved Supplier from an alternative supplier.
f f you wish to undertake either of these actions, you must request and obtain our approval in writing
before: (i) using oroffering the non-approved product or service in connection with your Pranchise
(ii) purchasing fromanon-approvedsupplier^You must pay ourthen-current supplier or non-a^
evaluation fee when submitting your request, as well as cover our costs incurred in evaluating your r^^
may ask you to submit samples or information so that we can make an informed decision whether the goods,
equipment, supplies or supplier meet our specifrcations and quality standards. In evaluatingasupplier thatyou
20
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Ô^F^nchiseOôsÔocum^
propose to u ^ we consider not only tbe
and delivery eapabibty,overall business r e p ^
yon propose witbaeopy of our tben-enrrent specifications for any prodnet(s) you wisb tbe suppliers
provided tbe supplier enters intoaconfidentiality and non-disclosure agreement in tbe lorrnw
also inspectaproposedsupplier^sfacilities and test its products andôr services, and request tbat you reimburse
our actual costs associated witb tbe testingînspection.
We will notify you in writing witbin 30 days afrer we receive all necessary information andôr complete
our inspection ortesting to advise you if we approve or disapprove tbe proposed item andôr supplier. Tbe criteria
weuse in approving or rejecting new suppliers is proprietary,but we may(altbougb are not required to^mak^
available toyou uponrequest. Eacbsupplier tbat we approvemustcomply witb our usual and customary
requirements regarding insurance, indemnification and non-disclosure. Ifwe approve any supplier,we will not
guarantee your perfbrmanceofany supply contractwitbtbatsupplierunderany circumstances.Wemay r e ^
andôr revoke our approval ofasupplier or item at any time and for any reason to protect tbe best interests and
goodwill of our System and Marks.Tbe revocation ofapreviously approved product or alternative supplier is
effective immediately wben you receive written notice from us ofrevocation and, following receiptof our notice,
you may not place any new orders fortbe revoked product, or witb tbe revoked supplier.
Purcbasmg Cooperatives and Rigbt to Receive Compensation
Wemay, wben appropriate, negotiate purchase arrangements, including price terms, witb designated and
Approved Suppliers on bebalf of tbe System.Wemay establish strategic alliances orpreferred vendor programs
witb suppliers that are willing to supply some products, equipment, or services to some or all ofthe Studios in our
System Ifwe doestablish those typesofalliances orprograms, we mayî) limit the numberofapproved suppliers
withwhomyou may deal;(ii) designate sources tbat you must use for some or allproducts, equipment and
services; and (iii) refuse to approve proposals from franchisees to add new suppliers i f w e believe that approval
would not be in the best interests oftbe System.
WeandBor our affiliate(s)may receive payments or otber compensation from Approved Suppliers or any
other suppliers on account of these suppliers^ dealings witb us, you, or other Franchised Businesses in the Sys
such as rebates, commissions or other forms ofcompensation. We may use any amounts that we receive from
suppliers for any purpose that we deem appropriate.Weandôr our affiliates may negotiate supply contracts w
our suppliers under which we are able to purchase products, equipment, supplies, services and otber items ata
price tbat will benefit us and our franchisees.
We reserve the right to create additional purchasing cooperatives in tbe future Wemay negotiate volume
purchase agreements with some vendors or Approved Suppliers forthe purchase ofgoods and equipment needed to
operate the Studio
Franchisee Compliance
When determining whether to grant new or additional franchises,we consider many factors,including
yourcompliancewithtberequirementsdescribedinthisftem^ You do not receive any further benefit asaresult
ofyour compliance with these requirements.
Insurance
You are obligated to obtain andmaintain,atyoursoleexpense, all ofthe insurance coverages thatwerequire.
Your policy or policies must be written by an insurance company licensed in the state in which you operate the
Studio The insurance company must have at least an"A"Rating Classification as indicated inAM.Best^sKev
Rating Cuide^ in accordance witb standards and specifications set forth in the Manual The standards may vary
21
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20t8Fôchise Disclosure Document
depending on the size of your Studio
in your area, hut we typieaiiy require: the ^
Coverage Minimum Lim^s of Coverage

Cenerat Aggregate ÔÔOO
Produets^Compieted Operations Aggregate $5^00,000
Personal and Advertising injury $1,000,000
EaehCeeurrenee $1,000,000
Participant Legal Liahility $1,000,000
Professional Liability $1,000,000
Employee Benefits Liability (per employee) $1,000,000
Employee Benefits Liability(aggregate) $2,000,000
Damage to Rented Premises (per oeeurrenee) $1,000,000
Medical Expense(any one person) $5,000
Cther current insurance requirements include: (i)"ALL RISK" orspecialfi^rm property coverage of n o ^
current replacement cost ofthe $tudio^sequipment,fix^
sufficient in the amount to restore tbe Studio to tulloperations(withglass coverage no less thanah^
and sign coverage no less tbanalimitof$10,000 in addition to equipment,fixturesand leasehold improvements);
(ii) Business interruption insurance with coverage tor at least twelve(12)months tor ac^^
usingavehicle in connection witb your Studio operations. Auto Liability (Hired and ôn-owned autos)witha
$1,000,000 Combined Single Limit Each Accident tor Bodily Injury and Property Damage; and (iv) Employment
Practices Liability withalimit no less than$l,000,000 per claim and$I,000,000 aggregate per l o c a t i o n s
retention may not exceed$l,000).
All insurance policies must name us and any ofour affiliates as additional insured parties
Audio Visual and Computer Equipment
Vou must purcbaseacomputer system, including computer hardware, software, pointofsale system,
inventory control systems, tablet(s) and high-speed net^
well as the audio visual equipment, including speakers, cabling, mounts and other related equipment(collec^
the"Audio Visual Equipment"), thatwespecify.Thecomponentpartsofthe Audio Visual Equipmentand Computer
System must be purchased ftom us, except for third-party software which must be licensed directly ftom thea
designated vendor If we require you to use anyproprietary software orto purchase any software ftomadesignated
vendor, you must sign anysoftware license agreementstbatwe orthe licensorofthe software require and anyrelated
software maintenance agreements. Lhe Computer System is described in more detail in I t e m l l o f this Disclosure
Document
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22
118 AKT Franchise, LLC
ITEM 9
FRANCHISEE'S OBLIGATIONS
This table lists your principal obligations under the franchise and other agreements. It will help
you find more detailed information about your obligations in these agreements and in other items of the
Disclosure Document.
Section in Disclosure
. Section in Franchise
Obligation Development Document
. . Agreement .
Agreement Item
a. Site Selection and Sections 1.2,6.1,6.2, 7.2 Section 8 Items 11 and 12

acquisition/lease and 7.3 of Franchise
Agreement
b. Pre-opening Sections 6.1, 6.2, 7.2, 7.3 Section 8 Items 5, 7 and 8
purchases/leases and 8.4 ofFranchise
Agreement
c. Site development and Sections 6.1, 6.2, 7.1 and Section 3 Items 6, 7 and 11
other pre-opening 7.3 of Franchise
requirements Agreement
d. Initial and ongoing Sections 5.7 and 6.3 of Not Applicable Items 6, 7 and 11
training Franchise Agreement
e. Opening Sections 2.2 and 6.9 of Section 3, Exhibit B Item 11
Franchise Agreement
f Fees Sections 3.2.F., 5, 9.1 and Section 9 Items 5 and 6
14.2 of
Franchise Agreement
g. Compliance with Sections 1.2,2.2, 4.2, 6.4, Section 3 Item 11
standards and policies 6.6, 6.7, 7.1,7.3,7.4, 8.7
/ Operating Manual and 9.3 ofFranchise
Agreement
h. Trademarks and Sections 1.1,4, 12.1, 15.1 Section 13 Items 13 and 14
proprietary and 15.3 ofFranchise
information Agreement
i. Restrictions on Sections 1.3, 2.1,2.2, 7.1, Not Applicable Items 8 and 16
products/services 8.1 and 8.4 ofFranchise
offered Agreement
j . Warranty and Section 8.3 ofFranchise Not Applicable Not Applicable
customer service Agreement
requirements
k. Territorial Sections 1.3 and 8.8 of Section 1, 3, and Item 12
development and sales Franchise Agreement Exhibit B
quotas
I. Ongoing Sections 8.4 and 10.3 of Not Applicable Items 8 and 11
product/service Franchise Agreement
purchases
23
Section in V Disclosure .
Section in Franchise
Obligation Development * Document
Agreement
Agreement Item
m. Maintenance, Sections 3.2.D. and 7.4 of Not Applicable Items 6 and 17

appearance and Franchise Agreement
remodeling
requirements
n. Insurance Section 10.4 ofFranchise Not Applicable Items 6, 7 and 8
Agreement
o. Advertising and Sections 5.6 and 9 of Not Applicable Items 6 and 11
Marketing Fund Franchise Agreement
p. Indemnification Section 11.2 of Not Applicable Item 6
Franchise Agreement
q. Owner's participation/ Sections 8.3 and 8.6 of Section 7 Item 15
management/staffing Franchise Agreement
r. Records and reports Sections 10.1 and 10.3 of Not Applicable Item 11
Franchise Agreement
s. Inspections and audits Sections 8.2 and 10.2 of Not Applicable Items 11
Franchise Agreement
t. Transfer Section 14 of Franchise Section 16 Items 6 and 17
Agreement
u. Renewal Section 3.2 of Franchise Not Applicable Item 17
Agreement
v. Post-termination Sections 13.1 and 15.3 of Sections 14, 15 Item 17
obligations Franchise Agreement
w. Non-competition Sections 12.2 and 13 of Section 11 Item 17
covenants Franchise Agreement
x. Dispute resolution Section 16 of Sections 21, 22 Item 17
Franchise Agreement
ITEM 10
FINANCING
We do not offer direct or indirect financing for any amount due under the Franchise Agreement or
Development Agreement. We do not guarantee your note, lease or any other obligation.
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24
ITEMll
F^NCHISORÂSS^TANCÂ^
Except as h ^ e d h ^ o ^ we are not reqm^
A. PreOnening Assistance
FranchiseAgreement
Bctbre you open the Studio

1 Wewill provide youôr, if you arc an entity,your Designated Ope^^^
Manager (ifappointed) with the respective initial training that such individuals
prior to opening your Franchised Business Wewill typically provide the InitialTraining^
designatedtraineeswithintheÔdays preceding your Studio opening^hut that timing will he subject tothe
availahility and schedules of our trainingpersonnef Wewill provide this InitialTraining Program at our corporate
headquarters or other training facility we designated
in connection with your Studious descrihedmoretullyhelow in this Item underthe heading^Tr^^
Agreement, Section^PriortoopeningyourStudiowewillalso provide AKTUniversityat
ownedStudiotbrthoseinitial instructorsthatwishtohecomeAuthorizedAKT^
Services at your Studio, provided you orthe instructorpayourthen-current AKT UniversityTm
$1,500 per trainees Other than the training ohligations set forth in Itemll,you will he respond
training all other Studio employees
2. i f t h e Authorized Location tor your Studiohasnotheenidentified at thetime the Franchise

Agreement is signed,we will work with you to designateageographical area within which you must secure an
Authorized Locationfor your Studio (^Designated Market Area"). (Franchise Agreement,^
also comply with our ohligations with respect to site selection assistance and site approval as set tbrth mor^
helow in this Item under the heading ^Site Selection Assistance and Time to Open."
3. Prior to you attending your required initial training,we will loan you one copy of the Manual,
which contains mandatory and suggested specifications, standards and procedures The Manual is confidential
and remains our property. We may modify the Manual. ^Franchise Agreement, Section64).TheTahle of
Contents of the Manual is attached to this Disclosure Document as Exhibit L.The Manual currently consists o
approximately 94 pages.
4. Within 30 calendar days ofexecutionofyourPranchise Agreement, we will provide you(through

the Manualor otherwise) with specificationstbrthelayout and design of the Studio (Franchise Agre
Sections62,71and73)
5 Within 30 calendar days of executionofyourFranchiseAgreement,we will provide you(through

the Manual or otherwise)withalist of fitness equipment and gear,standard fixtures, fi^rnisbings, supplies, and
signs to be used in the Studio, as well as certain other Required Items andalistofApproved Suppliers (Franchise
Agreement, Section 6.6)
Wewill provide you with the initial FPL Package"âs described in more detailinitem5of this
DisclosureDocument),including the costof shipping. You willbe independently responsiblefor arranging
installation and payingathird party contractor the associated costs.Currently, the items comprising
FPL Package are purchased directly from us, but we reserve the right to designate another approved supplier in
our sole discretion.We do not provide written specifications for the items comprising the initial PPL
other than those descriptions tbat are included in the Manual
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20t8FranchiseDiôsu^ Document
6 Wewill ficenseyoutheuseof our traded
7. Wewill consult and advise you on the adverfislug, marked

the grand opening ofyour Studio, as described more fully helow in t ^
69and9^
8 If you enter a Development Agreement, we will designate your Development Area.

(Development Agreement, SectionlandExhihitA)
B. Site Selection Assistance and Time to Oncu
^ ^ ^ ^ ^ ^ ^ ^ ^
You must assume all costs, liabilities, expenses and responsihility in connection witfr(i)lo^^^^
anddevelopingaPremises^ryourFranchisedBusiness;and(ii)constructing,equipping,remodelingan^
building out thePremisesfor use asaPranchised Business, allin accordance withour System standards and
specifications. Ifthe AuthoriêdLocationforyourStudiohasnotbeenidentifiedatthetimet^^
issued, we will assign youaDesignated Market Area as previously disclosed in this Item. ( ^
Sectionslândl^
Wemay provide you witbî) our currentwritten site selectionguidelines, to the extentsuchguidel^^^
in place, and any other site selection counseling and assistance we determine is appropriate; and (ii) tbe con^^
information ofany local real estate broker tbat we have an existing relationship with and tbat is famiba^
confidential site selection/evaluation criteria, ifwe lôw any sucb brokers in or around tbe D e s i ^
you are assigned (Franchise Agreement, Sectionsl2,1.3 and 6.1).We do not generally own the premises that
System tranchisees use tor tbeir Studio
Our guidelines for site selection may require tbat you conduct, at your expense, an evaluation of the
demographics ofthe market area for the location.ldeally,the Authorized Location of your S ^
national-tenant, anchoredcommercial retail center that meetsour then-current requirements for population
density, demographics,available parking,trafficfiow and entrance/exit from tbe site. Our sta^
offering assumesaStudio size ofapproximately2,000 square feet. You are solely responsible for obtaining all
required construction/build-out licenses and ensuring the Premises comply With all local ordinan^
codes (Franchise Agreement, Sectional).
If you locateasite, we will approve or disapprove of the site within 30 days after we receive any and all
reasonably-requested information regarding your proposed site ftom you (Franchise Agreement, Section 1.2)
Weuseasoftware program to evaluate the demographicsofamarket area forsite selection approval, ifwe cannot
agree onasite, we may extend the time for you to obtainasite, or we may terminate the Francbise Agreement
We must also have the opportunity to review and approve/reject any lease or purchase agreement fora
proposedlocationbefbre you enter into such an agreement. Wemayconditionourapprovalonanumherof
conditions, including^ (i) the inclusion of the terms outlined in Section7.2of the Franchise Agre^
5totheFranchise Agreement in the lease fbrthe location; and (ii)receivingawritten representation^^
of the Premises that you will have the right to operate the Studio, including offering and s e l l i n g s
Products and Services, throughout the term of your Franchise Agreement. (Franchise Agreement, Sections 2.2(^^
and7.2,and Exhibit 5)
Youmust secure anAuthorized Location that we approve within s i x ^ ) months of executingyourPranchise

Agreement for tbat Franchised Business or we may terminate that Franchise Agreement. (Franchise Agreement
Sectionl2)
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20t8FranchiseDiô5oreDooume^
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
Wewill authorizeôpemng of y ^
fulfille^(ii)allrequiredpre-opening f i n i n g hasbeeneo^^ including A K T U n i v e ^ i t y t h ^ m u ^ b e
completed b y a t l e ^ s i x ^ A n t h o r i z e d AKT Instructor to be ^
Studio, (iii) all amounts due us bave been p a i d , ^
and all otber required documents bave been received by us, and(v) all permits bave been approved (Francbise
Agreement, Sections54,57,63and 104)
Tbe typical lengtboftime between tbe signing oftbe Francbise Agreement and tbe time you open your
Studio is approximately tbree(3)tosix(6)montbs.Your total timeframe may be shorter or longer depending on t^^
time necessary to obtain an acceptable Premises, to obtain financing, to obtain tbe permits and licenses^
construction and operation oftbe Francbised Business, to complete construction orremodeling as it may be afreet
by weather conditions, shortages, delivery schedules and otber similar factors, to complete tbe interior and ex^^
oftbe Franchised Business, including decorating, purchasing and installingfixtures,equipment and signs, and
complete preparationfr^roperating the Francbised Business, including purchasing any inventory or supplies needed
prior to opening.
You are required to open your Franchised Business within six (6) months of executing your Franchise
Agreement, but we may agree in writing to provide you with an additional three (3) months to open your Studio i f
you (a) have already secured an approved premises tor your Studio, and (b) are otherwise making diligent and
continuous efforts to buildout and otherwise prepare your Franchised Businessfr^ropening throughout tbe s i x ( ^
month period following the execution ofyour Franchise Agreement Ifyou do not open your Studio within the time
period set fr^rthintheFrancbiseAgreement,we will bave tbe option to terminate your Franchise Agreement.
(Francbise Agreement, Sectionsl.2 and 2.2).
T ^ ^ ^ ^ ^ B ^ ^ ^ ^ ^ B ^ ^ ^ ^
If you have entered intoaDevelopment Agreement to open and operate three (3) or more Franchised
Businesses, your Development Agreement will includeaDevelopment Schedule containingadeadline by which
you must have each ofyour Franchised Businesses open and operating. (DevelopmentAgreement,FxbibitA) We
will approve sites for additional Franchised Businesses developed under your Development Agreement using our
then-current site selection criteria.
C Our Obligatiuns During tbe Oneratiuu of tbcFraucbised Business
Except as listed beiow^ we are nut required tn provide yuu witb any assistance.
During the operation oftbefranchisedbusiness^
1. Wewill specify or approve certain equipment and suppliers to be used in tbe franchised business
(Francbise Agreement, Sections 6.6 and71)
2. Wewill provideadditionaltrainingtoyouandanyofyourpersonnel at your request, subject to

the availability of suitable trainers, i n c l u d i n g ^
instructors of your Studio so they can provide that Approved Services as an Authorized AKT lnstructor,and/or
(b)anyMasterTminingyou request and we determine appropriate to provide to o n e ( l ) o f your Authorized AKT
Instructors that has demonstratedahigh proficiency in providing the Approved Services You are responsihle for
any and all tees and costs associated with such additional trainm^
expenses (Franchise Agreement, Sections)
3. Ifyou do not obtain and maintain appropriate insurance coverage, we may procure the coverage
27
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20t8FranchiseDiôsureOooumeot
on your behalf Wewill pass tbe cost onto you, (Franebise Agreement, Section l O ^ D . )
4 Wemay institute various programs for auditing customer satisfaction and/or otber qua
measures (Francbise Agreement, Section 8.2),
5, Wewill maintain and administer tbe marketings

fully under tbeÂdvertising and Marketing" beading below (Francbise Agreement, Section^l^
D Adverting and Marketing
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
You are responsible for local marketing activities to attract members to your Studio, Werequireyouto
submit samples of all advertising and promotional materials (and any use of tbe Marks and/or otber forms of
commercial identification)for any media, including tbe lnternet,World Wide Web or otherwise You must first
obtain our advanced written approval before employing any form ofco-branding,oradvertising witb others
products or services, (FranchiseAgreement, Sections)
You must strictly follow the social media guidelines, code of conduct, and etiquette as set forth in the
Manual regarding social media activities. Any use ofSocial Media by you pertaining to the Studio must be in
good taste and not linked to controversial, unethical, immoral, illegal or inappropriate content You will promptly
modify or remove any online communication pertaining to the Studio that does not comply witb the Franchise
Agreement or the Manual,(Franchise Agreement, Sections.3)
As part of your material obligations under your Francbise Agreement, you must expend at least$l,500
per month on marketing and advertising materials that we approve in connection with the promotion of your
StudiowithinyourDesignatedTerritory(yourôcal Advertising Requirement").Upon our
provide us with an accounting ofyour monthly expenditures associated with your Local Advertising Requirement,
along with invoices and other relevant documentation to support those expenditures. Flease be advised that the
Local Advertising Requirement is only tbe minimum amount you must expend each month, and we encourage
you to expend additional amounts on the local promotion ofyour Studio.Weare not required to spend any amount
on advertising within your DesignatedTerritory,
As of the Issue Date, we have not yet establishedalocal or regional advertising cooperative and we have
not created any advertising council composed of franchisees,Wemay,in tbe future,decide to form one or more
associations and/or sub-associations of AKT Studios to conduct various marketing-related activities on a
cooperative basisâ^CoOp"). Ifone or more Co-Dps (local,regional and/or national) are formed covering your
area, then you mustjoin and actively participate. All Studios in the designated area may be required to c o n t r a
such amounts as are determined from time to time by such Co-Cp.Lach participating Studio will bave one vote
in making decisions ofthe Co-op, but in order to vote tbe Studio must be in good standing, and all decisions will
be subject to our approval. We have the right to establish reasonable proceduresfor calling and conducting
meetings, notices to the participants, and other procedural matters, and will make any governing documents, i f
anyexist,availahletoyouuponrequest (FranchiseAgreement, Sections)
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
In addition to the LocalAdvertising Requirement, you will be required to expendaminimumofSl5,000

in connection witb the opening oftbe Franchised Business You may be required to expend all or some portion of
these lunds on products/services received from an Approved Supplier we designated or approve, and all materials
used in connection with your grand opening campaign must be approved by us ifnot previously designated for
use. Weexpecttbatyouwilltypicallyberequiredtoexpendtheseamounts in the 30-60 days prior to opening
and in the 30day period following opening (Franchise Agreement, Sections,2).
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7 ^ ^ ^ ^ ^ ^ ^
We reserve the right and imend to e s t ^

DiseiosnreDoenment to promote the hrand, Proprietary Marks, Systems
we determine appropriate in onrdiseretiomWhen we estahiishsnehaPnnd, we may req^^
Contribution eaeh payment period amounting to np to two percent (2%)ofthe Gross Saies of your Praneh^
Business. Franchisor will give Franchisee sixtyÔ) days^ written notice hetore the Pund is estahhsh
regards to any increase in your Fund Contribution.(Franchise Agreement, Sections^.5 and^.i).
Tbe MarketingFund wiii be administered hyus once estabiished as we deem appropriate.With tbat said,
we may aisoestabbshamarketingtundcommittee^tbe^MFG") to help advise on matters related to tb^
Pund. In the event we estabbsh tbe MFC, the MarketingFund will still be administered by us witb the MFC serv^
in an advisory capacity only The Marketing Fund will be maintained and operated by us to meet the costs of
conducting regional and national advertising and promotional efforts, otber brand development a c t i v i ^
related teclôlogy used to implement the tbregoing (i.e., digital marketing p l a t f b ^
determine beneficial to the SystemTbe MFC,if established, will serve in an advisory capacity only.Wewilldfr^
all public relations, advertising and promotions witb sole discretion over the message, creative concepts, mater^^^
and media used in the programs and the placement and allocation thereof Webave the power to form,change or
dissolvetheMarketingPundandBorMFC. Wewill pay for these activities from theMarketingFund The
Marketing Fundcontributions may beused for traditional anddigital advertising activities, such as website
development, social media, public relations, advertising campaigns (television, radio, print or other m
other promotions which will raise awareness ofthe AKT brand.(Franchise Agreement, Sections 6.8 and^.l).
Weare not obligated to ensure tbat Marketing Fund activities or dollars are spent equally,onapro rata
basis,either onyourStudio,or all Studiosinanarea. Abrief statement regarding the availability of AKT
franchises may be included in advertising and other items produced using theMarketingFund, but we will not
otherwise use theMarketingFund to pay tor franchise sales or solicitations
Reasonable disbursementsfromthe Marketing Fund willbe made solely for the paymentofexpenses
incurred in connection with the general promotion oftbe Marks and theSystem,including the cost offormulating
developing and implementing advertising and promotional campaigns; and the reasonable costs of administering
the MarketingFund,including accounting expenses and the actual costs ofsalaries and fringe benefits paid to ou^
employees engaged in administration ofthe MarketingFund.TheMarketingFund is notatrust or escrow account,
and we have no fiduciary obligations regarding the Marketing Fund. Weare not required to audit our Marketing
Fund expenditures,but we reserve tbe right to do so and cover tbe costs associated withthe audit from tbe
MarketingFund. Ctherwise, w e w i l l prepareandmakeavailabletoour franchisees, uponrequest,abasic
accounting of the Marketing Fund fbragiven fiscal year after 120 days have passed since that year end. Any
company-ownedor affiliate-owned Studios wemayopenwillcontributetotheMarketingFund at therate
provided in our Franchise Disclosure Document Should the advertising contribution for the System dec^^^
any time, we have the right to reduce our contribution from company-owned or affiliate-owned Studios to the rate
specified for franchised locations.
Weare not requiredto spend all MarketingFund contributions in tbe fiscal year they are received.
You agree to participate in all Marketing Pund programs. The Marketing Fund may furnish you with
marketing, advertising and promotional materials; however,we may require that you pay the cost of producing,
shipping and handling for such materials.
Tbe Marketing Fund was not in existence during the fiscalyear ended on December31,2017or on the
issuance date of this Disclosure Document, and consequently no contributions or expenditures were made to
disclose at this time.
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E. Training
Initial Training and Programs
Prior- to opening your Franchised Business, you must ensure that: (i) you or your Designated Operator
completes the Owner/Operator Module of the initial training program described below, which will typically last
approximately three (3) business days at our corporate headquarters in Costa Mesa, CA or another training facility
we designate (most likely in California); (ii) your Designated Manager (if appointed) attends and completes the
Designated Manager Module described below; and (iii) at least six (6) of your initial instructors satisfactorily
complete AKT University Module 1 and become Authorized AKT Instructors able to provide the Approved Services
at your Studio in accordance with System Standards (and that all corresponding AKT University Tuition fees are
paid prior to such training being provided). While there is no specific deadline by which you must complete the
applicable module(s) of our initial training, the foregoing training must be satisfied to our satisfaction prior to
opening your AKT Studio. (Franchise Agreement, Section 6.3).
Authorized AKT Instructors may provide the Approved Services immediately upon satisfactorily
completing AKT University Module 1, however to remain in good standing all Authorized AKT Instructors must:
(i) complete the remaining modules that are part of AKT University (described below) within six (6) months of
completing AKT University Module 1; and (ii) must subscribe (and remain subscribed) to our ongoing subscription
service which will deliver newly developed choreography, workouts, modalities, techniques and other content that
will be required to provide the Approved Services. Failure to comply with either ofthese requirements will disqualify
the instructor from providing any of the Approved Services.
In the event you are the owner of multiple Studios or otherwise wish to appoint a third-party individual to
manage the day-to-day operations of your Franchised Business, then that Designated Manager must complete the
Designated Manager Module described below and be approved by us before assuming any management
responsibility at your Franchised Business. (Franchise Agreement, Sections 5.7 and.6.3). We do not charge a tuition
or training fee for you or your designated trainees (the Designated Operator and, if appropriate, Designated Manager)
to attend their assigned training program module(s) below, provided these individuals attend prior to the opening of
your Studio. You will be responsible for the costs and expenses associated with these individuals attending this initial
training. (Franchise Agreement, Section 5.7).
Our primary initial training programs as of the Issue Date of this Disclosure Document are described below,
certain portions of which may be provided via online, remote instruction via webinar or similar learning management
system:
TRAINING PROGRAM(S)
I. Owner/Operator Module (to be completed by Franchisee or Operating Principal)
r
'" •""" . ".• • . ;. ' Owher/Operator Module ' . . \ zT' ".-'^
Hours of • f. . •; : • . «
Hours of t ""'"
Subject % : . Classroom graining
On-The-Job . . , *». ..y . 'Eocatibii',., j-ij I'Zi.i
/.^L: ^ Training
tr_,. _ - r ^ in
At our corporate headquarters
/i
History and Philosophy 1 0
Costa Mesa, CA.
At our corporate headquarters in
Real Estate 2 0
Costa Mesa, CA.
Construction 1.5 0
Costa Mesa, CA.
Expectations and At our corporate headquarters in
Obligations I 0 Costa Mesa, CA.
30
Studio and Equipment At our corporate headquarters in
Set- Up and Support 1 0 Costa Mesa, CA.
AKT Class 0 1 Costa Mesa, CA.
Products 1.5 0 Costa Mesa, CA.
Intro to Studio At our corporate headquarters in
Management Software 1.5 0 Costa Mesa, CA.
Sales and Operations 3.5 0 Costa Mesa, CA.
Finance 3 0 Costa Mesa, CA.
Staffing and HR Support 1 0 Costa Mesa, CA.
Marketing 3 0 Costa Mesa, CA.
Training Re-Cap and At our corporate headquarters in
Summation 1 0 Costa Mesa, CA.
Test 1 0 Costa Mesa, CA.
TOTAL HOURS FOR
OWNER/OPERATOR 22 1
MODULE
II. Designated Manager Training Module (if applicable)

^ ,' , , ' / ' : Designated Manager Training Module * , ,* /
1 ~ f '
Hours of
Hours of
Subject. On-The-Job •* K Location
Classroom Training
Training
Ingredients of a At our corporate headquarters in
Successful GM 1 0 Costa Mesa, CA.
Club Ready Software 3 0 Costa Mesa, CA.
Prospect Generation 2 0 Costa Mesa, CA.
Pre-Sale, Soft Open, and At our corporate headquarters in
Grand Open 1 0 Costa Mesa, CA.
Retail Sales 1 0 Costa Mesa, CA.
Teacher Training Sales At our corporate headquarters in
and Program 1 0 Costa Mesa, CA.
Sales Process: Demo At our corporate headquarters in
Classes and Memberships 4 0 Costa Mesa, CA.
Marketing 1
2 0 Costa Mesa, CA.
Private Training Sales 1 0 Costa Mesa, CA.
31
Sales: Roll-Play & At our corporate headquarters in
Agreement Write-Up 2 0 Costa Mesa, CA.
AKT Sample Class At our corporate headquarters in
1 0 Costa Mesa, CA.
"What Not to Do" At our corporate headquarters in
1 0 Costa Mesa, CA.
Comprehension Exam At our corporate headquarters in
1 0 Costa Mesa, CA.
TOTAL HOURS FOR
DESIGNATED 21 Not Applicable
MANAGER MODULE
I I I . A K T University
AKT Universitty: Module one (E appy Hour and Sweat Dream)
Hours
Hours of
of On-The-
Subject Classroom Location
Job
Training
Training
VIDEO TOPICS: Module one (Watch Prior to Day 1)
Brand Purpose/History/Elevator Online/Remote
0
Speech 15 minutes
Cert Program Goals 5 minutes 0 Online/Remote
Anna's Tips 5 minutes 0 Online/Remote
Class Descriptions 10 minutes 0 Online/Remote
Class Pillars 5 minutes 0 Online/Remote
Core Values 5 minutes 0 Online/Remote
Client Interaction 10 minutes 0 Online/Remote
Happy Hour Class Format 5 minutes 0 Online/Remote
Happy Hour Content Video 60 minutes 0 Online/Remote
Happy Hour Content Breakdown 30 minutes 0 Online/Remote
Happy Hour Follow Along Moves Online/Remote
0
Level 1 10 minutes
Happy Hour Plank Moves Level 1 5 minutes 0 Online/Remote
Science Behind AKT 10 minutes 0 Online/Remote
Anatomy Level 1 45 minutes 0 Online/Remote
Happy Hour Cueing Level I (purpose, Online/Remote
and cues for cardio and strength 0
content) 30 minutes
ClubReady (MBO) 30 minutes 0 Online/Remote
Social Media 15 minutes 0 Online/Remote
Anatomy Level 2 60 minutes 0 Online/Remote
Happy Hour Follow Along Moves ' Online/Remote
0
Level 2 10 minutes
Happy Hour Plank Moves Level 2 10 minutes 0 Online/Remote
Cueing Level 2 (additional cues for Online/Remote
0
cardio and strength content) 15 minutes
Happy Hour Musicality 30 minutes 0 Online/Remote
AKT Style 30 minutes 0 Online/Remote
32
AKT Vibe (before class setup, mic, Online/Remote
0
lights) 30 minutes
Sweat Dream Box Safety 5 minutes 0 Online/Remote
Sweat Dream Anatomy Level 3 45 minutes 0 Online/Remote
Sweat Dream Band Form 5 minutes 0 Online/Remote
Sweat Dream Cardio Moves 15 minutes 0 Online/Remote
Sweat Dream Common Online/Remote
0
Corrections/Modifications 25 minutes
Sweat Dream Strength Online/Remote
0
Content/Breakdown 15 minutes
Sweat Dream Introducing Power 15 minutes 0 Online/Remote
Sweat Dream Clean up/Care for Online/Remote
0
Boxes 10 minutes
Sweat Dream Class Format/Flow 15 minutes 0 Online/Remote
Sweat Dream Class Content 1 hour 0 Online/Remote
Sweat Dream How to Modify for Low Online/Remote
0
Impact Populations I5min
Total hours for Module one (Part 1)
Not
of AKT Certification Program 12 hours
Applicable
Only
AKT University Module one (Part 2) - 5 Day Live Workshop

Subject Hours of Hours of On Location
Classroom the Job
Training Training
Day 1: Ha jpy Hour
Introductions/Ice Breaker 0 30 minutes Option 1: Remote attendance at your
Studio
Option 2: AKT Corporate Office in
Costa Mesa, CA or Studio nearby
Option 3: Hosted at your Studio
Review Video Material 0 60 minutes Option 1: Remote attendance at your
Studio
Trainees take Happy Hour Class 0 60 minutes Option 1: Remote attendance at your
Studio
Break 0 60 minutes Option 1: Remote attendance at your
Studio
Breakdown of Warmup/Plyos/Follow 0 15 minutes Option 1: Remote attendance at your
Along Studio
33
Breakdown of Lower Body/Cardio 1 0 15 minutes Option 1: Remote attendance at your
Studio
Breakdown of Upper Body/Cardio 2 0 15 minutes Option 1: Remote attendance at your
Studio
Breakdown of Core/Cool Down 0 15 minutes Option 1: Remote attendance at your
Studio
Instructor leads Follow Along/Cueing 0 30 minutes Option 1: Remote attendance at your
Workshop Studio
Studio
Trainees Teach Back Follow Along in 0 120 minutes Option 1: Remote attendance at your
5-15 minutes Sections (with feedback) Studio
Review 0 15 minutes Option 1: Remote attendance at your
Studio
Total hours for Module one (Part 2) Not Applicable 7.5 hours
Day 1 Only
Day 2: Happy Hour "Teach-Backs"

Trainees take Happy Hour Class 0 60 minutes Option 1: Remote attendance at your
Studio
Studio
Instructor leads Strength/Cueing 0 30 minutes Option 1: Remote attendance at your
Workshop Studio
34
Trainees Teach Back Strength, in 0 90 minutes Option 1: Remote attendance at your
rotation (with feedback) Studio
Studio
Trainees Teach Back Strength, in 0 90 minutes Option 1: Remote attendance at your
Break 15 minutes Option 1: Remote attendance at your
Studio
Instructor leads Style Workshop 0 30 minutes Option 1: Remote attendance at your
Studio
Trainees Teach using Style, in 0 90 minutes Option 1: Remote attendance at your
Studio
Total hours for Module one (Part 2) Not Applicable 8.5 hours
Day 2 Only
Day 3: Happy Hour "Teach-Backs"

Group Warmup 0 15 minutes Option 1: Remote attendance at your
Studio
Anatomy Pop Quiz 0 30 minutes Option 1: Remote attendance at your
Studio
35
Review Pop Quiz 0 15 minutes Option 1: Remote attendance at your
Studio
Instructor leads Class 0 30 minutes Option 1: Remote attendance at your
Intro/Lighting/Music Studio
Style Workshop 2 0 30 minutes Option 1: Remote attendance at your
Studio
Studio
Trainees Teach Back Full Class in 0 90 minutes Option 1: Remote attendance at your
Sections Studio '
Studio
Option.2: AKT Corporate Office in
Trainees Teach Back Full Glass in 0 90 minutes Option 1: Remote attendance at your
Sections Studio
Option 3 : Hosted at your Studio
Studio
Instructor Leads Hip Hop Workshop 0 30 minutes Option 1: Remote attendance at your
Studio
Trainees "teach back" Hip Hop in 5- 0 90 minutes Option 1: Remote attendance at your
• 15 min sections Studio
36
Total hours for Module one (Part 2) Not Applicable 8.5 Hours
Day 3 Only
Day 4: Sweat Dream

Trainees take Sweat Dream Class 0 60 minutes Option 1: Remote attendance at your
Studio
Studio
Sweat Dream Class Basics 0 15 minutes Option 1: Remote attendance at your
Studio
Costa .Mesa, CA or Studio nearby
Option 3.: Hosted at your Studio
Breakdown of Warmup/Interval 1 0 15 minutes Option 1: Remote attendance at your
Studio
Breakdown of Interval 2 0 15 minutes Option 1: Remote attendance at your
Studio
Breakdown of Interval 3 0 15 minutes Option 1: Remote attendance at your
Studio
Breakdown of Interval 4/Cool Down 0 15 minutes Option I : Remote attendance at your .
Studio
Instructor Leads Sweat Dream Cueing 0 30 minutes Option 1: Remote attendance at your
Workshop Studio
Break 0 60 minutes Option 1Remote attendance at your
Studio
Trainees Teach Back Cardio Combo 0 120 minutes Option 1: Remote attendance at your
in 5-15 min sections Studio
37
Studio
Trainees Teach Back Strength in 5 0 120.minutes Option 1: Remote attendance at your
min sections Studio
Studio
Total hours for Module one (Part 2) Not Applicable 8.5 Hours
Day 4 Only
Day 5: Sweat Dream "Teach-Backs"

Trainees Teach back Full Sweat 0 120 minutes Option 1: Remote attendance at your
Dream Class in Sections Studio
Studio
Trainees Teach Back Full Sweat 0 60 minutes Option 1: Remote attendance at your
Dream Class in Sections Studio
Studio
f
Instructor Leads Sweat Dream 0 30 minutes Option 1: Remote attendance at your
Anatomy Workshop Studio
Trainees Teach Back Full Sweat 0 60 minutes Option 1: Remote attendance at your
Dream class in Sections Studio
38
Studio
Final Review/Next Steps for 0 60 minutes Option 1: Remote attendance at your
Certification Studio
Total hours for Module one (Part 2) Not Applicable 7 Hours
Day 5 Only
AKT University: Module 2 (Part 1) (AKTone)

Hours Hours of On-
Subject of Classroom The-Job Location
Training Training
VIDEO TOPICS: Module 2 (Watch Prior to Da]/ to in person training)
AKTone Content 5.5 hours 0 Online/Remote
AKT University Module 2 (Part 2) - AKTone In-Person Workshop

Subject Hours of Hours of On the job Location
Classroom Training
Training
Total Hours 6.0 Option 1: AKT
Training Center
AKT University: Module 3 (Part 1) (4Play)

Hours Hours of On-
Subject of Classroom The-Job Location
Training Training
VIDEO TOPICS: Module 3 (Watch Prior to Da;i to in person training)
4Play Content 5.5 hours 0 Online/Remote
AKT University Module 3 (Part 2) - 4Play In-Person Workshop

Subject Hours of Hours of On the job Location
Classroom Training
Training
Total Hours 6.0 Option 1: AKT
Training Center
AKTrainer Certification Evaluation
For each workout modality, trainees are encouraged to take 3 Classes, either in-studio or online, and
teach 2 Practice Classes each week for 1-3 weeks before they teach their evaluation. Evaluation consists
of teaching a full class, with at least 2 class participants. Submissions must be recorded, and will be
reviewed by AKT Master Trainer for approval. Trainees must also pass a comprehensive written exam
that can be taken through the Online Learning Portal.
39
^n^hanTyficki and sarnie G o l ^
program Ah of onr initial trainers
instruction on and have worked at one ofthe original AKT locations since 201^Wenor^
training monthly as needed, hut we reserve the right to change this schedule hased on
availahility ofour instructors, Our primary instruction is through hands-on training, videos, the Manual and other
instructional materials we prepare specifically for o^
hem, Wemay substituteotherinstructorstoprovidecertainpartsof the different initial trainingmodules
described in this Item 11,hut these individuals willhave all completed the appropriate portion of thelnitial
Training Program on which they provide instruction.
^ - ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
Around the time you first open your Studio,we may send one(l)or more representatives to your Studio
to(a) provide assistance and recommendations regarding your opening and initial operations, and/or(h)provid^
additional or refresher training associated with the Owner/Operator Module and/or AKT Universe
appropriate in our discretion, If we determine to provide such on-site assistance, it willtypicah^
husiness days, and we reserve the right to charge our then-currentTraining Tee
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
Wemaypermityoutoprovidethe AKT University at your Pranchised Business as part ofyour Approved

Services, provided you employ or otherwise engage an Authorized AKT Instructor that has met our then-current
criteria to serve asaMasterTrainer of the AKT UniversityBWe may modify the AKT University in any manne
we deem appropriate in the Manuals or otherwise in writing. (Pranchise Agreement, Section 6,3) As ofthe 1^^
Date ofthis Disclosure Document, the AKT U n i v e r s i t y ^
the intellectual property and training materials associated with the AKT University training, a^^
$1,499 retained hythe franchisee or affiliate ownerofthe Studio at which the AKT Universitytrainingi^
(theÂ^TUniversityStudioRemuneration") You may provide AKT University at your Studio
connection with training new instructors fr^r your Studio/another franchised S t u d i o , o r a s a s e r v i c e o f ^
customers of your Studio^withoutemployingaMasterTrainer,however you will herequiredtopaythe
applicable hourly rate plus all travel and related expenses to haveaqualifiedMasterTrainer come to your Studio
and lead AKT University.Your ability to ofterAKT University in this manner is sulêct to the available
MasterTrainers willing and able to travel to your Studio and provide AKT University
^ ^ ^ ^ B ^ ^ ^ ^ ^ ^ ^
We may also provide, and require that you (and your Designated Operator and Designated Manager, as
appropriate)attend, up to five(5) days of additional training each year at our designated training tacili^
not charge any training tee in connection with such training that we require you to attend (Pranchise Agreements
Section63) Wemay also require you to attend certain training as part ofthe actions you must take to cure certain
defaults under your PranchiseAgreement("RemedialTraining"), and we reserve the right to chargeyou
currentTraining Pee in connection with such Remedial Training (Pranchise Agreement, Section 6.3).
You may request that we provide certain additional or refresher training to you, either at one ( l ) o f our
designated training facilities or on-site at your Pranchised Business We reserve the right to charge y^^
currentTraining Pee based on the numher ofdays of such training that we provide at your request (regardless of
location) (Pranchise Agreement, Section 6.3),
You will be responsible for the costs and expenses associated with you and your designated personnel
attending any such additional training describedm^
40
©20ÂKTF^^LLC
20l8FranchiseDÔ5ore Document
p. Computer System-Hardware and Software
You must acqmreacomputerforu^

system is mûdedmthesubheadmgÂudioVisuâud Computer Eq^^
reeord ah ofyour receipts, expenses,mvoiees, member lists, elass and employee seh^
information promptly in tbe computer system and use tbe software tbat we specify or otherwise approve
Currently,tbe approved and required sofrware forusem
management program used for class scbeduling, processing member credit and debit card payments, keeping your
business records and generating business reports,among otber tbings. At tbis time,we have approvedno otber
compatible program but we reserve the rigbt to do so at our sole discretion If tbe approved supplier tor tbe
required sofrware changes, you must migrate your operations to the new required software at our direction. The
details oftbese standards and requirements will be described in the Manual or otherwise in writing and may be
modified in response to changes in marketing conditions, business operating needs, or technology. (Franchise
Agreement, Sections5.4,56andl0.3).
You must allow our approved supplier to upgrade the proprietary database configuration oftbe required
software for the computer in your Studio as we determine necessary. Our approved supplier may provide you
periodic updates to maintain the sofrware and may chargeateefr^r preparing the updates and maintaining the
sofrware. There are no limitations on tbefrequencyand cost ofthe updates. The system is designed to enable us
to have immediate, independent access to the information monitored by tbe system, and there is no contractual
limitation on our independent access or use ofthe information we obtain. (Franchise Agreement, Sections54
103)
You must purchase or lease, and thereafrer maintain, such computer hardware and sofrware, dedicated
high speed communications equipment and services, dedicated telephone and power lines, modem(s), speakers,
and other computer-related accessories or peripheral equipment as we may specify, tor tbe purpose of, among
other functions, recording Studio sales, scheduling classes, and otherfrinctionsthat we require. You must provide
such assistance as may be required to connect your computer system witbacomputersystem used by us Wewill
have the right, on an occasional or regular basis, to retrieve such data and information from your computer system
as we, in our sole and exclusive discretion, consistent with consumer privacy laws, deem necessary Youmust
operateyour computer system in compliance withcertainsecurity standards specifiedby us, which may be
modified at our discretion from time to time. In view ofthe interconnection of computer systems andthe necessity
that sucb systems be compatible with each other, you expressly agree that you will strictly comply with our
standardsandspecificationsforallitem(s)associated with your computer system, and will otherwise operate your
computer system in accordance with our standards and specifications (Franchise Agreement, Sections54and
103)
Toensure full operational efficiency and optimal communication capability between and among computer
systems installed byyou,us, and other AKTfranchisees, you agree, at your expense, to keep your computer
system in good maintenance and repair, and following our determination that it will be economical or otherwise
beneficial to the System to promptly install such additions, changes, modifications, substitutions and/or
replacement to your computer hardware, sofrware, communications equipment and services, telephone and power
lines, and other computer-related facilities, as we direct.
Wereserve the right to require you to update or upgrade any computer hardware or sofrware during tbe
term of thefrancbise, andif we chooseto do so,there are no limitations on the cost and frequency of this
obligation TheapproximatecostoftheComputerSystemincludingacomputerortabletcomputer,hardwareand
software is approximatelySl,200 to S2,000.There is no initial fee to obtain the sofrware. Tbe approximate cost
ofany annual maintenance upgrades or updates or maintenance support contracts varies widely from SO to S800,
which does not include the business management sofrware fee of around per month or, i f imposed, the
Performance Sofrware Fee ofSlÔ per month The cost ofthe Computer System is included in the subsection
"AudioVisualandComputerFquipment"setforthinhem7,andarepartofthelnitialFFF Package disclosed in
41
©20ÂKTF^^LLC
20t8F^chiÔi5^Ôocum^
hem^Weêrvetherighttoim^^
inconnecfion therewith We have no ^
and any sueh ohligations would he those ofthe software iieensors
ITEM^
TERRITORY
Eranehise Agreement: Authorised EoeatiuuaudDesiûatedTerrôry
You will operate theStudioataspeeifteloeationapprovedhyus(referredtoasyour"Authorized

Loeation^.Onee you have secured your Authorized Eoeation, we will provide youaOesignatedTerritor^
which you will have certain protected rights. Your OesignatedTerritorywilleontainamax^^
which will he approximatelyatwo-mile radius around your
metropolitan downtown area or similarly situated/populated central husiness district (a central Business
Districts If your Studio is located inaOentral Business District, your Designated^
people hut may he limited toageographic area comprised ofanywhere ftomaradius of two hlocks to two miles
around your Studio, as we deem appropriate in our discretion The size of your DesignatedTerritory may vary
from the territory granted to otherfranchiseeshased on the location and demographics surrounding your Studio.
The boundaries of your DesignatedTerritory may he described in terms ofzip codes, streets, landmarks
(both natural and man-made)or county lines, or otherwise delineated onamap.The sources we use to determine
the population within your DesignatedTerritory will be pubhcly available population infr^rmation^^
publishedbytheD.S.OensusBureauorothergovemmentalagenciesandcommercialsources).). Except in cases
where you areîn default ofyour lease, ifyour Studio is open and operating and you are not in default ofany
provisions of your Franchise Agreement, you will he permitted to relocate your Studio toanew location within
tbe boundaries of your DesignatedTerritory,subêct to the prior written consent and approval ofFrancbisor
Ifyou have been grantedaDesignatedTerritory,neitber we nor our affiliates will operate or establish,or
authorise anotherAKT franchisee to operate or establish,aStudio within your DesignatedTerritoryFor^
reason, your DesignatedTerritory is deemed "exclusive" under applicable franchise disclosure laws (but please
note our reserved rights described later in tbis Item).
You DesignatedTerritory will not be modified by Franchisor for any reason solong as you are not in
default ofyour Franchise Agreement
Except as expressly providedinthe Franchise Agreement, you have no right to exclude, control or impose
conditions on the location,operation or otherwise ofpresent or future Studios, using any ofthe other brands or
Marks that we now, or in the future, may offer,and we may operate or license Studios or distribution channels of
any type, licensed, franchised or company-owned, regardless oftheir location or proximity to tbe premises and
whether or not they provide services similar to those that you offer. You do not have any rights with respect to
other and/or related businesses, products and/or services, in which we may be involved, now or in tbe future
While you and other AKT Studios will be able to provide the Approved Services to any potential client
that visits or otherwise reaches out to your Studio, you will not be permitted to actively solicit or r e c r u i t e r
outside your Designated Territory, unless we provide our prior written consent. Likewise, other System
franchisees are not permitted to solicit and/or recruit prospective clientele within your DesignatedTerrito^ You
will not he permitted to advertise and promote your Franchised Business via advertising that is directed at those
outside your DesignatedTerritory without our prior written consent,which we will not unreasonably withhold
provided(a)the area you wish to advertise in is contiguous to your DesignatedTerritory,and(b)that area has not
beengranted to any third party in connection with an AKT Studio(or Development Agreement)of any kind
Wemay choose, in our sole discretion,to evaluate your Studio for compliance with the System Standards
42
©20t8AKTF^^LLC
ÔfFranchise Disclosure Document
using various methods (ineiudiug^hut not limited to, inspections, field service visits, surveillance camera
monitoring, member comments/surveys, and secret shopper reports). You must meet minimum standards tor
cleanliness, equipment condition, repair and frmction, and customer service. Your employees, including
independent contractors, must meet minimum standardstbrcourteousness and customer service. (Franchise
Agreement, Section88A)
Unless waived hy Franchisor due to unique market conditions, Franchisee mustmeetacert^^

Monthly Gross Revenue Quota tfFranchisee tails to achieve and maintain average monthly gross revenues of
$30,000 bythe l^year anniversary of the opening ofthe Studio and average monthly g ^ ^
bytheendofthe 2^year anniversary and eachsucceeding year thereafter, Franchisor may instituteaco^
training program and/orrequireFranchisee to perform additional local marketing. IfFranchisee tails to meet the^
Minimum Monthly Gross Revenue Quotaft^r36 consecutive months at any time during the ter^
Agreement, Franchisor may institute a mandatory corrective training program or terminate the Franchise
Agreement upon notice to you.
Devetunment Agreement
Ifyou are granted tbe right to open three or more Franchised Businesses under our tormofDevelopment
Agreement, then we will provide you withaDevelopment Area upon execution of this aêement.The size of
your Development Areawillsubstantially vary ftomotherSystemdevelopersbasedom (i) tbenumberof
Franchised Businesses we grant you the right to open and operate; and (ii) the location and demography
general area where we mutually aêe you will be opening these locations The boundaries of your Develops
Area may be described in terms of zip codes, streets, landmarks (both natural and man made) or county lines^
otherwise delineated onamapattachedto the Data Sheet.
Fach Franchised Business you timely open and commence operating under our then-current form of
franchise agreementwill be operated: (i)fromadistinctsite located w i ^
its own DesignatedTerritorythat we will define once the sitefr^rthatFranchisedBusiness^hasbeen approved.^
will approve sites for additional Francbised Businesses developed under your Development Agreement usi^^^
then-current site selection criteria^
We will notown or operate, or licenseathird party the right to own or operate,aStudio utilizing t^^
Marks and System within the DevelopmentAreauntil the earlierof(i) the datewe define the Design^^^
of the final Franchised Business you were granted the right to operate under the Development Agreemen^^
the expiration or termination ofthe Development Agreement fr^r any reason. Your Development Area
exclusive during this time period.
Upon the occurrence of any one oftheeventsdescribed in the preceding paragraph, yourterritori^^
within the Development Area will be terminated, excep
are continuously operating as ofthe date ofsuch occurrence will continue to enôy the territorial rig^
their respective DesignatedTerritories that were granted under the franchise agreement(s) you e n ^
those Franchised Business(es).
You must comply with your development ohligations under the DevelopmenLAgreement, including your
Development Schedule, in order to maintain your exclusive rights within tbe Development Area. If you do not
comply withyour Development Schedule, we may terminate your Development Agreement and any further
development rights you have under that agreement. Otherwise, we will not modi^ the size of your Developmem
Area except by mutual written agreement signed by both parties.
43
©20t8AKFF^h^LLC
2018FranchêOôsu^Dooument
Reserved Ri^rts
Weand our parenâffrhatesreserve the exclusiveright to conduct the tohowiugactivitiesunderthe

Franchise Agreement and/or Development Agreement^sappropriate^
third party the righttoestahhsh and operate, other Studios andFranchised Businesses using the
atanyiocationoutsideofyourDesignatedTerritory(ies)and,if apphcahle, Development Area; ( i i ) m a ^
and sell products and services that are similar to the products and services offered hythe Franchised Business
underadifferent trademark or trademarks at any location, within or outside the DesignatedTerrito^
applicable, the Development Area; (iii) use the Marks andSystem,as well as other such marks we designate, to
distribute any Approved Froducts and/or Services in ^
Territory(ies) and Development Area (including tbe Internet, mail order, catalog sales, toll-free numbers,
wholesale stores, etc),as further described below; (iv)to(a) acquire,merge with,be acquired by,^
affiliate witb, any otber company,and(b)have us oranysuccessor/acquiring entity own and operate, and francs
or license others to own and operate, any business of any kind, including,without limitation,any business that
offers products or services the same as or similar to the Approved Products and Services (but under different
marl^),within or outside your DesignatedTerritory(ies)and, if applicable, Development Area; and (v) use
Marks and System, and license others to use the Marks and System, to engage in any other activities not expressly
prohibited in your Franchise Agreement and, ifapplicable, your Development Agreement
Neither the Francbise Agreement nor Development Agreement grants you any right to engage in any of
tbe activitiesoutlined inthe preceding paragraph,ortoshare in anyof the proceedsreceivedby us, our
parent/affiliates or any third party from these activities, unless we otherwise agree in writi^^^ Further,wehave
no ohligation toprovideyouanycompensationforsohcitingoracceptingorders(viaalternatechannels of
distribution) within yourTerritory.
Internet Sales/AlternativeCbaunels of Commerce
Wemay sell products and services to members located anywhere, even ifsuch products and services are
similar to what we sell to you and what you offer at your Studio Wemay use the internet or alternative channels
ofcommerce to sell AKT brand products and services. You may only sell the products and services from your
approved Studio location, and may only use the internet or alternative channels ofcommerce to offer or sell the
products and services, as permitted by us, in orderto register members for classes. Wemay require you to submit
samples of all advertising and promotional materials(and any use ofthe Marks and/or other fbrmsof commercial
identification)forany media, including the Internet, World WideWeb or otherwise. Weretain the rightto approve
or disapprove ofsuch advertising, in our sole discretion. Any use ofsocial media by you pertaining to the Studio
must be in good taste and not linked to controversial, unethical, immoral, illegal or inappropriate content. We
reserve the right to ôccupy^ any social media websites^
theStudioonsuchwebsites/pages(e.g.,asystem-wideFacebookpage). At our request, you will promptly modify
orremove any online communication pertaining to the Studio that does not comply with the Franchise Agreement
or the Manual You are not prohibited from obtaining members over the Internet provided your Internet presence
and content comply with the requirements ofthe Franchise Agreement.
Additional Disclosures
Neither the Francbise Agreement nor the Development Agreement provides you with any right or option
to open and operate additionalFranchisedBusinesses(otherthan as specifically provided for in your Development
Agreementifyou are granted multi-unit development rights). Regardless, eachFranchised Business you are
granted the rightto open and operate must be governed by its own specific fon^ ofFranchise Agreement.
We have not established other franchisesor company-owned outlets oranother distribution channel
offering or selling similar products or services un^
presently intend to establish,other franchised or company-owned businesses that are similar to theFranchised
44
©20ÂKTF^^,LLC
Ôt^F^chiseDiôs^ Document
Business and that sell our Approved Products and Services under a different trade name or trademark, but we
reserve the right to do so in the future without your consent. Certain of our affiliates are involved with franchising
and other activities as previously disclosed in Item 1 ofthis Disclosure Document, and such affiliates reserve the
right to continue conducting franchising and other activities.
ITEM 13
TRADEMARKS
We grant you the right to operate a Studio under the following Marks; we may authorize you to use ancillary
Marks as well. The following Marks are owned by us and registered on the Principal Register of the United States
Patent and Trademark Office:
/' ' Mark : ' •: '". Registration No. Registration Date
AKT INMOTION 4,583,113 August 12, 2014
AKT 4,973,633 June 7,2016
We expect and intend to submit all affidavits and other filings necessary to maintain the registrations
above.
There are no presently effective determinations of the United States Patent and Trademark Office, the
Trademark Administrator of any State, or any court, nor any pending material litigation involving any of the Marks
which are relevant to their use in any State. There are no pending interference actions or opposition or cancellation
proceedings that significantly limit our rights to use or license the use of the Marks in any manner material to the
System. We have filed all required affidavits for the Marks and will continue to do so. None of the Marks'
registrations have come up for renewal at this point so we have not yet renewed any ofthe Marks' registrations.
You must follow our rules when you use the Marks. You cannot use our name or any ofthe Marks as
part ofa corporate name or with modifying words, designs or symbols except for those which we license to
you. You may not use the Marks in connection with the sale of an unauthorized product or service or in a
manner not authorized in writing by us. You must not use any other trade names or trademarks in the operation
of the Studio without first obtaining our written consent. You must not establish a website on the Internet using
any domain name containing the Marks or any variation thereof without our written consent. We retain the sole right
to advertise on the Internet and create a website using the Marks as domain names.
If it becomes advisable, in our sole discretion, for us to modify or discontinue use of any of the Marks, or
use one or more additional or substitute Mark, you must comply with our directions to modify or otherwise
discontinue the use of such Mark within a reasonable time after notice by us. We will not be obligated to
compensate you for any costs you incur in connection with any such modification or discontinuance.
You cannot seek to register, re-register, assert claim to ownership of, license or allow others to use or
otherwise appropriate to itself any of the Marks or any mark or name confusingly similar to them, except insofar
as such action inures to the benefit of Franchisor and has our prior written approval. Upon the termination or
expiration of the Franchise Agreement, you must discontinue use of the Marks, remove copies, replicas,
reproductions or simulations thereof from the premises and take all necessary steps to assign, transfer, or surrender
to us all Marks which you may have used in connection with the Franchise Agreement.
You must immediately notify us of any apparent infringement of or challenge to your use of the
mark. Although not obligated to do so, we will take any action deemed appropriate and will control any
45
hfigafionorproceedm^ You must coopers with any fifig^
ortheLtceuso^mightuudertake We wiii have the right, h u t ^
indemuifyyou for expenses or damages ifyou areaparty to an administrative or
any ofthe Marks,or suhêet to an unfavorable administrative orûdieiai determination
Wearenotawareofanypriorsuperiorrightsorinfringinguses that would materially affeet your use of

the Marks. But, there is alwaysapossihility that there might he one or more husinesses, similar to the husiness
covered hy the Franehise, operating in or near the area(s)where you may do husiness, usinganame, trademark
andBor trade dress similar to the Marks and with superior rights to the name and/or trademark. Westronglyurge
you to research this possibility, using telephone directories, local filings and other means, hefore
money,sign any documents or make any binding commitments. Ifyou do not research the possibility of other
trademarks in this business, you may be at risk.
There are no agreements currently in effect, which significantly limit our rights to useor license theuse
ofthe Marks.
ITEM^
PATENTS COPYRIGHTS AND PROPRIETARYINFORMATION
You do not receive the right to use any item covered byapatent or copyright, but you can use tbe
proprietary information in the Manual The Manuals are described in Item 11. I t e m l l also describes the
limitations on the use ofthe Manual by you and your employees
We have no registered copyrights, nor are there any pending patent applications that are material to tbe
franchise. However, we claimcopyrights on certainforms,advertisements,promotional materials, sofrware
source code and other Confidential Information as defined below
Therecurrentlyare no effective determinations of the Copyright Cffice(or any court regarding any of the
copyrighted materials. There are no agreements in effect which significantly limit our right to use or license the
copyrighted materials Finally,tbere are no infringing uses actually known to us that could materially affect your
use ofthe copyrighted materials in any state No agreement requires us to protect or defend any copyrights oryou
in connection with any copyrights
In general, our proprietary information includes "Confidential Information" as defined

theTranchise Agreement, some of whichiscontainedinourManual, and includes, among other things, all
information (current and future)relating
things, all: (i)manuals,training,techniques,processes,policies,procedures, systems, data and knowhow
regarding the development, marketing, operation and franchising ofthe Studios; (ii) designs,specificafi^
information about products and services and (iii) all information regarding members and suppliers,^
statistical and/or financial information and all lists. Wedisclose to you Confidential Information needed for the
operation ofan AKT franchise, and you may learn additional information during the term ofyour franchise. We
have all rights to the Confidential information and your only interest in the Confidential Information is t^^
to use it under your Franchise Agreement.
Both during and afrer the term ofyour Franchise Agreement, you must use tbe Confidential Information
only for the operation of your Studio underaFranchise Agreement with us; maintain the confidentiality of the
Confidential Information; not make or distribute, or permit to be made or distributed, any unauthorized copied
any portion of the Confidential Information; and (iii) follow all prescribed procedures for prevention of
unauthorized use or disclosure of the Confidential Information (Franchise Agreement, Sections)
We have the right to use and authorize others to use all ideas, techniques, methods and processes relating
to the Studio that you or your employees conceive or develop.
46
©^ÂKTôc^LLC
2018F^nchiseDiôso^ Document
You also agree to ft^y and p r o m p t
to thefranehisebusiness that are eoneeived or ^ Wewill haveaperpetual
right to use, and to authorize others to use, those ideas, ete without compensation or other obligation.
ITEMt^
OBLIGATIONTOPART^PATE
IN T H E A C T U A L O P E ^ T I O N OFTHE FRANCHISE BUSINESS
Under theFranehiseAgreement,we do not require,but do recommend, tbat you (or theDesignated

Operator) personally supervise the Studio.You may appointaDesignated Manager we approve to manage daily
operationsofyourStudio. We will not unreasonahly withhold our approvalof any Designated Manager you
propose, provided the individual has successfully completed the Dwner/Operator Module ofour initial
and, ifthat individual will be providing any Approved Services, AKT University.
Once approved, your Designated Manager may assist in the direct, day-to-day supervision ofthe
operations oftbe Studio,or to be the on-premises supervisor ifyou choose not to personally supervise the Studio.
If you areabusinessentity,your Designated Manager need not hold an ownership interest in the business to be
the on-premises supervisor.
You are solely responsihle for the hiring and management ofthe Studio employees, for the terms oftheir
employment and for ensuring their compliance with any training or otber requirements established by us You
will keep us advised, in waiting, ofany Designated Manager involved in the operation oftbe Studio and their
contact information.Your Franchised Business must, at all times,be managed by and staffed with at least one(l)
individual who has successfully completed the Owner/Operator Module or, i f appropriate, the Designated
Manager Module, of our fnitialTraining Program.
You and your managers and employees must comply with the confidentiality provisions described in ftem
14. You must executeapersonal guaranty concurrently with the signing ofthe Franchise Agreement. If you area
legal entity,having more than one owner,all owners, shareholders, partners,ôint venturers, and any otherperson
who directly or indirectly ownsa 10ô or greater interest in the franchised business must executeapersonal
guaranty.
ITEM 16
RESTRIOTIONSONWHATTHE FRANCHISEE MAYSEEE
You must offer for sale and sell, only and all those Approved Products and Approved Services and deal
onlywiththosesuppliers,thatweauthorizeorrequire,andhaveauthorized(SeeltemS).Principally,thisme^^^
you must purchase the amount and type ofequipment, including various equipment/supplies for use in connection
witb tbe provision of the Approved Services such as resistance bandsBstraps, interval training equipment,^
weights and otherexercise equipment, and offeronlythose types offitness and exerciseclasses tbat we authorize.
Failuretocomply with our purchasing restrictions may result in the termination of your Franchise Agreement
We may supplement, revise andBor modify our Approved Products and Services as we.deem appropriate from
time to time, as well as our System standards and specifications associated with the provision of tbese
products^services These changes willbe outlinedinour Manuals or otherwiseinwriting,and there are no
contractual limitations on our right to make these types of changes.
If we discontinue anyApproved Product or Service offered hythe Franchised Business, then you must
cease offering or selling such product^servicewithinareasonable time, unless such productBservice represents
health or safety hazard (in which case you must immediately comply upon receipt ofnoticc from us). You may
not use the location ofyour Franchised Business for any other business purpose other than the operation ofyour
Franchised Business
47
ÔÂKTôohi^LLC
^8F^chiseDiôso^Dooum^
You may not advertise, offer for sale or sell, any products and/or services that we have not authorized.
We reserve the right to change the types of authorized products and services at any time in our discretion. You agree
to promptly undertake all changes as we require from time to time, without limit, except we will not require you
to thoroughly modernize or remodel the Studio any more often than once every five (5) years. You will not make
any material alterations to your Studio or its appearance as originally approved by us without our prior written
approval.
You must refrain from any merchandising, advertising, or promotional practice that is unethical or may be
injurious to our business and/or otherfranchisedbusinesses or to the goodwill associated with the Marks. Subject to
the conditions set forth above, we do not impose any restrictions with regards to the customers to whom you may
sell goods and services. (Franchise-Agreement, Section 4.2).
ITEM 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
A. Franchise Agreement
This table lists certain important provisions of the franchise and related agreements. You should
read these provisions in the agreements attached to this Disclosure Document.
:
; paragraph In
Provision- ? - ' Summary
-- Agreement
a. Length of the franchise Franchise Agreement: The term is 10 years from the date the Franchise
term Paragraph 3.1 Agreement is signed.
b. Renewal or extension of Franchise Agreement: You have the option to extend the term for two
term Paragraph 3.2 consecutive 5 year periods.
c. Requirements for renewal or Franchise Agreement: You have complied with all of the Franchise
extension Paragraphs 3.2, 3.3, and Agreement provisions; you are not in default of
3.4 the Franchise Agreement; you have brought the
Studio into compliance with our current
standards; you have given us notice of renewal
no less than 90 days nor more than 180 days prior
to the end of the initial term; you have signed a
then-current form of Franchise Agreement,
which may contain materially different terms
than the ones contained in your Franchise
Agreement; you have signed a general release in
substantially the form of Exhibit F to this
Disclosure Document; and you pay us a renewal
fee equal to $10,000.
d. Termination by franchisee Franchise Agreement: Not applicable.

Not Applicable
e. Termination by franchisor Franchise Agreement: The Franchise Agreement does not provide for
48
201 I Franchise Disclosure Document
Paragraph In
: •- Provision Summary
'"Ii - Agreement
without cause Not Applicable termination without cause.
f. Termination by franchisor Franchise Agreement: We may terminate the Franchise Agreement
with cause Paragraph 15.1 upon delivery of. notice to you i f you default
under the terms of the Franchise Agreement, as
further outlined below.
g. "Cause" defined - curable Franchise Agreement: The following constitute curable defaults: you
defaults Paragraph 15.IB fail to comply with the Performance Standards;
or refuse to make payments due and do not cure
within 10 business days; or fail to comply with
any provision of the Franchise Agreement not
otherwise mentioned in (h.) below or any
mandatory specification and do not cure within
the applicable cure period. Some defaults have 10
calendar day cure periods and some have 30
calendar day cure periods.
h. "Cause" defined- Francbise Agreement: The following events constitute non-curable
non-curable defaults Paragraph 15.1 A defaults: failure to properly establish and equip
the premises; failure to complete training; make
a material misrepresentation or omission in the
application for the franchise; conviction or plea
of no contest to a felony, or other crime or offense
that can adversely affect the reputation of you, us
or the Studio; make unauthorized disclosure of
confidential information; abandonment of the
business for 5 consecutive days unless otherwise
approved; surrender of control of the business;
unauthorized transfer; you are adjudicated
bankrupt, insolvent or make a general assignment
for the benefit of creditors; your misuse of the
Marks; failure on 3 occasions within any 12
consecutive month period, or 4 occasions in any
24 consecutive month period to pay amounts due,
or otherwise to comply with the Franchise
Agreement; violate any health, safety or
sanitation law or conduct your operation in a
manner creating a safety hazard; or violating the
rights and restrictions of your territory; operating
a competing business.
i. Franchisee's obligation on Franchise Agreement: Your obligations include: stop operations of the
termination/non-renewal Paragraphs 12, 13 and Studio; stop using the Marks and items bearing
15.3 the Marks; stop using the Marks in any form as
part of your corporate name; assign any assumed
names to Company; de-identify the premises
from any confusingly similar decoration, design
or other imitation of a Studio; stop advertising as
an AKT franchise; pay all sums owed; pay all
damages and costs we incur in enforcing the
49
Paragraph In
Provision - ;Sumniary J \ , : •' .'\
Agreement N
termination provisions of the Franchise

Agreement; return the Manual and other
confidential information to us; return all signs to
us; assign your telephone and facsimile numbers,
electronic mail and internet addresses to us; sell
to us, at our option, all assets of the Studio,
including inventory, equipment, supplies and
items bearing the Marks; and comply with the
covenants not to compete.
j. Assignment of contract by Franchise Agreement: We may sell or assign some or all of our business
franchisor Paragraph 14.6 to any subsidiary or affiliate of AKT, any
purchaser of AKT, or any purchaser ofthe Marks
and related business.
k. "Transfer" by franchisee Franchise Agreement: You may sell or assign your business, but only
definition Paragraph 14.1 with our approval. We have sole discretion over
whether to approve or disapprove an assignment.
1. Franchisor approval of Franchise Agreement: We have the right to approve all your transfers.
transfer by franchisee Paragraphs 14.1 and 14.2 We may place reasonable conditions on our
approval of any transfer.
m. Conditions for franchisor Franchise Agreement: You must be in compliance with all agreements,
approval of transfer Section 14.2 the Manual, all contracts with any party, and
transferee must assume all obligations under
these agreements; transferee meet our then-
current requirements and complete or agree to
complete our training program for new
franchisees; all sums due must be paid; all
obligations to third parties must be satisfied; the
Studio must be in full compliance with the
Manual and standards and specifications for new
AKT Studios; the transferee must satisfactorily
complete training; and the transferor must pay a
$10,000 transfer fee.
n. Franchisor's right to acquire None There is no right for us to acquire your Studio
franchisee's business except as outlined below.
o. Franchisor's option to Franchise Agreement: We have the option, exercisable by giving 30
purchase franchisee's Section 15.3.1. days' written notice to purchase any and all
business inventory, equipment, furniture, fixtures, signs,
sundries and supplies owned by you and used in
the Studio, at the lesser of (i) your cost less
depreciation computed on a reasonable straight
line basis (as determined in accordance with
generally accepted accounting principles and
consistent with industry standards and customs),
or (ii) fair market value of such assets, less (in
either case) any outstanding liabilities of the
Studio. In addition, we have the option to assume
50
Paragraph In
Provision Summary
Agreement
your lease for the lease location cf the Studio, or
if an assignment is prohibited, a sublease for the
full remaining term on the same terms and
conditions as your lease.
Death or disability of Franchise Agreement: Must be transferred within six (6) months.
franchisee Paragraph 14.4
q. Non-competition covenants Franchise Agreement: You must not be involved in: (i) any Competing
during the term of the Paragraph 13 Business (as defined in the Franchise
franchise Agreement); or (ii) any business that offers or
grants franchises/licenses, or establishes joint
ventures, for the operation of a Competing
Business.
Additionally, you must not (a) employ or seek to

employ any person employed by us or by any of
our other franchisees, or (b) otherwise directly or
indirectly induce or seek to induce such person to
leave his or her employment during the term of
the Franchise Agreement, without first obtaining
our consent and, if applicable, the consent of the
other System franchisee, or (c) otherwise take
action to divert business or clientele to any other
Competing Business.
Non-competition covenants Franchise Agreement: For a period of 2 years following the
after the franchise is Paragraph 13 expiration/termination of your Franchise
terminated or expires Agreement, you must not operate a Competing
Business: (i) at the Authorized Location; (ii)
within a 10 mile radius of (a) the Authorized
Location, or (b) any other Studio that is open,
under lease or otherwise under development as of
the date of termination/expiration.
Additionally, for a period of 2 years after

termination of the Franchise Agreement, you
must not shall not (i) solicit business from
customers of your former Studio, (ii) contact any
of our suppliers or vendors for any competitive
business purpose, or (iii) solicit any of our other
employees, or the employees of Franchisor's
affiliates or any other System franchisee, to
discontinue employment.
s. Modification of the Franchise Agreement: The Franchise Agreement can be modified only
Franchise Agreement Paragraph 19 by written agreement between us and you. We
can modify or change the System through
changes in the Manual.
t. Integration/merger clause Franchise Agreement: Only the terms of the Franchise Agreement are
51
Paragraph In
Provision Summary
Agreement
Paragraph 19 binding (subject to applicable state law) and may
only be modified to the extent required by an
appropriate court to make the Franchise
Agreement enforceable. Any representations or
promises outside of this Disclosure Document
and other agreements may not be enforceable.
Notwithstanding the foregoing, nothing in any
franchise agreement is intended to disclaim the
express representations made in this Disclosure
Document.
u. Dispute resolution by Franchise Agreement: You must first submit all dispute and
arbitration or mediation Paragraph 16 controversies arising under the Franchise
Agreement to our management and make every
effort to resolve the dispute internally.
At our option, all claims or disputes arising out

of the Franchise Agreement must be submitted to
non-binding mediation, which will take place at
our then-current headquarters (subject to
applicable state law). If the matter is mediated,
the parties will split the mediator's fees and bear
all of their other respective costs of the
mediation.
Except for our right to seek injunctive relief in

any court of competent jurisdiction and as
otherwise described above, any claim arising out
of or relating to the Franchise Agreement or the
relationship of the parties, and any controversy
regarding the establishment of the fair market
value of assets ofthe Studio will be resolved in
binding arbitration before a single arbitrator in
Orange County, California (subject to applicable
state law).
v. Choice of forum Franchise Agreement: Any action that is not subject to arbitration must
Paragraph 16.6 be brought in state or federal court in Orange
County, California (subject to applicable state
law).
w. Choice of law Franchise Agreement: The Franchise Agreement is governed by the
Paragraph 16.1 laws of the state of California without reference
to this state's conflict of laws principles (subject
to state law), except that any disputes or actions
involving any non-competition covenants,
including the interpretation and enforcement
thereof, must be governed by the law of the state
where the Studio is located.
52
B. Development Agreement
This table lists certain important provisions of the Development Agreement and related agreements.
You should read these provisions in the agreements attached to this disclosure document.
* .- ^ : ^\ * * " , %* 1
SECTION IN"; -
DEVELOPMENT
W^::- "
- ^ !\ «]":*ni^ 7' '
PROVISION AGREEMENT OR
SUMMARY ' >
OTHER ^ i * . - - -
, AGREEMENTS
a. Length of the term of the Section 1(B), Exhibit B The Development Schedule will dictate the
Development Agreement amount of time you have to open a specific
number of franchises, which will differ for each
Developer and will be specified in Exhibit B of
the Development Agreement.
b. Renewal or extension of the term Not Applicable Not Applicable
c. Requirements for developer to Not Applicable Not Applicable
renew or extend
d. Termination by developer Not Applicable Not Applicable
e. Termination by franchisor Not Applicable Not Applicable
without cause
f. Termination by franchisor with Section 14 We may terminate your Development
cause Agreement with cause as described in (g)-(h) of
this Item 17 Chart.
No default under the Development Agreement

shall constitute a default under any franchise
agreement you have entered into with us, unless
your acts or omissions also violate the terms and
conditions of that agreement. Failure to comply
with any material term or material condition
imposed by a franchise agreement executed in
connection your Development Agreement will
constitute grounds for us to default you under
your Development Agreement.
g. "Cause" defined - curable Section 14(B) We may terminate your Development
defaults Agreement after providing notice and a 30-day
cure period (unless a different cure period is
specified below) if: you fail to meet the
Development Schedule; you fail to develop,
open, and operate each Studio and execute each
Franchise Agreement in compliance with the
Development Agreement; you misappropriate or
misuse the Marks or impair the goodwill of the
Marks or System; fail to make monetary
payment under the Development Agreement or
any Franchise Agreement to us or our affiliate,
and fail to cure within 14 days of receiving
written notice from us; fail to correct a deficiency
of a health, sanitation, or safety issue identified
53
SECTION IN
DEVELOPMENT
PROVISION AGREEMENT OR SUMMARY
OTHER
• AGREEMENTS
by a local, state or federal agency or regulatory
authority; or you fail to comply with any other
material term or material condition of the
Development Agreement or any Franchise
Agreement.
"Cause" defined - non-curable Section 14(A) We may terminate your Development
defaults Agreement automatically upon written.notice if:
you become insolvent or make a general
assignment for the benefit of creditors; file a
bankruptcy petition or are adjudicated bankrupt;
a bill in equity or appointment of receivership is
filed in connection with you; a receiver or
custodian of your assets of property is appointed;
a proceeding for a composition of creditors is
initiated against you; a final judgment is entered
against you and not satisfied within 30 days; i f
you are dissolved, execution is levied against
you; a suit to foreclose any lien or mortgage
against any of your Studios is levied; the real or
personal property of a Studio is sold after being
levied upon; you fail to comply with the non-
competition covenants of the Development
Agreement; you or your principal discloses the
contents of the Manuals or other confidential
information; an immediate threat or danger to
public health or safety results from the operation
of a Studio operated by you; you or your
Principal has made a material misrepresentation
in the franchise application; you fail on 3 or more
occasions within a one (1) year period to comply
with a provision of the Development Agreement;
or you fail to comply with the transfer conditions
of the Development Agreement.
i. Developer's obligations on Section 14(D), Section Upon termination, you have no right to establish
termination/ non-renewal 15 or operate any Studio for which an individual
Franchise Agreement has not been executed by
us and delivered to you at the time of
termination. All of your obligations under the
Development Agreement which expressly or by
their nature survive the expiration or termination
of the. Agreement (including the non-competition
covenants of Section 11), continue in full force
and effect until they are satisfied or by their
nature expire.
j. Assignment of contract by Section 16(A) We have the absolute right to transfer or assign
54
SECTION IN
DEVELOPMENT
PROVISION ; AGREEMENT OR ' SUMMARY .•
OTHER
L 'y ^. '.. AGREEMENTS ^r-
franchisor the Development Agreement and all or any part
of its rights, duties or obligations to any person
or legal entity without your consent.
k. "Transfer" by developer - Section 16(B) A transfer includes voluntarily, involuntarily,
defined directly or indirectly, assigning, selling,
conveying, pledging, sub-franchising or
otherwise transferring any of the rights created
by the Development Agreement or any
ownership interest in you.
1. Franchisor approval of transfer Section 16(C) We must approve all transfers, but we will not
by developer unreasonable withhold our approval if you meet
our conditions.
m. Conditions for franchisor Section 16(C) Our conditions for approving a transfer include:
approval of transfer all of you and your affiliates' money obligations
must be satisfied; you and your affiliates must
not be in material default of the Development
Agreement or any Franchise Agreement; you
must execute a general release in our favor; the
transferee must meet our then-current criteria for
Developers; the transferee must sign a written
assumption agreement assuming your liabilities
under the Development Agreement; you must
our then-current Transfer Fee; and you must pay
any referral fees or commissions that may be due
to any franchise broker, sales agent, or any other
third party.
n. Franchisor's right of first refusal Section 16(E). Except in certain circumstances (death/disability
to acquire developer's business or transfer from individual franchisee to business
entity), you must provide us with a period of 30
days to match any third-party offer to purchase
any ownership interest in the Development
Agreement. If we do not exercise this right, then
you will have 60 days to effectuate the transfer
to the third party that made the offer on those
exact terms - if the transfer does not occur or the
proposed terms of the offer change in any way,
then we will have another 30 days to exercise our
right of first refusal.
o. Franchisor's option to purchase Not Applicable Not Applicable
developer's business
p. Death or disability of developer Section 16(F) You will have a period of 90 days to find a
suitable legal representative that we approve to
continue the operation of your Franchised
55
SECTION IN
DEVELOPMENT ' . " . - 4 - .
OTHER
, AGREEMENTS
Business, provided that person completes our
training program and executes either a personal
guaranty or a new Development Agreement.
During this 90-day period, we may step in and

operate the Franchised Business on your behalf
and pay ourselves a reasonable amount to
reimburse our costs associated with this
operation on your behalf. We are not under any
obligation to step in and operate your business
during this period.
q. Non-competition covenants Section ! 1(B)(1) Neither you, your principals, guarantors, owners
during the term ofthe franchise or key employees, nor any immediate family
member of you, your principals, guarantors,
owners or key employees, may: (i) own, operate,
or otherwise be involved with. Competing
Business (as defined in the Development
Agreement); (ii) employ or seek to employ any
employees of us, our affiliates or any other
System franchisee/developer or induce such
persons to leave their employment; or (iii) divert,
or attempt to divert, any prospective customer to
a Competing Business.
r. Non-competition covenants after Section 11(B)(2) For a period of two (2) years after the
the franchise is terminated or termination/expiration/transfer of your
expires Development Agreement, neither you, your
principals, guarantors, owners, nor any
immediate family member of you, your
principals, guarantors, owners, may own, operate
or otherwise be involved with any business that
competes with us and is involved in the licensing
or franchising, or establishing of joint ventures
for the operation, of Competing Businesses.
For a period of two (2) years after the

Section 11(B)(3) termination/expiration/transfer of your Franchise
Agreement, neither you, your principals,
guarantors, owners, nor any immediate family
member of you, your principals, guarantors,
owners, may own, operate or otherwise be
involved with and Competing Business: (i)
within the Development Area; (ii) within a 40-
mile radius of your Development Area or any
other designated territory or designated area
licensed by us to a Studio as of the date of
expiration/termination of the Development
56
SECTION IN
DEVELOPMENT
OTHER
AGREEMENTS
Agreement through the date you attempt to
engage in any competitive activity prohibited by
this Section.
During this two-year period, these parties are

also prohibited from: (i) soliciting business from
customers of your former Studios; (ii) contacting
any of our suppliers/vendors for a competitive
business purpose; or (iii) soliciting any
employees of us, our affiliates or any other
System franchisee or developer to discontinue
their employment.
s. Modification ofthe Development Section 23(F) Your Development Agreement may not be
Agreement modified, except by a writing signed by both
parties.
t. Integration/ merger/clause Section 23(G) Only the terms of the Development Agreement
(and ancillary agreements) and this Disclosure
Document are binding (subject to state law). Any
representations or promises outside of the
Disclosure Document and this Agreement may
not be enforceable. Nothing in this Agreement or
any related agreement is intended to disclaim the
representations made in this Disclosure
Document.
u. Dispute resolution by arbitration Sections 22(A)-(C) You must first submit all dispute and
or mediation controversies arising under the Development
Agreement to our management and make every
effort to resolve the dispute internally.
At our option, all claims or disputes arising out

of the Development Agreement must be
submitted to non-binding mediation, which will
take place at our then-current headquarters. If the
matter is mediated, the parties will split the
mediator's fees and bear all of their other
respective costs of the mediation.
Except for our right to seek injunctive relief in

any court of competent jurisdiction and as
otherwise described above, arty claim arising out
ofor relating to the Development Agreement or
the relationship of the parties, and any
controversy regarding the establishment of the
fair market value of assets of the Studio will be
resolved in binding arbitration before a single
arbitrator in Orange County, California (subject
57
SECTION IN
DEVELOPMENT
PROVISION AGREEMENT OR ' T , y SUMMARY
OTHER
.. - 4 M'-îA:.^ „ 4 ' - AGREEMENTS „ . ( ^. .
to applicable state law).
v. Choice of forum Section 22(A) Any action that is not subject to arbitration must
be brought in state or federal court in Orange
County, California (subject to applicable state
law).
w. Choice of law Section 21(A) The Development Agreement is governed by the
laws of the state of California without reference
to this state's conflict of laws principles (subject
to state law), except that any disputes or actions
involving any non-competition covenants set
forth in any agreement with us, including the
interpretation and enforcement thereof, must be
governed by the law of the state where the Studio
is located.
Applicable state law may require additional disclosures related to the information in this Disclosure Document.
These additional disclosures appear in Exhibit G, entitled State Specific Addenda, to this Disclosure Document.
ITEM 18
PUBLIC FIGURES
We do not currently use any public figure or personality to promote the franchise.
ITEM 19
FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial
performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information,
and ifthe information is included in the disclosure document. Financial performance information that differs from
that included in Item 19 may be given only if (1) a franchisor provides the actual records of an existing outlet you
are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by
providing information about possible performance at a particular location or under particular circumstances.
In Part I of this Item, we disclose the average "Gross Revenue" generated from April 1, 2017 through March 31,
2018 (the "Measurement Period") by the only two (2) Studios that were open and operated (i) by the founder of
the AKT brand over the entire Measurement Period, and (ii) utilizing the mark AKT and certain System
components (the "Disclosed Studios"). Three (3) pop-up Studios that are operated by the founder of the AKT
brand on a temporary basis, and, accordingly, are closed for most of the year, were excluded from this Item 19.
The Disclosed Studios are operated using the Proprietary Marks and System and continue to be owned by founder
of the AKT brand. We and the owner ofthe Disclosed Studios expect and intend to enter into franchise agreements
that will govern the operation of these Studios once we are able to offer/sellfranchiseswhere the Disclosed Studios
are located.
In Part II of this Item, we disclose the Gross Revenue generated by each Disclosed Studio, as well as the cost of
sales and certain other operating expenses incurred by that Disclosed Studio, over the Measurement Period.
58
Accordingly, the financial performance representations contained in both Part I and Part I I ofthis Item 19 are
historical representations based on past performance of existing Studios. The following representations are based
on monthly profit and loss reports provided by the owners of the Disclosed Studios. No other Studios of any kind
were in existence during the Measurement Period.
Written substantiation for the financial performance representation will be made available to prospective
franchisees upon request.
Two company-owned Studios earned these amounts. Your individual results may differ. There is no
assurance that you'll sell as much.
Part I : Average Gross Revenue Amongst Disclosed Studios over Measurement Period
Average and Median Gross Total Number of Studios Number of Studios that Met or
Revenue Over Measurement Exceeded the Average
1
Period
$1,345,070.77 2 1
Explanatory Note to Part I of this Item 19
1. The term "Gross Revenue" means the total revenue generated by a given Disclosed Studio over the
Measurement Period, including all revenue generated from the sale and provision of any and all Approved
Services at, from, or otherwise through, that Studio. The term "Gross Revenue" does not include any
amount of revenue the Disclosed Studios may have generated by providing the AKT University (because
the Disclosed Studios did not offer and generate revenue from the provision of AKT University in the
manner contemplated in this Disclosure Document).
A description of the characteristics which distinguish the Covered Studios is set forth in the General Notes
to Item 19 below.
Part I I : Gross Revenue and Certain Operating Expenses Incurred by Each Disclosed Studio over the
Measurement Period
Covered Stud io No. 1 Covered Studio No. 2 Average and Median 7
% of %of %of
Total Total Total
Amount Revenue Amount Revenue Amount Revenue
1
Gross Revenue
$1,547,292.53 100% $1,142,849.00 100% $1,345,070.77 100%
Cost of Sales (COS) and Other Certain Operating Expense

2
Estimated Royalty
$108,310.48 7.00% $79,999.43 7.00% $94,154.95 7.00%
Cost of Sales - 3rd
Party Vendors $58,997.40 $29,171.57 2^% $44,084.49 3.2&%
Labor Expense $544,062.35 $457,547.97 40.04% $500,805.16 J7.Z3%
59
3
Rent $182,733.74 $293,875.47 217/% $238,304.61 77.72%
Merchant Account
4
Services $51,932.79 $33,982.42 2.P7% $42,957.61 179%
General Supplies $19,217.29 /.24% $18,345.07 /.<?/% $18,781.18 7.40%

Computer and Internet
Expenses $4,021.12 0.2^% $5,472.83 0.44% $4,746.98 0.1?%
Repairs and
Maintenance $4,278.25 $5,976.41 0.32% $5,127.33 0Jg%
Security $976.56 0.04% $1,239.57 0.//% $1,108.07 0.04%
Utilities $41,958.82 27/% $28,030.80 2.4j% $34,994.81 240%

Total of Certain
5
Operating Expenses $1,016,488.80 65.69% $953,641.54 83.44% $985,065.17 7124%
Total Revenue Less
Certain Operating
6
Expenses $530,803.73 3431% $189,207.46 16.56% $360,005.60 26.76%
Explanatory Notes to Part I I ofthis Item 19
1. Grass Revenue. The term "Gross Revenue" means the total revenue generated by a given Disclosed
Studio over the Measurement Period, including all revenue generated from the sale and provision of any
and all Approved Services at, from, or otherwise through, that Studio. The term "Gross Revenue" does
not include any amount of revenue the Disclosed Studios may have generated by providing the AKT
University (because the Covered Studios did not offer and generate revenue from the provision of AKT
University in the manner contemplated in this Disclosure Document).
2. Estimated Royalty. For each Disclosed Studio, the term "Estimated Royalty" means the Royalty Fee we
would have had to pay us over the Measurement Period if that Studio was owned by a franchisee and
governed by our current form ofFranchise Agreement, which would amount to seven percent (7%) of the
Traditional Revenue of that Studio over the Measurement Period.
a. It is important to note that the "Estimated Royalty" figures provided for each company-owned
Disclosed Studio in this Part II Chart are only an estimate. For clarification purposes, the
Disclosed Studios did not actually pay us this amount because they are not required to pay us any
Royalty in connection with operating these Studios. We included an Estimated Royalty in this
Chart for each Disclosed Studio amounting to seven percent (7%) that Studio's Gross Revenue
over the Measurement Period (i) because that is the amount you will be required to pay to us in
connection with the Gross Revenue you generate at your Franchised Business, and (ii) in a good
faith effort to provide you with an accurate picture of the type of expenses you might incur in
connection with your franchised Studio(s).
b. Under your Franchise Agreement, the Royalty described in Item 6 of this Disclosure Document
will only apply to your Gross Revenue. The amount payable to us, and the fee retained by you, in
connection with providing AKT University is not included in your Gross Revenue and will
accordingly not affect the amount of Royalties owed.
3. Rent. For each Disclosed Studio, the term "Rent" means the cumulative amount that Studio expended on
rent, common area maintenance and other amounts due under the lease for the premises of that Studio
over the Measurement Period. Please note that: (i) none of the Disclosed Studios received any "free rent"
60
or^êdrenôvertheMea^ Disclosed Studios
described in this Partllwere open for some fi^
noneof theselocations were requiredto pay their respectiveiandiord any securitydepositoro
amounts that might typically he due at the beginning ofalandlord-tenant relationship.
4. ^ ^ ^ ^ ^ ^ ^ v ^ ^ For each Disclosed Studio, the term "Merc^

amounts expended by that Studio over the Measurement Period on fees charged in connection witb credit
card processing by the designated software provider for the PDS System that is used by that Studio(and
which you are required to use in connection with your franchised Studio as of the Issue Date of tbis
Disclosure Document).
5. T ^ ^ ^ C ^ ^ ^ C ^ ^ ^ ^ ^
individual line items detailingspeciftc "cost of sales" and otheroperatingexpensesovertheMeasureme^^
Period,which are discussedmore fully in Explanatory Note Nos. Ithrougbâbove.ft is important to
notethatthisftguremaynotinclude(a)every single item tbat could be considered an "operating cost" of
theDisclosed Studios over theMeasurementPeriod,or(b)allthe costs ofgoods youmay incur in
connection with the operation of a newFranchised Business. Speciftcally, among those operating
costs/expenses that are not included under Certain Operating Expenses are those related to: (i) salary,
draw or other compensation lor the owner ofeach Disclosed Studio; (ii) meals and expenses incurred by
the owner in connection withpromotingtheDisclosedStudios;(iii)automobile/vebicle expenses (if
applicable);(iv)certaintaxesandrelated liabilities; (v)cell phone charges for the owner/manager
Disclosed Studios; (vi) recruiting initiatives (ifapplicable); (vii) fees tbat might be char^^
party provider in connection with payroll processing; (viii) certain legal andaccounting fees; (ix)
obtaining required permits and licenses; (x)adv^^
such as travel expenses, cleaning and/or uniform expenses. We strongly recommend that you speak to
your business advisors to identify all types of operating costs and expenses, including those related to
marketing and advertising your Franchised Business, and discuss them with your business advisor before
entering into any agreement with us to purchaseaftanchise.
6 ^ r a ^ ^ v ^ ^ ^ ^ C ^ ^ ^ C ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ For each Disclosed Studio, this figure is

calculated by taking tbeTotal Revenue figure set forth in the Fart 11 Chart for that Studio and deducti^^
theTotal of CCS and Certain Operating Expenses figure for that Studio also set forth in that Chart Th^
calculation is subject to the figures in the Chart and the various Explanatory Notes set forth in this po^^^
offteml^
7. ^ v ^ ^ . Each line item in the Fart 11 Chart has an "Average" column, which is calculated as follows:
c "Average Amount" for each revenue and operating cost line item disclosed in the Fart f l Chart is
calculated by taking the sum of all two (2) Disclosed Studios'amount for that given line item,
and then dividing that cumulative figure by two (2); and
d "Avg.ôfTotalRevenue"for each line item is calculated by taking the sum of all two (2)
DisclosedStudios'amountforthatgivenlineitem, and then dividingthat figure bythe cumulative
Total Revenue ofthese two (2) Disclosed Studios over the Measurement Period.
e. For each line item in theAverage column ofthePart 11 Chart, one Disclosed Studio(or50^)met
orexceededtheAverageofsuch line item
61
©20ÂKTF^^,LLC
20l8FranchiseOiôsore Document
Notes Regarding P r o s e d Studios and Item 19Genera^
1 When reviewing this hem 19aud evaluating our franchisee

note the following characteristics of Disclosed Studios described in thisttem 19(as compared toa
new Franchised Business):
a. The territory wherein each Disclosed Studio operates is located within the StateofNewYork,
where the AKThrand has likely obtained more ofareputation and garnered goodwill amongst
the relevant target audience(as compared to another region of tbe United States where there
are no Studio locations);
b The Disclosed Studios do not have a written franchise or other license agreement with
Franchisor as of the Issue Date of this Disclosure Document, but each of these locations(as
detailed more tully in Fart 11 of this Item) does utilize tbe Marks and System inamanner
similarto how you will he required to use sucb intellectual property in the operation ofanew
Franchised Business and we expect and intend to enter into franchise agreements that will
govern the Disclosed Studios once we are able to offer and sell franchises in tbe area where
the Disclosed Studios are located;
c. The Disclosed Studios were not required to pay us or any otber party an InitialFrancbise Fee
or the other initial tees described in itemôf tbis Disclosure Document.At the same time,
none ofthe Disclosed Studios incurred the various otherpre-opening costs and expenses over
the Measurement Period that you are likely to incur in connection with tbe development ofa
new Franchised Business-this is because these Studios were all open and operating for some
time as ofthe date the Measurement Period commenced; and
d. Certain aspects of the DisclosedStudios are primarily managed onaday-to-day basis hya
single individual that manages such matters for both locations. While this engagement would
be similar to you engaginga^Designated Manager" or other third party to assist in managing
certain aspects ofyour Francbised Business, we do not expect tbat you will be engaging such
athird party at the outset of operating your new Francbised Business(unless you areamulti-
unit owner).
2. The figures provided in this Item exclude certain tax liabilities for which you will be responsible
3. The figures disclosed in this Item may not include all the professional tees or other administrative
expensesthatyou might incur inconnectionwithopeningandcommencingoperationsof your
Franchised Business, including legal and accounting tees.
4 Interest expense, interest income, depreciation, amortization and other income or expenses will vary
suhstantiaily from husiness to business, depending on the amount and kind offinancing you obtain to
establish your Franchised Business.You should consultwith your tax advisor regarding depreciation
and amortization schedules and the period over which assets of your Franchised Business may be
amortizedordepreciated,aswellastheeftect,ifany,ofanyrecentorproposedtax legislation Please
note that the figures set torth in this Item 19do not involve any depreciation or amortization.
5. Expenses andcosts, as well as the actual accountingandoperational methods employed by a

franchisee, may significantly impact profits realized in any particular operation Actual results will
vary from Franchised Business to Franchised Business, and we cannot estimate the results of a
particularFranchised Business The revenues and expenses ofyour business will be directly affected
by many factors, such as: (a) your DesignatedTerritory's geographic location and population
demographics; (b)advertising effectiveness based on market saturation;(c)whetber you operate tbe
62
©20t8AKTF^hiÊLC
2018FranchiseDôsuÔocumeot
business personally or hire a third party to serve as your Designated Manager; (d) your product and
service pricing; (e) vendor prices on materials, supplies and inventory; (f) personnel salaries and
benefits (life and health insurance, etc.); (g) insurance costs; (h) weather conditions; (i) ability to
generate customers; (j) customer loyalty; (k) employment conditions in the market; and (I) the efforts
you and your personnel put into your Franchised Business.
6. We suggest strongly that you consult your financial advisor or personal accountant concerning
financial projections and federal, state and local income taxes and any other applicable taxes that you
may incur in operating a Franchised Business.
Other than the preceding financial performance representation, we do not make any financial performance
representations. We also do not authorize our employees or representatives to make any such representations either
orally or in writing. If you are purchasing an existing AKT Studio, however, we may provide you with the actual
records of that outlet. If you receive any other financial performance information or projections of your future
income, you should report it to the our management by contacting Melissa Chordock at AKT Franchise, LLC,
3185 Pullman Street, Costa Mesa, CA 92626 or via telephone at (949) 404-3516.
ITEM 20
OUTLETS AND FRANCHISEE INFORMATION
TABLE 1
SYSTEMWIDE OUTLET SUMMARY
FOR YEARS 2015 TO 2017
OUTLETS AT THE
OUTLETS AT THE
OUTLET TYPE YEAR START OF THE ; NET CHANGE;'|;
END OF THE YEAR (
YEAR ^ ' ' "-.^^

2015 0 0 0
FRANCHISED 2016 0 0 0
2017 0 0 0
2015 1 1 0
COMPANY-
2016 1 2 +1
OWNED*
2017 2 2 0
2015 1 1 0
TOTAL OUTLETS 2016 1 2 +1
2017 2 2 0
*These units are owned and operated by the founders of the AKT Brand. We expect and intend to enter into franchise
agreements with the owners of these Studios to be operated as Franchised Businesses moving forward once we are able to
offer and sell franchises in the area where these Studios are located. Once these franchise agreements are signed, these units
will be characterized as 'Franchised" outlets for purposes of this Item 20.
63
©2018 A K T Franchise, L L C
TABLE 2
TRANSFER OF OUTLETS FROM FRANCHISEES TO NEW OWNERS
(OTHER THAN A K T FRANCHISE, LLC)
FOR THE YEARS 2015 TO 2017
, . . ' f r , / i - t —
STATE .Y.:.YE^; - N U M B E R O F TRANSFERS ,
2015 0
TOTAL
2016 0
OUTLETS
2017 0
TABLE 3
STATUS OF SINGLE UNIT FRANCHISE OUTLETS
OUTLETS CEASED OUTLETS

REACQUIRE
YEA^ OUTLETS TERMI- / NON- ^ OPERATIONS AT END
I STATE AT START, DBV
OPENED: ' NATIONS RENEWALS *
f * " \\ QFYE^ FRANCHISOR
*' r-
2015 0 0 0 0 0 0 0
TOTAL 2016 0 0 0 0 0 0 . 0
2017 0 0 0 0 0 0 0
TABLE 4
STATUS OF COMPANY-OWNED OUTLETS
'STATE'".: YE ART OUTLETS ftWRTLETS* fr OUTLETS OUTLETS AT

AT?.
START
. . , ^ OF YEAR ^
*a=jf
ga.- , #Lo$6pl: SOLDTO
FRANCHISEE
rs-.'.:;:^/:.
END OF THE
YEAR
/
NY 2015 1 0 ; moig
0 0 0 i
ÂMgggEE,
2016 1 I 0 0 0 2
2017 2 0 0 0 0 2
TOTAL 2015 1 0 0 0 0 1
2016 1 1 0 0 0 2
2017 2 0 0 0 0 2
TABLE 5
PROJECTED OPENINGS AS OF DECEMBER 31, 2017
PROJECTED N E W
\ STATE '
UNIT FRANCHISE
A G R E E M E N T S SIGNED
% U T OUTLETS NOT
OPENED _
FRANCHISED
OUTLETS IN T H E
NEXT FISCAL
smz
OUTLETS IN THE NEXT
• YEAR
FISCAL YEAR
TOTAL 0 0 0
64
AKT Franchise, LLC
Ahst of the names, addresses and t e l ^
Disclosure Doenmen^ as wehasahst of the names, addresses and ^
have hadafranehise terminated, canceled, not renewed or otherwise voluntarily or involnnta^^
business under the franchise agreement during the most recently completed fiscal year or who have not
communicated with us within lOweeks of the issuance date of thisfranchisedisclosure document,are attached
as ExhibitH.Wedo not currently have any franchisee orfr^rmerfranchiseeinforination to disclose.
If you buy the franchise offered in this disclosure document, your contact information may he disclosed to qt^^
buyers when you leave the franchise system
Inthe last three fiscal years,we have not required franchisees to enter into any confidentiality agreements that
restrict tbeir ability to speak openly about their experience witb ourfranchisesystem.
There are no trademark-specificfranchiseeorganizations.
ITEM^l
FINANCIAL STATEMENTS
ExbibitCcontains our audited opening day balance sheet as of March 22,2018. We have not been
franchising for threeormoreyears, andcannottherefbreprovideall financial statements that wouldhave
otherwise been required in this hem. Cur fiscal year end is December31of each year.
ITEM22
CONTRACTS
Tbe following agreements are attached to this Disclosure Document:
ExhibitA Franchise Agreement and Exhibits

Exhibitl Authorized Location Addendum
Exhibit2 Electronic Funds Transfer Agreement
Exhibits Electronic Debit Authorization
Exhibits Cuarantee
Exhibits Addendum to Lease
ExhibitD Statement ofFrospective Franchisee
ExhibitF Form of Ceneral Release
ExbibitC State Specific Addenda
Exhibitl Development Agreement
I T E M 23
RECEIPTS
Exhibit J to this Franchise Disclosure Document contains a detachable document, in duplicate,

acknowledging receipt of this Franchise Disclosure Document by a prospective franchisee. You should sign both
copies of the Receipt. You should retain one signed copy for your records and return the other signed copy to our
CEO at the following address: Melissa Chordock at AKT Franchise, LLC, 3185 Pullman Street, Costa Mesa, CA
92626 or via telephone at (949) 404-3516.
65
Exhibit A
To Franchise Disclosure Document
FRANCHISE AGREEMENT AND RELATED EXHIBITS

2018 Franchise Disclosure Document - Exhibits
FRANCHISE AGREEMENT AND RELATED EXHIBITS
© 2018 AKT Franchise, LLC

2018 Franchise Agreement
TABLE OF CONTENTS
ARTICLE PAGE
1. GRANT OF FRANCHISE; LOCATION 2

2. ACCEPTANCE BY FRANCHISEE ., 3
3. TERM AND RENEWAL 4
4. TRADEMARK STANDARDS 5
5. FEES , 6
6. FRANCHISOR SERVICES ., 8
7. FACILITY STANDARDS, LEASE AND CONSTRUCTION 12
8. STUDIO IMAGE AND OPERATING STANDARDS 14
9. ADVERTISING AND MARKETING , 18
10. FINANCIAL REPORTS, AUDITS, COMPUTER SYSTEM AND INSURANCE
REQUIREMENTS 20
11. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION 22
12. CONFIDENTIAL INFORMATION , 23
13. COVENANTS NOT TO COMPETE 24
14. TRANSFER OF INTEREST 26
15. DEFAULT AND TERMINATION OF AGREEMENT 27
16. RESOLUTION OF DISPUTES „,....,, i? ., 31
17. MISCELLANEOUS PROVISIONS 35
18. ACKNOWLEDGMENTS 37
19. ENTIRE AGREEMENT 38
EXHIBITS
EXHIBIT 1 AUTHORIZED LOCATION ADDENDUM

EXHIBIT 2 ELECTRONIC FUNDS TRANSFER AGREEMENT
EXHIBIT 3 ELECTRONIC DEBIT AUTHORIZATION
EXHIBIT 4 GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT
EXHIBIT 5 ADDENDUM TO LEASE

AKT FRANCHISE, LLC
FRANCHISE AGREEMENT
In a number of places in this Franchise Agreement, you are asked to initial certain items to show that they
have been fully discussed with you, and read, understood and agreed to by you. Initialing those areas does
not lessen the importance of other areas or mean they are not fully enforceable.
This AKT Franchise Agreement (this "Agreement") is entered into as of the day of
20 between AKT Franchise, LLC, a Delaware limited liability company, doing
business as "AKT" ("Franchisor") and , or his/her/their
assignee, i f a partnership, corporation or limited liability company is later formed ("Franchisee"), upon the
following terms, conditions, covenants and agreements:
RECITALS
A. AKT Franchise, LLC, a Delaware limited liability company ("Licensor"), owns arid has developed and
administers a system and franchise opportunity, including various fitness and exercise techniques and methods,
trade secrets, copyrights, confidential and proprietary information and other intellectual property rights
(collectively, the "System") for the establishment and operation of fitness training studios ("AKT Studios")
identified by the "AKT" trade name and other trademarks and service marks licensed hereunder (the "Marks").
B. The System includes the Marks and trade secrets, proprietary methods and information and procedures
for the establishment and operation of AKT Studios, including, without limitation, confidential manuals
(collectively, the "Manual"), training methods, fitness equipment, furniture and fixtures, marketing, advertising
and sales promotions, cost controls, accounting and reporting procedures, personnel management, distinctive
interior design and display procedures, and color scheme and decor (collectively, the "Trade Dress").
C. Franchisor grants to qualified persons who are willing to undertake the required investment and effort,
a franchise to own and operate an AKT Studio offering: (i)fitnesstraining classes that combine circuit training,
strength, toning, dance cardio, and other fitness techniques, as well as other services that Franchisor designates
from time to time (collectively, the "Approved Services"), which may include providing the proprietary AKT
University training program ("AKT University"); and (ii) certain merchandise and other products Franchisor
authorizes for sale in conjunction with the Approved Services and Studio operations (collectively, the "Approved
Products"), all while utilizing the System and Marks.
D. Franchisee desires to obtain a franchise to use the System and Marks in the development and operation of
an AKT Studio at the location specified in this Agreement (the "Studio").
E. Franchisee has independently investigated the business contemplated by this Agreement, and recognizes
that the nature of the business may change over time, that an investment in an AKT Studio involves business risks,
and that the venture's success depends primarily upon Franchisee's business abilities and.efforts.
NOW, THEREFORE, in consideration of the foregoing, the fees and other sums payable by Franchisee
and ofthe mutual covenants contained in this Agreement, the parties agree as follows:

L G R A N T OF T R A N C H E LOCATION
LI CranL You agreeatah times f a h h ^ ^ honesty and dhigenfiy

Agreement and to use your best efforts to promote AKTaud your Studio. Aeeordingl^Tranebisor grants to
Tranebisee tbe nonêxeiusive rigbt and iieense to:
A. Estabbsb and operateasingie AKT Studio utilizing oniy tbe System and tbe AKT Marks, ata
location tbat bas been authorized by Franebisor(tbe"AutborizedLoeation"), in aeeordanee witb tbe provisions
and for tbe term specified in tbis Agreement;
B. Use only tbe Marks ofFrancbisor under tbe terms oftbis Agreement to identity and promote tbe
Studio offered hereunder; and
C. Lsetheproprietaryfitnessandexercisemethodsandknow^how, as set forth periodically in

Franchisor's operations manual,other manuals, training programs, or otherwise communicated toTranc^^^
L2 Site Anoroval Process Franchisor will assist Franchisee inconnection with site selection by: (i)
providing Franchisee with its thencurrent site selection criteria, to the extent such criteria has b^^^
writing; and (ii) providing Franchisee with access toalocal real estate broker tbat is familiar with Fran^
confidential site evaluation criteria, to the extent Franchisor has established relationships with such br^^
around tbe Designated Market Area (as defined in Section L3 below). Franchisor will use commercially
reasonable efforts to approve or rejectaproposal tor an Authorized Location within 30 daysofthe date Franchi^^
receivesallreasonably^requested information regarding the proposed site.Franchisor^sapproval of the pr^^
site shall be deemed to beabinding addendum to this Agreement upon Franchisor andFranchisee'sexecution of
LxhihitLwhicb is attached hereto and incorporated herein by reference, and which will set forth the Aut^^
Location Franchisor agrees not to unreasonably withhold approval ofasite that meets its site criteria. Franchisee
acknowledgestbatFranchisor^sapprovalofaproposed site is permission only and not an assurance or guaranty
to Franchisee of the availability,suitability or success ofalocation, and cannot createaliability for Franch^
While Franchisor will provide site selection assistance as specified in Section 6.1 herein, Franchisee alone is
ultimately responsible for selecting and developing an acceptable location for the Studio. Franchisee agrees to
bold Franchisor harmless with respect to the selection ofthe Authorized Location hy Franchisee. Franchisee must
obtain lawful possession of an Authorized Location by lease, purchase or other method and open for regular,
continuous business within six(6)monthsof thedate that Franchisor accepts this Agreement The opening date
may be extended anadditional three (3)monthsihcertain instances,asexplained in Section2.2D,below.
Franchisor has the right to terminate this Agreement ifFranchiseefails to selectasite for the Studio t^^
Franchisor'sapproval,within the time periodallotted above.
1.3 Authorized Locatiou^DesûatedTerritory. Ifthe Authorized Location has not been identified at
the time this Agreement is signed. Franchisee must identifyasite approvedby Franchisor within the follow^^^
geographical area:
("Designated
Market Area"). Once the Authorized Location for the Studio has heen identified in tbe Authorized Location
Addendum^ attached hereto as FxhibitLFranchisor agrees that, so long as Franchisee is in good standings neither
itnoritsaffiliateswill operate or establish, or authorize another AKT franchisee to operate or establishes
usingthe AKT System or Marks within acertain geographical areasurrounding the Authorized Location
("DesignatedTerritory") Tbe DesignatedTerritory,if any, will be defined in FxhibiLl^, hereto.
1.4 Rights Reserved toFranchisor. Notwithstanding anything contained in this Agreement,Franchisor and
its affiliate(s)^parent(s) hereby reserve the exclusive right to: (i) open and operate, and licen^
right to open or operate, other Studios utilizing the Marks and System outside the DesignatedTerritory; (ii)mark^^
offer and sell products and services similartothose offered by the franchised business and other Studios(such as
privatelabel products thatFranchisor may develop)through alternate channels of distribution, including without
©2018AKT Franchise, LLC 2

ÔfFranchise Agreement
limitation, via the Internet and other e-commerce channels, catalog sales, direct mail or wholesale, at any location;
(iii) acquire, or be acquired by, any company, including a company operating one or more businesses offering
products or services similar to those offered by a Studio, located within or outside your Designated Territory, and
subsequently operate (or license a third party the right to operate) these locations; (iv) open and operate, or license
third parties the right to open or operate, businesses that offer products and services similar to the franchised
business under marks other than the Marks at any location; and (v.) use, and license others the right to use, the
Marks and System to engage in any other activity not expressly prohibited by this Agreement.
I have read Article 1, understand it, and agree to comply with each
ofits Sections.
Your Initials: /
2. ACCEPTANCE BY FRANCHISEE
2.1 Acceptance bv Franchisee. Franchisee accepts this Agreement and the license granted herein and agrees
to develop and operate the Studio on the terms and conditions specified herein. Franchisee agrees to follow the
System requirements in the operation of its Studio, including, without limitation, its facilities, staff, advertising,
operations, and all other aspects of Franchisor's business and the System now in effect and changed periodically.
Franchisee (or, i f Franchisee is an entity, one of its operating principals) and its proposed Designated Manager (as
defined in Section 5.5(B) of this Agreement) must attend arid complete the appropriate initial training to
Franchisor's satisfaction, as setTorth in Section 6.3 of this Agreement.
2.2 Conditions. The rights being licensed herein are.subject, without limitation, to the following conditions:
A. Franchisee's business and the Studio shall be identified only by those Marks approved in writing
by Franchisor with at least one exterior sign as designated by Franchisor.
B. Concurrently, with the signing of this Agreement, Franchisee must execute a personal guaranty
in the form attached hereto as Exhibit 4 ("Personal Guaranty"). In the event Franchisee is a legal entity having
more than one owner, all owners, shareholders, partners, joint venturers, and any other person who directly or
indirectly owns a 10% or greater interest in Franchisee (the "Owners") must execute the Personal Guaranty. Any
person or entity that at any time, after the date of this Agreement becomes an Owner, pursuant to Section 14 or
otherwise, shall, as a condition of becoming an Owner, execute Franchisor's then-current form of Personal
Guaranty.
C. Franchisee shall submit the lease for the Studio to Franchisor for its written consent before
Franchisee executes the lease for the Authorized Location. The lease must contain the provisions outlined in
Section 7.2 and Exhibit 5 ("Lease Addendum").
D. Franchisee agrees that it shall open the Studio for regular, continuous business no later than six
(6) months after this Agreement is signed by Franchisor. If, through no fault of Franchisee, the Studio has not
opened after six (6) months. Franchisor may agree in writing to provide Franchisee with an additional three (3)
months to open its Studio i f Franchisee (a) has already secured an approved premises for its Studio, and (b) is
otherwise making diligent and continuous efforts to buildout and otherwise prepare its franchised business for
opening throughout the six (6) month period following the execution of this Agreement.

2018'Franchise Agreement
E. Franchisee agrees at all times to comply with-the Manual, standards, operating systems, and other
aspects of the System (collectively, the "System Standards") prescribed by Franchisor, which are subject to change
at Franchisor's discretion.
of its Sections.
Your Initials: /
3. TERM AND RENEWAL
3.1 Term. The term of this Agreement shall be for a period of ten (10) years beginning on the date this
Agreement is accepted by Franchisor, unless sooner terminated under Section 15. The conditions to obtain a
renewal AKT franchise agreement are those stated below in Section 3.2.
3.2 Renewal. Unless terminated at an earlier date, upon the expiration of the initial term, Franchisee shall
have the right to renew this Agreement for two (2) consecutive additional five (5) year terms, subject to satisfaction
of each of the following conditions:
A. Prior to each such renewal. Franchisee shall execute Franchisor's standard form of franchise
agreement being offered at the time of each such renewal. The provisions of each such renewal franchise
agreement may differ from and shall supersede this Agreement in all respects, including, without limitation,
changes in royalty and advertising fees, except that Franchisee shall pay the renewal fee specified in Section
3.2.F., instead of the initial franchise fee. Franchisee's failure or refusal to execute and return Franchisor's then-
current standard form Franchise Agreement to Franchisor within thirty (30) days after receipt by Franchisee shall
constitute Franchisee's election not to renew;
B. Franchisee shall demonstrate that it has the right to remain in possession of the Authorized
Location for the duration of the renewal term, or that it has been able to secure and develop an alternative site
acceptable to Franchisor;
C. In consideration of each such renewal of the franchise. Franchisee shall execute a general release
in the form and substance satisfactory to Franchisor, releasing any and all claims against Franchisor and its
affiliates, officers, directors, employees and agents;
D. Franchisee shall have completed or made arrangements to make, at Franchisee's expense, such
renovation and modernization of the Studio, including the interior and exterior of the building, grounds, leasehold
improvements, signs, furnishings, fixtures, equipment, surveillance cameras, and decor as Franchisor reasonably
requires so the Studio conforms with the then-current standards and image of Franchisor;
E. Franchisee, during the term of this Agreement, shall have substantially complied with all of the
provisions of this Agreement and all other agreements with Franchisor, and shall be in compliance with the Manual
and with Franchisor's policies, standards and specifications on the date of the notice of renewal and at the
expiration of the initial term;
F. Franchisee shall pay to Franchisor a renewal fee equal to $10,000; and
G. Franchisee shall have given Franchisor written notice of renewal no less than 90 days or more
than 180 days before expiration of the initial term.
3.3 Franchisor's Refusal to Renew Franchise. Franchisor may refuse to renew the franchise if Franchisee
is in default under this Agreement, or any other agreement with Franchisor or an affiliate of Franchisor, or if

Franchisee's to safisfyanyo^ Sutêet to the ahove. Franchisor wiii notunreasonahiy
denyrenewaiofaFranchise.
3.4 Notice ofExpiration R e a r e d hy Law, ifapphcahieiaw requires thatFranchisor giveaionger period

ofnotice to Franchisee than herein provided prior to the expiration ofthe initiai terrn or any a
Franchisorwih give such additional required notice. tfFranchisor does not give such required additional notice,
thisAgreementshallremain in effect onamonthto-monthhasis until Franchisee has receive
notice
Ihave read A r t ^ e 3, understandând agree to comply wfrh each

ofltsSectlons
Yourtmtlal^ ^
^TRADEMARKSTANDARDS
41 Name and Ownershm Franchisee acknowledges the validity ofthc Mark A ^

now or in the fhtnre are or will he part of the System and agrees and recognizes that the M^
exclusive property of Franchisor andôr the affiliates of Franchisor. Franchisee further acknowledges that
Franchisee'srightto use the Marksis derived solely from this Agreement andislimh^
^pursuant to and in compliance with this Agreement and all applicable standards, specifications and opera^^
procedures prescribed hy Franchisor from time to time Any unauthorized use ofthe Marks by Franchisee shall
beabreach of this Agreement and an infringement of therighfsofFranchisor and itsa^ Franchisee'suse
oftheMarks inures to the benefit o f F r a ^
Marl^.Franchisee agrees not to contest ownership or registration of the Marks^ Franchisor (andôr its affihates)
owns all right, title and interest in and to the Marl^, and Franchisee has and acquires here^
licensegranted intbisAgreement Franchisor agrees to indemnity Franchisee from any c l a ^
associated with Francbisee'sautborized use of the Marks in connection with the franchised busm^
the requirement that Franchisor be immediately notified ofany third party challenge to Franchisee's
use of any Mark under this Agreement, and Franchisor has the right to control any related l i t i g a t ^
42 Use
A. Franchisee shall not use any Mark as part of any corporate or business name with any
prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form. Fr^^
displayanduse the Marl^ only in the manner and fbrm prescribed or authorized by Franchisor and shall conduct
no other business than that prescribed by Franchisor. Franchisee shall not use any other mark, name, commercial
symbolor logotype in connection with the operation ofthe Studio and shall not market any productre^
Studio without Franchisor'swritten consent, and if such consent is wanted, such productmust hem
manner acceptable to Franchisors Franchisor may alsopermit Franchisee to use from time to time other
trademarks, service marks, trade names and commercial syinbols as maybe designatedby Franchisors^
B Franchisee agrees to give such notices oftrademark and service mark registrations and
copyrights as Franchisor specifies and to obtain such fictitious or assumed name registrations as may be^^^^
under applicable law
C Franchisee is prohibited fromusingtheMarksinadvertising,promotion or otherwise,

without the a p p r o p r i a t e ^ o r ^ ( c o p y r i g h ^
and service mark), where applicable.
43 Litigation. Franchisee agrees to notify Franchisor immediately in writing i f it becomes aware that any
person who is notalicensee of Franchisor is using or infringing upon any of the Marks. Franchisee may not
©î8AKLFranebise,LLC 5
2018P^nchi^ Agreement
commumcate with any person other than Franchisor and its eonnsei in connection with any such use or
infringement. Franchisorwih have discretion to determine what steps, if any,are to he taken in any instance of
unauthorized use or infringement ofany ofits Mari^ and wih have complete control ofany litigation or s
in connection with any claim of an infringement or unfair competition or unauthorized use with respect to the
Marks. Franchisee will execute any and all instruments and documents and will assist and cooperate with any suit
or other action undertaken hy Franchisor with respect to suchunauthorized use or infringement such ashy giving
testimony or furnishing documents or other evidence. Franchisor will he responsihle for legal expenses incurred
hy Franchisor in connection with any litigation or other legal proceeding involving such third party Franchisor
shall not he liable for any legal expenses ofFranchisee unless (a) preapproved in writing hy Franchisor in its
discretion,and (h)theaction proceeds or arises out ofFranchisees authorized use of the Marks hereunder.
4.4 Modificatiou, Discontinuance or Suhstitutiou Franchisor reserves the right, i f necessary in

Franchisor's sole judgment, to change the principal Mark(s)of the System onanational or regional basis, and
upon reasonable notice. Franchisee shall at its expense adoptanew principal Mark(s)designated by Franchisor to
identify the Smdio. Franchisor shall have no liability or obligation whatsoeverwithrespect to Franchise
ofany Mark.
4.5 Francbisor'sRevenues Franchisor and its affiliates may offer to sell to Franchisee atareasonable profit
various goods and services, and reserve tbe rigbt to receive feesôr other consideration in connection with sales
promotion and advertising programs associated with the Marks or from System vendors.
of its Sections.
Your Initials: /
5. FEES
5.1 Initial Franchise Fee. Franchisee agrees to pay Franchisor an initial franchise fee in the sum of Forty-
Nine Thousand Five-Hundred Dollars ($49,500) for a single Studio upon execution of this Agreement (the "Initial
Franchise Fee") in the form of a cashier's check or bank wire. The Initial Franchise Fee shall be fully earned by
Franchisor upon payment and is not refundable under any circumstance.
5.2 Rovaltv Fee. Beginning on the day the Studio starts generating revenue from its business operations, and
continuing during the Term of this Agreement, Franchisee agrees to pay Franchisor, weekly, without setoff, credit
or deduction of any nature, a royalty fee equal to seven percent (7%) of the Gross Sales (as that term is defined in
Section 5.3, below) generated by the Studio over the immediately preceding week (the "Royalty" or "Royalty
Fee").
5.3 Gross Sales. Gross Sales means the total revenue generated by the Studio, including all revenue generated
from the sale and provision of any and all gift cards and other approved products and services at or through the
Studio and all proceeds from any business interruption insurance related to the non-operation of the Studio,
whether such revenues are evidenced by cash, check, credit, charge, account, barter or exchange. "Gross Sales"
does not include (a) any sales tax and equivalent taxes that are collected by Franchisee for or on behalf of any
governmental taxing authority and paid thereto, (b) the value ofany allowance issued or granted to any client of
the Studio that is credited in good faith by Franchisee in full or partial satisfaction of the price of the approved
products or services offered in connection with the Studio, or (c) the remuneration that Franchisee is entitled to
receive in connection with any authorized AKT University training that is provided to clients pursuant to Section
8.4(D) of this Agreement.

54 Im^FFEPackaôpenm^Retamnvento^
A. Prior to opening the Studio governed b y ^ A g r e e m e m , F ^

paekageoffnrniture, fixtures and equipment that is designed to provide Franehisees
eouneetion with outfitting, equipping and o t h e ^
(ii) opening inventory comprised of certain branded and other inventory that may he resold at the Studio (the
"Proprietarylnitial InventoryKitÔver the term of this Agreement, Pranchisee wihhe
maintaining andôr replacing the items comprising the Initiai PPP Package, and (h)maintainingce^
inventory with respect to those items comprising the Proprietary Initial Inventory Kit, a s s e t s
thisAgreement.
B Pranchisee t^heragrees to install at its expense and usethe membership accounting, cost control,
point ofsale ("PCS") and inventory control systems though the supplier Franchisor designates The designated,
or approved, supplier(s)for these services will be updated in the Manuals as changes are made Over the term of
tbis Agreement, Pranchisee willalsobe required to pay Franchisor's then-current designated provider tor the
software that Franchisor prescribes for use in connection with the Studio and tbe POS(eacb,a"SotâreFee^
which may be modified upon reasonable written notice to Franchisee.
5.5 Fund Ooutributiou.tn the event Franchisor establishesacreative brand tund to promote the System
Marks and AKT brand generally(the "Fund"),Franchisee is required to contribute up to two percent (2^)
Gross Sales o f i t s Studio tothis Fund (the"FundGontribution"), commencingonce tbe Studio opens tor
operations. The Fund Contribution will typically he paid in the same manner and at the same interval that the
RoyaltyFee is collected (based on tbe Gross Sales ofthe Studio overthe immediatelyprecedingreportingperiod)
5.6 Tecbnolo^ Fee. Franchisor reserves tbe rightto charge Franchisee its then-current technology tee ^the
"Technology Fee") as consideration for certain technology-related services that Franchisor may d e t e ^
for all or some portion of as part of tbe System,which may include: (a) website development and hosting, (b)
establishingaSystem-wide intranet or other type of website portal for tbe System (a"Website Portal") of any
kind, (c)proprietary or customized software licensed by Franchisor or its affiliates to assist with the day-to-da
operations oftbeSmdio,andôr(d) any other technology thatFranchisor determines appropriate, in its d ^ ^
tor usein connection with your franchisedbusiness and determines to provide as part of theTechnologyFee.
Franchisor may modify theTecbnology Fee upon thirty (30)days'written notice to Franchisee.
5.7 Tramiu^RelatedFees.
A ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ T ^ ^ ^ ^ ^ Asdescribedmore fully in this Agreement,

Franchisee and certain ofits personnel will: (i) he required to attend and complete certain i n i t i a l s
the Studio can openft^roperations, as wellas certain ongoing training, as described more fully in Section6ofth^^
Agreement; and (ii) havethe rigbt to requestthat Franchisor provide certain kinds oftraining or on-site assis^^
suhjectto the availabilityofFranchisor'strainingpersonnel.Whilecertain initial and o n g o i n g s
provided hy Franchisorwithout charging any kind oftraining fee,Franchisee(or its personnel) will be respon^^^^
ft^r ensuring Franchisor receives its thencurrent training fee, as applicable, in connection with any ^
Franchisor provides hereunder that involves suchafee (the "Training Fee").
B B ^ ^ ^ v ^ ^ 7 ^ ^ ^ Asdescribedmorefully inSection6.3(A)(2)below,all instructors

authorized to provide the Approved Services at the Studio are re^
to the conditions set forth in Section 6, at(a)Franchisee'sStudio,(b)the Studio of another System franchisee, or
(c)atFranchisor'stben-current corporate headquarters; and (ii) pay the thencurrent fee associated with at^^
AKT University ("AKT UniversityTuition") The amount the prospective instructor, or,atFra^
thatFranchiseeontbeinstructor'sbehalf,mustpayforAKT UniversityTuition will vary depending on whether
AKT University is conducted at the Studio or at another location.
©^18AKT Pranchise, LLC

2018Prancbise Agreement
5.8 Other A m o u n t DuemConnecfion with F^
timely payment of any other reqm^
other snpphes from Franchisor or its affihates deserihed inthis
5.9 Eieetronie Transfer; Rightto Modify Coiteetion Interval
A. The Royalty Fee, Fund Contribution as weh as any other fees owed to Franchisor or itsaffiha
under this Section5orotherwisein connection with the franchised hnsiness,wihheautomaticahyd
Franchisee'spoint-of-saie operating account administered hythe designated supplier of point^^
aweeklyhasis throughout theTerm,unless Franchisor provides reasonahle written notice that Fran^
modifying the collection ihteryal^^,notifying Franchisee thatFranchisor wih
Contribution and other recurring amounts due onamonthly rather than weel^yhasis,with such monthly fee^
based on the Cross Sales ofthe Studio over the preceding calendar month)
B. All amounts due to Franchisor tor the purchase of products, services or otherwise are due upon
receipt of an invoice from Franchisor Any payment or report not actuallyreceived by Franchisor on or before the
due date is overdue.
C. Francbiseeagrees to complete and execute an "Electronic Funds Transfer Agreement"(attached

as Exhibit 2 to this Agreement) and any other form, including, without limitation, an "Electronic Debit
Authorization'âttached as Exhibit^to this Agreement) for the purpose of authorizing an ele^^
submit any information required by Franchisor for such authorization
D. Franchisee is required to use only the FCS system provided by the designated supplier and will
pay tbe designated provider directly for all fees associated with the use ofthe designated provider's sofrwa
Franchisee is not allowed to use an unapproved external terminal to process transactions.
5.10 Interest and Late Charges Amounts due toFranchisor(exceptinterestonunpaid amounts due) not
paid when dueshall bear interest from the date due until paid at the lesser of one and one-half percent^.5%)per
month, or the highest rate ofinterest allowed by law Franchisor may also recover itsreasonable attorneys'fees,
costs and other expenses incurred in collecting amounts owed by Franchisee.
ofits Sections.
Your Initials: /
6. FRANCHISOR SERVICES
6.1 Site Selection and Lease Negotiations. Although Franchisor will provide the site selection assistance
described in Section 1.2 of this Agreement, Franchisee is solely responsible for locating, obtaining and evaluating
the suitability and prospects of the Studio location, for the review and negotiation of its lease, and for hiring an
attorney or other advisor to review and help negotiate the lease. The Authorized Location must meet Franchisor's
then-current System standards and specifications, as set forth in the Manuals or otherwise in writing by Franchisor.
Franchisor reserves the right to charge a reasonable fee for performing any Franchisee-requested on-site evaluation
to cover incurred expenses, including, but not limited to, travel, lodging, meals and wages. Franchisor agrees not
to unreasonably withhold approval of a site that meets its site criteria.
6.2 Unit Development. Franchisor shall consult and advise Franchisee on the proper display of the Marks,
layout and design, procurement of dance/fitness equipment, free weights and other equipment, furniture, fixtures,
surveillance cameras with audio, initial inventories, recruiting personnel, and managing construction or
remodeling of the Studio. After Franchisee has executed a lease for the Authorized Location, Franchisor shall

dehvertoFrancbisee specificate
cameras with audio, layout, designs
consultation iu connection with the deveiopment ofthe Studio. Franchiscc'sarchitcct must make any layout,
design and specifications provided hy Franchisor site-specific. Franchisee agrees to make no changes, alterations
ormodifications whatsoever tothe selectedlayout and design withoutohtaining prior written consent from
Franchisor.
6.3 TrammgReûfremeuts and Remedies. Franchisee aêes and acknowledges that the following tram^
ohligations and requirements must he strictly complied with and adhered to at all times during theTerm:
A. Friortoopeningthe Studio,Franchiseemustensure that: (i)

Franchisee(or,ifanentity,its Operating Frincipal) completes the appropriate model ofFranchisor^
program thatis designedfr^rthe owner and operator of the Studio(the"OwnerÔperatorModule^^
initial instructors thatFranchisee wishes to have provide the Approved Services at the Studio success
AKT University and related testing(and comply with the ongoingohligations in connection ther^
more frilly helow,as required tor such instructors to hecomeaAKTlnstructorthat is authorized to
classes and certain otherApproved Services at the Smdio(each,an"Authorized AKT h^structor^; a
Franchisee has engagedaOesignated Manager as described moretullyinSection8.6 of this Agreement, such
Designated Manager has completed the module ofFranchisor's initial training program designed fr^rt^^^
manager(the "Designated Manager Module").
1 Owner and Designated ManagerTrainin^TheDwnerÔperator Module and Designated

ManagerModulewill typically he provided at one (1) of Franchisor's corporate training locationslocatedm
Oalifr^rnia,andFranchisee will he responsihle fr^rall costs and expenses associated with theattendingthesem
Franchisorwillprovideeach ofthefr^regoingmodules to one(l)person tuition-free, provided the t w o ^
attend at the same time prior to the opening ofthe Studio and suêct to the schedules and availahility ofits ^
staf^. Otherwise, Franchisor reserves the right to charge its then-currentTraining Fee fr^rin^^
individuals that wish to attend these modules
2 AKT Universityfr^rInitial and Suhsequent instructors, in order to provide the Approved

Services at the Studio, an instructor must complete AKT University and related testing to become an Authorized
AKT Instructor. AKT University will typically he provided on-site ataStudio that is owned by another fr^^
(a"Franchisee Studio") or one(l)ofouraffiliates(a "Corporate Studio"), h^ the eventanins^^
University ataFranchiseeSmdio, then Franchisor reserves the right to have one ( l ) o f its master trainers(eacb,a
"MasterTrainer") review tbe instructor'stesting results before approving that individual to se
AKT Instructor and provide Approved Servicesfromthe Studio. Francbisee,or the instructor at issue,will be
requiredto(a)paytbe then-current teeassociated with providing AKT University (" AKT Univer^^
eachinstructor that attends AKT University,and(b)cover tbe related costs and expenses associated w i t h a l
and completing AKT University ataStudio that is authorized to provide AKT University(as described more fril^^
in Section84(D)of this Agreement).Franchisor recommends that at least six(6) of the initial i n s t ^
Studio attend module one o f A K T University around the same time that the OwnerÔperator Module is completed
by Franchisee Any and allindividuals that wish to attend AKT University must executeaprescribedtbrm of
agreement wherein that individual agrees to: (i) not disclose or use the confidential or proprietary portions of ^
Universityfr^rany competitive purpose during and afrer that individual'semployment with Franchisee; and (ii)
to^solicitexistingorprospectiyecus
Franchisee and fr^raperiod of two (2) years thereaher.Upon completion of module one of AKT University, an
instructor is permitted to provide tbe Approved Servicesat the Franchised Business, subject to tbe tollowing
conditions: (i) the instructor must complete all subsequent modules o f A K T University within six (6)^
completingmoduleone;and (ii) the instructor must purchase(and henceforth maintain)acontentsubscr^^
Franchisorwhich will ensure that instructor is provided with newly developed and updated choreography, workouts,
techniques, modahties and other content necessary to provide the Approved Services ifan instructor lails to comply
with either ofthese requirements, tbat instructor will no longer he deemed an Authorized AKT Instructor
©2018AKT Franchise, LLC 9

2018Franehise Agreement
3 Remote ^ r u c f i o n F r a n c h ^
required trameepartieipatemandeomplete, portions of th^
remotely via the Internet or similar learning management system tbat p e ^
Franebiseeandôr other required trainee is actively participating in the webinar or other i^^^
4. Remedies tor Non-Compliance. Ifany ofthe individuals described in this Section fail to
successb^lly complete tbe applicable training required by this Section belore the time Franchise
the Studio hereunder, Franchisor may terminate tbis Agreement upon written notice to Franchisee.^
Franchisee permits(a)anyone other than an Authorized AKT b^structorto provide the Approved Services fr^
Studio, or (b) the Studio to be open and operating without an Authorized AKT Instructor on-site a t ^
Franchisor may default Franchisee as set tbrth in Sectionl^lof tbis Agreement. Franchisor, as part ofits ri^^^
inspectand audit the operations of thefrancbised business on an ongoing basis, may requirethat Franchisee
demonstrate thatall required personnel haveparticipated in and successfully completed AKT University. If
Franchisee fails to comply,Franchisor reserves the right to charge Franchisee its then-curtent penalty f^^
Fee^foreacbdaytbatFranchiseepermitsanyoneotherthan
Services or related instruction in connection with the Studio.
B. ^ ^ ^ ^ ^ ^ ^ ^
one(l)or more representatives to the Studio to (i) provide assistance and recommendations regarding the opening
andinitial operationsoftheStudio,andôr(ii)provideadditional orrefresbertrainingassociated with the
Cwner^Cperator Module andôr AKT University,all as Francbisordetermines appropriate in itsdiscretion
(collectively,the "Discretionary Cn-Site Assistances.Inthe event Franchisor n o t i ^
providingtheDiscretionaryCn-Site Assistance, suchassistancetypicaIlylastsone(I)totwo^
Franchisee must ensure that Franchisee (or its Operating Frincipal), all management personnel and Authorized
AKT Instructors are in attendance at the Studio during those days.
C ^ ^ ^ B ^ ^ ^ ^ ^ ^ ^ Franchisor may provide, and require tbat

of its management personnel attend, up to five (5) days of additional training each year atatraining f a c i l e
Franchisor designates(without charging FrancbiseeanyTraining Fee as described in Sections.7ofthisAgreemem
Franchisee may also request thatFranchisor provide certain additional or refresher training to Franchisee, either at
one (I)ofFranchisor'sdesigâted training facilities or on-site at Franchisee'sStudio, but Franchiso
right to chargeFranchisee its tben-currentTraining Fee based in connection witb any training that Franchisor
providesat Franchisee'srequest. Such trainingwillbeprovidedsubêctto the availability and scbedulesof
Franchisor'straining personnel.
D ^ B ^ ^ ^ 7 ^ ^ ^ IfFranchisor determines tbat Franchisee is operating the francbi^^

inamanner that is not consistent with tbe terms ofthis Agreement or the Manuals, or IfFranchisee is otherwise
in material default ofthis Agreement, Franchisor may also require that Franchisee, its Designated Manager (if
applicableândôr certain Authorized AKT Instructors ofthe Studio attend and complete up to five(5)additi^^
days of trainmg at (a) Franchisor's designated t r a i n i n g s
designates,that is designedto address the default or other non-compliance issue (the"RemedialTraining^.
Franchisor may require Franchisee and its designated trainees to pay Franchisor its then-currentTraining Fee in
connection with attending RemedialTraining
E. Master Training. In the event Franchisee wishes to have one (I) of the Studio's Authorized AKT
Instructors provide AKT University at the Studio to instructors as part of the Approved Services, as described
more fully in Section 8.4(D) of this Agreement, then that Authorized AKT Instructor must attend and complete
an additional training course provided by Franchisor's master trainer designed to provide the Authorized AKT
Instructor with additional instruction necessary for that individual to become a master trainer that can provide
AKT University (each, a "Master Trainer"). Franchisor is not obligated to approve any Franchisee request to
provide a given Authorized AKT Instructor with master training, and Franchisee must: (i) not be in default of any
'18 AKT Franchise, LLC 10

provision of this Agreememasa^^
theMasterTrainer,asappiicabiâ^
expenses, in connection with any master training provide
F C ^ ^ ^ ^ ^ ^ ^ ^ Franchisee wih he responsihle tor the costs and expenses associated with
Franchiseeand its personnel attendingandcompietingah ofthe training descrihedin^
limitation, any costs related to travel,lodging, meals and (if appropriate^wages^compen^
6.4 OoerationsManual. Franchisor willgrant Franchisee online access to an electronicversion of the

Manual during thetertnofthisAgreement.The Manual is anticipated to codit^
specittcations, standardsand operating procedures currently prescribed hy Franchisor. Franchisee acknowledges
thatFranchisor may from time to time revise its Systems as well as the contents ofthe Manual, and
agrees to comply with each new or changed standard and specification upon notice from Franchisor The Manual
shall remain thesole property ofFranchisor and shall he kept confidential hy Franchisee hothduringtheTer^
this Agreement and subsequent to the termination, expiration, or non-renewal of this If Franchisee,
intentionally or otherwise through its gross neghgence,compromises the secure access to the o
the Manual (or any hardcopy ofthe Manual), including, but not limited to, allowing unauthori^
the Manual and its confidential contents, Franchisee will he required to pay Franchisor liquidated damages
amount ofS10,000, to compensate Franchisor tor the breach and related damage to the System.
6.5 Continuing Services. Franchisor shall provide such continuing advisory assistance and information t^
Franchisee in the development and operation ofthe Studio as Franchisor deems advisable inits discretion. Such
assistancemaybeprovided, inFranchisor'sdiscretion,byFranchisoBsdirectiv^^
seminars, telephone, computer,e-mail, fax, personal visits, newsletters or manuals^
6.6 Approved Lists. Franchisor shall provide and from time to time,add to, alter or delete, at Franchisor's
discretion, lists of specifications, approved distributors and suppliers, approved services and
but not limited to, dance^fitness equipment and gear, and other materials and supplies used in t^^
Studio. Franchisor, or an affiliate ofFranchisor,maybeadesignated or approvedsupplier of certain equipmem^
gear, merchandise, apparel and supplies.
6.7 Pricing. AKThas developedanimaêthat is basedin part on afrordahle prices fr^rdanceand

services offered by the System. Topromoteaconsistent consumer experience, and to maximize the value ofthe
products and services Studios offer, Franchisor may require fixed minimum pricesfr^ra
offered by the System and Franchisee. Franchisee is obligated to use tbe pricing required by Franchisor, unless
Franchisor consents to changes in local pricm^
to unique, local, marketing conditions, competition, or expenses;or(ii)com^^^
state or federal anti-trust laws. Consistent with state or federal law. Franchisor reserves the right to change or
eliminate its pricing program in the future, or to move from a required to recommended pri^^
6.8 Fund. Asdetailedin Sectional ofthis Agreemerit,theFundîfanwhenestablished^will be

maintained and administered by Franchisor w ^
tbe costs of conductingregional andnational advertisingandpromotional activities (including thecost of
advertising campaigns,test marketing, marketing surveys, public relations activities an^
which Franchisor and the MFC deem beneficial to the System.
6.9 Crand Cpening Marketing Assistance. Franchisor will consult and advise Franchisee on the
advertising, marketing and promotion for the ând opening of the Studio, as Franchisor deems approp
discretion
©^18AKF Franchise, Ll^B 11

2018Franchise Agreement
of its Sections.
Your Initials: /
7. FACILITY STANDARDS, LEASE AND CONSTRUCTION
7.1 Facility Specifications. Franchisee's Studio shall meet the following conditions:
A. The Studio shall be laid out, designed, constructed or improved, equipped and furnished in
accordance with Franchisor's standards and specifications. Equipment, furnishings,fixtures,surveillance cameras
with audio, decor and signs for the Studio shall be purchased from suppliers approved or designated by Franchisor.
Franchisee may remodel or alter the Studio, or change its equipment, furniture or fixtures, only with Franchisor's
consent. Franchisee must obtain necessary permits, licenses and other legal or architectural requirements. The
Studio shall contain or display only signage that has been specifically approved or designed by Franchisor.
B. The Studio and all fitness equipment shall be maintained in accordance with standards and
specifications established by Franchisor or prescribed after inspection of the Studio. Franchisee shall promptly
repair or replace defective or obsolete equipment, signage, fixtures or any other item of the interior or exterior that
is in need of repair, refurbishing or redecorating in accordance with such standards established (and updated from
time to time) by Franchisor or as may be required by Franchisee's lease.
C. Franchisee agrees and acknowledges that: (i) the System will evolve; (ii) the fitness industry must
respond to new fads, new forms of exercise, new equipment and new training techniques; and (iii) the System
must change to meet customer demands. Franchisee further understands that fitness equipment and other
equipment wears out, breaks down, or becomes obsolete. Consequently, from time to time, as Franchisor requires,
Franchisee must modernize and/or replace items of the Trade Dress or Studio equipment as may be necessary for
the Studio to conform to the standards for new Studios. Further, Franchisee will be required to thoroughly
modernize or remodel the Studio when requested by Franchisor, but no more than once every 5 years. This may
include replacing fitness equipment and gear, and other updates and improvements. Franchisee acknowledges
that this obligation could result in Franchisee making extensive structural changes to, and significantly remodeling
and renovating the Studio, and Franchisee agrees to incur, without limitation, any capital expenditures required in
order to comply with this obligation and Franchisor's requirements. Within 60 days after receiving written notice
from Franchisor, Franchisee shall have plans prepared according to the standards and specifications that
Franchisor prescribes and Franchisee must submit those plans to Franchisor for its approval. Franchisee agrees
to complete all work according to the plans that Franchisor approves within the time period that Franchisor
reasonably specifies and in accordance with this Agreement. Franchisor, or its Affiliate, will hold themselves,
and the Studios they operate (if any) to the same high standard, and same frequency for replacement and
renovation as is expected ofFranchisee.
D. The Studio shall contain signage prominently identifying Franchisee by name as an independently
owned and operated franchisee of Franchisor.
E. The Studio must have a surveillance camera with audio purchased from a designated approved
supplier installed at the Studio. The camera(s) must be web accessible. The camera(s) will be used by Franchisee
to monitor teacher performance, quality assurance and safety. Franchisor has an absolute right to also review and
monitor the camera(s) for the same purposes as Franchisee, and to ensure compliance with the AKT System.
Franchisee is responsible for ensuring customer consent and for any failure to obtain such consent. Franchisee
agrees to indemnify Franchisor for any breaches of privacy from Franchisee's use of any surveillance camera.
7.2 Lease. Franchisee is solely responsible for purchasing or leasing a suitable site for the Studio. Franchisee
must utilize the retail real estate attorney designated by Franchisor in writing, either in the Manual or otherwise,
©2018 AKT Franchise, LLC 12

to review and negofiate the âse^tbeStudi^ Franehisee must submit the iease for the Studio to Franehisor for
its written eonsem before Frauehisee executes the lease fbrthe Authorized Loeatiom Franchisor wih not withhold
consent arbitrari^however, any ieasemust contain substantially thetbllowingprovisions: (l)"Theleased
premises wih be used only for tbe operation of an AKT Franchise^^^The employees ofFrancbisorwih
the right to enter the leased premises to make any modifications necessary to protect the System and proprietary
marks tbereof^^^Lessee agrees that Lessor may, upon request of Franchisor disclose to said Franchisor ah
reports, informationordatainLessor'spossession with respect tosalesmade in,uponortromtbeleased
premisesândâconditionalassignmentclause to be contained inalease rider i n a f o r m approvedby
Francbisor,which shah provide that Franchisor(orits designee)may,upon termination, expiration, non-ren^
or proposed assignment ofthis Agreement, at Franchisor'ssole option, take an assignment ofFranchisee'sinterest
thereunder, without the consentofthe Lessor orproperty owner, without liabihty for accrued obligations, pay^^
ofadditional consideration or increase in rent, and at any time thereafter, reassign the lease toanew franchisee.
Franchisor'sexecutionofthisAgreementisconditionedupontheabove-referenced lease addendum in tbe form
attached hereto^ as Fxbibit^^LeaseAddendum^which shall he signed bv Franchisee and attached and made
part ofthe lease for tbe Studio. Franchisee acknowledges tbat it has been advised to have any lease reviewed by
Franchisee'sown legal counsel.
7.3 Unit Development. Franchiseeagrees that afterobtainingpossessionof the Authorized Location,

Franchisee will promptly,atFranchisee'ssole expense:
A. Obtain any standard plans andôr specifications from Franchisor;
B. Fmployaqualified licensed architect, as required by state or local codes,to prepare all drawings,
designs, plans and specificationsft^rtbe Studio, and submit same to Franchisor for review and approval prior to
commencing construction;
0. Complete the construction or remodeling ofthe Studio in full and strict compliance witb plans
and specifications approved by Franchisor,and in compliance witb all applicable ordinances, building codes and
permit requirements;
O Purchase or lease, in accordance with Franchisor'sstandards and specifications, all fitness

equipment, fixtures, inventory, supplies and signs required for the Studio;
F. Hire and train the initial operating personnel according to Franchisor's standards and
specifications; and
F Complete development of and have the Studio open for business not later than s i x ^ m o n t h s
after the date that Franchisor accepts this Agreement.
74 Franchisee's Responsibility. Although Franchisor may provide Franchisee with various standard or
sample plans and specifications with respect to constructing and equipping the Studio, it is Franchisee's sole
responsibility to construct and equip the Studio in compliance with all applicable federal, state and local 1^^
regulations, including, without limitation, all building codes, fire and safety codes, environmental laws,
Occupational Safety and Health Administration laws, health laws, sanitation laws, Americans with ^
Act and all otber requirements thatmay be prescribed by any federal, state or local governmental agency
Franchisee further aclôwledges and agrees that Franchisee is, and will continue to be at all times during the
Term, solely responsihle for all employment decisions and to comply with all state, federal, and local b ^ ^
and functions ofthe Studio, including without limitation,those related to hiring, firing, training
requirements, compensation, promotion, record-keeping, supervision, and discipline ofemployees, paid or
ft^llor part-time. Franchisee'semployees must be competent, conscientious, and properly trained. Franchise
aclôwledges that nothing in this Agreement shall, or may he construed to, create any type of employer or joint
employer relationship between(a) Franchisee or any ofFranchisee'spersonnel,and (b)Franchisorinany matter
^ A K T Franchise, LLC t3
2018Pranchise Agreement
of its sub-sections.
Your Initials: /
8. STUDIO IMAGE AND OPERATING STANDARDS
8.1 Compliance. Franchisee acknowledges and agrees that every detail regarding the appearance and
operation of the Studio is important to Franchisor, Franchisee, the System and other AKT franchisees in order to
maintain high and uniform operating standards, to increase demand for the classes sold by all franchisees, and to
protect Franchisor's reputation and goodwill, and, accordingly, Franchisee agrees to comply strictly at all times
with the requirements of this Agreement and Franchisor's standards and specifications (whether contained in the
Manual or any other written or oral communication to Franchisee by Franchisor) relating to the appearance or
operation of the Studio. Franchisee acknowledges that other Studios may operate under different forms of
agreement with Franchisor, and that the rights and obligations of the parties to other agreements may differ from
those hereunder.
8.2 Franchisor's Right to Inspection. To determine whether Franchisee is complying with this Agreement
and Franchisor's standards and specifications, Franchisor reserves the right to supervise, determine and approve
the standards of appearance, quality and service pertinent to the Studio including, without limitation, the right at
any reasonable time and without prior notice to Franchisee to: (1) inspect and examine the business premises,
fitness equipment, facilities and operation of the Studio in person or by web accessible surveillance cameras with
audio, which are required to be installed in each classroom in the Studio; (2) interview Franchisee and Franchisee's
employees, including any independent contractors; (3) interview Franchisee's members and customers, suppliers
and any other person with whom Franchisee does business; (4) confer with members and staff of government
agencies with authority over Franchisee about matters relevant to the Studio; and (5) use "mystery shoppers," who
may pose as customers and evaluate Franchisee and Franchisee's operations.
8.3 Personnel. Franchisee agrees to employ in the operation of the Studio only persons of high character and
ability who maintain and exhibit traits of enthusiasm, cleanliness, neatness, friendliness, honesty and loyalty, it
being recognized by Franchisee that such persons are necessary in order to promote and maintain customer
satisfaction and the goodwill of the System. Franchisee agrees to staff the Studio at all times with a sufficient
number of qualified^ competent personnel who have been trained in accordance with Franchisor's standards.
Franchisee shall be considered the employer of all employees and independent contractors of the Studio. It is the
sole responsibility of Franchisee to hire, discipline, discharge and establish wages, hours, benefits, employment
policies and other terms and conditions of employment for its employees and independent contractors. Franchisee
is responsible for obtaining its own independent legal advice regarding the employment of employees and
independent contractors, and complying with any and all applicable laws pertaining thereto. Franchisor shall have
no responsibility for the terms and conditions of Franchisee's relationship with Franchisee's employees and/or
independent contractors. Franchisee shall engage in no discriminatory employment practices and shall in every
way comply with all applicable laws, rules and regulations of federal, state and local governmental agencies,
including, without limitation, all wage-hour, civil rights, immigration, employee safety and related employment
and payroll related laws. Franchisee shall make all necessary filings with, and pay all taxes and fees due to, the
Internal Revenue Service and all other federal, state and local governmental agencies or entities to which filings
and payments are required.
8.4 Products and Services to be Offered for Sale.
A. Approved Services and Approved Products Generally. Franchisee acknowledges that the
presentation of a uniform image to the public and the offering of uniform services and products is an essential
element of a successful franchise system. In order to insure consistency, quality and uniformity throughout the
System, Franchisee agrees: (i) to sell or offer for sale only the services or products that have been expressly
18 AKT Franchise, LLC 14

approved^êbyFranch^
not to device fromPranchiso^ss^
any services or products tbat Franchisor may, in its Franchisor shah supply
Franchisee withahstofsuppherstromwhichFranchiseeisrequiredtopurchase fitnessequipment, dance
equipmentâccessories, products or services fortheStudio.Franchisormay change this hsth^^
upon notification to Franchisee, Franchisee shah oniy purchase fitness equipment, dance equipmentâcces
products or services from approved suppliers as specified on the changed hst. Franchisor,or an affiliate of
Franchisor, may headesignated or approved supplier ofcertain equipment, gear, merchandise, apparel and
supplies Franchiseeagreesto keepthe Studio andfitnessequipment in clean condition, with all equipment well^
maintained and operational, and he ahle at all times during husiness hours to provide members with all services
and products specified by Franchisor.
B. ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ Franchisee agrees that: (i) afi

purcbasedexclusively from approved suppliers and must he maintained according to manufacturer or Fr^^
specifications, as applicable; and (ii) Franchisee must use the real estate attorney designat^^
review and negotiate tbeleasefr^rthe Studio. Franchisee aclôwledges and agree
any time in ^turebecome)anapproved or designated supplier for certain dance andôr fitness equ^
equipment, products, logo items, signageand artwork, thatFranchisor may derive income from the sal^
items, and that theprice charged hy Franchisor may refiectaprofit.
C ^ ^ v ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
Franchisee and those it employs must teachAKT classes exactlyas specified in the Manual andm
materialsprovidedbyFraricbisor Franchiseeagrees notto add any exercises, training or dance routines, workout
regimens, choreography or other forms ofinstruction that are not approved by Franchise
notto leave out any exercises, choreography, workout regimens,or other forms
Franchisor.
D. ^ ^ ^ ^ B f ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
ThepartiesagreeandaclôwledgethatFrancbiseemay not offeror provide AKT
University at tbe Studio or otherwise, unless and until:
1. The Studio employs a Master Training by completing the following requirements: (i)
Franchisorapproves an Authorized AKTfnstructorto attend and complete the masterfraining
program described in Section 6.3(F) of this Agreement; (ii) Franchisee or the Authorized
AKT Instructor at issue paysFranchisor the requiredMasterTrainer fees associated with the^
training; (iii) that Authorized AKT Instructor completes the foregoingprogram and is
approved asaMasterTrainer; and (iv)Franchisor provides written notice to Franchisee tbat
the Master Trainer can provide AKT University at the Studio (the "AKT University
Supplemental Service Conditions"); or
2 Franchisee pays the applicable hourly rate and travel and related expenses required to have
anoutsideMasterTrainerprovide AKT University at the Studio
3 Intheeventthe AKT University Supplemental Service Conditions are satisfied,only the

MasterTrainer(s)thathavesatisfiedtheconditionsmay provide AKTUniversity at tbe
Studio, subject to the following terms:
a. Franchiseemust ensurethat its MasterTrainer provides AKT University in strict

accordance with System standards and specifications, as well as the materials that
Francbisorprovidesforuse inconnection with the provision of AKT University(the
"AKT University Materials");
A8AKT Franchise, LLC i5

2018Francbise Agreement
b. With regardsêachchem that
agrees and acôw^dgesthat^^Franchisorwih receive t^^
University Tnhionassoeiated with providing theProgram to thatehent from the
ehent direetiy via onhnesehednhng^payment or other methodFranehisor designates;
(ii)nniessFranehisor agrees otherwise inaseparate writing, Franchisee may not
accept anyAKT UniversityTuition; and (iii) Franchisor wih he entitled to its then-
current portion of the AKT University Tuition as considerationfr^rthe inteiiecn^^
propertyandAKTUniversityMateriaisassociatedwiththe Program hefore remitting
the haiance of the AKT UniversityTuition to Franchisee; and
c The revenue generated hythe provision o f A K T University at the Studio wih not he
accounted tor in thedefinition of "Gross Salesôf the Studio forpurposes of
calculating the Royalties or Fund Gontrihution due to Franchisor hereunder and wih
he accountedfor separate andapartfromallotherGrossSales of theStudioin
required financial reporting under this Agreement.
F. ^ ^ ^ ^ ^ v ^ ^ ^ v ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ IfFranchisee pr^^
products, classes or services that have not heen approved hyFranchisor,Franchisee shall first notify Franchisor
in writing and suhmit sufficient information, specifications and samples concerning such product, classed
supplier andôr service foradetermination hythe Franchisor whether such product, classes or supplier of servi^^
complieswiththeFranchisor'sspecificationsandstandardsandôr whether such supplier meets the Franchisor's
approved supplier criteria. Franchisor shah, within ninety (90) days, nothy Franchisee in writing whether or not
suchproposedproduct,classandBorsupplierorservice is approved, as determined in Franchisor'sdiscretion.
Franchisor reservestheright to chargeFranchiseereasonahle costs inconnection with Franchisor'sreview,
evaluation and approval of alternative suppliers. These charges may include reimhursement for travel,
accommodations, meal expenses, and personnel wages Franchisor may from time to time prescribe procedures
for the submission ofrequests for approved products andBor suppliers or services and ohligations that approved
suppliers must assume(which may he incorporated inawritten agreement to he executed by approved suppliers)
Franchisor reserves the right to revoke its approval ofapreviously authorized supplier, product, class or se^^
whenFranchisordeterminesinits discretion that such supplier,product, class or serviceis not meeting the
specifications and standardsestablished by Franchisor.lfFrancbisormodifies its list of approved products, c ^
andôr suppliers andôr services, Franchisee shall not, after receipt in writing ofsuch modification, reorder any
product or utilize any supplier, product, class or service that is no longer approved.
F ^ ^ ^ ^ ^ ^ Franchisee aclôwledges and agrees that Franchisor may sell products

services to members located anywhere, even ifsuch products and services are similar to what Franchisor sells to
Franchisee and what Franchisee ofl^rs at the Studio Franchisor may use the internet or alternative channels of
commerce to sell AKT brand products and services Franchisee may only sell tbe products and services from the
Studio'sapproved location, and may only use the internet or alternative channels of commerce to offer or sell tbe
products and services,aspermittedby Franchisor, inorder to register memberslorclasses.Nothinginthe
foregoing sballprohibit Franchisee fromobtainingmembersoverthelntemet provided Franchisee's internet
presence and content comply with the requirements ofthis Agreement.
G. B f ^ ^ ^ ^ ^
not actively solicit potential members or customers, or otherwise promote the franchised business through any
targeted advertising^marketing, outside of the DesignatedTerritory.Nothing in this Agreements
prohibit Franchisee from servicing members and other customers that contact Franchisee or tbe Studio, regardless
ofwhere those membersBcustomers reside or work
H. ^ ^ ^ ^ ^ ^ ^ ^ ^ C ^ ^ ^ ^ U n l e s s F r a n c b i s o r directs
Franchisee agrees not to sell vitamins, supplements or other nutritional products or food items, including bot^^^
water,at the Studio.
©^18AKTF^nebise,LLG 16
2018Pranehise Agreement
L ^ ^ ^ ^ ^ Franchisor reserves^
day Franchisee ofrcrs or schs unauthorized products or services from
ofrcr or provision of AKT University inamanncr that is not consistent with this Agrc^
85 Compliance with Laws. Franchisee agrees to comply with ah federal, state and iocaiiaws^ruics, and
regulations and shall as soon as practicable, hut in any event prior to the opening for husiness ofthe Studio, ohtai^
ah municipal and state permits, certificates or licenses necessary to operate the Smdio and shall file and puhh
if required hy applicable law,accrtificatc of doing business (whether undcrafictitious name or othcrw^^
Franchisee acknowledges and agrees that it has the sole responsibility to investigate and comply with any
applicable laws in the state where the Studio is located tbat arc specific to the operation ofahcaltb^fitncss^
For example, some states require that hcalth^fitncss facilities havcastaff person available during all hours
operation that is certified in basic cardiopulmonary resuscitation or other specialized medical trainm^ Some state
or local laws may also require that hcalth^fitncss facilities have an automated external defibrillator a n d ^
first aid equipment on the premises. Franchisee shall operate and maintain the Studio in strict compliance with
ah employment laws, building codes, fire and safety codes, environmental laws, Occupational Safety and Hcal^^
Administrationlaws,hcalthandsafcty laws, sanitation laws, Americans with Disabilities Act an
requirements that may he prescribed by any federal, state or local governmental agency. Franchisee agrees to
immediately provide Franchisor with acopy ofany notice received by Franchisee from any state, local or
governmental agency pertaining to compliance with any codes or requirements, or the failure to comply wh
codes or requirements, at the Studio. Franchisee hereby certifies and represents that Franchisee, and any of its
affiliates, any of its partners, members, shareholders or other equity owners, and their respective employees,
officers, directors representatives or agents, arc not actm^
group, entity or nation named hy any Executive Order or the United StatcsTrcasury Department a s a t c r r o ^
"Specially Designated National andBlockcd Fcrson,"orothcrbanncdorblockcdpcrson,cntity,nationor
transaction pursuant to any law,ordcr,rulcorrcgulation that is enforced or administered by the
Assets Control Franchisee hereby agrees to defend, indemnify and bold harmless Franchisor from and against
any and all claims, damages, losses, risks, liabilities and expenses (including attorneys'fec^
from or related to any breach ofthe certifications set forth in this paragraph.
8.6 Opcrationai Efforts Franchisee may appointaDcsignatcd Manager to assist in the direct, day-today,
supcrvisionofthcopcrationsof the Studio, provided tbat DcsignatcdManagcrsucccssfully completes the
Designated ManagcrTrainingFrogramprior to commencing any management responsibilities at the
Franchisee agrees to keep Franchisor advised, in writing, ofany manager and all teachers involved in the o p c ^
ofthefranchisedbusiness and their contact information. Franchisee agrees to keep the Studio open for the hours
statcdinthcManual andas deemed appropriate by Franchisor IfFranchisee docs not havcaDcsignatcd Manager,
then Franchiscc(or its Operating Frincipal,as applicablc)must be on-site at the Studio during normals
hours to manage day to day operations
8.7 Cood Standing Franchisee will be considered in "Cood Standing" ifFranchiscc is not in default ofany
obligation toFranchisororanyofFranchisor's affiliatcs,whcthcr arising under this Agreement or any o ^
agreement between Franchisee and Franchisor(or any of Franchisor's affiliates), the Manualor other System
requirements.
8.8 Performance Standards. Franchisee and Franchisor havcasharcd interest in the Studio performing at
or above the System Standards Franchisor would not have entered into this franchise relationship ifFranchisor
had anticipated that Franchisee would not meet these Performance Standards.
A. ^ B ^ ^ ^ ^ ^ ^ Franchisor may choose, in its solcdiscrction, to evaluate the Studio for

comphancc with the System Standards using various methods (including,but not limited to,inspcctions,ficld
service visits, surveillance camera monitoring, member commcnts^survcys, and secret shopper reports)
Franchisee must meet minimum standards for cleanliness, equipment condition, repair and function, and customer
©^18AKTF^hi^,EEC 17
2018Prancbise Agreement
service. Franchisee's employees, including any independent contractors, must meet minimum standards for
courteousness and customer service.
B. Minimum Monthly Gross Revenue Quota. Unless waived by Franchisor due to unique market
conditions, Franchisee must meet a certain Minimum Monthly Gross Revenue Quota. If Franchisee fails to
51
achieve and maintain average monthly gross revenues of $30,000 by the 1 year anniversary of the opening of the
nd
Studio and average monthly gross revenues of $40,000 by the end of the 2 year anniversary and each succeeding
year thereafter, then Franchisor may institute a corrective training program and/or require Franchisee to perform
additional local marketing. If Franchisee fails to meet the Minimum Monthly Gross Revenue Quota for 36
consecutive months at any time during the Term of this Agreement, Franchisor, at its sole discretion, may institute
a mandatory corrective training program or terminate this Agreement upon written notice to Franchisee.
of its sub-sections.
Your Initials: /
9. ADVERTISING AND MARKETING

9.1 Fund.
A. Upon Franchisor's establishment of a Fund, Franchisee will be required to pay the appropriate
Fund Contribution to Franchisor as described in Section 5.5 of this Agreement. In the event Franchisor increases
the Fund Contribution from what it is as ofthe date this Agreement is signed, Franchisor will provide at least 60
days' written notice of such increase in the Fund Contribution.
B. Once established, the Fund will be administered by Franchisor as it deems appropriate in its
discretion. Franchisor may establish a committee to serve in an advisory capacity only with respect to providing
guidance and advice on Fund-related matters (the "MFC"), but Franchisor is under no obligation to do so. In the
event an MFC is established in connection with the Fund, Franchisor will determine how best to structure and
work with the MFC and Franchisor will have the right to dissolve any established MFC upon 30 days' written
notice to Franchisee. The Fund will be maintained and operated by Franchisor, as it deems appropriate in its
discretion, to meet the costs of conducting regional and national advertising, promotional, marketing activities, as
well as related technology and other brand development activities, that are deemed most beneficial to the System.
C. Franchisor will have complete control and discretion over how to administer the Fund and Fund
Contributions to determine the advertising, marketing and public relations programs and activities financed by the
Fund, including the creative concepts, materials and endorsements used and the geographic market, media
placement and allocation. Franchisee agrees that the Fund may be used to pay the costs of preparing and producing
associated materials and programs as Franchisor may determine, including the use of social media; video, audio
and written advertising materials employing advertising agencies; sponsorship of sporting, charitable or similar
events; administering regional, national and multi-regional advertising programs including purchasing direct mail
and other media advertising, website development/operation and to pay Internet, Intranet, URL, (800) or similar
number, and other charges, fees and/or expenses, including employing advertising agencies to assist with
marketing efforts; and supporting public relations, market research and other advertising, promotional and
marketing activities. A brief statement regarding the availability of AKT franchises and details about the franchise
offering may be included in advertising and other items produced using the Fund.
D. Franchisor may spend in any calendar year more or less than the total Advertising Contributions
to the Fund in that year. Franchisor may cause the Fund to invest any surplus for future use by the Fund.
Franchisor may borrow from Franchisor or other lenders on behalf of the Fund to cover deficits of the Fund.

E. Franchisor andBor any F r a n c e
etc. (mciuding administrative services anôr"in-ho^
reimbursed for the samchythcFnnd,providcd that any such compensation mus^
Franchisor can arrange tor goods, services, materials, etc. (including administrative
independent pcrsons^companics and ah related costs, tecs, etc wih he paid by the Fund.
F. ThcFundwillbcaccountcdforscparatclyfromFranchisor'sothcrtunds and Franchisor will not

use the Fund for its general operating expenses. Ah taxes ofany kind incurred in connection with or related to
the Fund, hsactivhics^ contributions to the Fund andôr any other Fund aspcct,whcthcr imposed on Franchi^^
the Fund or any other related party, will be the sole responsibility ofthe Fund. Franchisor will not be required to
audit the Fund, but will provide an annual accounting ofthe Fund at the written request ofFranchisee that is made
120 days after the fiscal year at issue All interest earned on monies contributed to, or held in, the Fund will be
remitted to the Fund and will besuhjectto the restrictions ofthe relevant Franchise Agrccmcnt^^
C You acknowledge that the Fund Contributions arc intended to maximize general public
recognition of and the acceptance o f t h e Intellectual Property forthe benefit of the System as a whole.
Notwithstanding the foregoing, Franchisor undertakes no obligation, in administcrm^
make expenditures foryou that arc equivalent orproportionatc to your contribution, or to insure that any pa^^^
AKT business benefits directly o r ^ B ^ ^ ^ from advertising or promotion conducted wi^^
Fl. Franchisor maintains the right to terminate the collection and disbursement of the Fund
Contributions and the Fund. Upon termination, Franchisor will disburse the remaining funds for the purposes
authorized under this Agreement.
1 In the event Franchisor or anyAffrliatcofFrancbisor owns and opcratcsaStudio utilizing the

System, these Corporate Studios will contribute to the Fund on the same basis that franchised Studios in the
System arc required to contribute.
92 Grand Cpcuiug Marketing; Local Marketing Activities.
A ^ ^ ^ ^ ^ ^ Franchisee must spcndaminimumofFifrccnThousand Dollars (S15,000) in

connection whh the grand opening and inhial launch marketing ofthe Studio around the t i m c ^
as reasonably directed by Franchisor (the "Grand Opening Marketing Spend"). Franchisor may also rc^^^
Franchisee expend all or any portion oftbe Grand Opening Marketing Spend on initial markctingâdvertism^
andôr public relations materials or services that arc purchased from an Approved Supplier
B. ^ ^ ^ v ^ ^ ^ ^ ^ ^ ^ ^ Franchisee is responsible for local advertising and marketing

activities to attract members to the Studio. Franchisee must expend at lcastSl,500 per month on approved local
advertisingand marketing activities designed to promote the Studio within the Designated Territory. Upon
Franchisor'swrittcn request, Franchisee must provide Franchisor with an accounting of all expenditures made by
Franchisee to comply with this Section, along with any invoices or other documentation to support such
expenditures.
C ^ v ^ ^ ^ ^ ^ ^ B ^ Franchiscc'sadvcrtisingwill be in good taste and contorts to ethical and

legal standards and ourrcquircmcnts Francbisormay require Franchisee to submit samples ofall advertising and
promotional matcrials(andanyusc of the Marks andôr other formsof commercial identification)!^^
including the lntcmct,WorldWidcWcb or otherwise. Franchisor retains the right to approve or disapprove of
such advertising, in its sole discretion. Franchisee agrees not to use any materials or programs disapproved by
Franchisor.
D. B f ^ ^ ^ Franchisor must approve any form of co branding, or advertising with other brands,
products or services, in writing, in advance.
©2018AKTP^bis^LLC 19
9.3 Social Media Activities. As used in this Agreement, the term "Social Media" is defined as a network of
services, including, but not limited to, blogs, microblogs, and social networking sites (such as Facebook, Linkedln
and MySpace), video-sharing and photo-sharing sites (such as YouTube and Flickr), review sites (such as Yelp
and Urbanspoon), marketplace sites (such as eBay and Craigslist), Wikis, chat rooms and virtual worlds, that
allows participants to communicate online and form communities around shared interests and experiences. While
it can be a very effective tool for building brand awareness, it can also be devastating to a brand if used improperly.
Therefore, Franchisee must strictly follow the Social Media guidelines, code of conduct, and etiquette as set forth
in the Manual. Any use of Social Media by Franchisee pertaining to the Studio must be in good taste and not
linked to controversial, unethical, immoral, illegal or inappropriate content. Franchisor reserves the right to
"occupy" any Social Media websites/pages and be the sole provider of information regarding the Studio on such
websites/pages (e.g., a system-wide Facebook page). At Franchisor's request, Franchisee will promptly modify
or remove any online communication pertaining to the Studio that does not comply with this Agreement or the
Manual.
9.4 Franchisee Marketing Group(s) ("Co-Ops"). Franchisor may decide to form one or more associations
and/or sub-associations of AKT Studios to conduct various marketing-related activities on a cooperative basis (a
"Co-Op"). If one or more Co-Ops (local, regional and/or national) are formed covering Franchisee's area, then
Franchisee must join and actively participate. Each Studio will be entitled to one (1) vote, but in order to vote the
Studio must be in Good Standing. Franchisee may be required to contribute such amounts as are determined from
time to time by such Co-Ops.
of its Sections.
Your Initials: /
10. FINANCIAL REPORTS, AUDITS, COMPUTER SYSTEM AND INSURANCE

REQUIREMENTS
10.1 Records and Reports. Franchisee shall maintain and preserve for four (4) years or such period as may
be required by law (whichever is greater) from the date of their preparation such financial information relating to
the Studio as Franchisor may periodically require, including without limitation. Franchisee's sales and use tax
returns, register tapes and reports, sales reports, purchase records, and full, complete and accurate books, records
and accounts prepared in accordance with generally accepted accounting principles and in the form and manner
prescribed by Franchisor. Franchisee agrees that its financial records shall be accurate and up-to-date at all times.
Franchisee agrees to promptly furnish any and all financial information, including tax records and returns, relating
to the Studio to Franchisor on request.
10.2 Right to Conduct Audit or Review. Franchisor shall have the right, in its sole determination, to require
a review by such representative^) as Franchisor shall choose, of all information pertaining to the Studio including,
without limitation financial records, books, tax returns, papers, and business management software programs of
Franchisee at any time during normal business hours without prior notice for the purpose of accurately tracking
unit and System-wide sales, sales increases or decreases, effectiveness of advertising and promotions, and for
other reasonable business purposes. Such review will take place at the Studio or Franchisee's head office (if
different), or both, and Franchisee agrees to provide all information pertaining to the Studio requested by
Franchisor during its review. If the review is done because of a failure by Franchisee to furnish reports, supporting
records or other required information or to furnish the reports and infonnation on a timely basis. Franchisee shall
reimburse Franchisor for all costs of the audit or review including, without limitation, travel, lodging, wage
expense and reasonable accounting and legal expense. The foregoing remedies shall be in addition to any other
remedies Franchisor may have under this Agreement or applicable law.

10.3 Computer System and Software. Franchisee must acquireacom^
Studio. Frauehisee agrees to record ah of its r e e e ^
schedules and other husmessiutbrmat^
specifies or otherwise approves. Franchisor reserves the rigbt to change the computer system, and the accouutiug,
businessoperations, customer service and otber software at any time Data, including names, addresses, contact
inft^rmation, and credit card or payment inform
software, and will become the joint property ofFranchisee and Franchisor during tbeTerm of this
Franchisee wihprovideFranchisorwith any passwords necessary to access the business informations
that is stored on tbe required software and online. Franchisor may use suchintbrmation to communicate directly
to the members ofthe Studio, and to provideupdates,m
Franchisee must upâde and maintain the computer system and software in the Studio, as requh^
ftom time to time, and pay any fees associated withsuchupgrades. Uponexpiration or termination of this
Agreement, Franchisee shall have no^rther access or rights to thememberinft^rmationandFrancbis^^
the sole owner ofsuch intbrmation.
10.4 Insurance.
A. FriortoopeningtheStudioforhusinessand throughout theentiretermof this Agreement,

Franchisee will keep in ft^rceatFrancbisee'sown expense and by a
insurance coverages:
(1) Workers' Compensation and Employer's Liability Insurance as well as such otber
insurahce,with statutory limits, as required by law in the jurisdiction where th^
Employers Liability or "Stop Cap" insurance, with limits of not less thanSl,000,000ea^^
(2) Commercial Ceneral Liahihtylnsurance,Cccurrence

prefect aggregate, witb the showing coverages: owners and contractors protective liabh^^
damage, contractual liability, severability of interest clause; personal and advertising injury; and
products^completed operations; medical p a y m e n t
suits, ohligations, habilities and damages, including attorneys'tees, based upon or arising out of a c ^
personal injuries or property damage resulting from or occurring in the course of, or on or abou^
relating to the ftanchised business including general aggregate coverage in tbe following limits:
Reomred Coverage Mmlmum Limits of Coverage

Ceneral Aggregate S5,000,000
Froducts^Completed Operations Aggregate S5,000,000
Fersonal and Advertising Injury SI,000,000
Each Occurrence S1,000,000
Participant Legal Liability $1,000,000
Professional Liability $1,000,000
Employee Benefits Liability (per employee) $1,000,000
Employee Benefits Liability (aggregate) $2,000,000
Damage to Rented Premises (per occurrence) $1,000,000
Medical Expense(any one person) $5,000
(3) "ALL f^SK" or special form property coverage ofno less than current replacement cost
ofthe Studio'sequipment, fixtures and leasehold improvements(tenantimprovemenfs)sufficientm
restore the Studio to full operations. Class coverage no less thanahmitof$25,000 and sign coverages less than
alimitof$10,000 in addition to equipment, fixtures and leasehold improvements;
©2018AKFPranehise,EEC 21
2018 Francbise Agreement
(4) ^ Business i n ^ u p f i o n m ^
losses (For purposes of this Agreemen^"GrossSales"sbahinelude any ^
eouueetiouwitha"husiuess interruption" insurance eiaim);
(5) Auto Liability (Hired and Non-owned autos^withaSiÔOÔOCombm^

Faeh Accident for Bodily Injury and Property Damage,ifFranehiseeutilizesavehiele in
operation ofthe Studio; and
(6) Employment Practices Liability with alimit noless tbanSLOOOÔOperclaimand

$1,000,000 aggregate per locatiomLhe retention may not exceedSLOOO.
B Allinsurance policies must be writtenbyauinsurauce company licensed in the state in which

Pranchisee operatesits Studio Lheinsurance company must have at least an"A"Rating Classification as
indicatedinA^Best'sKev Rating Guide.
C. Franchisor reservestheright, from time totime, in itsdiscretion,toupgradetbeinsurance

requirements or lowerthe required amounts as to policy limits, deductibles, scope ofcoverage,orratingofc^^
in response to current industry standards, market conditions andôr landlord requirements. Within sixty(60) days
of receipt of notice from Franchisor, Franchisee agrees to revise its coverage, as specified in any notice from
Franchisor
D Franchisee's obligation to obtain and maintain insurance shall not be limited by reason ofany
insurance that may be maintained by Franchisor nor relieve Franchisee ofliability underthe indemnityprovisions
set forth in this Agreement. Ah insurance policies and coverage must name Franchisor as an additional insured,
waive any subrogation rights or other rights to assertaclaim back against Franchisor and shall containaclause
requiring notice to Franchisor thirty (30) days in advance of any cancellation or material change or cancellation
to any such policy Franchisee shall give Franchisor certificates ofcoverage at least annually. Failure to obtain
or the lapse ofany ofthe required insurance coverage shall be grounds for the immediate termination ofthis
Agreement pursuant to Section 151,and Franchisee agrees that any losses, claims or causes of action arising afrer
the lapse ofor termination ofinsurance coverage will be the sole responsibility ofFranchisee and that Franchisee
will hold Franchisor harmless from allsuchlosses, claims andôr causes of action. lnaddition,butnottothe
exclusion of the foregoing remedy,ifFranchisee fails to procure or maintain the required insurance, Fra^
shall have the right and authority, but not the obligation, to procure immediately the insurance and Franchisee
shall reimburse Franchisorfr^rtbe cost ofthe insurance plus reasonable expenses immediately upon written notice
Franchisee is required to submit to FranchisoracopyofaCertificateoflnsurance,withFranchisoras an additional
insured, showing compliance with the fr^regoing requirements at least thirty (30) days before Franchisee
commences operation ofthe Studio. Franchisorshallhaveasecurity interest in all insurance proceeds to the
extentFranchisee has anyoutstanding obligations to Franchisor.
1 have read Article 10, understand it, and agree to comply with
each of its Sections.
Your Initials: /
11. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION
11.1 Independent Contractor. The only relationship between Franchisor and Franchisee created by this
Agreement is that of independent contractor. The business conducted by Franchisee is completely separate and
apart from any business that may be operated by Franchisor and nothing in this Agreement shall create a fiduciary
relationship between them or constitute either party as agent, legal representative, subsidiary, joint venturer,
partner, employee, servant or fiduciary of the other party for any purpose whatsoever. Franchisee shall hold itself
out to the public as an independent contractor operating the business pursuant to a license from Franchisor, and

Franchisee agrees to take such a c t ^
as Franchisor may specie h i s further specificatiy agreed that Franchisee is not an achate ofFranchisor and
that neither party shah have authority to act for the other in any manner to create any obhgations or indehtedness
that would he hinding upon the other party. Neither party shah he in any way responsihie tor any acts andôr
omissions ofthe other, its agents, servants or employees and no representation to anyone wih he made hy either
party that would create an implied or apparent agency or other similar relationship hy and hetween the parties.
11.2 tudcmmficatiun.Franchisees asamaterialnart of the consideration to he rendered to Franchiso

toîndemnity,defend and hold Franchisor,as well asFra^
shareholders,affiliates,suhsidiaries,employees, servants, agents, successors and assignees(collect^^
"Indemnitees"), harmless horn and against any and all losses, damage, claims, demands, liahilities and c
actions of every kind or character and nature, as well as costs and expenses incident thereto (including reasonahle
attorneys'tees and court costs), that are brought against any of the lndenîtees(collectively,the"^
ariseout of or are otherwise related to Franchisee's(a)hreach or attempted breach of, or misrepresentation
this Agreement or in connection with the offer^sale of the Studio prior to the execution ofthis Agree^^
ownership, construction,development, management, or operation ofthe Studio in any manner; andôr(c) gross
negligence or intentional misconduct. Notwithstanding theforegoing, at Franchisor's option, Franch^
choose to engage counsel and defend against any sucb Claim and may require immediate reimbursement from tbe
Franchisee ofall expenses and fees incurred in connection with such defense.
I have read Article 11, understand it, and agree to comply with
Your Initials: /
12. CONFIDENTIAL INFORMATION
12.1 Franchisor's Confidential Information.
A. Franchisee acknowledges and agrees that all information relating to the System and to the
development and operation of the Studio, including, without limitation, the Manual, Franchisor's training
program, members and supplier lists, or other information or know-how distinctive to an AKT Franchise (all of
the preceding information is referred to herein as the "Confidential Information") are considered to be proprietary
and trade secrets of Franchisor. Franchisee agrees that all Confidential Information is to be held in the strictest of
confidence during and after the term of this Agreement and is not to be divulged to anyone directly or indirectly
at any time, except to Franchisee's Studio employees, including any independent contractors, with a need to know
the information in order to operate the Studio. Upon Franchisor's request, Franchisee shall require the Studio's
employees and any independent contractors to execute a nondisclosure and non-competition agreement in a form
satisfactory to Franchisor. Franchisee shall not acquire any interest in the Confidential Information other than the
right to utilize it in the Studio and agrees not to copy, duplicate, record or otherwise reproduce any Confidential
Information, in whole or in part, nor otherwise make them available to any unauthorized person, nor use them in
any other business or in any manner not specifically authorized or approved in writing by Franchisor. Franchisee
shall adopt and implement all reasonable procedures to prevent unauthorized use, duplication or disclosure of
Franchisor's Confidential Information. If Franchisee or Franchisee's employees or any independent contractors
leam about an unauthorized use of any trade secret or confidential materials, Franchisee must promptly notify
Franchisor. Franchisor is not obligated to take any action, but will respond to the information as it deems
appropriate. IfFranchisee at any time conducts, owns, consults with, is employed by or otherwise assists a similar
or competitive business to that francbised hereunder, the doctrine of "inevitable disclosure" will apply, and it will
be presumed that Franchisee is in violation of this covenant; and in such case, it shall be Franchisee's burden to
prove that Franchisee is not in violation of this covenant.
B. Franchisee agrees that any new concept, process or improvement in the operation or promotion

ofthe Studio developed by or on behalfofFranchisee that relates to
any aspeetofPranehisor'sbusiness, shall
Pranehisor and shall provide Pranehisor with all neeess
mernorialize said ownership, or, if ueeessary^Pranehisee'sassignment of sueh ownersbip to ^
eompensation. Pranehiseeaeknowledges that Pranebisor may utilizeordiselose sueh intbrmation toother
Franehisees.
1^2 No Otberluterests.Franehisee further aelôwledês that Franehisor would be unable t^

Confidential Information against unauthorized use or disclosure and would be unable to eneourageafreeexeha^^
of ideas and information among AKT franehisees if its franchisees were permitted to bold an interest in
fitness orSStudio businesses and otherwise to compete with Franchisor. Therefore,during the term of this
Agreement, Franchisee must comply witb the competitive covenant provisions of Article 13herein.
12.3 IniuuctivcRehcf. Franchisee expressly agrees that the existence of any claims it may bave against
Franchisor, whether or not arising out of this Agreement, shall not constituteadefense to the enforcement of
Article 12. Franchisee acknowledges and agrees that any failure to comply with tbe requirements ofthis Article
12 will cause Franchisor irreparable injury for which no adequate remedy at law is available, and Franchisee
accordingly agrees that Franchisor shallbe entitled toinjunctive relief as specified in Section 16.2 herein to
enforce the terms ofthis Article 12. Franchisee shall pay all costs and expenses, including, without limitation,
reasonable attorneys'fees, incurred by Franchisor in connection with the enforcement of this Articlel2 Tbe
foregoing remedies shallbe in addition to any other remedies Franchisor may have under this Agreement or
applicable law
each ofits Sections.
Your Initials: /
13. COVENANTS NOT TO COMPETE
13.1 Non-Competition Covenants ofFranchisee.
A. During (he Term of this Agreement. Neither Franchisee, its principals, owners, or guarantors, nor
any immediate family of Franchisee, its principals, owners, or guarantors ("Restricted Parties"), may, directly or
indirectly, for themselves or through, on behalf of, or in conjunction with any other person, partnership or
corporation own, maintain, engage in, be employed or serve as an officer, director, or principal of, lend money or
extend credit to, lease/sublease space to, or have any interest in or involvement with any (a) dance, fitness or
exercise business, (b) any dance, fitness or exercise marketing or consulting business, (c) any business offering
Approved Services of a similar nature to those of the Studio, or (d) in any business or entity which franchises,
licenses or otherwise grants to others the right to operate such aforementioned businesses described in subparts
(a)-(c) of this Section (each, a "Competing Business"). Furthermore, the Restricted Parties shall not divert, or
attempt to divert, any prospective customer to a Competing Business in any manner.
B. After the Term of this Agreement.
(1) Prohibition on Franchising. For a period of two (2) years after the expiration and
nonrenewal, transfer or termination of this Agreement, regardless of the cause, neither Franchisee, its principals,
owners and guarantors, nor any member of the immediate family ofFranchisee, its principals, owners or
guarantors, may, directly or indirectly, for themselves or through, on behalf of, or in conjunction with any other
person, partnership or corporation, be involved with any business that competes in whole or in part with
Franchisor by offering or granting licenses or franchises, or establishing joint ventures, for the ownership or
operation of a Competing Business. The geographic scope of the covenant contained in this Section is any

Marion where Franchisor can
terminated or expires.
(2) Frohihition on Competing Businesses. For^

ornon-renewai (hyFranchisor or hyFranchisee for any reason)ofthis Agreement or after Franchisees^
its interest in this Agreement, the Restricted Fart^
director,orprincipaiof,iend money to,extend credit to, iease^snhiease space to,or have any interest inor
invoivement with, any other Competing Business:^) at the Authorized Location; or (ii)w
radius of(a)the Authorized Location, or (h)anyother^Franchised Studio or Corporate Studio that is open^
lease or otherwise under deveiopment as ofthe date this Agreement expires or is terminated.
i3.2 Non-SoficitatiouCovenauts.
A. Franchisee agrees notto(a)divertorseek to dive

from another Studio or System franchisee, or (h)empioy or seek to employ any person employed hy Franchisor
or hy any other franchisee ofFranchisor, or otherwise directly or indirectiy induce or seek to induce such person
to leave his orheremploymentduringthe term ofthis Agreement, without ftrstohtainingthe consent ofFranchisor
or any other franchisee ofFranchisor instructors and sales staff may work at more than one Studio. Franchisee
acknowledges that Franchisor has the right to ofrer to sellor to sehanAKTfranchise to any employee of
Franchisee.
B ^ ^ ^ 7 ^ ^ ^ ^ ^ ^ ^ ^ . For t w o ^ y e a r s after the expiration, terminate

renewal (hy Franchisor or hy Franchisee tor any reason) ofthis Agreement or after Franchisee has assigned its
interest in this Agreement, the Restricted Parties sha
formerStudio; (ii) contact any ofFranchisor'ssuppliers or vendors for any competitive husiness purpose; or
solicit any of Franchisor's other employees, or the employees of Franchisor's affiliates or any other System
franchisee, to discontinue employment.
13 3 Enforcement of Covenants.
A Franchisee expressly agrees that the existence of any claimsit may have against Franchisor,
whether or not arising out of this Agreement, shall not constituteadefense to the enforcement of the covenants in
this Article 13. Franchisee acknowledges and agrees that in view ofthe nature ofthe System and the husiness of
Franchisor, the restrictions contained in this A r t i c l e d are reasonahle and necessary to p r o t e c t s
interests ofthe System and Franchisor. Franchisee further acknowledges and agrees that Franchisee'sviolation
of the terms of this Articlel3 will cause irreparable injury to Franchisor for which no adequate remedy at law is
availahle,and Franchisee accordingly agrees that Franchisor shallhe entitled topreliminaryandpermanent
injunctive reliefand damages, as well as, an equitable accounting ofall earnings, profits, and other heneft
from such violation, which remedies shall be cumulative and in addition to any other rights or remedies to which
Franchisor shall be entitled. Franchisee agrees to waive any bond that may be required or imposed in connection
witb the issuance ofany preliminary or provisional relief Franchisee shall pay all costs and expenses, including,
without linhtation, reasonable attorneys'tees, incurred by Franchisor in connection with the enf^^
Article 13 IfFranchisee violates any restriction contained in this Article 13,and it is necessary tbrFranchisor to
seek equitable relief, the restrictions contained herein shall remain in effect until two (2)years afrer su
granted. IfFranchisee contests the enft^rcementofArticle 13 and enforcement is delayed pending litigation, and
ifFranchisorprevails, the period ofnon-competition shall he extendedfr^ran additional period equal to the period
of time that enforcement of this A r t i c l e d is delayed
B. Franchisee agrees that the provisions ofthis covenant not to compete are reasonable If, however,
any court should find this Article 13or any portion ofthis Article 13to he unenforceable andôr unreasonable, t^^
court is authorized and directed to reduce the scope or duration(orboth)of the provision(s)in issue to the extent
necessary to render it enforceable andBor reasonable and to enforce the provision so revised
©î8AKFF^hise,LLC 25
2018Franebise Agreement
C. Franchisor shall have the right, in Franchisor's discretion, to reduce the scope of any covenant
not to compete set forth in this Agreement, or any portion thereof, without Franchisee's consent, effective
immediately upon receipt.by Franchisee of written notice thereof; and Franchisee shah comply with any covenant
as so modified.
Your Initials: /
14. TRANSFER OF INTEREST
14.1 Franchisor's Approval Required. All rights and interests of Franchisee arising from this Agreement
are personal to Franchisee and except as otherwise provided in this Article 14, Franchisee shall not, without
Franchisor's prior written consent, voluntarily or involuntarily, by operation of law or otherwise^ sell, assign,
transfer, pledge or encumber its interest in this Agreement, in the license granted hereby, in the assets of the
Studio, any of its rights hereunder, or in the lease for the premises at which the Studio is located, and any purported
sale, assignment, transfer, pledge or encumbrances shah be hull and void. If Franchisee is a corporation, limited
liability, partnership, or an individual or group of individuals, any assignment (or new issuance), directly or
indirectly, occurring as a result of a single transaction or a series of transactions that alters the Percentage of
Ownership Interest reflected in Section 17.3 of this Agreement,must promptly be reported to Franchisor and is a
"transfer" within the meaning of this Article 14.
14.2 Conditions for Approval of Transfer. Franchisor shall not unreasonably withhold its approval of a
proposed transfer, provided that the prospective transferee, in Franchisor's reasonable judgment, is of good moral
character and reputation, has no conflicting interests, has a good credit rating and sufficient and competent
business experience, aptitude and financial resources acceptable to Franchisor's then-current standards for
franchisees; and that the following conditions are met: (1) Franchisee pays Franchisor a transfer fee in an amount
equal to $10,000; (2) Franchisee sighs a prescribed form of general release in favor of Franchisor and related
parties; (3) the Studio and equipment must be upgraded, refurbished or repaired if Franchisor, in its sole discretion,
decides it is necessary; and (4) the transferee (a) completes (or has its Operating Principal complete) the
Owner/Operator Module and has its Designated Manager complete the Designated Manager Training Program,
and (b) has at least one (1) Authorized AKT Instructor prior to reopening, and/or resuming the provision of
Approved Services at, the Studio.
14.3 Permitted Transfers to a Corporation or LLC or Affiliate Company. If Franchisee is an individual

or partnership, and desires to assign and transfer its rights, assets and obligations under this Agreement to a
corporation or limited liability company that is wholly-owned by Franchisee and formed, for the convenience of
ownership, it may do so without approval from Franchisor, and without payment of a transfer fee, so long as the
terms and conditions of this Agreement remain unchanged, and the Franchisee shall own. and control all of the
equity and voting power ofall issued and outstanding stock ofthe transferee corporation or ah of the equity and
voting power of the limited liability company and, if Franchisee is more than one individual, each individual shall
have the same proportionate ownership interest in the corporation or limited liability company as he or she had in
Franchisee prior to the transfer.
14.4 Death or Disability ofFranchisee. In the event of the death or disability ofFranchisee, if an individual,
or of a stockholder of a corporate Franchisee, or of a partner ofa Franchisee which is a partnership, or a member
of a Franchisee which is a limited liability company, the transfer of Franchisee's or the deceased stockholder's,
partner's or member's interest in this Agreement to his or her heirs, trust, personal representative or conservators^
as applicable, must occur within six (6) months of the death or disability, but, shall not be deemed a transfer by
Franchisee (provided that the responsible management employees or agents ofFranchisee have been satisfactorily

trained at Franchisor's Initial Training) nor obligate Franchisee to pay any transfer fee. If Franchisor determines
(i) there is no imminent transfer to a qualified successor or (ii) there is no heir or other principal person capable
of operating the Studio,.Franchisor shall have the right, but not the obligation, to immediately appoint a-manager
and commence operating the Studio on behalf of Franchisee. Franchisee shall be obligated to, and shall pay to
Franchisor all reasonable costs and expenses for such management assistance, including without limitation, the
manager's salary, room and board, travel expenses and all other related expenses of the Franchisor appointed
manager. Operation of the Studio during any such period shall be for and on behalf of Franchisee, provided that
Franchisor shall only have a duty to utilize reasonable efforts and shah not be liable to Franchisee or its owners
for any debts, loses or obligations incurred by the Studio, or to any creditor of Franchisee for any supplies,
inventory, equipment, furniture, fixtures or services purchased by the Studio during any period in which it is
managed by a Franchisor appointed manager. Franchisor may, in its sole discretion, extend the six (6) month
period of time for completing a transfer contemplated by this Section.
14.5 Relocation. Except in cases when Franchisee is in default of its lease. Franchisee may identify a new
Authorized Location within the same site selection area in which the Studio was located, subject to the written
consent and approval ofFranchisor.
14.6 Transfer bv Franchisor. Franchisor shall have the right to transfer or assign all or any part,of its rights
or obligations herein to any person or legal entity, directly or indirectly, by merger, assignment, pledge or other
means.
Your Initials: /
15. DEFAULT AND TERMINATION OF AGREEMENT
15.1 Termination of Franchise bv Franchisor. Franchisor shall have the right to terminate this Agreement
for "good cause" upon delivering notice of termination to Franchisee. For purposes of this Agreement, "good
cause" shall include, without limitation: (i) a material breach of this Agreement or any other agreement between
Franchisee and Franchisor or any of Franchisor's affiliates, (ii) intentional, repeated of continuous breach of any
provision of this Agreement or any other agreement between Franchisee and Franchisor or any of Franchisor's
affiliates, and (iii) the breaches (and, if applicable, failure to cure such breaches) described below in this Section
15.
A ; Immediate Termination. Franchisee shall be deemed to be in default and. Franchisor may

terminate this Agreement and all rights granted hereunder, without affording Franchisee any opportunity to cure
the default, effective immediately upon receipt of notice by Franchisee, and such termination shall be for good
cause where the grounds for termination are:
(1) Franchisee has made any material misrepresentation or omission in applying for the.
franchise or in. executing or performing under this Agreement or any other agreement between Franchisee and
Franchisor or any of Franchisor's affiliates;
(2) Franchisee becomes insolvent by reason of Franchisee's inability to pay debts as they
become due, or makes an assignment for the benefit of creditors or makes an admission of Franchisee's inability
to pay obligations as they become due;
(3) Franchisee files a petition in bankruptcy, or an involuntary petition in bankruptcy is filed

against Franchisee or a receiver is appointed for Franchisee's business, or a final judgment remains unsatisfied or
iI8 AKT Franchise, LLC 27

ofrecord^^daysor^ngeôrifF^
Franchisee is dissolve
(4) Franchisee voluntarily or otherwise abandons the Studio.Forpurpo^^

theterm"ahandon"rneans: (i) failure to actively operate the Studio ^ r more than two
Franchisor'sprior written consent;or(ii) any other conductonthepartof Franchisee or itsprincipalsth^^
Franchisordeterminesindicatesadesireorintenttodiscontinueoperatingthe Studio in accordance with this
Agreement or the Manual;
(5) Franchisee or any of its principal officers, directors, partners or managing members is
convicted of or pleads no contest toatelony or other crime or offense that adversely aftect the reputation of the
System or the goodwill associated with tbe Marks;
(6) Franchisee makes an unauthorized direct or indirect transfer or attempted or purported

transfer ofthis Agreement, or makes an unauthorized direct or indirect transfer or attempted or purported t^^^
of an ownership interest in tbe Franchise, or fîlsorrefuses to transferthe Franchise orthe interesfi^
ofadeceased or disabled controlling owner thereof as required;
(7) Franchisee falsifies anyfinancialreports orrecordsrequiredto be provided by Franchisee

to Franchisor under this Agreement;
(8) Franchisee's: (i) disclosure, utilization, or duplication ofany portion ofthe System, the
Manual or other proprietary or Confidential ^formation relating to the Studio that is contrary to tbe pr^^
this Agreement; or (ii) material misuse ofthe Marks in any manner not expressly authorized by Franchisor;
(9) Franchisee violates any health or safetylaw,ordinance or regulation or operates the

Studio inamanner that presentsahealth or safety hazard to its members or to the public;
(10) Franchisee fails to obtain lawful possession ofan Authorized Location andBor open the
Studio within six(6) months after this Agreement is accepted by Franchisor, unlessFranchisor agrees o t h e ^
in writing;
(11) Franchisee defaults under the lease agreement or otherwise loses the right to possess the
premises at the location at which the Studio is located;
(12) Franchisee fails to comply with the covenants not to compete as required in A r t i c l e d
herein; or
(13) Franchisee permits the offer or sale of products and services other than the Approved
Services, including the unauthorized provision of A K ^
Agreement on two (2) or more occasions in any 2^month period, regardless ofwhether Franchisee suhsequently
cured the prior default(s); or
(14) Franchisee, after curingadefault pursuant to Sectionl5.1Bherein, commits the same act
of default again within any twelve(12)consecutive month period whether or not sucb default is cured afternotice
thereof is dehvered to Franchisee, or IfFranchisee received three (3)or more default notices from Franchisor
within any twelve(12) consecutive monthly period whether ornot such defaults were related to the same problem
or were cured aher notice thereofwas delivered to Franchisee.
B Termmation witb Notice. In addition to the provisions ofSection 15.1A, IfFranchisee shall be
in default under the terms of this Agreement and the default shall not he cured or remedied (to Franchisor's
satisfaction)within thirty (30)days after receipt ofwritten notice from Franchisor(orlOdays'pri^^
©2018AKF Franchise, LLC 28

evemofadeûhîsd^^
toFranchisor^^wormequh^F^ Ifany such defauh is
not cured within the specified cure period, this Agreement shaii
effective immediately upon expiration ofthe cure period. Franchisee shah he in deftmh, and each ofthe fbhowing
shah constitute good cause tor termination under this Agreement:
(1) Fahurc,rctusai or ncgiccthy Franchisee to ohtainFranchisor'sprior written approval or

consent any time such approval or consent is required hy this Agreement;
(2) Franchiscc'sfailurc tocomply with any provisionof this Agreement that docsnot
otherwise provide tor immediate termination, or Franchisee's had faith in carrying out the terms ofthis
Agreement;
(3) Failure hy Franchisee to maintain hooks and financial records for the Studio suitahlc for
proper financial audit or failure hy Franchisee to pcrmitFranchisor to carry out its rights to conduct an inspects
or audit as provided in this Agreement or failure hy Franchisee to suhmit as required hy this Agreement ah rcpo
records and information ofthe AKT franchised husiness;
(4) Franchisee, or ifFranchiscc has elected not to directly supervise "on-prcmiscs" the day-
to-day Studio operations, then Franchiscc'smanagcmcnt employee, fails to complete, toFranchisor's
the initial training program as provided in this Agreement;
(5) Franchisee fails to pay when due any amount owing to Franchisor or its affiliates under
this Agreement or any other agreement, or is unahlc to ohtain adequatefinancingto cover all costs of developing,
opening and operating the Studio;
(6) Franchisee fails topaywhen due any amounts owihgto anyperson or entity in connection
with the construction, leasing, financing, operation or supply ofthe Studio;
(7) Franchisee closes any hank account without completing all of the following afrer such
closing:^) immediately nothyingFra^^
(iii) executing and dehvering to Franchisor all documents necessary for Franchisor to hegin and continue mak^^
withdrawals from such hank account hy electronic funds transfer as Fxhihit^to this Agreement permits:
(8) Franchisee fails to maintain or suffers cancellation ofany insurance coverage required
under this Agreement;
(9) Franchisee allows (a) the Approved Services to he provided hy anyone other than an
Authorized AKT fnstructor,or(h)AKT University to he provided hy anyone other thanaMas^
heen approved hy Franchisor to provide that Program;
^
(10) Any transfer or attempted transfer hy Franchisee or any partner, memher or shareholder
inFranchiscc of anyrights or ohligations underthis Agreement to any third party without the priorwrh^
ofFranchisor;
(11) Franchisccoffcrs in conjunction with the operation ofthe Studio products or services that
have not heen approved hy Franchisor;
(12) Franchisccfailstoahidchythcpcrtincnt marketing and advertising requirements and

procedures and participate in markctingprograms fbrthe husiness as established hy Franchisor; or
(13) Franchisee fails to comply with the Performance Standards as set lorth in the provisions
©2018AKT Pranchise, LLC 29

o f h U S A g r e e m e n t 85 ^ S c r i b e d b y ^
MontblyGross Revenue Quota foraperiodof^
service, equipment mainteuauee, and any otber System Standards wbiebef^^
at tbe Studio.
15.2 Cross-DefaulLlftbere are noôrbereaftersbaii be. otberfrancbise agreements or anv otber agreements
in effect between Francbisee and Franchisor andôr any ofFrancbisoBsaffibates,adefauh
tbe terms and conditions of tbis or any otber sucb agreement, sbaii at tbe option ofFrancbisor,constituteadeta^
under aii sucb agreements
15 3 Obtigarious of Fraucbisce upou Termmatio^ Expiration or NuuDReuewak immediately upon

termination, expiration or non-renewal oftbis Agreement for any reason:
A. All rights, privileges and licenses granted by Franchisor to Franchisee shall immediately cease
andbenull and v o i d a n d o f n o further force andeffect,andall suchrights, privileges and licenses shall
immediately revert to Franchisor;
B. Franchisee shall cease to be an authorized iranchise owner hereunder, and shall immediately,at
its ownexpense,removeall signs, obliterate or remove all letterheads, labels or a n y o t h e r i t e m o r t o r m o f
identification that would in any way link or associate Franchisee, its goods andôr services with Franchisor, and
shall immediately cease to use, in any manner, the Marks, System and any other copyrighted intbrmation or
materials or any confidential intbrmation Franchisee obtained asaresult ofthe franchise granted to F ^
C Franchisee shall immediately terminate all advertising and promotional efforts and any otber act
thatwouldinanywayindicatetbatFranchisee is or was ever an authorized AKT franchisee;
D. Franchiseeshall cancel any assumed nameofFranchiseeorequivalent registration that contains

any Proprietary Mark,and Franchisee shall furnish Franchisor with evidence satisfactory toFranchisorof
compliance with this obligation within five (5) days after termination, expiration or non-renewal of this
Agreement;
F Franchisee agrees not to use any reproduction, counterfeit, copy, or colorable imitation of the
Marks that is likely to cause confusion, mistake or deception, or that is likely to dilute Franchisors^
to the Marks, and further agrees not to useany trade dress or designation of origin or description orrepresentatio^
that falsely suggests or represents an association or connection with Franchisor;
F. Franchisee shahpay all sumsowingtoFranchisor audits approved suppliersfbroutstanding

amounts owed under the Franchise Agreement and otherwise in connection with the Studio. In tbe event of
termination for any default of Franchisee, such sums shall include all damages, costs and expenses, including
reasonable legal fees, incurred by Franchisor asaresult ofthe default;
C Franchisee shall complywith tbe covenants set forth in Articles 12andl3oftbis Agreement; and
H. Franchisee shall,at Franchisor'soption, assign to Francbisorany interest that Franchisee has in

any lease for the premises ofthe Studio;
I. Franchisor shall have the option, exercisable by giving written notice thereofwithin thirty (30)
days from the date of such termination, expiration or non renewal to purchase any and all equipment, furnitures
fixtures, signs, sundries and supphes owned by Franchisee and used in the Studio, at the lesser of(i) Franchisee's
cost less depreciation computed onareasonable straight line basis(as determined in accordance with generally
accepted accounting principles and consistent with industry standards and customs)or(ii) fair market value of
such assets, lessen either case)any outstanding liabilities of the Studio. In addition, Franchisor shall have the
©2018AKT Pranchise, LLC 30

2018Pranchise Agreement
option to assume Franchisee^lease^
forthe tuhremaimng term ou the sa^ No vatuewih he attributed to
the value of the Marks or the System or to the assigumeut of the iease (or suhiease)fbr tbe premises
assigumem of any other assets usedineonjunetiou witb the Studio, and Franchisor wiii not be r^^
separate consideration tor any sueh assignment or sublease, if
thirty (30) days of Franchisor's notice of intent to purchase, tair market value shall be determined by an
experienced, professional and impartial third party appraiser without regard to goodwih or going concern val^^^
designated by Franchisor and acceptable to Franchisee,whose determination shall be final and binding on both
parties. Tbe cost ofsuch appraisal shall be home equally by Franchisor and Franchisee, f f t h e parties cannot
agree upon an appraiser one shall be appointed by the American Arbitration Association, upon petition of
party Franchisor shall have the right to withhold from the purchase price funds sufficient to pay all outsta^^^
debts and habilities ofFranchisee and the Studio and to pay such debts and liabilities from such funds.
L Termination, expiration or non-renewal o f ^

any claims, rights, causes of action or remedies,wbich Franchisor may have against Franchisee,whether under
this Agreementor otherwise,fbr any reason whatsoever,whether such claims or rights arisebefore or after
termination.
15.4 Francbisor's Rights audRemediesmAdditmu to Termmation.
A. IfFranchisee shall be in default in the performance ofany ofits obligations or breach any term
or condition of this Agreement, in addition to Franchisor'sright to terminate this Agreement, and witho^^
anyotberrightsorremediestowhichFranchisormaybeentitledatlaworinequity,Franchisormay,atitselection,
immediately or at any time thereafter, and without notice to Franchisee cure such default for the account of and
on behalf ofFranchisee including,without limitation, entering upon and taking possession oftbe Studio and to
taking in the name ofFranchisee, all other actions necessary to effect the provisions ofthis Agreement and any
such entry or other action shall not be deemedatrespass or other illegal act, and Franchisor shall not be liable in
any manner to Franchisee for so doing, and Franchisee shall pay tbe entire cost thereofto Franchisor on demand,
including reasonable compensation to Franchisor for the management ofthe Studio.
B. As an alternative to Franchisor'sexercisingitsrights under Sections.5A, above, and only in the

eventofaprematureterininationofthisAgreement,Franchiseeshall pay Franchisor liquidated damages in an
amount equal to the sum oftbe royalties paid to Franchisor forthe twenty fbur(24)months priorto tbe t e ^
of this Agreement; provided, however exercise ofthis right shall not preclude Francbisor'sright to seek injunct^^
relief as outlined in Section 16.5.Franchisee'spayment to Franchisor would not beapenalty for breaching
Franchise Agreement, hut ratherareasonable estimate of the losses Franchisor would incur in the event ofthe
closure ofFranchisee'sfranchised business. Should Franchisor elect to enforce its right to liquidated damages
under this Section, Franchisee'sobhgation to pay such damages would be in addition to Francbisee'sobligations
to (i) pay all amounts still owed to Franchisor,and(ii) adhere to Franchisee'sother post-termination obliga^
Franchisor'sright to payment ofliquidated damages would he in addition to all other posttermination remedies
available to Franchisor under the law.
Your Initials: /
16. RESOLUTION OF DISPUTES
16.1 Governing Law. This Agreement shah be governed by and construed in accordance with the laws of the
State of California, without reference to this state's conflict of laws principles. Notwithstanding the foregoing, the
parties specifically agree and acknowledge that all claims, causes of actions or disputes related to Franchisee's

covenant not to compel set fbrthinSecfion 13 ofthis Agreement, including the
enforcement thereof, shall he governed hyth^
16 2 Internal Dispute Resolution. Franchisee must first hring any claim or dispute between
Franchisor to Franchisor'smanagement and make every effort to resolve the dispute internally.Franchiseem
exhaustthis internal dispute resolution procedure hefore Franchisee may bring Franchisee'sdisputehe^
party.This agreement to hrst attempt resolution of disputes internally shall survive termination or e ^
thisAgreement.
16.3 Mediation. At Franchisor's ootiomallclaims or disputes between Franchisee and Franchisor ôr its
affiliates) arising out of,or in any way relating to, this Agreementor anyotberagreementby and between
Franchisee and Franchisor(orits affiliates), or any of the parties^ respective rights and obh
such agreement, which are not first resolved through the internal dispute resolution procedure set forth in Se^^^
16.labove,will be submitted first to mediation to take place atFranchisor'sthen-current corporate h e a d ^
under the auspices of the American Arbitration AssociationÂAA"), in accordance with AAA'sConêrci^^
Mediation Rules then in effect. Before commencing any legal action against Franchisor or its affiliates with
respect to any such claim or dispute. Franchisee must submitanotice to Franchisor, which specifies, in detail,the
precise nature and grounds of such claim or dispute. Franchisor will baveaperiod of thirty (30) days tollowing
receipt ofsuch notice within which to notify Franchisee as to whether Franchisor or its affiliates elects to exer^^^
its optionto submit sucb claim or dispute tomediation. Franchisee may notcommenceany action against
Franchisor or its affiliates with respect to any such claim or dispute in any court unlessFranchisor tails to exe^^
its option to submit such claim or dispute to mediation, or such mediation proceedings have been terminated
either: (i) as the result ofawritten declaration of th^
or (ii) asaresult ofawritten declaration by Franchisor. Franchisor'srightsto mediation,as set forth herein, may
bespecificallyenforcedbyFranchisor. Fachpartywillhear its owncostof mediation andFranchisor and
Franchisee will share mediator fees equally This agreement to mediate will survive any termination or expiration
of this Agreement.The parties will not be required to first attempt to mediateacontroversy, dispute, or claim
through mediationifsucbcontroversy, dispute,orclaimconcemsanallegationtbat aparty has violated(or
threatens to violate, orposes an imminent risk of violating):(a)anyfederallyprotected intellectuals
intheMarks,the System,orinanyConfidential Information or other confidential inform
restrictive covenants contained in this Agreement; and (c) any ofFrancbisee'spayment obligations under this
Agreement
16.4 Mandatory Binding Arbitration Except as provided in Sectionl6.5 ofthis A^reemenLFranchisee and
Franchisor agree tbat any claim,dispute, suit, action, controversy,orproceedingofany type whatsoever inclu^
any claim for equitable reliefandôr where eitherparty
astatutory claim or otherwise, between or involvingFranchiseeandFranchisor on whatever theory andôr facts
based and whether or not arising out of this Agreement (each,a^Claim") will be processed in the following
manner:
A. Franchisee and Franchisor each expressly waives ah rights to any court proceeding, except as
expressly provided in Sectionl65below;
B. AllClaimsshallbesubmittedtoandresolvedbybindingarbitration that will takeplace at

Franchisor's headquarters or other location that Franchisor designates in Costa Mesa, Cahfornia,be^
accordance with the arbitration rules ofthe American Arbitration Association judgment upon the award r^^
by the arbitrator shall be entered in any Court havingjurisdiction thereof
C. FranchisorandFranchiseeagreethatanyarhitrationbetweenFranchisorand Franchisee shall be

ofFranchisee'sindividual claim and that the claim subject to arbitration shall not be arbitrated onaclass-wide
basis.
©2018AKF Franchise, EEC 32

20i8Franchise Agreement
D This arbhrafion p r o v i s i o n s
to appear at any properly noticed arbitration proceeding, an award may be entered against sncb party
notwithstanding said failure to appear
E. In no event shall Franchisor be liable to Francbisee for punitive damages in any action arising out
ofor relating to^tbis Agreement, or any breach, termination or cancellation hereof
F Any arbitrationproceeding involvingthis Agreement orthe Studio generally, includingall

demands, other tilings and evidence submitted in connection with such proceeding, must be kept strictly
confidential by Franchisee and its representatives, unless Franchisor agrees otherwise in writing.
16 5 Rigbt to tuiuuctiveRefief. Franchisee acknowledges and agrees that irreparable harm could he caused
to Franchisor by Franchisee's violation ofcertain provisions ofthis Agreement and, as such, in addition to any
otber relief available at law or equity,Franchisor shall be entitled to obtain in any court of competentjur^
without bond, restraining orders or temporary or permanent injunctions in order to entree, among otber items,
the provisions of this Agreement relating to: (i) Franc
(including any proprietary software used in connection with the Studio^(ii) the interm covenant no^
as well as any otherviolations ofthe restrictive covenants set ft^rth in tins Agreement; (iii) Franchise
on termination or expiration of this Agreement; (iv) disputes and controversies based on or arising under the
Lanham Act, or otherwise involving the Marks, as now or hereafter amended; (v) disputes and controversies
involving enft^rcement of the Franchisor's rights with respect to confidentiality under this Agreement; an^
the prohibition ofany act or omission by Franchisee or its employees that constitutesaviolation of applicable
law,threatensFranchisor'sftanchise system or threatens other franchisees of Franchisor. Franchisee's only
remedy ifsuch an injunction is entered wih be the dissolution ofthe injunction, i f appropriate, and Franchise
waives all damage claims ifthe injunction is wrongfully issued.
16.6 CboiceofForum.
A Franchisee acknowledges and agrees that this Agreement is entered into in California and that,
subject to the requirements ofSectionsl6.4and Section 165above, any action brought by either party against
the otber ft^r the purpose of enforcing the terms and provisions of this Agreement (provided such action is not
subjecttothearbitrationproceedingpursuanttothetermsofthisAgreementorapplicablelaw)shallhein^^
solely inastate or federal court having subject matter jurisdiction thereof only in California in the j u d i c ^
in wbichFranchisor has its principal place ofbusiness and in noother court and thatFranchiseeArrevocablywaives
any objection Franchisee may have to the exclusivejurisdiction or the exclusive venue ofsuch court.
B IfFranchisee institutes any arbitration or other legal proceedings in anyvenue or other court other
than those specified, Franchiseeshall assume ah ofFranchisor'scosts in connection therewith, including,withou^
limitation,reasonahle attorney fees regardless ofthe outcome ofsuch arbitration or legal proceedings.
C Franchisee acknowledges that Franchisor may bring an actionin any othercourtofcompetent

jurisdiction to seek and obtain injunctive rehef as set forth in Sectionl6.5 above, including to enfbrceFranchi^^
non compete obligations hereunder.
167 Waiver ofPunitive Damages.Franchisee hereby waives to thefrailestextent permitted by lawany

to or claim for any punitive, exemplary,incidental,indirect, special or consequential damages ( i n c ^
limitation,lostprofits)against Franchisor arising out of any cause whatsoever(whether such cause be hased in
contract, negligence,strict liability,othertortorotherwise)andagreesthat in theevent ofadispute, that
Franchisee'srecovery is limited to actual damages. Ifany other term ofthis Agreement is found or determined
to be unconscionable or unenforceable for any reason, theft^regoingprovisions shall continue in fuhf^^
effect, including, without limitation, the waiver of any right to claim any consequential damages.Nothingm
Section or any other provision of this Agreement shall he construed to prevent Franchisor from claiming and
l^KFêhise,LLC 33
20i8Pranehise Agreement
ob^mmgexpec^fionorc^^
Agreememifhis^rmma^ddue^
may claim under this Agreement
168 WAIVER OF JURY HEREBY AGREE T O W ^ ^

ANYAGTIGI^PRGGEEE^GO^
OE WH1GHPARTY BRINGS SUIT THISWAIVERSHAEEAPPEYTG ANY M A T T E R S
BETWEENTHEFART1ES HERETO ARISES GUT GEGR IS RELATED IN A N Y W A Y T G THIS
AGREEMENT,THEFEREGRMANGEGEEITHERPARTY,AN^GRERANGH1SEE'SPURGHASEERGM
ERANGHISGRGETHEERANGHISEAND^GRANYGGGDS OR SERVICES
169 WAIVER OF GUASSAGTIGNSTHEPART1ES AGREE THAT ALE PRGGEEDINGS ARISING

GUT GEGRREEATEDTGTH1S AGREEMENTOR THESAEEGFTHEERANGH1SED BUSINESS, WILE
BE GONOUGTEO ON AN INDIVIDUAL, NOTAGEASSWIOE BASIS, AND THAT ANY FROGEEOING
BETWEEN FRANCHISEE, FRANCHISEE'S GUARANTORS AND FRANCHISOR OR ITS
AFFIEIATESÔFFICERSÊMFLOYEES MAY NOT BE CONSOLIDATED WITH ANY OTHER
FROCEEDING BETWEEN FRANCHISCRAND ANY OTHER THIRDFARTY
1610 A ^ u r n e ^ Fees and Cos^
A. Illegal action or arhhrafio^

prevailing party shall be entitled to recover reasonahle compensation for ^
arhltratlon costs (If apphcahle) and reasonahle attorneys'fees,fromthenon-preva^
arbitrator or court of competentjnrlsdlctlom
B
B. Separate and distinct from the right ofaprevallmg party to recover expenses, costs and teesm
connectionwithanylegal proceeding or arbitration,the prevailing party shallalsohe entitled to recei^^
expenses,costs and reasonable attorneys' Iêsincurredinconnection withthe enforcementofany arbitration
award orjudgmententered.Furthermore, tbe rightto recover post-arbitration award and post-judgme
costs and attorneys' fees shall be severable and shall survive any award orjudgment and shall not be deemed
merged into suchjudgment.
1611 NuWfrbbnldlugofFayments Franchisee shall not withholdall or any part of any payment to Franchisor
or any ofits affrliates on tbe grounds ofFranchisor'salleged nonperformance or as an offset against anyamount
FranchisororanyofFranchisor'saffiliates allegedly may owe Franchisee under this Agreement or any related
agreements
16.12 Limitation of Actions Franchisee frirther agrees that no cause of action arising out of or under this
Agreement may be maintained hy Franchisee against Franchisor unless brought before the expiration of one(l)
year afrer(a)the act, transaction or occurrence upon which such action is based, or (b)Franchisee becomes aware,
or should have become aware afrer reasonable investigation, oftacts or circumstances reasonably indicating that
Franchisee may haveaclaimagainstFranchisor hereunder, whichever occurssooner.Any claim, action or other
proceeding not brought against Franchisor or its affiliates within this period shall be barred as a claim,
counterclaim,defense,orset-off Franchisee hereby waives the right to obtain any remedy based on alleged fraud,
misrepresentation, or deceit hy Franchisor, including^
mediation,judicial,or other adjudicatory proceeding arising hereunder,exceptuponagroundexpresslyprovided
in this Agreement, or pursuant to any right expressly granted hy any applicable statute expressly regulating tbe
sale of franchises, or any regulation or rules promulgated thereunder.
16.13 TbfrdFartyBenefrciaries.Franchisor's offrcers.directors^ shareholders'agents andBor employees are

express third-party beneficiaries of the provisions ofthis Agreement, including the dispute resolution p
©2018AKTFranehise,EEC 34
set forth in this Section 21, each having authority to specifically enforce the right to mediate/arbitrate claims
asserted against such person(s) by Franchisee.
1 have read Article 16, understand it, and agree to comply with
Your Initials: /
17. MISCELLANEOUS PROVISIONS
17.1 Severability. Except as provided in Section 13.4, each article, section, paragraph, term and provision of
this Agreement, or any portion thereof, shall be considered severable and if, for any reason, any such portion of
this Agreement is held by an arbitrator or by a court of competent jurisdiction to be unenforceable due to any
applicable existing or future law or regulation, such portion shall not impair the operation of or have any effect
upon, the remaining portions of this Agreement which will remain in full force and effect. No right or remedy
conferred upon or reserved to Franchisor or Franchisee by this Agreement is intended to be, nor shah be deemed,
exclusive of any other right or remedy herein or by law or equity provided or permitted, but, each shall be
cumulative of every other right or remedy.
17.2 Waiver and Delay. No failure, refusal or neglect ofFranchisor to exercise any right, power, remedy or
option reserved to it under this Agreement, or to insist upon strict compliance by Franchisee with any obligation,
condition, specification, standard or operating procedure in this Agreement, shall constitute a waiver of any
provision of this Agreement and the right of Franchisor to demand exact compliance with this Agreement, or to
declare any subsequent breach or default or nullify the effectiveness of any provision of this Agreement.
Subsequent acceptance by Franchisor of any payment(s) due it under this Agreement shah not be deemed to be a
waiver by Franchisor of any preceding breach by Franchisee of any terms, covenants or conditions of this
Agreement.
17.3 Designation of Responsible Parties. Franchisee represents and warrants to Franchisor that the list below
states: (i) the name, mailing address and equity interest of each person holding any shares or other form of
ownership, or security interest convertible into an equity interest, in Franchisee, showing percentage of ownership
held by each and (ii) the name and mailing address of the individual(s) who will be the Operating Principal(s) of
the Studio. Each Operating Principal named below has the authority to act for Franchisee in all matters relating to
the franchised Studio granted hereunder, including voting responsibilities. Only those individuals who are party
to this Agreement and have an ownership interest in the franchise entity may be listed as an Operating Principal.
Franchisee shall promptly notify Franchisor of any change in any such information. Any change in the Operating
Principal(s), or in ownership information of Franchisee, is subject to Article 14 and the training requirements of
this Agreement:
Franchisee is a • , organized under the laws of ,

or • Franchisee is an individual or group of individuals, and hereby represents and warrants that the information
stated below is true and accurate as of the date set forth below:
Shareholder, Partner, Member Percentage of

or Individual Name and Address Ownership Interest

Operating Principal (may also be referred to as the "Designated Operator" in the FDD):
17.4 Franchisor's Discretion. Except as otherwise specifically referenced herein, all acts, decisions,
determinations, specifications, prescriptions, authorizations, approvals, consents and similar acts by Franchisor
may be taken or exercised in the sole and absolute discretion of Franchisor, regardless of the impact upon
Franchisee. Franchisee acknowledges and agrees that when Franchisor exercises its discretion or judgment, its
decisions may be for the benefit ofFranchisor or the AKT franchise network and may not be in the best interest
of Franchisee as an individual franchise owner.
17.5 Notices.
A. All notices which the parties hereto may be required or permitted to give under this Agreement
shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt
requested, postage paid, or by reliable overnight delivery service, addressed as follows:
If to Franchisor:
AKT Franchise, LLC
3185 Pullman Street
Attention: Melissa Chordock
If to Franchisee:
B. The addressees herein given for notices may be changed at any time by either party by written
notice given to the other party as herein provided. Notices delivered by certified or registered mail shall be deemed
to have been given three (3) business days after postmark by United States Postal Service, or the next business
day after deposit with reliable overnight delivery service or when delivered by hand.
17.6 No Recourse Against Nonparty Affiliates. All claims, obligations, liabilities, or causes of action
(whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of,
arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation,
execution, or performance of this Agreement (including any representation or warranty made in, in connection
with, or as an inducement to this Agreement, but not including separate undertakings such as guarantees of
performance, personal guaranties, or corporate guarantees), may be made only against (and are those solely of)
the entities that are expressly identified as parties in the preamble to this Agreement ("Contracting Parties"). No
Person who is not a Contracting Party, including without limitation any director, officer, employee, incorporator,
member, partner, manager, stockholder, affiliate, agent, attorney, or representative of, and any financial advisor
or lender to, any of the foregoing ("Nonparty Affiliates"), shall have any liability (whether in contract or in tort,
in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under,
out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of
this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by
law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations
against any such Nonparty Affiliates, unless such liabilities, claims, causes of action, and obligations arise from
deliberately fraudulent acts. Without limiting the foregoing, to the maximum extent permitted by law, (a) each
Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may
otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a
Contracting Party or otherwise impose liability ofa Contracting Party on any Nonparty Affiliate, whether granted

by sûte or based on theories of e q u ^
business enterprise, piereing tbe veil, ^
disclaims any reliance upon any Nonparty Affiliates witb to tbe performance of tbis Agreement or any
representation or warranty made in, in connection witb, or as an inducement to tbis Agreement. Nothing berein
is intended to preventaContracting Party from pursuing any distinct legal rights it may bave againstaNonparty
Affiliate which arise fromaseparate document, such asaguaranty of performance, personal guaranty,corporate
guaranty or similar agreement Notwithstanding any other provision ofthis Agreement which limits tbe right of
prospectiveThird Party Benefrciaries, any NonpartyAffiliate may rely on tbis provision and enfr^rce it a g a ^
any Contracting Party or other Person or entity.
Ihave read A r ^ e l ^ u n d e r s t a n d i ^ and agree to comply with

eaeh of its Sections
Yonr Initials: ^
18. ACKNOWLEDGMENTS
181 THE SUBMISSION CF THIS A G i ^ E ^

AGREEMENTSHAEEBECCMEEEEECTiVECNEYUFCNTHEEXECUTiCNHERECEBYTHE
ERANCHiSCR AND THE FRANCHISEE THEOATECF EXECUTION B Y T H E FRANCH1SCR SHALE
BE CONSiOEREO TO BE THE OATE OF EXECUTION OFTHIS AGREEMENT
18 2 THIS AGREEMENT SHALLNOT BE BiNOiNGONTHEFRANCHlSORUNLESSANO UNTIL IT

SHALLHAVEBEENACCEFTEOANOSIGNEOBYANAUTHORIZEOOFFICEROFTHEFRANCHISOR
18 3 FRANCHISEE ACKNCWLEOGES THAT IT RECE1VEO A COMFLETE COFY OF THIS

AGREEMENTFORAFERIOONCT LESS THAN FOURTEEN(l^CALENOAROAYS, DURING WHICH
TIME FRANCHISEE CONDUCTED AN INDEPENDENT INVESTIGATION OF THE BUSINESS
LICENSED HEREUNDER TO THE EXTENT OF FRANCHISEE'S DESIRE TO DO SO FRANCHISEE
RECOGNIZES AND ACKNOWLEDGES THATTHE BUSINESS VENTURE CONTEMPLATED BYTHIS
AGREEMENT INVOLVES BUSINESS RISKS, A N D T H A T ITS SUCCESS WILL BE LARGELY
DEPENDENTUPONTHEABILITYOFTHE FRANCHISEE AS AN INDEPENDENT BUSINESSPERSON
FRANCHISOR EXPRESSLYDISCLAIMS THE MAKING OF,AND FRANCHISEE ACKNOWLEDGES
T H A T I T HAS NOT RECEIVED, ANYWARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, THAT
FRANCHISEEWILLBE SUCCESSFUL INTHIS VENTURE OR THATTHE BUSINESS WILLATTAIN
ANY LEVEL OF SALES VOLUME, PROFITS, OR SUCCESS FRANCHISEE ACKNOWLEDGES THAT
THIS AGREEMENT,THE FRANCHISE DISCLOSURE DOCUMENT ("EDD^, AND THE EXHIBITS
HERETO CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES THIS AGREEMENT
TERMINATES ANDSUPERSEDESANYPRIORAGREEMENTBETWEENTHEPARTIESCONCERNING
THE SAME SUBJECT MATTER FRANCHISEE REPRESENTS, WARRANTS AND ACKNOWLEDGES
THATIT HAS NOT RELIED ON ANY INFORMATIONNOTSPECIFICALLYDISCLOSED IN THE FDD
IN MAKING ITS DETERMINATIONTO ENTERINTO THIS AGREEMENT
18B4 FRANCHISEE AGREES AND ACKNOWLEDGES TPIATFULFILLMENTOFANY AND ALL OF

FRANCHISOR'S OBLIGATIONS WRITTEN I N T H I S A G R E E M E N T O R B A S E D O N A N Y O R A L
COMMUNICATIONS WHICH M A Y B E RULED TO BE BINDING I N A C C U R T OF LAWSHALL BE
FRANCHISOR'S SOLE RESPONSIBILITY AND NONE OF FRANCHISOR'S AGENTS,
REPRESENTATIVES, NOR ANY INDIVIDUALS ASSOCIATED WITH FRANCHISOR'S FRANCHISE
COMPANY SHALL BE PERSONALLYLIABLE TO FRANCHISEE FOR ANY REASON THIS IS AN
IMPORTANT PART OF THIS AGREEMENT FRANCHISEE AGREES THATNOTHING THAT
FRANCHISEE BELIEVES FRANCHISEE HAS BEEN TOLD BY FRANCHISOR OR FRANCHISOR'S
REPRESENTATIVESSHALLBEBINDING UNLESS ITISWRITTENINTHISAGREEMENT THIS IS AN
©^18AKTF^^,LLC 37
2018FranchÂg^mem
IMPORTANT PART OF THIS AGREEMENT. DO NOT SIGN THIS, AGREEMENT IF THERE IS ANY
QUESTION CONCERNING ITS CONTENTS OR ANY REPRESENTATIONS MADE.
Your Initials: /
19. ENTIRE AGREEMENT
This Agreement, the documents referred to herein, and the exhibits hereto, constitute the entire and only agreement
between the parties concerning the granting, awarding and licensing of Franchisee as an authorized AKT
Franchisee at the Studio location, and supersede all prior and contemporaneous agreements. There are no
representations, inducements, promises, agreements, arrangements or undertakings, oral or written, between the
parties other than those set forth herein. Except for those permitted to be made unilaterally by Franchisor
hereunder, no amendment, change or variance from this Agreement shall be binding on either party unless
mutually agreed to by the parties and executed by their authorized officers or agents in writing. This Agreement
does not alter agreements between Franchisor and Franchisee for other locations. Nothing in this Agreement or
in any related agreement, however, is intended to disclaim the representations Franchisor made in the FDD that
Franchisor furnished to Franchisee.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below to be effective
upon execution by Franchisor.
"FRANCHISOR" "FRANCHISEE"
AKT FRANCHISE, LLC IfFranchisee is an individual:
By: Signature:
Date:
Title:
Signature:
Accepted: Date:
IfFranchisee is a corporation or other entity:
[Name ofFranchisee]
By:
Title:
Date:
By: _
Title:
Date:

EXHIBIT 1 TO
AKT FRANCHISE AGREEMENT
AUTHORIZED LOCATION ADDENDUM
This Addendum is made to the AKT Franchise Agreement (the "Franchise Agreement") between AKT Franchise,
LLC ("Franchisor"), and ("Franchisee"), dated , 20_.
1. Preservation of Agreement. Except as specifically set forth in this Addendum, the Franchise Agreement
shah remain in full force and effect in accordance with its terms and conditions. This Addendum is attached to
and upon execution becomes an integral part of the Franchise Agreement.
2. Authorized Location. The parties hereto agree that the Authorized Location referred to in Section 1.3
ofthe Franchise Agreement shall be the following:
3. Designated Territory, if any. Pursuant to Section 1.3 of the Franchise Agreement, Franchisee's
Designated Territory will be defined as follows (if identified on a map, please attach map and reference attachment
below):
This Addendum is agreed to and accepted by the parties this day of , 20
FRANCHISOR:
By: ,
Title:
FRANCHISEE:
By: 1
Title:
By:
Title:

EXHIBIT 2 TO THE
ELECTRONIC FUNDS TRANSFER AGREEMENT
This Electronic Funds Transfer Agreement (the "Agreement") is made on this day of
, 20__ by and between AKT Franchise, LLC. ("Franchisor"), and
or their assignee, if a partnership, corporation or limited liability company is
later formed ("Franchisee").
"Whereas, Franchisor arid Franchisee are parties"to ah AKT Franchise Agreement executed on even date
herewith (the "Franchise Agreement") and desire to enter into an Addendum to the Franchise Agreement;
Now, therefore in consideration of the mutual promises contained herein and as an inducement to
Franchisor to execute the Franchise Agreement, the parties agree as follows:
A. Franchisee shall pay any and all fees and other charges in connection with this Addendum and the
Franchise Agreement (including, without limitation, the Royalty Fees, contributions to the Fund and any other
payments due to Franchisor by Franchisee, and any applicable late fees and interest charges) by electronic,
computer, wire, automated transfer, ACH debiting, and bank clearing services (collectively "electronic funds
transfers" or "EFT"'), and Franchisee shall undertake all action necessary to accomplish such transfers.
B. Upon execution and delivery of this Agreement, Franchisee shall execute and deliver two (2) originals of
the "Electronic Debit Authorization" attached as Exhibit 3 to the Franchise Agreement, which authorizes
Franchisee's bank or other financial institution to accept debit originations, electronic debit entries, or other EFT,
and electronically deposit fees and contributions owing Franchisor directly to Franchisor's bank account(s). Upon
Franchisor's request, Franchisee shall deliver to Franchisor all additional information that Franchisor deems
necessary (including, without limitation, financial institution of origin and relevant accounts and ABA/transit
numbers for any new bank accounts that Franchisee opens after the date of this Addendum) in connection with
such EFT.
C. By executing this Addendum, Franchisee authorizes Franchisor to withdraw funds at such days and times
as Franchisor shall determine via EFT from Franchisee's bank account for all fees and other charges in connection
with the Franchise Agreement and this Addendum, as described in the first sentence ofthis paragraph. Franchisee
authorizes weekly ACH debits via EFT based on an amount equal to the total weekly amount due Franchisor, as
set forth in Section 5 of the Franchise Agreement.
D. Franchisee is responsible for paying all service charges and other fees imposed or otherwise resulting
from action by Franchisee's bank in connection with EFT by Franchisor, including, without limitation, any and
all service charges and other fees arising in connection with any EFT by Franchisor not being honored or processed
by Franchisee's bank for any reason and a Fifty Dollar ($50) charge by Franchisor for processing the EFT. Upon
written notice by Franchisor to Franchisee, Franchisee may be required to pay any amount(s) due under the
Franchise Agreement and/or this Addendum directly to Franchisor by check or other non-electronic means in lieu
of EFT at Franchisor's discretion. It shall be a non-curable event of default under Article 15 of the Franchise
Agreement i f Franchisee closes any bank account without completing all of the following forthwith after such
closing: ( I ) immediately notifying Franchisor thereof in writing, (2) immediately establishing another bank
account, and (3) executing and delivering to Franchisor all documents necessary for Franchisor to begin and
continue making withdrawals from such bank account by EFT as this Addendum permits.

E. Except as specifically set forth in this Addendum, the Franchise Agreement shall remain in full force and
effect in accordance with its terms and conditions. This Addendum is attached to and upon execution becomes an
integral part of the Franchise Agreement.
F. Wherefore, the parties have set forth their hand and seal on the day and date first above written.
FRANCHISOR:
By:
Title:
FRANCHISEE:
By:
Title:
By:
Title:

EXHIBIT 3 TO THE
A K T FRANCHISE AGREEMENT
ELECTRONIC DEBIT AUTHORIZATION

[SAMPLE -MAY OBTAIN IN FORMA TION IN DIFFERENT MANNER]
FRANCHISOR: AKT Franchise, LLC
FRANCHISOR ID NUMBER:
The undersigned hereby authorizes AKT Franchise, LLC (the "Franchisor"), to initiate debit entries to the
undersigned's checking account indicated below and the depository named below (the "Depository"), to debit the
same to such account.
Depository Name:
Branch:
City State and Zip Code:
Transit/ABA No.:
Account Number:
This authority is to remain in full force and effect until the underlying obligations under the Franchise Agreement
have been satisfied in full or released in writing by Franchisor.
This authorization further confirms my understanding of Exhibit 2 to the Franchise Agreement signed by me/us
in which I/we expressly agree that this authorization shall apply to any and all Depositories and bank accounts
with which I/we open accounts during the term of the Franchisee Agreement and any renewals. Without limiting
the generality of the forgoing, I/we understand that if I/we close any bank account, I/we are obligated immediately
to: (i) notify Franchisor thereof in writing, (ii) establish another bank account, and (iii) execute and deliver to
Franchisor all documents necessary for Franchisor to begin and continue making withdrawals from such bank
account/depository by ACH debiting or other electronic means. I/we specifically agree and declare that this
Authorization shall be the only written authorization needed from me/us in order to initiate debit entries/ACH
debit originations to my/our bank account(s) established with any Depository in the future.
DATE:
ID NUMBER:
PRINT NAME(S): SIGNATURES):

EXH^T4TOTHE
AKT FRANCHISEAGREEMENT
GUARANTEE,INDEMNIEICATICNANDACKNGWEEDGEMENT
For value received, andmconsiderafionând as an

exeeute the AKT Eranehise Agreement ^heÊranehiseAgreemenôf even
Eranehisorand or hisassignee, ifapartnership, corporation or limited liability
company is later formed(tbe "Franchisees, (tbe"Guarantor(s^jointlyand
severally, hereby unconditionally guarantee toFranchisor audits successors and assignsthefullandti^^
pertbrmanceby Franchiseeofeacb obligation undertaken by Francbiseeunder tbe terms o f t h e Franchise
agreement, including ahofFranchisee'smonetary obligations arising underorb^^ Franchise
Agreement.
UpondemandbyFranchisor,Guarantor(s)willimmediatelymakeeacb payment required ofFranchisee under tbe

Franchise Agreement. Guarantor(s) hereby waive any right to require Franchisor to: (a) proceed against
Franchisee tor any payment required under the Francbise Agreement; (b)proceed against or exhaust any security
from Franchisee; or(c)pursue or exhaust any remedy,including any legal or equitable relief, againstFranchis^
Withoufaffecting the obligations ofGuarantor(s) under this Guarantee, Indemnifrcation and
Franchisormay,withoutnoticetoGuarantor(s),extend,modily, or release any indebtedness or obl^^^
Franchisee, or settle, adjust or compromise any claims against Franchisee.
Guarautor(s) waive uofrce of amendment of tbeErancbise Agreement and notice o

byErancbisee, and agree t o b e b o u n d b y any and aii sucb amendments andcbanges to tbe Franchise
Agreement.
Guafantor(s)hereby agree to defend, indemnity and holdFranchisorbarmlessagainst any and all losse
liabilities,costs, and expenses (including, without limitation, reasonable attorneys' tees,reasonable costs of
investigations, court costs, and arbitration tees and expenses)resulting from, consisting of, or ar^^
connection with anytailure by Franchisee to perform any obligation ofFranchisee undertheFranchise Agreement,
any amendment, or any other agreement executed by Franchisee referred to therein.
Guarantor(s) hereby acknowledge andagree tohe individually boundby all obligations and covenants of
Franchisee contained in tbe Franchise Agreement, including those related to non-competition and confide
This Guarantee shall terminate upon the expiration or termination of the Franchise Agreement, except tbat ah
obligations and liabilities ofGuarantor(s) that arise from events that occurred on or before the e f ^
sucb termination shallremainin full lorceandeffectuntilsatisfiedordischargedbyGuarantor(s),andah
covenants that by their terms continue in force afrer termination or expiration ofthe Francbise Agreement shall
remain in force according to their terms Upon the deatbofan individual Guarantor,the estate of such Guarantor
will bebound by this Guarantee,but only for defaults and obligations existing at the time ofdeath, and the
obligationsoftheotherGuarantor(s)willcontinuein frill force and eflect
The validity of tbis Guarantee and the obligations of Guarantor(s)hereunder shall in no wây be terminated,
restricted, diminished, affected or impaired by reason ofany action tbat Franchisor might take or be fb^
against Franchisee,or by reason of any waiver or failure to enforce any of the rights or remedies reservedto
Franchisor in the Franchise Agreement or otherwise
The use ofthe singular herein shall include the plural. Each term used in this Guarantee,unless otherwise defined
herein, shall have the same meaning as when used in the Franchise Agreement.
©2018AKT Franchise, EEC 43

ThisGuarameeistobepe^êdm
accordance with the laws oftheSê of Cah^rni^ Notwithstanding the foregoing the undersigned specificahy
agree and aclôwiedge that any claims, causes ofaction or disputes arising out ofor related to Franchisee'^
any ofGuarantor's covenants not to compete (set forth in the Franchise Agreement and now incorporated hy
reference as iftully set forth in this Guarantyîncluding the interpretation, vahdh
he governed hythe laws where the Studio is located Guarantor(s) specifically agree that the proviso
Franchise Agreement related to dispute resolution (internal dispute resolution, non-hinding mediation and
arhitration),injunctiverehef,waivers, attorneys'tees and other enforcement oftheFranchise Agreeme^^
apply equally with respect to all claims or causes ofaction arisingout oforrelated to this Guaranty in any manner
(including the interpretation thereof Franchisor and Guarantor(s) agree that any dispute under this
shall he resolved hy arbitration as set forth in the Franchise Agreement (suhject to the exceptions described
therein^ —
^connection therewith, each ofthe undersigned hereby a p p o ^

as his agent for service ofprocess to receive summons issued by the court in connection witb any such litigatiom
Franchisor and Guarantor(s)agree that any dispute under this Guarantee shall be resolved by arbitration pursuam
to Articlelôfthe Franchise Agreement(except as otherwise provided in Article 16ofthe Franchise Agreement^^
f N W f T N F S S W H F ^ G F , e a c h of the undersigned has signed this Guarantee as of the date of the Franchise
Agreement.
WITNESS: GUARANTOR(S)
By:
By:
US AKT Franchise, LLC 44

EXH^T5TOTHE
ADDENDUMTCEEASE
This Addendum to Lease (this "Addendum") modifies and supplements that certain lease dated
and entered into hy Tenant and Landlord eoneeming the Location at
(the "Lease")
LandlordandTenant, intending that AKT Franchise, LLC,^

(and its successors and assigns)heathird-partyheneficiaryotthis Addendum, agree as follows:
(1) Landlord shall, during theterm of the Lease and thereafter, provide Tranchisor all sales and other
inft^rmation it may have, whether provided hyTenant or otherwise, related to the operation ofTenant'sSm
Franchisor may reasonably request;
(2) Tenant may display the trademarks,service marks and other commercial symbols ownedhy
Franchisor and used to identify the service and/or products oftered at the Studio, including thename"^
Studio design and image developed and owned by Franchisor, as it currently exists and as it may be revised and
further developed by Franchisor ftom time to time, andcertain associated logos in accordance with the
specifications required by the AKT Manual, subject only to the provisions ofapplicable law and in accordance
witb provisions in the Lease no less favorable than those applied to other tenants ofLandlord;
(3) Tenant shall not, and tbe Landlord shall not permit the tenant to, sublease or assign all or any part
of the Lease or the Premises, or extend the term or renew the Lease, without Franchisor'sprior written consent;
(4) Landlord shall concurrently provide Franchisor withacopy of any written default notice sent to
Tenant and thereupon grant Franchisor the right (hut not the obligation)to cure any deficiency or default under
the Lease, shouldTenant fail to do so, within five(5) days after the expiration ofthe period in whichTenant may
cure tbe default;
(5) The Premises shall be used only for the operation ofan AKT Studio;
(6) Tenant may, without Landlord'sconsent (hut subject to providing Landlord with written notice
thereof), at any time assign this Lease or sublease the whole or any part of the Premises toFranchisor or any
successor,suhsidiary or affiliate ofFranchisor;
(7) Inthe event of an assignment of theLease to Franchisor as described in(6) above, Franchisor
may further assign this Lease, subject to Landlord'sconsent, such consent not to be unreasonablywithheld based
on the remaining obligations of assignee under the Lease, toaduly authorized franchisee of Franchisor, and
thereupon Franchisor shall he released from any further liability under the Lease;
(8) Until changed byFranchisor,noticetoFranchisorshah be sent as follows:
AKT Franchise, LLC

3185 Pullman Street
Attn: Melissa Chordock
©2018AKP Pranchise, LLC 45

(9) None of the provisions in this Addendum or any rights granted Franchisor hereunder, may be
amended absent Franchisor's prior written consent.
AGREED:
TENANT LANDLORD
By: By:
Its: Its:
Date: Date:

Exhibit B
LIST OF STATE AGENTS FOR SERVICE OF PROCESS

AND STATE ADMINISTRATORS

LIST OF STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS
CALIFORNIA ILLINOIS
Commissioner of Business Oversight Franchise Bureau
One Sansome Street Illinois Attorney General
Suite 600 500 South Second Street
San Francisco, CA 94104 Springfield, Illinois 62706
Tel: (415) 972-8559 (217) 782-4465
Fax: (415) 972-8590
Toll Free: (866) 275-2677 INDIANA
(for service of process)
CONNECTICUT - - - - Indiana Secretary of State
Department of Banking 201 State House
Securities and Business Investments Division Indianapolis, Indiana 46204
260 Constitution Plaza
Hartford, Connecticut 06103-1800 (state agency)
Tel: (860) 240-8230 Securities Commissioner
Indiana Secretary of State
FLORIDA Securities Division, Franchise Section
Tom Kenny, Regulatory Consultant 302 West Washington Street,
Department of Agriculture & Consumer Services Room E - l l l
Division of Consumer Services Indianapolis, Indiana 46204
P.O. Box 6700 Tel: (317) 232-6681
Tallahassee, Florida 32314
Tel: (850) 488-2221 IOWA
Fax: (850)410-3804 Dennis Britson
Director of Regulated Industries Unit
HAWAII Iowa Securities Bureau
(for service of process) 340 Maple
Commissioner ofSecurities of the State of Hawaii Des Moines, Iowa 50319-0066
Department of Commerce and Consumer Affairs Tel: (515) 281-4441
Business Registration Division Fax: (515) 281-3059
Securities Compliance Branch email: [email protected]
335 Merchant Street, Room 203
Honolulu, Hawaii 96813 MARYLAND
(state agency) Maryland Securities Commissioner
Department of Commerce & Division ofSecurities
Consumer Affairs 200 St. Paul Place
King Kalakaua Building Baltimore, Maryland 21202-2020
335 Merchant Street, Rm 203
Honolulu, Hawaii 96813 (state agency)
Tel: (808)586-2722 Office of the Attorney General
Fax: (808) 587-7559 Division ofSecurities
200 St. Paul Place
Baltimore, Maryland 21202-2020
Tel: (410) 576-6360

MICHIGAN NEW YORK
(for service of process) (state agency)
Michigan Department of Consumer and Industry Services Office ofthe Attorney General
Bureau of Commercial Services Investor Protection Bureau
Corporations Division 28 Liberty Street, 15th Floor
PO Box 30054 New York, NY 10005
Lansing, Michigan 48909 Tel: 212-416-8222
Tel: (517) 241-6470
NORTH DAKOTA
MICHIGAN (for service of process)
(state agency) North Dakota Securities Commissioner
_ -
Department of the Attorney General North Dakota"Securities Department "
Consumer Protection Division 600 East Boulevard, 5th Floor
Antitrust and Franchise Section Bismarck, North Dakota 58505-0510
670 Law Building
Lansing, MI 489.13 (state agency)
Tel: (517) 373-71 17 North Dakota Securities Department
600 East Boulevard, 5th Floor
MINNESOTA Bismarck, North Dakota 58505-0510
Commissioner of Commerce Tel: (701) 328-2910
85 Seventh Place East, Suite 280
St. Paul, MN 55101-2198 OREGON
Tel: (651) 539-1600 Director, Department of Consumer &
Business Services
NEBRASKA Division of Finance & Corporate
Gene Schenkelberg, Securities Analyst Securities
Department of Banking & Finance Labor and Industries Building
1200 N. Street, Suite 311 Salem, Oregon 97310
P.O. Box 95006 Tel: (503) 378-4140
Lincoln, Nebraska 68509 Fax: (503) 947-7862
Tel: (402) 417-3445 Email: dcbs.dfcsmailfajstate.or.us
NEW YORK RHODE ISLAND

(for service of process) Director
Attention: New York Secretary of State Securities Division
New York Department of State Department of Business Regulation,
One Commerce Plaza, Building 69, First Floor
lh
99 Washington Avenue, 6 Floor John O. Pastore Center
Albany, NY 12231-0001 1511 Pontiac Avenue,
(518)473-2492 Cranston, Rhode Island 02920
Tel: (401) 462 9582
TEXAS
Statutory Document Section SOUTH DAKOTA
Secretary of State Division of Insurance
1719 Brazos Securities Regulation
Austin, Texas 78701 124 S.Euclid, Suite 104
Attn: Dorothy Wilson Pierre, South Dakota 57501
Tel: (512) 475-1769 (605) 773-3563

UTAH WASHINGTON
Director, Division of Consumer Protection (state agency)
Utah Dept. of Commerce Administrator
160 East Three Hundred South Department ofFinancial Institutions
SM Box 146704 Securities Division
Salt Lake City, Utah 84114-6704 P.O. Box 9033
Tel: (801) 530-6601 Olympia, Washington 98507-9033
Fax: (801) 530-6001 Tel: (360) 902-8760
Fax: (360) 902-0524
VIRGINIA
(for service of process) WISCONSIN
-Clerk of the State Corporation Commission Commissioner of Securities" "~
1300 East Main Street, 1st Floor Department ofFinancial Institutions
Richmond, Virginia 23219 P.O. Box 1768
Madison, Wisconsin 53701-1768
(state agency) Tel: (608) 266-2801
Director
State Corporation Commission
Division of Securities and Retail Franchising
1300 East Main Street, 9th Floor
Richmond, Virginia 23219
Tel: (804) 371-9051
WASHINGTON
Administrator
Department ofFinancial Institutions
Securities Division
150 Israel Road SW
Tumwater, Washington 98501

Exhibit C
FINANCIAL STATEMENTS

ORT OF INDEPENDENT AUDITORS
AND FINANCIAL STATEMENT
AKT FRANCHISE, LLC
As of March 22, 2016
/A ) MOSSADAMS
Table of Contents
PAGE
Report of Independent Auditors 1
Financial Statement
Balance sheet 2
Notes to financial statement 3-5
/ A ) MOSSADAMS
Report of Independent Auditors

|
The Management and Member I
AKT Franchise.-LLC- - - - - - - „ _ . . . . . . . . . j
Report on Financial Statement j

We have audited the accompanying balance sheet of AKT Franchise, LLC, as of March 22, 2018, and j
the related notes to the financial statement.
Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of this financial statement in
accordance with accounting principles generally accepted in the United States of America; this
includes the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statement that are free from material misstatement, whether due to
fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on this financial statement based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statement. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial statement, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statement in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness ofthe entity's internal control. Accordingly, we express no such opinion. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluating the overall presentation
of the financial statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Opinion
In our opinion, the financial statement referred to above present fairly, in all material respects, the
financial position of AKT Franchise, LLC as of March 22, 2018, in accordance with accounting
principles generally accepted in the United States of America.
Irvine, California
May 31, 2018
A K T Franchise, LLC
Balance Sheet
As of March 22, 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,947,500
._ . .Total currenf assets .^ . , 2,94.7,500—
Total assets $ 2,947,500
LIABILITIES AND MEMBER'S EQUITY

MEMBER'S EQUITY $ 2,947,500
Total liabilities and member's equity $ 2,947,500
See accompanying notes.

AKT Franchise, LLC
Notes to Financial Statement
Note 1 - Organization and Description of Business j
AKT Franchise, LLC {the "Company"), a Delaware limited liability company (LLC), was formed on March
7, 2018. The sole member ofthe Company is Xponential Fitness LLC, a Delaware LLC (the "Member").
The Company was formed for .the purpose of holding the net assets related to the franchise operations of
the business acquired ofthe "AKT concept, including the franchise operations. AKT is a fitness class that j
integrates various fitness techniques such as yoga, dance, strength training and piyometrics. There were i
no operations of the Company prior to March 22, 2018. j
i
The Member contributed $2,947,500 in cash to fund the Company's operations on March 22, 2018, and is }
in the process of filing its first FDD under this LLC entity. The Company cannot enter into any new j
franchise agreements until the FDD is filed and considered effective. j
i
The Company intends to offer and sell franchises under the name "AKT." The Company will handle the !
initial sale of franchises and hold the related license agreement for studios sold under the franchise
agreement. As of March 22, 2018, the Company has not sold the rights to develop any franchise units
under any area development agreements.
The Member will be responsible for managing and overseeing the day-to-day operations of the Company.
The Member will allocate expenses to the Company based on shared services. Net loss and all items of I
the Company's income, gain, loss, deduction, or credit will be allocated to the Member. The Company
may rely on resources from the Member to support operations and the Member has committed to j
continue to provide financial support to the Company sufficient for the Company during the start-up phase I
of the franchising operations. j
Note 2 - Summary of Significant Accounting Policies
Basis of presentation - The Company's financial statement has been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP"). The Company believes this
information includes all adjustments, consisting of normal recurring accruals, necessary to fairly present
the financial condition as of March 22, 2018.
Cash and cash equivalents - The Company considers all highly liquid debt instruments purchased with
an original maturity of ninety days or less to be cash equivalents. As of March 22, 2018 the Company
carried no cash equivalents.
Concentration of credit risk - The cash balances of the Company are held primarily in one financial
institution. If cash balances exceed the amounts covered by the Federal Deposit Insurance Corporation,
the excess balances could be at a risk of loss.
Fair value measurements - The Company's financial instruments, none of which are held for trading
purposes, include only cash. Management estimates that the fair value of all financial instruments at
March 22, 2018 does not differ materially from the aggregate carrying values of its financial instruments
recorded in the accompanying financial statement.
A K T F ^ ^ h ^ L L C
ôtes to Finance statement
Note2-SummaôfSôâotAccountmg^^sôotmu^
Income t ^ e s ^ A s a sing^ member L L ^ the C o m p a q

resold o t i t s o p e ^ o n s ^ b e tiled with tbe Member f ^
Company I l e i t i s typically not ^
Companyls passed through to MemberTherefore, no liable
In the financial statements. The Company accounts tor uncertain tax positions In accordances^
A5C740ASC740preschbesarecognltion threshold and measurement process tor accounting tor
unceâln tax positions and also provides guidance on various related matters such as derecognition,
interest, penalties, and required dlsclosures.The Company does not have any entitylevel uncertain tax
positions.
Recently issued accounting pronouncements-ln May 2014,the Financial Accounting Standards

B o a r d ^ F A S ^ issued Accounting Standards OpdateÂSO^ No. ^014^00, ^ v e n ^ e ^ o m C o n ^ ^
C ^ ^ m e ^ ( T o p i c 8 0 ^ . T h i s updateprovidesacomprehensivenewrevenue recognition model tbat
reguiresacompany to recognize revenue to depict the transfer ofgoods or services toacustomer at an
amount that reflects the consideration it expects to receive in exchange for those goods or services The
new guidance will be effective in the Company's Ôt^fiscalyea^This update permits the use of either
the retrospective or cumulative effect transition method The Company is evaluating the effect tbis
guidance will have on the financial statement and related disclosures
In February 201^, theFASB Issued ASLINo2^1^02,leases (Topic842),which providesanew model

for accounting by lessees, whereby the rights and obligations under substantially all leases, existing and
new, would be capitalized and recorded on the balance sheet For lessors, however, the accounting
remains largely unchanged and the distinction between operating and finance leases is retained The
ASO Is effective forfinancial statements issued forfiscal years beginning after Oecember15,20ig T^
Company is evaluating the effect this guidance will have on the financial statement and related
disclosures
Subsequentevents^Subseguenteventsaêeventsortransactionsthat occur after the balance sheet

date but before financial statement is available to be issued The Company recognizes in the financial
statement^he effects ofall subsequent events that provide additional evidence about conditions that
existed at tbe date ofthe balance sheet, including the estimates inherent in the process of preparing the
financial statement The Company's financial statement does not recognize subsequent events that
provide evidence about conditions that did not exist at the date of the balance sheet but arose after the
balance sheet date and before the financial statement is available to be issued.
Tbe Company has evaluated subsequent events through May 81, 2018, which is the date this financial
statement was available to be issued, and concluded that there were no additional events or transactions
that need to be disclosed otherthan the information in Note ^3.
AKT Franchise, LLC
Notes to Financial Statement
Note 3 - Subsequent Event j

i
i
At.the.close of business on.March 22, 2018, the Company.entered.into.an.asset purchase agreement _ j
with AKT inMotion, Inc. (the "Seller") to acquire the franchising rights, brand, intellectual property and the !
rights to manage and license the franchise business. The Seller is engaged in the business of operating
boutique fitness studios which utilize a combination"of fitness techniques under the "AKT in Motion" trade
name and selling online subscriptions to video versions of such classes under the "AKT On Demand"
trade name. The Company will also offer its customers related ancillary products and services related to
this concept. The transaction terms include purchasing exclusive rights to establish and operate
franchises under the "AKT" trade name and use certain related assets for the purposes of establishing a
franchise system. i
;
No operations or effects of the business purchase of AKT in Motion are reflected in the financial j
statement. :
Exhibit D
STATEMENT OF PROSPECTIVE FRANCHISEE

AKT
STATEMENT OF PROSPECTIVE FRANCHISEE
(Note: Dates and Answers Must Be Completed

in the Prospective Franchisee's Own Handwriting.)
Since the Prospective Franchisee (also called "me," "our," "us," "we" and/or " I " in this document) and
AKT Franchise, LLC (also called the "Franchisor" or "AKT") both have an interest in making sure that no
misunderstandings exist, between them, and. to. verify that no violations of law might, have occurred, and
understanding that the Franchisor is relying on the statements I/we make in this document, I/we assure the
Franchisor as follows:
A. The following dates and information are true and correct:
1. , 20 The date on which I/we received a Uniform Franchise Disclosure

Document about a Franchise.
Initials
2. , 20 The date when I/we received a fully completed copy (other than
signatures) ofthe Franchise Agreement, Development Agreement
Initials (if appropriate) and all other documents I/we later signed.
3. , 20 The earliest date on which I/we signed the Franchise Agreement,

Development Agreement or any other binding document (not
Initials including any Letter or other Acknowledgment of Receipt.)
4. , 20 The earliest date on which I/we delivered cash, check or other

consideration to the Franchisor, or any other person or company.
Initials
B. Representations and Other Matters:
1. No oral, written, visual or other promises, agreements, commitments, representations, understandings,

"side deals," options, rights-of-first-refusal or otherwise of any type (collectively, the "representations"),
including, but not limited to, any which expanded upon or were inconsistent with the Disclosure Document, the
Franchise Agreement, or any other written documents, have been made to or with me/us with respect to any matter
(including, but not limited to, advertising, marketing, site location and/or development, operational, marketing or
administrative assistance, exclusive rights or exclusive or protected territory or otherwise) nor have I/we relied in
any way on any such representations, except as expressly set forth in the Franchise Agreement, or a written
Addendum thereto signed by the Prospective Franchisee and the Franchisor, except as follows:
(If none, the Prospective Franchisee should write NONE in his/her/their own handwriting.)
Prospective Franchisee's Initials: .__
2. No oral, written, visual or other claim, guarantee or representation (including, but not limited to, charts,
tables, spreadsheets or mathematical calculations to demonstrate actual or possible results based on a combination
of variables, such as multiples of price and quantity to reflect gross sales, or otherwise), which stated or suggested
any specific level or range of actual or potential sales, costs, income, expenses, profits, cash flow, tax effects or
c
otherwise (or from which such items might be ascertained), from franchised or non-franchised units, was made to
me/us by Franchisor, its affiliates or agents/representatives, nor have I/we relied in any way on any such, except
for information (if any) expressly set forth in Item 19 of the Franchisor's Disclosure Document (or an exhibit
referred to therein), except as follows:
Prospective Franchisee's Initials:
3. No contingency, prerequisite, reservation or otherwise exists with respect to any matter (including, but
not limited to, the_Prospective Franchisee obtaining any financing, the Prospective Franchisee's selection,
purchase, lease or otherwise of a location, any operational matters or otherwise) or the Prospective Franchisee
fully performing any of the Prospective Franchisee's obligations, nor is the Prospective Franchisee relying on the
Franchisor or any other entity to provide or arrange financing of any type, nor have I/we relied in any way on
such, except as expressly set forth in the Franchise Agreement, Development Agreement (if and as appropriate)
or a written Addendum thereto signed by the Prospective Franchisee and the Franchisor, except as follows:
(If none, the Prospective Franchisee should write NONE in his/her/their own handwriting.)
4. The individuals signing for the "Prospective Franchisee" constitute all of the executive officers, partners,
shareholders, investors and/or principals ofthe Prospective Franchisee and each of such individuals has received
the Uniform Franchise Disclosure Document and all exhibits and carefully read, discussed, understands and agrees
to the Franchise Agreement, Development Agreement (if and as appropriate), each written Addendum and any
Personal Guarantees.
5. I/we have had an opportunity to consult with an independent professional advisor, such as an attorney or
accountant, prior to signing any binding documents or paying any sums, and the Franchisor has strongly
recommended that I/we obtain such independent professional advice. I/we have also been strongly advised by the
Franchisor to discuss my/our proposed purchase of, or investment in, an AKT Studio Franchise with existing
Franchisees prior to signing any binding documents or paying any sums and I/we have been supplied with a list
of existing AKT Studio Franchisees.
6. I confirm that, as advised, I've spoken with past and/or existing AKT Studio Franchisees, and that I made
the decision as to which, and how many, AKT Studio Franchisees to speak with.
7. I/we understand that: entry into any business venture necessarily involves some unavoidable risk of loss
or failure, the purchase of a AKT Franchise (or any other) is a speculative investment, an investment beyond that
outlined in the Disclosure Document may be required to succeed, there exists no guaranty against possible loss or
failure in this or any other business and the most important factors in the success of any AKT Franchise, including
the one to be operated by me/us, are my/our personal business, marketing, sales, management, judgment and other
skills.
If there are any matters inconsistent with the statements in this document, or if anyone has suggested that

I sign this document without all of its statements being true, correct and complete, I/we will (a) immediately
inform the President of AKT Franchise. LLC (949-404-3516"), and (b) make a written statement regarding such
next to my signature below so that the Franchisor may address and resolve any such issuefs) at this time and before
either party goes forward.
I/we understand and agree that the Franchisor does not furnish or endorse, or authorize its salespersons or
others to furnish or endorse, any oral, written or other information concerning actual or potential sales, costs,
income, expenses, profits, cash flow, tax effects or otherwise (or from which such items might be ascertained),
from franchised or non-franchised units, that such information (if any) not expressly set forth in Item 19 of the
Franchisor's Disclosure Document (or an exhibit referred to therein) is not reliable and that I/we have not relied
on it, that no such results can be assured or estimated and that actual results will vary from unit to unit, franchise
to franchise; and may vary significantly.
I/we understand and agree to all of the foregoing and represent and warrant that all of the above statements
are true, correct and complete.
Date:
PROSPECTIVE FRANCHISEE (Individual) PROSPECTIVE FRANCHISEE (Corp., LLC or

Partnership) [Must be accompanied by appropriate
personal guarantee(s)]
Signature
Legal Name of Entity

Printed Name
a
State of incorporation, formation, etc.
Signature
By:
Name
Printed Name
Signature
Title:

Exhibit E
TABLE OF CONTENTS OF THE OPERATIONS MANUAL

AKT Franchise, LLC
Operations Brand Standards Manual
TABLE OF CONTENTS
CHAPTER 1: GENERAL INFORMATION 1
SECTION r I - THE PURPOSE OF THE MANUAL : 2
SECTION 1.2 - HOW TO USE THIS MANUAL 3
SECTION 1.3 - THE. AKT STORY 5
SECTION 1.4- AKT CORE VALUES '. 7
CHAPTER 2: THE FRANCHISE RELATIONSHIP 1

SECTION 2.1 - THE FRANCHISEE/FRANCHISOR RELATIONSHIP 2
SECTION 2.2 - OUR RESPONSIBILITIES 4
SECTION 2.3 - YOUR OBLIGATIONS 6
SECTION 2.4 - ESTABLISHING YOUR BUSINESS ENTITY 17
SECTION 2.5 - TRANSFER YOUR FRANCHISE AGREEMENT 20
CHAPTER 3: FRANCHISE REQUIREMENTS 1

SECTION 3.1 - THE FRANCHISEE/FRANCHISOR RELATIONSHIP 2
CHAPTER 4: OPERATIONAL STANDARDS 1

SECTION 4.1 - THE IMPORTANCE OF STANDARDS 2
SECTION 4.2 -THE STANDARDS 4
CHAPTERS: PERSONNEL 1
SECTION 5.1 - OVERVIEW AND DISCLAIMER , 2
SECTION 5.2- LAWS AND REQUIREMENTS 3
SECTION 5.3 - JOB DESCRIPTIONS 4
SECTION 5.4 - LEAD SOURCES FOR HIRING 9
SECTION 5.5 - AKT SUPPORT CALLS Io
CHAPTER 6: STUDIO OPERATIONS BEST PRACTICES /. 1
SECTION 6.1 - OVERVIEW 2
SECTION 6.2 - AKT SERVICES 3
SECTION 6.3 - FREE TRIAL 5
SECTION 6.4 - ATTIRE & RETAIL 6
SECTION 6.5 - THE CLIENT 8
SECTION 6.6 - RETAIL ] ]
SECTION 6.7 - DAILY ACTIVITIES 12
SECTION 6.8 - CLUB READY 13
CHAPTER 7: SALES 1
SECTION 7.1 - THE CLIENT 2
SECTION 7.2 - COMPETITION 3
SECTION 7.3 - MEMBERSHIP RATES 5
SECTION 7.4 - AKT LAUNCH 6
SECTION 7.5 - PRE-SALE 7
SECTION 7.6 - OBJECTIONS : 8
SECTION 7.7 - SIGN THEM UP 9
SECTION 7.8 - TURNOVER 1o
SECTION 7.9 - SALES MANAGEMENT BEST PRACTICES 11
SECTION 7.10- SALES TOOLS 12
SECTION 7.11 - SALES TIME LINE 13
CHAPTER 8: CRISIS MANAGEMENT 1

SECTION 8.1 - DEFINING A CRISIS 2
SECTION 8.2 - CRISIS COMMUNICATION : 3
CHAPTER 9: STUDIO ADMINISTRATION 1

SECTION 9.1 - KEY PERFORMANCE INDICATORS AND PROFITABILITY 2
•SECTION 9.2 - MANAGING THE NUMBERS ..; - - 4
SECTION 9.3 - INVENTORY CONTROL 6
SECTION 9.4 - RISK MANAGEMENT 7
SECTION 9.5 - DATA SECURITY 11
Total Pages: 94
Exhibit F
SAMPLE RELEASE AGREEMENT

GENERALRELEASEOFALLCLAIMS
(FRANCHÊ^ ^ ^ an md^dnal
("GUARANTOR") enter into tbis Gene^Rdease on ,witb reference to tbefoiiowing
facts:
1 On ^ A K T Franchisee LUGâOeiawareiimitediiabiiity company

("FRANCHISOR"), and FRANC^fSEE entered intoaFrancbiseAgreement(tbe"Fra^^
operate an AKT Francbised business located at (tbe "Premises")
GUARANTOR guaranteed FRANCHISEES performance under fbe Francbise Agreement pursuant to a
Guarantee and Assumption of Obiigations(tbe "Guarantee") fn consideration ofFRANCHISOR^S processing
andapprovai of , tbeFrancbise Agreement
provides tbat FRANCHISEE must sign tbis Geueral Release asacondition to sucb . A l l capitalized
terms not otherwise defined in tbis General Release sball bave tbe same meaning as in tbe Francbise Agreement
andBor tbe Guarantee.
2. For valuable consideration, tbe receipt and sufficiency of wbicb is hereby acknowledged,
FRANCHISEE and GUARANTOR hereby release and forever discharge FRANCHISOR, its parents and
subsidiaries and the directors, officers, employees, attorneys and agents ofsaid corporations, and each ofthem^
from any and all claims, obligations, liabilities, demands, costs, expenses, damages, actions and causes of act^^
of whatever nature,character or description, lôwn or unlôwn(collectively"Oamages"),whicharo^^
before the date ofthis General Release, including any Damages with respect to the Francbise Agreement, the
Franchised Business, the Premises and the Guarantee FRANCHISEE waives anyright orbenefit which
FRANCHISEE orGUARANTORmavbaveunderSectionlôftheCalifbrniaCivil Codeoranvequivalentlaw
or statute ofany other state Section 1542 ofthe California Civil Code reads as follows:
"Section 1542.Certain claims not affected by general release.Ageneral release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing this
release, which ifknow by him must have materially affected bis settlement with the debtor."
3 This General Release sets forth tbe entire agreement and understanding oftbe parties regarding
the subject matterofthis General Release and any agreement, representation orunderstanding, express or implied,
heretofore made by any party or exchanged between the parties are hereby waived and canceled
4. This Agreement shallbebinding upon each of tbe parties tothisGeneral Release and their
respective heirs, executors, administrators, personal representatives, successors and assigns.
IN WITNESS ^HEREOF,the undersigned have executed this Agreement as of the day and year set
forth above
FRANCHISEE
8^
Print Name:
Title:
GUARANTOR:
, an individual

Exhibit G
STATE SPECIFIC ADDENDA

A D D ^ O N A L S T A T E DISCLOSURES
thefrancbise is loca^dmor if fr^

provisionsintheFranchiseOisciosnreOocnmentÔisciosnreO be
amended as foiiows:
CALIFORNIA
ADDENDUMTO DISCLOSURE DOCUMENT
Caiifr^mia Corporations Code, Seetion3fi25 requires tbe francbisorto^^

doenment,approvedby tbeOepartmentofûsinessOversigb^priortoasobeitationofaproposedma^
modification ofan existing franchise
Onrwebsite has not been reviewed orapprovedbytheCahfi^rnia Department ofbusiness Oversight

complaints concerning the content of this website may be directed to the California Oepartm
Oversightatwwwdboca.gov.
THE CALIFORNIA FRANCHISE f l ^ S T M E N T L A ^ ^ U f ^ ^

RROROSEO AGREEMENTS RELATfNOTOTHESALEOFTHEFRANCHlSE8EOELlVERÔTOOETHER
WITHTHE DISCLOSURE DOCUMENT
1 The following language is added to tbe RiskFactors on the State Cover Rage:
FRANCHlSEElÛSTSECUREASfTEfNANAUTHORlÊDLOCATlON^fTHfN^MONTHS
OF EÊCUTfNO THE FRANCHISE AGREEMENT, OR FRANCHISOR MAYTERMINATE
THE FRANCHISEAGREEMENT
FRANCHISOR HAS THE OPTION TO TERMINATE THE FRANCHISE AGREEMENT IF

FRANCHISEEFAILS TO OPEN THE BUSINESS WITHIN THE TIME SET FORTH IN THE
FRANCHISEAGREEMENT
2. The following language isadded to tbe end ofltemôf the Disclosure Document:
Neither AKT Franchise, LLC,noranypersonidentifiedin Item2, oranaffiliateor

franchisebrokerofferingfranchisesunderourprincipal trademark is subject to any currently
effective order ofany national securities association or national securities exchange, as defined in
theSecuritiesandExchangeActofl934,15U.SC.A.78a etse^, suspending or expelling such
person from membership in such association or exchange.
3 The following paragraphs are added attbe end ofIteml7ofthe Disclosure Document:
The Franchise Agreement requires franchisee to executeageneral release of claims upon

renewalor transfer of tbe Francbise Agreement California Corporations Code Section31512
provides that any condition, stipulation or provision purporting to bind any person acquiring any
francbise to waive compliance with anyprovisionofthat law or anyrule or orderthereunder is void.
California Business and Professions Code Sections 20000 through 20043 provide rights
franchisees concerning termination or nonrenewal ofafranchise. If the Franchise Agreement
containsaprovision that is inconsistent with the law,tbe law will control.
ÂKFFra^^LLC
2018Franch^Diôsu^Docum^-Fxhihi^
The Franchise Agreement provide This provision may
norheenforeeahieunderfederaihankrnpteyiaw(iiU^C.A.See iOietseq^
The Franchise Agreement eontainsaeovenant not to compete which extends heyond the
termination of the franchise. This provision may not he enfbrceahie under Caiitbmia law hnt we
wiii entree it to the extent entbrceahie.
The Franchise Agreement requires application ofthe iaws ofthe state where the business
is iocated.Tbis provision maynot be enforceable u n d e r C a i i f ^ ^ ^
extent enforceable.
Tbe Francbise Agreement requires bindingarbi^

County, Califbmia,with the costs being home by the non-prevailing party The prevailing party
shall be entitled to recoverreasonable compensation fbrexpenses, costs and fees in connection witb
arbitration, includingreasonableattorney's fees. Prospectivefranchiseesareencou^
private legal counsel todetermine the applicab^
and Professions Code Section 20040.5 Code of Civil Procedure S e c t i o n a l , a n d the Federal
Arbitration Act^toauy provisions ofafranchise agreement restricting venue toaforumoutsidethe
State of California.
©^8AKTF^hi^LLC
20t8F^chi5eDiôso^Docum^-Fxhihi^
HAWAII
ADDENDUM TO DISCLOSURE DOCUMENT
These franchises will be/ have been filed under the Franchise Investment Law of the State of Hawaii. Filing
does not constitute approval, recommendation or endorsement by the Director of Commerce and Consumer Affairs
or a finding by the Director of Commerce and Consumer Affairs that the information provided herein is true,
complete, and not misleading.
The Franchise Investment Law makes it unlawful to offer or sell any franchise in this state without first
providing to the prospective franchisee, or subfranchisor, at least seven days prior to the execution by the prospective
franchisee of any binding franchise or other agreement, or at least seven days prior to the payment of any
consideration by the franchisee, or subfranchisor, whichever occurs first, a copy of the Disclosure Document,
together with an copy of all proposed agreements relating to the sale of the franchise.
This Disclosure Document contains a summary only of certain material provisions of the franchise
agreement. The contract or agreement should be referred to for "a statement of all rights, conditions, restrictions and
obligations of both thefranchisorand the franchisee.

ILLINOIS
1. The "Summary" section of Item 17(v), entitled Choice of forum, is deleted in its entirety.
2. The "Summary" section of Item 17(w), entitled Choice oflaw, is deleted and replaced with the following':
Illinoisjaw applies.
3. Illinois law governs the agreement(s) between the parties to this franchise.
4. Any provision in afranchiseagreement that designates jurisdiction or venue in a forum outside of Illinois
is void, provided that arbitration may take place outside of Illinois. 815 ILCS 705/4 (West 2010)
5. Any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of the Illinois Franchise Disclosure Act or any other law of Illinois is void. 815
ILCS 705/41 (West 2010)

ILLINOIS
AMENDMENT TO FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT
The Franchise Agreement and Development Agreement are specifically amended as follows:
In recognition of the requirements ofthe Illinois Franchise Disclosure Act of 1987 (as amended), the parties
to the attached Franchise Agreement ("Agreement") agree as follows:
1. Governing Law.
a. Section 16.1 of the Franchise Agreement, "GOVERNING LAW," is deleted in its entirety and
replaced with the following:
EXCEPT TO THE EXTENT GOVERNED BY THE UNITED STATES TRADEMARK ACT OF

1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), THE FEDERAL ARBITRATION
ACT, OR OTHER FEDERAL LAW, THIS AGREEMENT AND THE RIGHTS OF THE PARTIES
HEREUNDER SHALL BE INTERPRETED AND CONSTRUED UNDER THE LAWS OF THE
STATE OF ILLINOIS.
b. Section 21(A) ofthe Development Agreement is hereby amended to provide that Illinois law governs
the agreements between the parties to this franchise.
2. Section 4 of the Illinois Franchise Disclosure Act provides that any provision in a franchise
agreement/development agreement that designates jurisdiction or venue outside of the State oflllinois is
void. However, a franchise agreement/development agreement may provide for arbitration in a venue
outside oflllinois.
3. Section 41 ofthe Illinois Franchise Disclosure Act provide that any condition, stipulation or provision
purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise
Disclosure Act or any other law of Illinois is void. Accordingly, insofar as the Franchise Agreement
requires you to waive your rights under the Illinoisfranchiselaw, these requirements are deleted from the
Franchise Agreement. This provision will not prevent the franchisor from requiring you to sign a general
release of claims as part of a negotiated settlement of a dispute or actual lawsuit filed under any of the
provisions of the Act, nor shall it prevent the arbitration of any claim pursuant to the provisions of Title
9 of the United States Code.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment,
understands and consents to be bound by all of its terms.
AKT Franchise, LLC Franchisee:.
By: By:
Title: Title:

MARYLAND
1. The "Summary" section of Item 17(c) entitled Requirements for renewal or extension of term, and the
"Summary" section of Item 17(m) entitled Conditions for franchisor approval of transfer, are amended by
adding the following:
Any general release you sign shall not apply .to.the extent..prohibited by the Maryland Franchise
Registration and Disclosure Law.
2. The "Summary" section of Item 17(h) entitled "Cause" defined - non-curable defaults, is amended by
The Franchise Agreement provides for termination upon your bankruptcy. This provision might
not be enforceable under federal bankruptcy law (11 U.S.C. Sections 101 et seq.). but we will
enforce it to the extent enforceable.
3. The following are added to the end of the chart in Item 17:
Despite any contradicting provision in the Franchise Agreement, you have 3 years from the date on
which we grant you the franchise to bring a claim under the Maryland Franchise Registration and
Disclosure Law.
A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise
Registration and Disclosure Law.
AKT Franchise, LLC

MARYLAND
AMENDMENT TO FRANCHISE AGREEMENT
The Franchise Agreement is specifically amended as follows:
Any provision requiring Franchisee to execute a general release of any and all claims against Franchisor shall not
apply to claims arising under the Maryland Franchise Registration and Disclosure Law.
Termination upon bankruptcy of the Franchisee might not be enforceable under federal bankruptcy law (11 U.S.C.
Sections 101 et.seq.), but Franchisor intends to enforce it to the extent enforceable.
Section 16.12 shall be supplemented by the following additional language:
PROVIDED, HOWEVER, THAT THIS LIMITATION OF CLAIMS SHALL NOT

ACT TO REDUCE THE THREE (3) YEAR STATUTE OF LIMITATIONS
AFFORDED FRANCHISEE FOR BRINGING A CLAIM UNDER THE MARYLAND
FRANCHISE REGISTRATION AND DISCLOSURE LAW.
Section 14-226 ofthe Maryland Franchise Registration and Disclosure Law prohibits a franchisor from requiring.a
prospective franchisee to assent to any release, estoppel, or waiver of liability as a condition of purchasing a
franchise. Any provision of this Franchise Agreement which requires a prospective franchisee to disclaim the
occurrence and/or non-occurrence of acts that would constitute a violation of the Maryland Franchise Registration
and Disclosure Law in order to purchase a franchise are not intended to, nor shall they act as a release, estoppel or
waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
AKT Franchise, LLC Franchisee:
By: By:
Title: Title:

MARYLAND
AMENDMENT TO DISCLOSURE QUESTIONNAIRE
The Franchisee Disclosure Questionnaire is specifically amended as follows:
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law (as
.amended), Md. Code Bus._Reg. Sections 14-201 through 14-233, the following paragraph is added to the Franchisee
Disclosure Questionnaire:
Maryland Franchise Registration and Disclosure Law prohibits a franchisor from requiring a
prospective franchisee to assent to any release, estoppel, or waiver of liability as a condition of
purchasing a franchise. Representations in this questionnaire are not intended to nor shall they act
as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration
and Disclosure Law.
Name of Franchisee/Applicant
Date:
Signature
Name and Title of Person Signing

MICHIGAN
ADDENDUMTO DISCLOSURE DOCUMENT
The l o w i n g d i ^ o s u ^ a r e r ^
L THE STATE OE MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE

SOMETIMES INERANCHISEOOCUMENTS IE ANY OETHEEOEEOWINCPROVISIONSAREINTHESE
FRANCHISE DOCUMENTS, THE PROVISION
YOU
Each of the fbllowing p ^

franchise:
A. Aprohihifron on the right ofafranchise^
B Arequfrement thatafranchisee assent toarelease, assignment, novation, w a i ^

deprivesafranchisee ofrightsand protections provided in the Michigan Franchise Investment Ac This shall not
precludeafranchisee, afrer entering intoafranchise agreement, from settling any and all claims.
C. Aprovision that permitsafranchisor to terminateafranchise prior to the expiration of this tertn

except tor good canse Good canse shall include the lailnre ofthe franchisee to comply with any lawful provision
of thefranchise agreement andto cure suchtailure afrer heinggivenwrittennoticethereofandareasonahle
opportunity,which in no event need he more than 30 days, to cure such failure.
O. Aprovision thatpermitsafranchisorto refuse to renewafranchise without fairly compensating the

franchisee hy repurchase or other meansfr^rthe fair market value at the time of expiration of the franchisees
inventory,supphes,equipment, frxturesandfumishings Personaiiêdmaterials which haveno value to the
franchisorand inventory,suppIies, equipment,fixturesandfrimishingsnot reasonably required in the cond
franchise husiness are not subject to compensation. This subsection applies only i f (i) the term ofthefranchiseis
Iessthan5years,and(ii)thefranchiseeisprohibitedbythefranchiseor otheragreement from continuing to conduce
substantially the same business under another trademark, service mark, trade name, logotype, advertising or other
commercial symbol in the same area subsequentto the expiration ofthefranchiseor thefranchiseedoes notreceive
at least^months advance notice of franchisors intent not to renew the franchise.
E Aprovisionthatpermitsthefranchisortorelusetorenewafranchise on terms generally available

to otherfranchiseesofthe same class or type under similar circumstances. Thissection does not requirearenewal
provision
F A provision requiring that arbitration or litigation be conducted outside this state. This shah not
preclude thefranchiseefromentering into an agreement, at the timeofarbitration, to conduct arbitrab^
outside this state
G. Aprovision which permitsafranchisor to refuse to permitatransfer of ownership ofafranchise,

except for good cause. The subdivision does not preventafranchisor from exercisingaright of first refusal to
purchase the franchise. Good cause shall include, but is not limited to:
I) Tbe failure of the proposed transferee to meet thefranchisor's then-current reasonable

qualifications or standards.
^ 8 A K T F ^ ^ L L C
2 0 1 8 F ^ n c h ^ Disclosure Oocumem-Fxhihits
2) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.
3) The unwillingness of the proposed transferee to agree in writing to comply with all lawful
obligations.
4) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor
or to cure any default in the franchise agreement existing at the time ofthe proposed transfer.
H. A provision that requires the franchisee to resell to the franchisor items that are not uniquely
identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of
first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing
and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to
acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the
lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision
(C).
I. A provision which permits the franchisor to directly or indirectly convey, assign or otherwise
transfer its obligations to fulfill contractual obligations to the franchisee unless a provision has been made for
providing the required contractual services.
2. I f the franchisor's most recent financial statements are unaudited and show a net worth of less than
$ 100,000.00 the franchisor shall, at the request of afranchisee,arrange for the escrow of initial investment and other
funds paid by thefranchiseeuntil the obligations to provide real estate, improvements, equipment, inventory, training
or other items included in thefranchiseoffering are fulfilled. At the option of the franchisor, a surety bond may be
provided in place of escrow.
3. THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY
GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENFORCEMENT BY THE
ATTORNEY GENERAL.
Any questions regarding this notice should be direct to:
State of Michigan
Consumer Protection Division
Attention: Franchise
670 G. Mennen Williams Building
525 West Ottawa
Lansing, MI 48933
(517) 373-1 160
Note: Despite paragraph F above, we intend to enforce frilly the provisions of the arbitration section
contained in the Franchise Agreement. We believe that paragraph F is unconstitutional and cannot preclude us from
enforcing our arbitration section. You acknowledge that we will seek to enforce this section as well.

MINNESOTA
In accordance with the requirements of the state of Minnesota the following disclosure should be read in
conjunction with the Disclosure Document. Any inconsistency with the information contained in the Disclosure
Document will be resolved in favor of this Minnesota Addendum.
1. Item 13 Trademarks is amended by adding the following:
As required by the Minnesota Franchise Act, Minn. Stat. Sec. 80C. 12(g), we will reimburse you for
any of your costs incurred in the defense of your right to use the Marks, so long as you were using
the Marks in the manner authorized by us, and so long as we are timely notified of the claim and
are given the right to manage the defense ofthe claim including the right to compromise, settle or
otherwise resolve the claim, and to determine whether to appeal a final determination of the claim.
2. Item 17 Renewal, Termination, Transfer and Dispute Resolution is amended by adding the following:
A. Renewal and Termination

With respect to franchises governed by Minnesota law, we will comply with Minn. Stat.
Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that you be
given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-
renewal of the Agreement.
B. Choice of Forum
Nothing in the Disclosure Document or Agreement can abrogate or reduce any of your
rights as provided for in Minnesota Statutes 1984, Chapter 80C, or your rights to any
procedure, forum, or remedies provided for by the laws of the jurisdiction.
C. Releases
A general release shall not relieve any person from liability imposed by the Minnesota
Franchise Law, Minn. Stat., Chapter 80C, Sections 80C.22.
These franchises have been registered under the Minnesota Franchise Act, registration does not constitute
approval, recommendation, or endorsement by the Commissioner of Commerce of Minnesota or a finding by the
Commissioner that the information provided herein is true, complete, and not misleading.
The Minnesota Franchise Act makes it unlawful to offer or sell any franchise in this state which is subject to
registration without first providing to the franchisee, at least 7 days prior to the execution by the prospective
franchisee of any binding franchise or other agreement, or at least 7 days prior to the payment of any consideration,
by the franchisee, whichever occurs first, a copy of this Disclosure Document, together with a copy of all proposed
agreements relating to the franchise. This Disclosure Document contains a summary only of certain material
provisions of the Franchise Agreement. The contract or agreement should be referred to for an understanding of all
rights and obligations of both the franchisor and the franchisee.

MINNESOTA
AMENDMENTTOERANOHISEAOREEMENT
^
The Eranchê Agreement is specificity amended as ^ o w s :
precognition ofthe Mmnesota Franchise Law, M ^ S t a L , ^

Rnies and Regulations promulgated pursuant^
2860.4400, et seq., the parties to the attached Franchise Agreement ("Agreement") agree as ^
WithrespecttofranchisesgovernedhyMinnesotalaw,FranchisorwillcomplywithMinn Stat. Sec.

80C.14, Suhds. 3,4and5which require, exceptin certain specified cases, thatFranchiseehe given
90 days'notice of temînation (with 60 days to cure) and 180 days'notice of non-renewal of the
Agreement.
As required hy Minnesota Franchise Act, Minn.Stat.Sec.80C.12(g), Franchisor will reimburse

Franchisee tor any costs incurred hy Franchisee in the defense ofFrancfiisee^sright to use the Marks,
so long as Franchisee was using the Marks in the manner authorized hy Franchisor, and so long as
Franchisor is timely notified of the claim and is given the right tomanage the defense ofthe claim
including the right to compromise, settle or otherwise resolve the claim, and to determine whether to
appealafinal determination ofthe claim.
WithrespecttofranchisesgovemedhyMinnesotalaw,FranchisorwillcomplywithMinn. Stat. Sec.

800.14, Subds. 3,4and5which require, except in certain specified cases, that Franchisee he given
90 days'notice of termination (with 60 days to cure) and 180 days'notice of non-renewal of the
Agreement.
Ageneral release shall not relieve any person from liability imposed by the Minnesota Franchise
Law,Minn Stat ,Chapter80C, Section 80C22
Thefranchisee cannot consent tofianchisor obtaining injunctive relief.Tbe franchisor may se^
injunctiverelief.^Minn.Rule2860.4400J Acourt will determine ifabond is required.
Nothing in the Disclosure Document orAgreement can abrogate or reduce any of your rights as
provided for in Minnesota Statutesl984, Chapter 80C, or your rights to any procedure, forum, or
remedies provided for by the laws oftbejurisdiction.
Any claims brought pursuant to the Minnesota Franchises Act,^80.O.01et seq. must be brought
witbin^yearsaffer the cause of action accrues. Tothe extent that any provision of the Franchise
Agreement imposesadifferent limitations period, the provision ofthe Act shall control.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read tbis Amendment,
understands and consents to be bound by all ofits terms.
AKTFranchise,LLC Franchisee:
8y: 8y:
Title: Title:
©^8AKTF^hi^LLC
2018F^chiseDiôêDocum^-Fîhi^
NEWYOR^
A O O E N ^ U ^ TO D^CÔSURE DOCUMENT
L The showing infbrmafion is added to tbe cover page o f t h e m Oiseiosure

Ooeument:
INFORMATION COMPARING F R A N C H I S O R S ^ A V A I L A ^ ^ THE STATE

A D M I N I S T R A T O R S L I S T E D I N E X H I R I T A O R Y O U R PURIÎC LIBRARY FOR
SOURCES OF INFORMATION REGISTRATION OF THIS FRANCHISERS NEW
YORI^ STATE DOES NOT MEAN THATNEWYORI^STATERECOMMENDS I T OR
HAS VERIFIED THE INFORMATION IN THIS FRANCHISE DISCLOSURE
DOCUMENT.IFVOU UEARNTHAT ANYTHING INTHEFRANCHISE DISCLOSURE
DOCUMENT IS UNTRUE, CONTACT THE FEDERALTRADE COMMISSION AND
NEW YORI^ STATE DEPARTMENT OF LAW, RUREAU OF INVESTOR
PROTECTIONANDSECURITIES,I^RROADWAV,^RDFLOOR,NEWVORI^,NEW
V O R I ^ I O ^ L THE FRANCHISOR M A V , I F IT CHOOSES, NEGOTIATE W I T H VOU
A 8 0 U T ITEMS COVERED IN THE FRANCHISE DISCLOSURE DOCUMENT.
HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO
PREVAIL UPONAPROSPECTIVE FRANCHISEE TO ACCEPTTERMSWHICHARE
LESSFAVORA8LE THAN THOSE SET FORTH IN THIS FRANCHISE DISCLOSURE
DOCUMENTS
2 Tbefoiiowmgisaddedattbeendofhem3:
Except as provided above, with regard to the franchisor, its predecessor,apeônid^^^^

achate offeringfranchisesunder the francbisor'sprincipai trademark:
A. No sncb party bas an administrative, criminal or civii action pending against that person
aiieging:ateiony,avioiation ofafranchise, antitrust, or securities law,fraud, embezzlement,
fraudulent conversion, misappropriation ofproperty,unfair or deceptive practices, or comparable
civil or misdemeanor allegations.
E No sucb party has pending actions, otber than routine litigation incidental to tbe business, which
are significant in tbe context oftbe number of francbisees and the size, nature or financial condition
oftbe franchise system or its business operations.
C. No sucb party has been convicted ofafelony or pleaded nolo contenderetoafelony charge or,
witbin the lOyear period immediately preceding theapplicationforregistration, has been convicted
of or pleaded nolocontenderetoamisdemeanor charge or has been tbe subject ofacivil action
alleging: violation ofafranchise, antifraud, or securities law-frauds embezzlements fraudulent
conversion or misappropriation of property^ or unfair or deceptive practices or comparable
allegations.
O.No such party is subject toacurrently effective injunctive or restrictive order or decree
relating to the franchise, or underaFederal,State, or Canadian franchise, securities, antitrust,
trade regulation or trade practice law,resultingfrdmaconcluded or pending action or
proceeding brought byapublic agency^ or is subject to any currently effective order ofany
national securities association or national securities exchange, as defined in the Securities
and Exchange Act ofl934,suspending or expelling suchperson from membership in such
© ^ 8 A K T F ^ ^ L L C
2018FranchêDôsu^Documem-Exhih^
association or exchange or is subject to acurrcntiycffcctivc injunctive or restrictive order
relating to any otber business activity asaresult of an action brought byapublic agency or
department, including, without limitation,actions aftcctingaliccnsc asa real estate broker or
sales agent
3. Tbe following is added to tbe end o f l t c m ^
Neither tbe trancbisor,its affiliate, its predecessor, officers, or general partner during the lODycar period
immediately bc^rc the date ofthe offering circular:^) filed as debtorôr had filed against it)apctition to start
an action under the U ^ Bankruptcy Codc^bôbtaincdadischargc ofits debts under the bankruptcy codcôr
(c)wasaprincipal officer ofacompanyoragcncral partner inapartnersbip that cither filed asadcbtor(or had
filed against itâpctitiontostart an action under thcUS Bankruptcy Code orthat obtaincdadischargc ofits
debts under the ^.Bankruptcy Code during or witbinlycaraficr tbat officer orgcncral partner of the
franchisor held this position in the company or partnership
4. The tollowingis added to the end o f h e m ^
The initial franchise fee constitutes part ofour general operating funds and wih be used as such in our
discretion.
5. The following is added to the end of the "Summa^" sections of hem 17(c), titled
"Requirements fur franchisee to renew or extend," and hem f7(m), entitled "Conditions for
franchisor approval of transfer":
However, to the extent required by applicable law,all rights youenjoy and any causes of action arising in your
favor from the provisions ofArticle 33 ofthe Ceneral Business Law oftbe State ofNewYork and the
regulations issued thereunder shall remain in forced it being the intent ofthis proviso that the
non-waiver provisions of Ceneral Business Law Sections 687.4and 687.5 be satisfied
6. The following language replaces the "Summary" section offteml7(d), titled

"Termination hy franchisee":
You may terminate the agreement on any grounds available by law.
7. The following is added to the end of the "Summary" section offtemf7(j), titled "Assignment of
contract by franchisor":
However, no assignment will be made except to an assignee who in good fîth andjudgtnent ofthe franchisor,
is willing and financially able to assume the franchisor'sobligations under the Francbise Agreement
8. The following is added to the end ofthe "Summary" sections offteml7(v), titled "Choice of
forum",andlteml7(w),titled "Choice ofiaw":
Thefbregoingchoiceoflawshouldnotbeconsideredawaiverofanyright conferred upon the franchisor or

upon the franchisee by Article 33 ofthe Ceneral Business Law ofthe State ofNewYork.
© ^ 8 A K T F ^ ^ L L C
2018F^nchiseDôsureDooomeot-Exh^^
NORTH DAKOTA
1. The following language is added to the "Summary" section of Item 17(c) entitled Requirements for
renewal or extension and Item 17(m) entitled Conditions for franchisor approval of a transfer:
The execution of a general release upon renewal, assignment or termination will be inapplicable to
franchises operating under the North Dakota Franchise Investment Law.
2. The applicable portion of the "Summary" section of Item 17(i) entitled Franchisee's obligations
on termination/non-renewal is amended to read as follows:
If we prevail in any enforcement action you will pay all damages and costs we incur in
enforcing the termination provisions of the Franchise Agreement
3. The following is added to the "Summary" section of Item 17(u) entitled Dispute resolution bv
arbitration or mediation:
To the extent required by the North Dakota Franchise Investment Law (unless such
requirement is preempted by the Federal Arbitration Act), arbitration will be at a site to
which we and you mutually agree.
4. The following is added to the "Summary" section of Item 17(r) entitled Non-competition
covenants after the franchise is terminated or expires:
Covenants not to compete upon termination or expiration of the Franchise Agreement are
generally unenforceable in the State of North Dakota except in limited instances as provided
by law.
5. The following is added to the "Summary" section of Item 17(v) entitled Choice of forum:
However, to the extent allowed by the North Dakota Franchise Investment Law, you may
commence any cause of action against us in any court of competent jurisdiction, including
the state or federal courts of North Dakota.
6. The "Summary" section Item 17(w) entitled Choice of law is deleted and replaced with the
following:
North Dakota law applies.

NORTHDAKOTA
AMENDMENTTOF^NCHISE^
L The l o w i n g is a d d e d ^ S e c f i o n ^ o f ^ F ^ n c h ^ A ^
F^hiseAêeme^^TRA^SFER OFINTEREST":
The exeeufionof a g e n c y releaseuponrenewâssignmemortermmafion wiii he

inappheahie tofranchisesoperating^
2 The foiiowingisaddedtoSeetioniôfthe Franchise AgreementB^HO

22 ofthe Deveiopment Agreement:
However, to the extent allowed hythe North Dakota Franchise Investment Law, Franchisee may
commence any canse of action againstFranchisor in an^
the state or tcderai courts ofNorth Dakota.
Franchisor acknowledges that pursuant to Section 51-19-09 of the North Dakota Franchise
InvestmentLaw,ahprovisions inthe Disclosure Document requiring Franchisee to consent to the
jurisdiction ofcourts outside ofNorth Dakota are hereby void.
3 Thefoiiowingis added toSectioni64 of theFranchiseAgreement,"MANDATORY BINDING

ARBITRATION" andSection22(B)oFtheDeveiopmentAgreement:
To theextentrequiredhy theNorthDakotaFranchise investment Law(uniesssuch

requirement ispreemptedhytheFederaiArhitrationAct),arhitrationand/ormediation wiii
he atasite not remotefrom Franchisee's place of husiness,towhichFranchisor and
Franchisee mutually agree.
4 Section i8 ofthe Franchise Agreement, "AOIÔWEEDOMENTS" is amended hythe addition ofthe

tbiiowing language to the original language that appears therein to read as fohows:
Franchisee acknowledges tbat Franchisee received a copy of tbis Agreement, the

attachmentshereto, if any,and agreements relating thereto, if any,at least seven(7)days
prior to the date on which this Agreement was executed
5 Section 13.iof the Francbise Agreement and Sectioniiof the Deveiopment Agreement (regarding post-
term restrictionsâreamended bythe addition ofthe tbhowingtanguage to tbe original language
therein:
Covenants not to compete upon termination or expiration ofthe Franchise Agreement are
generallyunenforceable inthe StateofNorthDakotaexcept in limited instancesas provided
bylaw.
6. Section 16of the Franchise Agreement and Section21 of the Development Agreement are hereby
amendedtoprovidethatNorthDakotalawgovemstheagreementsbetween thepartiestothis
franchiseFurther,Section16.1 ofthe Franchise Aêemen4"OOVERNINO LAW" is deleted in
its entirety and replaced with the tollowing:
EXCFFTTOTHFEXTENTOOVFRNFDBYTHE UNITED STATES TRADEMARK

ACT OF19^(LANHAMACT,15USCSECTIONS 1051 ETSEQ), THE FEDERAL
ARBITRATION ACT,OROTHERFEDERALLAW,TH1S AGREEMENT AND THE
©20t8AKTôc^LLC
2018FôhêDôlosureDocum^-Exhibi^
RIGHTS OF THE PARTIES HEREUNDER SHALL BE INTERPRETED AND
CONSTRUED UNDER THE LAWS OF THE STATE OF NORTH DAKOTA.
7. Section 16.8 of the Franchise Agreement and Section 22(J) of the Development Agreement
requiring waiver of jury trial, and Section 16.7 of the Franchise Agreement and Section 22(1) of
the Development Agreement requiring waiver of exemplary and punitive damages, are hereby
deleted in their entirety.
8. Section 16.12 of the Franchise Agreement and Section 22(H) of the Development Agreement shall
be supplemented by the following additional language:
Provided, however, that this limitation of claims shall not act to reduce the applicable statute
of limitations affordedfranchiseefor bringing a claim under the applicable laws of North
Dakota.
By: By:
Title: Title:

RHODE ISLAND
The following language is added to Item 17(v) entitled Choice of forum:
, except as otherwise required by the Rhode Island Franchise Investment Act
©2018.AKT Franchise, LLC

RHODE ISLAND
AMENDMENT TO FRANCHISE AGREEMENT
In recognition of the requirements of the Rhode Island Franchise Investment Act (Section 19-28.1-14), the
parties to the attached Franchise Agreement agree as follows:
Section 16.6, CHOICE OF FORUM" is amended by adding the following:
§19-24.1-14 ofthe 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."
By: By:
Title: Title:

VIRGINIA
In recognition of the restrictions contained in Section 13.1 -564 of the Virginia Retail Franchising Act, the
Franchise Disclosure Document for AKT Franchise, LLC for use in the Commonwealth of Virginia shall be
amended as follows:
The following statement is added to Item 17.h:
"Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a
franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated
in the franchise agreement does not constitute "reasonable cause", as that term may be defined in the
Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable."

WASHINGTON
In cognition of the requirements of the Washington Franchise Investment Protection Act (RCW
19100.18^ the Franchise Disclosure Document is revised as allows:
The following paragraphs are added at the end ofItemi7:
The state of Washington hasastatute^RCW I ^ I O O . I ^ w h i c h may supersede the Franchise

Agreement in your relationship with thefranchisorincluding the areas oftermination and renewal
ofyour franchise. There may alsohe court decisions which may supersede the franchise agreement
inyourrelationshipwith thefranchisor including the areas of termination and renewalof your
franchise
In any mediation, arbitration, or litigation involvingafranchise purchased in Washington, the sit^

thereofshali he either in the state ofWashington, or inaplace mutually agreed upon at the time of
thearhitration,orasdeterminedhythemediator,arhitrator, or judge, as applicable.
In the event ofaconflictoflaws, the provisions ofthe Washington Franchise Investment Protection
Act, CbapterI9I00RCW shall prevail
Areleaseorwaiverofrights executed byafranchisee shall not include rights underthe Washington

Franchise Investment Protection Act exceptwhen executed pursuanttoanegotiatedsettlement afrer
the agreement is in effect and where the parties are represented by independent counsel Provisions
such as those which unreasonably restrict or limit the statute oflimitationsperiodfbr claims und
the Act, rights or remedies under the Act such asarighttoajury trial may not be enforceable.
Transfer fees are collectable to the extent that they refrect thefrancbisor^sreasonableestimated or
actual costs in effectingatranslcr
The following sentence is added to the "Remarks" coluinn of the Item^chart for tbe fee titled "Inde^^
All indemnifrcation obligations will be subject to the applicable laws ofthe state ofWashington
The following sentence is added to the end ofthefrrstparagraph in Itemll,SectionFtitled "Computer Hardware
-Hardware and Sofrware":
Asaresult ofFranchisoBs independent access to your computer system, there may be an increased risk
ofdisclosure ofyour sensitive client/customer, employee, or company information resulting from cyber
security events and/or data breaches
The "Summ9r^"sectionofItemI7(c)entitIed Requirements for renewal or exteusiou of t^^

Any general release you sign shall not apply to the extent prohibited by applicable Washington state
law
The "Summary^ section ofItemI7(d)entitIedTermiuation by franchisee is amended by adding the lollowi^^
Franchisee mayterminate tbe franchiseagreement underanygroundspermittedby applicable

Washington state law
© ^ 8 A K T F ^ ^ L L C
Ôt^FranchêDôêDocumem-Fxhibits
I
The "Summary" section of Item 17(o) entitled Franchisor's option to purchase franchisee's business is
amended by adding the following:
Pursuant to RCW 19.100.180(2)(i) and (j). Franchisor may be required to: (i) compensate franchisee for the
fair market value of the franchise upon expiration in the event Franchisor refuses to renew the franchise; and
(ii) purchase from franchisee at fair market value certain offranchisee'sinventory and supplies required by
law. To the extent required by law, RCW 19.100.180(2X0 and (j) will supersede contrary terms in the
Franchise Agreement.

WASHINGTON
A M E N D M E N T T O F ^ N G H I S E A G I ^ E M E N T AND DEVELOPMENT AGREEMENT
In recognifion of the requirements ofthe Washington Franchise Investment Protection Act (RCW
1910^180^ the parties to the attached Pran^
ThestateofWashingtonhasastatnte,RCW I ^ I O O . I ^ w h i c h may supersede thePranchise

Agreement in your relationship with the franchisor
ofyour franchise.There may also he court decisions which may supersede thefranchiseagreement
in your relationship with the franchisor including the areas of termination and renewal of your
franchise
In any mediation, arbitration, or litigation involvingafranchise purchased in Washington, the sh^

thereof shall he either in the state ofWashington, or inaplace mutually agreed upon at the time of
the arbitration, or as determined hy the mediator,arhitrator, or judge, as applicable.
IntheeventofaconfIictofIaws,theprovisionsofthe Washington Franchise Investment Protection

Act, ChapterI9I00 RCW shall prevail
Arelease or waiverofrigbts executed byafranchisee shall not include rights underthe Washington
Pranchise Investment Protection Act except when executed pursuant toanegotiatedsettlementafrer
tbe agreement is in effect and where the parties are represented by independent counsel. Provisions
such as those which unreasonably restrict or limit the statute oflimitations period tor claims under
the Act, rights or remedies under the Act sucb asarighttoajury trial may not be enforceable.
Transfer fees are collectable to the extent that they reflect the francbisor'sreasonable estimated or
actual costs in effectingatransfer
IN WITNESS WHEREOE,eachoftheundersignedberebyacknowIedges having read this Amendment,

understands and consents to be bound by ah ofits terms.
AKT Franchisee LLC Franchisee:
By: By:
Title: Title:

Exhibit H
LIST OF FRANCHISEES AND THEIR OUTLETS AS OF THE ISSUE DATE OF THIS DISCLOSURE
DOCUMENT
None.
LIST OF FRANCHISEES THAT HAVE LEFT THE SYSTEM IN THE PAST FISCAL YEAR OR THAT
HAVE FAILED TO COMMUNICATE W I T H 'US IN THE 10 WEEKS PRECEDING THE ISSUE DATE
OF THIS DISCLOSURE DOCUMENT
None.

Exhibitl
DEVELOPMENT AGREEMENT

AKT FRANCHISE, LLC
AREA DEVELOPMENT AGREEMENT
DEVELOPER
DATE OF AGREEMENT

2018 Development Agreement
OF CONTENTS
T REFERENCES ANOOEFINITIONS ^ 2
2 USEOE SYSTEM 3
3 CRANTOEOEVEEOFMENT RIGHTS 3
4 DEVEEORMENT RIGHTS ANOOBEICATIONS 4
5 STUOIOCEOSINGS 6
6 PROCEDURE EOR EXERCISING OEVEEOEMENTRIGHTS 6
7 DUTIES OEOEVEEORER 6
8 SITE SELECTION, EEASES, FRANCHISEAGREEMENT 8
9 DEVEEOFMENTFEE ^ 9
10 SUPERIORITY OF INDIVIOUAE FRANCHISE AGREEMENT 9
11 COVENANTS 9
12 RELATIONSHIP OF THE PARTIES ^ II
13 PROPRIETARYMARKS 13
14 TERMINATION 13
15 EFFECT OFTERMINATION AND EXPIRATION 15
16 TRANSFER OF INTEREST 15
17 APPROVALS 19
18 NONWAIVER 20
19 DEVELOPER'S RECORDS AND REPORTS 20
20 NOTICES ANDPAYMENTS 20
21 GOVERNING LAW 24
22 ARBITRATION AND OTHERDISPUTERESOLUTIONPROVISIONS 24
23 ENFORCEMENT 24
24 CAVEAT ^ 26
25 MISCELLANEOUS 27
EXHIBITS
ATTACHMENT:GUARANTY AND ASSUMPTION OF OBLIGATIONS

EXHIBITA DEVELOPMENT AREA
EXHIBITB DEVELOPMENTSCHEDULE
EXHIBITC^FRANCHISE AGREEMENT
EXHIBITD-STATEMENT OF OWNERSHIP INTERESTSAND PRINCIPALS
EXHIBITE CONFIDENTIALITY AGREEMENT AND ANCILLARY COVENANTS NOTTO
COMPETE
©^8AKTF^^LLC
2018DeôpmeotAêement
AKTFRANCH^LLC
AREADEVELOPMENT AGREEMENT
T H E A R E A DEVELOPMENT A G R E E M E N T S
this day of ,20 ,byand^weemÂKTPranchi^^
company formed and operafin^
i s 3 ^ 5 P ^ m a n ^ r e e 4 C o ^ a Mesa, Cafifbrnia 92626 (the " P r a n ^
,a/n withabnsmess address at^ (the
"Developers
WITNESSETH
WHEREAS,asthe result of the expenditure of time, effort and expense, Franchisor has ereateda
unique and distinctive proprietary system (hereinafrer the "Systems for the estahl^^
and operation of AKT Studios(each,a"Studio^ that offer fitness training classes that combine cir^^
training, strength, toning,dancecardio,andotherfitnesstechniques,as wellas other servicesthat
Eranchisordesignates trom time to time(collectively,the"AKT Classes"^ and (ii) any
redevelop, designate and/or otherwise authorize(collectively,the"Approved Services")
WHEREAS,Franchisor owns the System and the right to use tbe Proprietary Marks(as defined
below), and grants the right and license to others to use the System and the Proprietary Marks;
WHEREAS, the distinguishing characteristics of the System include, without limitation,

proprietary methodology and procedures for the establishment and operating procedures, site selection
guidance and criteria, specifications for the design, layout and construction oftbe interior ofthe Studio,
standards and specifications for tbe furniture, fixtures and equipment located withinaStudio,estabh^^
relationships with approved or designated suppliers for certain products and services, and standards and
specifications for advertising, bookkeeping, sales and other aspects ofoperatingaStudio.
WHEREAS, Franchisor identifies the System and licenses the use ofcertain trade names, service
marl^, trademarks, emblems and indicia oforigin, including the mark AKT and other trade names, service
marl^ and trademarks as are now designated and may hereaffer be designated by Franchisor in writing for
use with the System(tbe "Proprietary Marks");
WHEREAS, Developer desires the right to develop, own and operate multiple AKT Studios under
the System inadefined geographic area underaDevelopmentSchedule(the "Development Schedule") set
forth in this Agreement; and
WHEREAS, Developer acknowledges that Developer has conducted an independent investigation

ofthe business contemplated by tbis Agreement and recognizes that, like any other business, tbe nature of
the business conducted as an AKT Studio may evolve and change over time, that an investment in an AKT
Studioinvolvesabusiness risk and thesuccess of the venture is largelydependentuponDeveloper's
business abilities and efforts
NOW, THEREFORE, the parties, in consideration ofthe mutual undertakings and commitments
set forth in this Agreement, the receipt and sufficiency ofwhich are hereby acknowledged, agree as follows
©ÂKTfôh^LLC
20i8DeôpmeorAêemem
L REFERENCES AND D E F I N ^ O N S
A. DEVEEOFMENTAREA
"Developmem Area" means the geographic area described^
R. DEVELOFMENTSCHEDUEE/DEVEEOFMENTFERIOD
"Deveiopmem Schedule" means the schedule forDeveloper to open and operate a specific
ctnnnlative numher of AKT Studios as set forth in ExhihitBto this Agreement. Fach"Development
Period" isaperiod of time set tbrth in the DevelopmentSchedule wherein Developer must meet each
specific development ohligations.
C ERANCHISEAGREEMENT
Except for the royalty fee and the advertising contrihutions^which shall remain the same in each
franchise agreement executed pursuant to this Agreement and any extensions of this Agreement, the term
"Franchise Agreement" means the then-currentfi^rmofagreements(including the franchise agreement
any exhibits, riders, collateral assignments ofleases or subleases, shareholder guarantees and preliminary
agreements)tbatFrancbisorcustomarilyuses inthe granting ofafranchise fbrthe ownersbip and operati^^
ofan AKT Studio
Concurrent with the execution ofthis Agreement, Developershall execute the Franchise Agreement
lor the first Studio that Developer is granted the right to open within the Development Area hereunder.
Franchisor, in its sole discretion, but sulêct to the express provisions contained herein, may modify or
amend in any respect the standard form ofFranchise Agreement it customarily uses in grantingafrancbise
for an AKT Studio.
The parties agree and acknowledge that:^Developer must timely executeFranchisor's then-
current lorm ofFranchise Agreement fbreach AKTStudio tbat Developer is required to openand
commence operating pursuant to the Development Schedule; and (ii) Franchisor may,inits discretion,
modify or amend the form ofFranchise Agreement that Franchisor is using as ofthe date this Agreement
isexecuted as it deems appropriate fbr(a)use in the AKT System generally,and(b)execution by the parties
in connection with the Studios that Developermust subsequently open and commence operating under this
Agreement.
D. FRINCIFAES
The term "Principals" includes, collectively and individually,DevelopeBsowners;ifDeveloper is

an entity,anyofficers and directorsofDeveloper(includingtheofficers and directors of any general partner
ofDeveloper) and any person and of any entity directly owning and/orcontrolhng ten p e r c e n t ( l ^ ) or
moreofDeveloper,oramanagingmemberormanagerofalimitedliabilitycompany The initial Principals
shall be listed in ExhibitD The Principals must execute an agreement in substantially the form of the
attached Guaranty and Assumption ofObligations (immediately followingthisAgreement)undertaking^^
be boundjointly and severally to all provisions ofthis Agreement.
©20t8AKT^^^,LLC
2018DeôpmeÂêmem
2 USEOFSYSTEM
Developer acôwledge^ and d ^

and every aspeôftheSyêm. Developers right to developer Stndiosisspeeifieahyhmhed^
Development Area, as wehas the terms and eondhion^
executed pursuant thereto.
3. GRANT OF DEVELOPMENTRIGHTS
A. GRANT A N D T F R M
In reliance on the representations and warranties ofDeveloper and Its Frinetpals,Franeh^

toDeveloper,andDeveloperherehyacceptstherightand ohligation to develop,adeslgnated numher of
AKT Studios within the Development Area in hill comphance with the terms ofthis Agreement, including
the timelydevelopmentohligationstoopenaspecificcumulativenumherofAKT Studios over prescribed
periods oftime as established in the Development Schedule; and in tull compliance with all ohligations and
provisions under the tbrm(s) ofFranchise Agreement entered into forthe right to own and operate each
individual AKT Studio.
The term ofthis Agreement shall commence upon lull execution ofthis Agreement and, unless
earlier terminated by Franchisor pursuant to the terms hereof, this Agreement shall expire upon the earlier
o f ^ i ) the date Developer timely opens tbe last AKT Studio it is required to open and commence operations
within the Development Area pursuant to this Agreement; or(ii) the last day oftbe last Development Period
on the Development Schedule. Developer acquires no rights underthis Agreement to develop AKT Studios
outside the Development Area. Upon expiration ortermination ofthis Agreement tor any reason. Developer
will have no rights whatsoever within the Development Area (other than any territorial rights that
Franchisor has granted toDeveloper in connection with anyAKTStudio(s) that Developer has timely
opened pursuant toaFranchise Agreement as required by tbe Development Schedule priorto the date this
Agreement is terminated or expires).
^ GOMMITMENTOFDEVEUOFFR
Franchisorhas granted these rights in reliance on the business skill,financial capability,personal

character and expectations ofperformance by the Developer and its Principals. This Agreement is for the
purpose ofdeveloping and operating the AKT Studios, and is not lor the purpose ofreselling the rights
granted by this Agreement.
G^ DFVFUOPMENTPUAN
The following conditions and approvals are conditions precedent before the rightofDeveloper to
develop each AKT Studio becomes effective At the time Developer selectsasite for each AKT Studio,
Developer must satisfy the operational, financial and training requirements, set forth below:
(1) Operational: Developer must be in substantial compliance with the material ten^s
and conditions ofthis Agreement and all Franchise Agreements granted Developer For each AKT Studio
operated by Developer,Developermust be in substantial compliance with the standards, specifications, and
procedures set forth and described in the Manuals(defined in the Franchise Agreement).
(2) Financial: Developer and the Principals must satisfy Franchisor'sfinancial criteria
for Developers and Principals with respect to Developer'soperation of its existing AKT Studios, i f any,
and the proposed AKT Studio Developer must be in compliance and not been in default during the twelve
©20t8AKTfôî^LLC
20l8DeôpmemAême^
(12) months preceding D e v e l ^
Franchisor or its affiliate nnder any ^
D. EXECUTION OFFRANCmSE AGREEMENT
This Agreement is notaFranchiseAgreementand does not grant Developer any right or license to
operatean AKTStndio,ortoprovideservices,ortodistrihntegoods,orany rightor hcensein the
Proprietary Marks.Developer mnst timely execute Franchisor'sthen-cnrrentfi^rm of
for each AKT Studio that Developer is required to open under the Deveiopment Schedule
4. DEVELOPMENTRIGHTSANDOBEIGATIONS
AD RESERVATION OERIGHTS
Tranchisor(onhehaifofitseifanditsaffihate(s),parent(s)andsuhsidiaries)retains^
sole discretion and without granting any rights to Deveioper:(t)toitseifoperate, or to grant other persons
therighttooperate, AKT Studios atlocations and ontermsTranchisor deems appropriate outside the
Deveiopment Area granted Deveioper,and(2)tosefi the products and services authorized tor A^T Studios
under the Proprietary Marks or under other trademarks, service marks and commercial symhois through
dissimilar channels of distribution and under terms Franchisor deems appropriate within and outside the
Deveiopment Area, including, hut not hmited to, hy electronic means, such as the Internet, and hy websites
established by Tranchisor,as we determine, in our sole discretion.
In addition, Franchisor, any other developer and any other authorized person or entity shah have
the right, at any time,to advertise andpromote the System,intheDeveiopment Area. Developer
acknowledges and agrees that Deveioperis only granted the right to develop and operate A^T Studios within
the Deveiopment Area. Accordingly, within and outside the Deveiopment Area, Franchisor and its affiliate
and its subsidiaries may also offer and seh, and may authorize others to offer and seh products and services
identifiedbytheProprietaryMarks(inciudingmembershipsandgiftcards)atorfrom any location.
Franchisor and its affiiiate(s)/parent(s)furtherreserve the right to: (i) open and operate, and
others tbe rigbt to open and operate, Studios usingthe Proprietary Marks andSystem at any location outside
ofyourDevefopment Area; (ii) openandoperate,and iicenseotbersthe right toopenandoperate,
businessesthatoperateundermarks othertban the Proprietary Marks theoffersimiiar products andservices
that are offered by an AKT Studio, regardless of location; (iii) otherwise market, offer and sehpr^^
and services that are similar to the Approved Products and Approved ServicesofferedbyaStudio undera
difi^rent trademark or trademarks, regardless of location; (iv) use the Proprietary Marks and System, as
weh asothersuch marks we designate, to distribute any ApprovedProductsand/or Services inany
ahernative channel ofdistribution at any location, including via the Internet, mail order, catalog safest
free numbers,whoiesaie stores, etc);(v) to acquire, merge with,or otherwise affihate with, and a f i e r ^
own and operate,and franchise or hcense others to own and operate, any business ofany kind, including,
without limitation, any business tbat offers products or services the same as or simitar to the Approved
Products and Approved Services (but underdifferent marks), regardless of location; and (vi) use the
Proprietary Marks and System, and hcense others to use the Proprietary Marks and System, to engage in
any other activities not expressly prohibited by this Agreement.
Franchisor may be acquired (whether through acquisition of assets, ownership interests or

otherwise,regardless of tbe form of transaction), byahusiness providing products and similar services to
those provided at an AKT Studio, or by another business, even ifsuch business operates, franchises and/or
licenses competitive businesses within the DevelopmentArea granted bythe Area Deveiopment Agreement
and within the DesignatedTerritory granted hyaFranchise Agreement
©^t8AKTF^^LLC
2018Oeôpme^ Agreement ^
Franchisor bastherigbt to o w ^ o p ^
concepts in and outside the Dcvciopm^
Franchisorhasnoohiigationandwih not pay DcvciopcriFit exercises any of thc rights specified

ahovewithinthe Dcvcioprncnt Area granted hythe Area DcvcioprncntAgrccrncntorw^^
Territory granted hyaFranchise Agreement.
^ RIGHTS DURING DEVELOPMENTPERIODS
Snt^cct to Section 4(A) and the other terms ofthis Agreement, ifOcvciopcr(i) is in compliance
withthcmatcriaitcrmsandconditionscontaincd in this Agreement, including thc timclydcvc^
ohligationstoopcnaspccificcnmulativcnumhcrofAKTStudiosovcrprcscrihcdpcriodsoftimcas
established in ExhihitB(thc"DcyclopmcntSch^
material ohligations under Franchise Agreements executed hy Developer tor individual A^TSt^^
this Agreement; then during the Development Schedule, Franchisors!) will grant Developer the right to
ownandopcratcAKfStudioslocatcdwithinthc Development Area pursuant to the tcrmsofthisAgrccmc^^^
and(ii)will not opcratc(dircctly or through its affiliate), nor grantafranchisc for the locationor
Studio within the Development Area, except for franchises granted to Developer under this Agreement
If Developer, for any reason within his control, tails to comply with the Development Schedule,
this failure constitutcsamatcrial default ofthis Agreement, and Franchisor has the right to t c ^
Agreement pursuant to Section 14of this Agreement. In the event Developer fails to cure the noticed
default within the time allowed under Section 14, Franchisor may terminate this Agreement and grant
individual or area development franchises within the Development Area to third parties or own and operate
Studios owned hy Franchisor or hythe affiliate ofFranchisor Franchisor and Developer agree that the
timely development ofStudioshy Developer in compliance with the Development Schedule will control
the rights granted Developer hy this Agreement, rcgardlcssofthc time period granted Developer to opena
StudiopursuanttoaFranchiscAgrccmcnt for such Studio Upon termination ofthis Agreement, all rights
granted Developer revert to Franchisor, who is free tofranchiseany other person to use the System within
the Development Area or to itsclfown and operate AKF Studios within the Development Area.
Notwithstanding anything contained in this Section,Franchisor will provide Developer withaonc-

time reasonable extension oftimc not to exceed 90 days to comply with its development ohligations in any
one ofthe Development Period as set forth in the Development Schedule (sec Exhibits), provided: (i)
Developer has already cxccutcdalcasc for, or otherwise obtaincd,aFrcmiscs thatFranchisor ap
any A^TStudio(s)it is required to open and operate during tbat Development Period; and (ii) Developer
notificsFranchisorofitsnccd for such ancxtcnsionnolcsstbanÔdaysprior to cxpirationof that
Development Period. The parties agree and acknowledge that Franchisor'sgrant ofthis onc-timc extension
underthis Section willnotcxtcnd,modifyorothcrwiscaffcctthccxpirationof any of Developer's
subsequent Development Periods or subsequent development obligations
G DEVFUOPMENTORUIGATIONS
Developer will at all times faithfully, honcstly,and diligently perform his obligations und
Agreement and will continuously exert his best efforts to timely promote and enhance the development of
AKT Studios within the Development Area Developer agrees to open and operate the cumulative number
of AKT Studios at the end of each Development Period set forth in the Development Schedule(seeFxhibit
B). Developer agrees that compliance with the Development Schedule is the essence of this Agreement.
©20ÂKTF^hi^LLC
20t8DîopmÂêm^t
D. EXPIRATION OR TERMINATION
AfrerÂgreememexpfresor^^^
to own and operas or hcense other partiestheright to own and
Area, except in those OesignatedTerritories granted nndereaehPranehiseAgreernentt^^
into pursuant to this Agreement.
^ STUDIOCLOSINOS
Ifduringthe term ofthis Agreement, Oeveioper ceases to operate any AKT Studio deveioped under
this Agreement tor any reason, Deveioper must deveioparepiacement AKT Studio to t u ^
obligation to have open and in operation the required numher of AKT Studios upon the expiration ofeach
Oeveiopment Period. The replacement AKT Studio must he open and in operation within nihe^months
afrer Developer ceases tooperate the AKT Studio to he replaced or Developer willhe in material breach of
thisAgreement. If, during the term ofthis Agreement, Developer, in accordance with the terms ofany
Pranchise Agreement for an AKT Studio developed under this Agreement, transfers its interests in that
AKT St^dio,atransterred AKT Studio shall continue to be counted in determining whether the Developer
has complied with the Development Schedule so long as it continues to be operated as an AKT Studio. If
tbe transferred AKT Studio ceases to be operated as an AKT Studio, it will not count toward Developer's
compliance with tbe Development Schedule.
^ PROCEDURE POR EXEROISINODEVELOPMENTRIOHTS
Developershallenterintoaseparate Pranchise Agreement with Pranchisor for each AKTStudio

developed pursuant to this Agreement.The Pranchise Agreement to be executed for the frrst AKT Studio
to be developedby Developer under this Agreement must be executed anddelivered to Franchisor
concurrently with theexecutionanddeliveryofthisAgreement All subsequent AKT Studios developed
underthis Agreementmust be established and operated underthe then-current form ofFranchise Agreement
then beingusedby Franchisor f b r A K T Studios underthe System The then-current form ofFranchise
Agreementmaydifferfromthe form attached as Exhibit C;however,the provisions regarding royalty fees
and advertisingcontributions shall remain as established in ExbibitC. Developer must execute the then-
current formo^Franchise Agreement for each AKT Studio to be developed under this Agreement
Developer acknowledges that the projected opening dates for each AKT Studio set forth in the
Development Schedule are reasonable requirements Developer must executeaEranchise Agreement for
each Studio bythe earlierofr(i)frfreen(15) days from the datealease is signed fbralocation that Franchisor
approves for the AKT Studio at issue; and (ii) the date necessary for Developer to otherwise comply with
its development obligations under tbis Agreement.
^ DUTIESOE DEVELOPER
AD ORGANISATION OEDEVEEOPER
Developer makes the following representations, warranties and covenants and accepts the
following continuing obligations:
(1) IfDeveloperisacorporation, limited liability company orapartnership, Developer

represents, warrants and covenants that: (i) Developer is duly organized and validly existing underthe state
law ofits formation; (ii) Developer is duly qualified and is authorized to do business in each jurisdiction
whichrequires suchqualifrcation; (iii) the execution andperfbrmance ofthis Agreement are within
Developer'scorporatepower,ifDeveloperisacorporation or ifDeveloperisapartnership permitted under
©20ÂKTFô^,LLC
20t8DeôpmeÂême^ ^
Devôpe^swriên partners^
the management agreement
(2) IfDevetoperisaeorporation,copies ofhs articles o f m e o r p o ^

governing documents, any amendments, resolutions ofthe Board ofDirectorsauthori^^
performance ofthis Agreement, shall he promptly
copies of Developer's written partnership agreement and other governing documents shall he promptly
furnished toFranchisorhel^retheexecutionofthisAgreementlfDeveloperisahmitedlia^
copiesofDeveloper'sorganizationaldocumentsandmanagementagreement shall he promptly furnished
to Franchisor;
(3) IfDeveloper isacorporation, partnership, limited liahihtycompany,or other fr^rm

oflegalentityotherthanan individual,Developer shall maintain at all timesacurrent list of all owners of
record and allheneficial ownersofany class of votingsecuritiesinDeveloperor,if Developer isa
partnership, Developer shall maintain at all timesacurrentlistofall owners of an interest in the partnership,
or, ifDeveloperisalimitedliahilitycompany,itshallmaintainatalltimesacurrent list of managers and
memhers ofthe limited liahility company;
(4) If, after the execution ofthis Agreement, any person ceases to qualify as one ofthe
Developer'sPrincipal's(as defined in Sectionl),or ifDeveloperhelieves in the event any individual later
qualifies as one ofFrincipals, Developer shall promptly notify Franchisor and that person shall execute any
documents (including, as applicable, this Agreement) as Franchisor may reasonably require;
(5) IfDeveloperisacorporation, Developer must maintain stop-transfer instructions

against the transfer ofits records ofany equity security and each stock certificate ofthe corporation sh
have conspicuously endorsed upon itastatementinaform satisfactory to Franchisor tbat it is held subject
to all restrictions imposed upon assignments hy this Agreement; provided, however, that the requirements
of tbis Section7shall not apply toapublicly held corporation. If Developer isapartnersbip, its written
partnership agreement shall provide that ownership ofan interest in the partnership is held subject to and
that further assignment or transfer is subject to restrictions imposed on assignments by this Agreement If
Developer isalimited liability company,its articles of organization and operating agreement must provide
that ownership interests are subject to restrictions on transfers imposed on assignments by tbis Agreem
(6) Developer agrees to maintain at all times throughout the term ofthis Agreement,
sufficient working capital to fulfill its obligations under this Agreement; and
(7) FachFrincipal who has right, title, or interest of ten p e r c e n t ( l ^ ) o r more in the
ownership ofDeveloper, must each execute and bind themselves to the confidentiality and noncompetition
covenants set forth in the Confidentiality Agreement and Ancillary CovenantsNotto Compete (Fxh^^
ThePrincipaisagreetojointlyandseverallyguaranteethe performance ofall ofDeveloper'sobligations,
under tbe terms ofthis Agreement, except the obligation to open Studios
8. RFOUIRFMFNTSOFRFFRFSFNTATIVF
Upon tbe execution of this Agreement, Developer must designate and retain an individual
throughout the term of this Agreement to act on behalf of Developer in all transactions with Developer
concemingDeveloper's obligations under tfiis Agreement (the "Representative"), f f Developer is an
individual, Developer must perform all obligations of the Representative. Tbe Representative must u^
reasonable efforts to do thefollowing, during the entire period he serves in that capacity:(l)maintaina
direct or indirect ownership interest in the Developer; (2) devote substantial time and reasonable effo^
the supervision and conduct of the business contemplated by tbis Agreement and execute this Agreement
©^8AKTF^^LLC
20i8DeôpmeÂêmeot 7
as one of the Principe a n d ^ m e e t ^
in the Manuals or otherwiseinwriting by Franehisor ifthe Representative or any designee is not able to
continue to serve in the eapaeityofRepresentative or no longer qnaiifies,Developer must prornptiy^^^
Franchisor and designateareplaeement
CD RESTEFFORTS
Developer rnust use his best efforts to substantially

and local rules, regulations and orders
^ D E S E L E C T I O N LEASED FRANCHISEAGREEMENT
AD SELECTION OE SITE RYDEVEEOFER
Developerassumes all costs, liabilities,expenses andresponsibilities for locating, obtaining,

financing and developing sites for AKT Studios, and for ^
sites. The selection ofasite and the development ofaStudio at any site is the responsibility ofDeveloper.
The selection ofasite by Developer is subject to our approval and must be in compliance with Franchisor's
site selection procedures and its standards for demographic characteristics, parking, traffic patted
predominant character ofthe neighborhood, and other commercial characteristics oftbe site and any other
factors Franchisor may consider relevant in reviewingasite selected by Developer. Developer must not
enter intoabinding commitment witbaprospective seller or lessor of real estate with respect to tbe site for
aStudio until Franchisor has approved tbe proposed site. Developer specifically acknowledges that the
selection ofasite by Developer in compliance withFranchisor'ssite selection procedures and the approval
ofasite by Franchisor does not constitutearepresentation, promise or guarantee by Franchisor that the site
and the Studio to be operated at that site will be profitable or successful Developer acknowledges that
factors governing thesuccessof an AKT Studioareunpredictableand beyond Franchisor's control.
Franchisor is not responsible to Developer or to any otber person or entity iFasite approved by Franchisor
failstomeetDeveloper'sexpectations for revenue or operational criteria
RD PEMOCRAFHIC INFORMATION
Before acquiringasite for any Studio by lease or purchase. Developer must locateasite for the
Studio that satisfies the site selection guidelines Franchisor provides toDeveloper and must submit to
Franchisor,intheformFranchisorspecifies,adescriptionof the site,ademographic study and other
infi^riâtion and materials Franchisor may reasonably require and shall represent in writing that Developer
has the option or other firm commitment to obtain the site. Franchisor will review inforiâtion provided by
Developer for the site which may include the population of the work force or residents, character of the
neighborhood, household income, ingress and egress, and trade area If on-site evaluations by Franchisor
are requested by Developer or determined to be necessary hy Franchisor, then Franchisor or its designee
wiil, at Franchisor's expense,provideasingleon-siteinspectioninconnectionwitbeachStudiothat
Developer is required to open hereunder at Franchisor'sexpense. Developer must reimburse Franchisor for
the reasonable expenses Franchisor incurs for any additional on-site evaluations, including^ but not limited
to, the cost of travel,lodging, meals and wages ofFranchisor'srepresentatives and employees
CD LEASE OR PURCHASE OFSITE
Developershallnotmake any bindingcommitment to purchase or lease real estate foraproposed

site for an AKT Studio until the proposed site has been approved by Franchisor andaFranchise Agreement
hasbeenexecutedbyFrancbisorandDeveloper(oritsaffiliate)foraStudio at such site Developer shall
provide Franchisor withacopyofeither the proposed contract of sale or lease relating to the site before the
©^8AKTF^^LLC
20^D^k^mÂêm^ 8
F^nchiÂg^memêxecu^
Agreememîssuemconnecfi^
a n d ^ ^ n d ^ d ^ t h e proposed she execute F r a n c h i ^
Lease Developer must use any approved or designated suppherstha^
with the she seleehou and acquisition process.
DD FRANCHISEAGREEMENT
FrauchisorwihdehveraFrauchise Agreement, in the then-current form, to D e v e ^

hyDeveloperôr its affiliate). With the execution ofthis Agreement, Developer must concurrently execute
the Franchise Agreement estahlishing Developer's first A
the Franchise Agreement toFranchisor. IfDeveloper fails to execute the Franchise Agreement, Franchisor
may,at its sole discretion, revoke its approval of the site and its offer to grant Developerafianchise to
operate an AKT Studio at the site
9 DEVEEOFMENTFEE
Concurrently with the execution of this Agreement, Developer must pay to Franchisor a
nonrefundable area development fee equal to^ (the "Development Fee"). The Development
Feeisdeemedtullyearnedhy Franchisor uponexecutionof this Agreement inconsiderationof lost
development opportunitiesand is nonrefundable under any circumstances. Developer will not be required
to pay any additional initial franchise fee for each Studioopenedpursuantto this Agreement upon executing
aFranchise Agreement for that Studio.
1^ ST1FERIORITYOF INDIVIDUAL FRANCHISEAGREEMENT
Developer understands and agrees that any and all individual Franchise Agreements executed by
Developer and Franchisor for AKT Studios within the Development Area are independent of this
Agreement.The continued effectiveness of any Franchise Agreement does not depend on the continued
effectiveness ofthis Area Development Agreement. Ifany conflict arises with this Agreement and any
Franchise Agreement,theFranchise Agreement controls,hasprecedence and superiority (except with
respect to the opening deadline for each AKT Studio Developer is granted the rigbt to open under this
Agreement).
IL COVENANTS
A. Developer and the Representative covenant that during the term ofthis Agreement, except
as otherwise approved in writing by Franchisor, Developer and the Representative must devote substantial
time, energy and best efforts to the management and operation ofthe development activities required under
thisAgreement.
B Developer acknowledges that, asaparticipant in Franchisor'sSystem, Developer will

receiveproprietaryandconfidentialinformation and materials,trade secrets, andthe unique methods,
procedures and techniques that Franchisor has developed As such, Developer agrees to the covenants in
this Section to protect Franchisor, tbe System, Proprietary Marks and Franchisor's other franchisees and
developers.
(1) During thetermof this Agreement, neitherDeveloper, itsFrincipals,owners,

officers or guarantors, norany immediate familyofDeveloper,its Principals, owners,officers or guarantor
may,directly or indirectly,forthemselves orthrough,on behalf of, or in conjunction with any otherpe
partnership or corporation:
©^8AKTF^^LLC
2018Oeôpo^mAêemem 9
^ Own, maimain, engage in, be
prineipal of, lend money or extend eredhto or bave anyinterest^
training, daneeeardio or otber fitness, exercise or personaitraining business; (ii) any fitness, exereise or
personal training marketing or consulting business; (iii) any business offering p r o d u ^
to tbose of tbe Studio(eacb,a"Oompeting Business"); or (iv) offers or grants licenses or fiancbises, or
establishes joint ventures, for tbe ownersbip or operation ofaOompeting Business. For purposes of tbis
Agreement,aOompeting Business does not include: (A) any business operatedby Developer undera
FrancbiseAgreementwitb Franchisor; or(B)anybusiness operated byapublicly-traded entity in wbicb
Developerowns less than two percent (2^)legal or beneficial interest
(b) Employ or seek to employ any person wbo is at that time employed by
Franchisor, Franchisor's affiliates or any otber System franchisee or developer, or otherwise directs
indirectlyinduce orseekto induce sucb person to leave his or her employment thereat; or
(c) Divert,or attempt to divert, any prospective customer toaCompeting

Business in any manner
(2) Foraperiodof two (2) years afrer tbe expiration andnonrenewal, transfer or
termination ofthis Agreement, regardless ofthe cause, neither Developer, its Principals, o
and guarantors, nor any member ofthe immediate family ofDeveloper, its Principals, owners, officers or
guarantors, may,directly or indirectly,for themselves or through, on behalf of, or in conjunction wit^
other person, partnership or corporation, be involved with any business that competes in whole or in part
witb Franchisorbyofferingorgrantinglicensesorfranchises,orestablishing joint ventures, fbrthe
ownership or operation ofaOompetingBusiness.The geographic scope of the covenant contained in this
Section is any location where Franchisor can demonstrate it has of^red or sold franchises as ofthe date
this Agreement is terminated or expires.
(3) Foraperiodof two (2) years afrer the expiration and nonrenewal, transfer or
termination ofthis Agreement, regardless oftbe cause, neither Developer, its Principals, owners, officers
and guarantors, nor any member ofthe immediate family ofDeveloper, its Principals, owners, officers or
guarantors,may,directly or indirectly,fbr themselves or through,on behalf of, or in conjunction with any
other person, partnership or corporation:
(a) Own, maintain, engage in, be employed asan officer,director,orprincipal

of,lend money to,extendcredit to or have any interest in or involvement with any other Competing
Business: (i) within the Development Area; or (ii)withinafbrty(40) mile radius of the p^^^
Development Area being granted hereunder or any other designated territory or development area licensed
by Franchisor to an AKT Studio (whether franchised or company-owned) at any time from the date of
expiration ortermination of this Agreement through the date Franchisee attempts to undertake the
competitive activity at issue; or
(b) Solicit business from customers ofDeveloper'sformer Studios or contact

any of Franchisor's suppliers or vendors for any competitive business purpose, nor solicit any of
Franchisor'sotheremployees, orthe employees ofFranchisor'saffiliatesorany other System franchisee
or developer to discontinue employment
C his the parties'intent that the provisions of this Sectionlf be judicially enforced to the
fullest extent permissible under applicable law Accordingly,the parties agree thatany reduction in scope
or modification ofany part ofthe noncompetition provisions contained herein shall not render any other
part unenforceable. In the event of the actual or threatened breach ofthis SectionllbyDeveloper,any of
Developer'sPrincipals,orany member of tbe immediate family ofDeveloper or Developer'sPrincipals,
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2018OeôpmeÂêmem 10
Franchisor shah be enfiêd to an ^
breach Deveioperaciôwiedges that the covenants contained herein are necessary to p r o t e c t s
oFother System franchisees and deveiopers, and the System Developer further acknowledges tbat
covenants containedinthisSection i i are necessary toprotect Franchisor'sprocednresandknow-bow
transmitted dnringthe term ofthis Agreement. Developer agrees that in the event ofthe actual orthreat^^
breach ofthis SectionlLFranchisor'sharm will be irreparable and tbat Franchisor has no adequate remedy
at law to prevent such barm. Developer and the Principals agree to pay all costs and expenses (including
reasonable attorneys'tees)incurred by Franchisor in connection with the enforcement of this Sectionll.
Developer acknowledges and agrees on Developer'sown behalf and on behalf ofthe persons who are liable
underthis Sectionllthat each has previously worked or been gainfully employed in other careers and that
the provisions of this SectionFf in no way prevent any such person from ea^^^ Developer
furtheraclôwledgesandagreesthatthe time hmitation ofthis Sectionllshall be tolled duri^^
under this Sectionll.
D Developer mustensure that allmanagement personnel of Developer's Studios opened

under this Agreement, as well as any officers or directors ofDeveloperêxecuteFranchisor'stben-current
form ofConfidentialityandNon-CompetitionAgreement. Developer must furnish Francbisoracopy of
each executed agreement.
F Developer hereby agrees that the existence ofany claimDeveloper may haveagainst
Franchisor^whetherornotarisingfromthisAgreement, shall not constituteadefense toFranchisor's
enforcement of the covenants contained in this Sectionll Developer agrees to pay all costs and expenses
(including reasonable attorneys'fees) that Franchisor incurs in connection with the enforcement of this
Sectionll
F Notwithstanding thefbregoing,Franchisorreservestherigh4initssolediscretion,to
reduce the period oftime or geographic scope of tbe non-competition covenants set forth in tbis Sectionfl
and in Exhibit E, by written notice to Developer.
1^ RFLATIONSHIFOFTHFFARTIFS
A. The parties agree that this Agreement does not createafiduciary relationship between
them, that Developer is an independent contractor and must at all times represent itself as an independent
contractor Tbis Agreement does not create either party as an agent, legal representative, subsidiary,joint
venturer, partner, employee orjoint employer. Developer shall hold itself out tothe public as an
independent contractor operatingpursuant to this Agreement. Developeragrees to take any action necessary
to that end, including without limitation,exhibitinganotice on signage and member contracts, as required
by Franchisor as to content and manner of disclosure.
8. Developer understands and agrees that nothing in this Agreement authorizes Developerto
make any contract, agreement,warranty or representation on Franchisor's behalf, or to incur any debt or
other obligationin Franchisor's name and that Franchisor shallin no event assume liability for,or be
deemed liable under this Agreement asaresult of any such action, or for any act or omission ofDeveloper
in the conduct ofits business pursuant to tbis Agreement or any claim orjudgment arising therefrom.
C Developer and eachoftheFrincipals shall,at alltimes,indemnify and hold harmless

Franchisor and its affiliate, successors and assigns and the officers, directors, shareholders, agents,
representatives and employees ofeach ofthem (indemnitees'') from all losses and expenses incurred in
connection with any formal or informal action, suit, proceeding, claim, demand, investigation or inquiry or
any settlement thereof,which arises out of or is based upon the action or negligence of Developer or any
Principal in any ofthe following:
©^8AKTF^^LLC
20^fêlopmem Aêeme^ tl
(1) Themfrmgemenâhegedm^
ofany Propriety Mark or other p ^
(2) Claims ofsexnat harassment or diserirninationhyDeveloper'se^

guest at the Studio;
(3) Thevioiation ofany federal, state orloeal law, regulation, rule, standardor
direetive,or any industry standard, ineluding without limitation, heahh,sanitation and s a f e t y ^
regulations;
(4) Lihel,slanderorany other form ofdetamationofFranehisororthe System, hy

Developer or the Prineipals;
(5) The violation or hreaehhy Developer or any of the Prineipals of any warranty,
representation, agreement or obligation ofthis Agreement or any Tranehise Agreement; and
(6) Aets, errors or omissions ofDeveloper or any ofits agents, servants, employees,
contractors, partners, affiliates or representatives.
Notwithstandinganythingcontained in thisSection 12(C), Developer will notherequiredto

indemnity, defend or hold Franchisor harmless tor any claims or causes of action that arise solely ou^
Franchisor'sgross negligence or willtulmisconduct.
D Developerand each ofthe Principals agree to give Franchisor immediate notice ofany such
action, suit, proceeding, claim, demand, inquiry or investigation
F. Franchisor may,at any time and without notice, as it, in its reasonahle discretion,consent,
or agree to settlement, or take such other remedial or corrective action as it deems expedient with respect
to the action, suit, proceeding, claim, demand, inquiry or investigation
F. All losses and expenses incurred under this Sectionl2shall he chargeable to and shall he
paid by Developer or any oftbe Principals pursuant to this Section 12, regardlessofany actions, activity or
defense undertaken by Franchisor or the subsequent success or failure ofsuch actions, activity or defense.
Flowever, Franchisor will indemnity Developer from losses or expenses resulting from the direct result of
Franchisor'snegligence or intentional acts.
C The phrase "losses andexpenses"shallinclude,withoutlimitation, all monetary losses,

compensatory, exemplary orpunitive damages, fines, actual costs, expenses, lost profits, reasonable
attorneys' fees, court costs, settlement amounts, judgments, damages to Franchisor's reputation and
goodwill, costs of financing or advertising material and media costs and all expenses of recall, refunds,
compensation, public notices and such other amounts incurred in connection with the matters described.
FT Developer must give Franchisor notice of any such action immediately upon Developer
having received notice ofany such action, claim or proceeding.
1. Under no circumstances shall Indemnitees be required or obligated to seek recovery from

third parties or otherwise mitigate their losses in order to maintainaclaim against Developer. Developer
and the Principals agree that the failure ofFranchisor to pursue recovery or mitigate loss fiom third parti^^
will in no way reduce the amounts recoverable from Developer or the Principals.
©^ÂKTFêhi^LLC
2018OeôpmÂêmem t2
E Developer and the Principal
in h^h^ree and effect afrer the termination, expiration or ^
1^ PROPRIETARYMARKS
A. Developer aeiôwiedges that Developer has no interest in or to the Proprietary Marks and
Developer'sright to nse the Proprietary Marks is derived solely from the individual Franchise
entered into between Developer and Franchisor for the purpose of operating A K T Studios. Developer
agrees that allnsage of theProprietaryMarkshyDeveloper and anygoodwillestahhshed exclusively
benefits Franchisor. Developer agrees that afrer termination or expiration ofthis Agreement, Developer
will not, except with respect to AKT Studios operated by Developer under individual Franchise
Agreements,directly orindirectly,at any timeor in any manner identity itselforanybusiness asa
Developer or former Developer of, or otherwise associated with, Franchisor or use in any manner or for
any purpose any Proprietary Mark or other indicia ofan AKT Studio or any colorable imitation.
B. Developer must not use any Proprietary Mark as part of any corporate or trade names or
with any prefix, suffrx,or othermodifying words, terms, designs, or symbols, or in anymodifred form, ^
mayDeveloper use any ProprietaryMarkinconnectionwithanybusiness or activity,other thanthe
business conducted by Developer under Franchise Agreements entered into between Developer and
Franchisor, or in any other manner not explicitly authorized in writing by Franchisor.
C. Developer must immediately notify Franchisor in writing ofany apparent infringement of

or challenge to Developer's use of any ProprietaryMark, or claim by any person of any rights in any
Proprietary Mark or similar trade name, trademark, or service mark ofwhich Developer becomes aware.
Developer must not communicate with any person other than Franchisor and its counsel regarding any
infringement, challenge orclaim. Franchisor has sole discretion to take action it deems appropriate and the
right to exclusively control any litigation, U.S. Patent and Trademark Office proceeding or other
administrative proceeding arisingôut ofany infringement, challenge, or claim or otherwise relating
Proprietary Mark.
D. Franchisorhasreîsteredthe domainname www aktdancecom.Developer acknowledges

thatFranchisor is the lawful and sole owner of this domain name, which incorporates the trademark AKT.
Developer agrees nottoregisterthe trademark AKT oranyofthe Proprietary Marks now or fêreafrer owned
by Franchisor or any abbreviation,acronym or variation ofthe Proprietary Marks, or any other name that
could be deemed confusingly similar, as Internet domain names, including, but not limited to, generic and
country code top level domain names available at the present time or in tbe future
E. Developer agrees and acknowledges that tbis Agreement does not grant Developer any
rights whatsoever to use any Proprietary Mark, and tbat such rights are only granted through Developer's
timely execution ofaFrancbise Agreement that will govern the operation of an AKT Studio that Developer
is required to open pursuant to the Development Schedule
TFRMtNATION
A. FranchisormayterminatethisAgreementforamaterialdefaultoftbis Agreement by
Developer and all rights granted herein shall automatically terminate upon written notice to Developer,
upon the occurrence ofany ofthe following:
(I) IfDeveloperbecomes insolvent, makesageneral assignment for the benefit of

creditors; filesavoluntarypetitioninbanl^ptcy,or an involuntary petition is filed against Developer
bankruptcy; or Developer isadjudicated bankrupt; or i f a bill in equity orother proceeding forthe
©20ÂKTF^^LLC
20Ôevelopm^tAêmem 13
appoimmentofareceiver^
by Develops or i f a ^ e i v e r o r o t b e r c ^ o d i a n ^ r m a n e ^ o r tempos
property, or any part thereof is appoimedbyacourtofcompe^^
composition ofereditors under any state or fcderaiiawsbonid be i n i ^ ^
judgment remains unsatisfied or of record f b r t b ^
or ifOeveioper is dissolved; or if execution is levied against Developer; or ifasuit to fbreeiose any
mortgage against tbe premises or Studio is levied; or iftbe real or personal property ofStudio is sold afier
levy tbereon by any sheriff, marshal or law officer;
(2) If Developer or any of its Principals tail tocomply witb Section i l ofthis
Agreement;
(3) If Developer or a Principal discloses the contents of the Manuals or otber

confidential information contrary to this Agreement;
(4) f f a n immediate threat or danger topublic health or safety results from tbe
operation ofaStudio operated by Developer underaPrancbise Agreement;
(5) If Developer oraPrincipal has made material misrepresentations in connection

with its application for tbe francbise;
(6) ffDeveloper fails on tbreeôrmore occasions within any one(l)year period to

comply with one(l)ormore provisions ofthis Agreement, whether ornot such failures to comply are cured
afier notice thereofis delivered to Developer; or
(7) Failure to comply with tbe conditions oftransfer ofany interest in Developer as
required ofthis Agreement.
B Franchisor may terminate this Agreement and all rights granted herein, upon thirty (30)
days written notice to Developer, oraless time as specified b e ^
which shall constitute good cause for termination and the failure of Developer to cure the good cause for
termination within the notice period. Goodcause for termination shall be the occurrence of any one of the
following events ofdefault:
(1) f f Developer fails to meet the development requirements set forth in the
DevelopmentSchedule;
(2) lfDeveloperfailstodevelop,openandoperate each Studio and execute each

Francbise Agreement in compliance witb this Agreement;
(3) IfDeveloper fails to designateaqualified replacement Representative;
(4) If Developer misappropriates,misusesor makes any unauthorized useofthe

Proprietary Marks or materially impairs the goodwill associated with the Proprietary Marks or withthe
System and does not cure such default following written notice from Franchisor;
(5) ff Developer, fails, refuses or is unable to promptly pay when due any monetary
obligation to Franchisor or its affiliate required by this Agreement, or by any Franchise Agreement or any
other agreementbetweenthepartiesanddoesnotcurethemonetarydefûltwithinfourteen(f4)days
following written notice from Franchisor;
©^8AKTF^^,LfC
2018^ve^memAêm^ 1^
(6) IfDevôper^stoco^âdefic^
notice ofsuch deficiency is issued^
(7) i f Deveioperfafis to comply with any other materia term or materia c o n ^

imposed by this Agreement or any Franchise Agreement executed pursuant thereto.
C Failure of Developer to cure the default within the specified time, oraionger period of
time as applicable law may require, will result in Developer'srights underthis Agreement to he terminated
eftective on the expiration ofthe notice period, and without further notice to Developer.
D Upon termination of this Agreement, Developer has no right to establish or operate any
Studio for which an individual Franchise Agreement has not already been executed by both Franchisor and
Developer, as well as delivered to Developer, as of the date of termination. Franchisor, effective upon
termination ofthis Agreement, shall have the absolute right and is entitled to establish, and to license ot^^
to establish, AKT StudiosintheDevelopment Area, except as may be otherwise provided under any
Franchise Agreement which is then in effect between Franchisor and Developer.
F No default under this Agreement shall constituteadefault under any Franchise Agreement
betweentheparties,unless Developer's acts or omissions also violate the terms and conditions of the
applicable Franchise Agreement.
F No right or remedy herein conferred upon or reserved to the Franchisor is exclusive ofany
other right or remedy provided or permitted by law or in equity
t^ FFFFCTOFTFRMINATION AND EXPIRATION
All obligations ofFranchisor and Developer under this Agreement,wbich expressly or by their
nature survive the expiration or termination ofthis Agreement, continue in full force and effe^
expiration or termination ofthis Agreement and until they are satisfied in full or by their nature exp
t^ TRANSFER OF INTEREST
AD RY FRANCHISOR
Franchisor has the absolute right to transfer orassign this Agreementand all oranypart ofits rights,
duties or obligations to any person or legal entity without the consent of or notice to Developer This
Agreement shall inure to the benefit of, and be binding on the successors and assigns ofFranchisor
RD PEYEEOFER M A Y NOT ASSIGN WITHOUT AFFROVAE OF THE

FRANCHISOR
Developer understands and acknowledges that the rights and duties created by this Agreement are
personal to Developer and its owners and that Franchisor has granted tbese rights to Developer in reliance
upon the individual or collective character, skill, aptitude, attitude, business ability and financial
of Developer and/or its owners Unless otherwise provided with respect to an assignment to an entity
controlled by Developer as provided in Section 16(D), none of these rights nor any ownership interest in
Developer may be voluntarily,involuntarily,directly or indirectly,assigned, sold, conveyed, pledged,^
franchised or otherwise transferred by Developer or its owners (including by merger or consolidation, by
issuance of additional securities representing an ownership interest in Developer,by conversion ofageneral
partnership to a limited partnership, by transfer or creation of an interest as a general partner of a
partnership, by transfer of an interest in Developer or in this Agreement inadivorce proceeding, or i f
© ^ 8 A K T F ^ ^ L L C
2018t^ôpmeÂg^me^ 1^
Developer or an owner of Developed
intestate sneeession) without the approval ofFranehisor. Any attempted assignment or transfer without
sneh approval will eonstitnteahreaeh ofthis Agreement and will not transfer any rights or interests to sneh
assignee or transferee
^ CONDITIONS FORAPPROVALOF ASSIGNMENT
IfOeveloper is in substantial eomplianee with this Agreement, Franchisor shall not unreasonably
withhold its approval of anassignment or transfer contemplated by Section 16(B)so long as tbe proposed
assigneeortranstererhasgoodandmoralcharacter,sufficient business experience and aptitude to develop
and own and operate Studios, and otherwise meets Tranchisor'stben-current standards for developers and
System franchisees Franchisormay require that any one ormore ofthe following conditions be met b e ^
or concurrently witb,the effective date ofany such assignment or transfer:
(1) All the accrued monetary obligations ofDeveloper or any ofits affiliates and all
other outstanding obligations to Franchisor or its affiliate arising under this Agreement or any
Agreement or other agreement between them and all trade accounts and any other debts to Franchisor, of
whatsoever nature, prior to the transfer becoming effective shall be satisfied;
(2) Developer and its affiliates are not in material default ofany substantive provision
ofthis Agreement,any amendment bereoforsuccessorbereto,or any Francbise Agreement granted
pursuant to its terms, or otber agreement between Developer or any of its affiliates and Franchisor or its
affiliate;
(3) Developer and its Principals, as applicable, shall have executedageneral release,
inaformsatisfactoryto Franchisor, releasing Francbisorof any and all claims against Franchisor and its
affiliate and theirrespective past and present partners, the past and present officers, directors, shareholders,
partners, agents, representatives,independent contractors, servants and employees ofeach ofthem, in their
corporate and individual capacities, including,without limitation, claims arising under or related t^
Agreement and any other agreements between Developer and Franchisor, or under federal, state or local
laws, rules, and regulations or orders;
(4) The transferee shall demonstrate to Franchisor's satisfaction that the transferee
meetsthecriteriaconsideredbyFranchisorwbenreviewingaprospectivedeveloper'sapphcationfor
development rights, including, but not limited to. Franchisor's managerial and business experience
standards, that the transferee possesses good moral character, business reputation and credit rating; that the
transferee has the aptitude, financial resources and capital committed for the operation ofthe business, and
the geographic proximity of otherterritories with respect to which transferee has been granted development
rights or ofother AKT Studios operated by transferee, ifany;
(5) The transferee shall signawritten assumption agreement, inaform prescribed by

Franchisor, assuming full,unconditional,joint and severalliability from the date of the transfer of all
obligations, covenants and agreements ofDeveloper inthis Agreement; and, if transferee isacorporation,
limited liability company orapartnership, transferee'sshareholders, partners, members or other investors,
as applicable, shall also execute such agreement;
(6) Developer shall pay a transfer feeequal to ofthe Development Fee to

Franchisor at the time of transfer,unless the transfer is being made: (i) to an immediate family member of
Developer thatFranchisor approves pursuant to Section 16(F); or (ii) in the form ofan encumbrance ofthe
assets of any Franchised Business(orasubordinating Franchisor's security interest in such assets) asa
necessary condition to obtain SBA or traditional bank financing;
©20ÂKTF^^,LLC
2018^ôpm^tAêmem 1^
(7) Oeveloperaôw^dgesand^
^ns^îsreasonabândneceâând
(8) Developer must pay any r e ^ ^ f e e s or commissionsthatm^

franehisebroker^sales agent or other third par^
Franehisor'seonsenttoatranster of any interestinDeveloperdeserihed herein s ^

awaiver of any elaimsit may have against the transferring party, nor shah it he deemedawaiver of
Franehisor'sright to demand exaeteomphanee with anyof the terms of this Agreement hy the transte^^
Upon an approved transfer under this Section, Developer wih oniy he hound hy,andhahie in eonneetion
with, its post-term ohligations under this Agreement.
D ASSIGNMENTTOACORPORAÔNORUIM^DUIAR^TYC^
(1) Notwithstanding the provisions of this Section 16of this Agreement, upon thirty
(30)days'prior written notice to Franchisor, and without payment ofatransfer fee, Develop
this Agreement toacorporation or limited liahility company that conducts no husiness other than the
development and/or operation of AKT Studios. Developer shall he the owner of all the voting stock or
interest ofthe corporation or limited liahility company, or ifDeveloper is more than one individual,ea
individual shall have the same proportionate ownership interest in the corporation as he had in Developer
helore the transfer. Developer and each ofits Principals, as applicable,may transfer, sell or assign their
respectiveinterestsinDeveloper,hy and amongst themselves with Franchisor's prior writtenconsen^
which consent shah not he unreasonahly withheld; hut may he conditioned on compliance with Sectionll,
except that such transfer, saleor assignmentshall not effect a change inthe controllinginterest in
Developer.
(2) Any person who is or hecomesashareholder or member ofDeveloper or has or

acquires beneficial ownership of any shares of stock equal to or greater than ten percent(10ôwnership
interest in Developer must execute an agreement in substantially the form ofthe attached Guaranty and
Assumption of Obligations undertaking to be bound jointly and severally to all provisions of this
Agreement. Developer must furnish Franchisor at any time upon requestacertified copy of the articles of
incorporation or articles of organization andalist^^
members of record and all persons having beneficial ownership ofshares ofstock, reflecting theirrespect^^^
interests in Developer.
F RIOHTOFFIRSTRFFUSAU
IfDeveloper receives and desires to accept any bona fide offer to transfer an ownership interest in
thisAgreement fromathirdparty,then the Developer shall promptly notify Franchisor in writing and send
Franchisor an executed copy of the contract of transfer. Franchisor shall have the right and option,
exercisable within thirty (30) days after actual receipt ofsuch notification or oftbe executed contract of
transfer which shall describe the terms of the offer, to send written notice to Developer that Franchisor
intendstopurchasethe Developer'sintereston the same terms and conditions offered by the third p a ^
Closing on the purchase must occur within sixty(60) days from the date of notice by Franchisor to the
DeveloperofFranchisor'selectiontopurchase.lfFranchisorelectsnottoaccepttbeofferwitbin tbe thirty
(30)day period. Developer shall haveaperiod not to exceed sixty(60) days tocomplete the transfer subject
to the conditions for approval set forth in Section 16(C) ofthis Agreement. Any material change in the
terms of any offer before closing shall constituteanew offer subject to the same rights of first refusal b
Franchisor as in the case ofan initial offer. Failure ofFranchisor to exercise tbe option afforded by this
Section 16shall not constituteawaiver of any otber provision of this Agreement. Ifthe offer fromathird
party provides for payment of consideration other than cash or involves certain intangible benefits,
©20ÂKTF^hi^,LLC
^^t^vek^mem Agreem^ 17
Franchisor may e^ct to purchas^^
puhiiciy-tradcd securities,^ IFthe
parties cannot agree withinarcasonabic time on the reasonable cash equivalent oFthcn^^
oFFcr,thcn such amonntshah he determined hyan independent appraiser designated by France
determination shah be binding.
FD DEATH O R D I S A R ^ T Y
Upon thedcath or permanent disabihtyoFDcvciopcr(ortbc managing shareholder, managing

member orpartner), the execntor,administrator, conservator or otherpersonai representative o F ^ ^
or the remaining shareholders, partners or members, must appointacompetent manager tbat is approved
by Franchisorwithin ninety (90) days from the date oFdea
BeForethe endofthe90DayFeriod,tbe appointed manager must attend and snccessthiiycomplete
Francbisor'straining program and must either execute Franchisor'stbencnrrentfr^rmoFarea devei^^
agreement fbrtheunexpiredtermoFtbisAgreement, or Fumishapersonai guaranty oFany partnership,
corporate or limited habhity company DeveiopeBsobhgations to Franchisor and Franchisor'saFfriiate^
the Studio is not being managed byaFrancbisor approved manager during the 90 Day Period, Franchisor
is authorized, but is not required, to immediately appoint a manager to maintain the operations oF
Developer's Studios For and on behalFoF Developer unthan approved assigneeisabie to assume the
management and operationof the Studio. Franchisor'sappointmentoFamanagerofthe Studio does not
relieve Developer oFhis obligations, and Franchisor is not habie tor any debts, losses, costs or expenses
incu^d in the operations ofthe Studio orto any
orservicespurchasedbythe Studio during any period in which it is managed by Franchisor'sappointed
manager. Franchisor has the right to chargeareasonable fee for management services and to cease to
provide management services at any time. Franchisor'srigbt of frrst refusal set forth in Sectioni6(F)w^^
notappiytoatransferunderthisSectionifthetransferee is an immediate tamiiy member ofDeveioperthat
Franchisor approves.
^ FURUICORFRIVATF OFFERINGS
(1) Developer acknowledges that the written information used to raise or secure tunds
can reflect upon Franchisor. Developer agrees to submit any written information intended to be used for
that purpose to Franchisor before its inclusion in any registration statement, prospectus or similar
circular or memorandum. This requirement applies under thefohowing conditions: ( i ) i f Developer
attempts toraise or securefundsby tbe sale ofsecuritiesin Developer or any affiliate of Developer
(including common or preferred stock, bonds, debentures or general or bmited partnership interest)and(h^
ifany ofits owners attempt to raise or secure funds by the sale ofsecurities in Developer or any affiliate of
Developer (including common or preferred stock,bonds,debentures or generaior limited partnership
interests) Deveioper(or any ofits owners)agrees not to usethe written materials submitted to Franchisor
or any other written materials to raise or securefrmdsunless and until Franchisor approves ofthe language
No information respectingFranchisor or its affrhate shah be included in any securities disclosure docm
unless that information has been furnished to Franchisor, in writing, pursuant to the written req^^^
Developer. Tbe written request shah state the specific purpose for which the infbriâtion is to be used.
Should Franchisor,in its sole discretion, oêct to any reference to Franchisor or its affibate or any of ^
businesses in the offering literature or prospectus, the literature or prospectus shaii not he used unless and
until the objections of Franchisor are withdrawn. Franchisor assumes no responsibility for the offering
whatsoever. Deveiopermustpay Franchisorapubhcoffering feeofThree Thousand Five Hundred Dohars
(^3,500) for tbe costs to Franchisor to review the information The written consent ofFranchisor pursuant
to this FaragraphOdoes not imply or constitutethe approval ofFranchisor with respect to the method of
financing, the offering literature submitted to Franchisor or any other aspect ofthe offering.
©20t8AKTF^^FLC
20ÔeôpmeÂêmem
(2) The prospeetus or other hterature utihzed in any offering mnst contain the
fohowing language in hoid-taee type on the first textnai page: ^
"NEITHER A K T F ^ N C H ^ L L ^
AEEILIATE'SSURSIDIAIÊS IS DIRECTLY OR INDIRECTEVTHE ISSUER
OE THE SECURITIES OEEEREDD NEITHER AKT ERANCHISEÊLC NOR ITS
AEEIEIATE NOR ANY OE ITS AEEIUIATE'S SUBSIDIARIES ASSUMES ANY
RESPONSIBILITY W I T H RESPECT T O T H I S OEEERINC A N D / O R T H E
ADEQUACY OR ACCURACY OE THE INFORMATION SET FORTH,
INCLUDING ANY STATEMENTS MADE WITH RESPECTTO ANY OFTHEMD
NEITHER A K T FRANCHISE, LLC NOR ITS AFFILIATE NOR ANY OF ITS
AFFILIATE'S SUBSIDIARIES ENDORSES OR MAKES ANY
RECOMMENDATION WITH RESPECT TO THE INVESTMENT
CONTEMPLATED BYTHISOFFERINOB
(3) Oeveioper and eaeh of its owners agrees to indemnify, defend and hold harmless
Franchisor and its affiliate, and their respective officers, directors, employees and agents, from a
claims, demands, liahilities, and all costs and expenses (including reasonahle attorneys'fees) i n c u ^
Franchisor as the result ofthe offer or sale ofsecnrities. This Agreement applies to any and all claims,
demands, liahilities, andall costs andexpenses (inclndingreasonahleattomeys' fees) asserted hy a
purchaser of any security orhyagovemmental agency Franchisor has the right (hut not the ohligation)to
defend any claims,demandsorliahihtiesand/or to participateinthedelcnseof any actiontowhich
Franchisor or its affiliate or any of their respective officers, directors, employees or agents is named asa
party
HD NOTICE TO FRANCHISOR
Provided Developer is not thenapuhliccompany,ifany person holding an interest in Developer

(otherthan Developer oraPrincipal, which parties shall he subject to the provisions set forth ahove)
transfers such interest, then Developer shall promptlynotifyFranchisor of such proposed transfer in writing
and provide information as Franchisor may reasonably request hefore the transfer. The transferee may not
be oneofFranchisor'scompetitors.Tbe transferee must executeaConfidentiality Agreement andAncillary
Covenants Not to Compete in the form then required by Francbisor,which form shall be in substantially
the same form attached hereto as ExhibitF. Franchisor also reserves the right to designate the transferee
as one ofthe Principals IfDeveloper isapubliccompany,this provision applies only to transfers in interest
by Principals or to any person or entity controlling more than ten percent (lO^)ofDeveloper's voting
stock.
17. APPROVALS
A. WhereverthisAgreementrequires the prior approval or consent ofFranchisor,Developer

shall makeatimelywrittenrequesttoFranchisorforsuch approval or consent.
B. Franchisor makes no warranties or guarantees upon which Developer may rely and
assumes no liability or obligation to Developer or to any third party to which it would not otherwise be
subject, by providing any waiver, approval, advise, consent, or services to Developer in connection with
this Agreement, or by any reason ofneglect, delay or denial ofany request therefor
©20ÂKTF^^LLC
2018êôpmeÂêeme^
1^ NONWAIVER
A. NoûreofEranchisortoexe^
upon strict comphance by Oeveloper or Principe
custom or practice oftbe parties at varian^^
Fraucbisor'srigbttodcmaudcxact compliance witb any oftbe tcrmsbcrciuandOcv^
Principaiswanant and undertake tbat it sbaii not rciy on sucb failure, custom or practice. Waiver by
Franchisor ofany particular dcfauitbyOcvciopcror anyof tbcPrincipaissbaii not aftcctor impair
Francbisor'srigbts witb respect to any subsequent default of tbe same, similar or different natures
dclay,fbrbcarancc, or omission ofFranchisor to exercise any power or rigbt arising out of any breach or
default by its other developers or by Developer ofany ofthe terms, provisions, or covenants hereof, affect
or impair Franchisor'sright to exercise the same, nor shall sucb constitutcawaivcr by Franchisor of any
right hereunder, or the right to declare any subsequent breach or default and to terminate tbis Agreement
priorto the expiration ofitstcrm Subsequent acceptance by Franchisorofany payments due to ithcrcundcr
shall notbcdccmcdtobcawaivcrbyFranchisorofanyprcccdingbrcach by Developer of any terms,
covenants or conditions ofthis Agreement.
B. All rights and remedies of the parties hcrcto shall be cumulative and not alternative, in
addition to and not exclusive ofany other rights or remedies which arc provided for herein or which may
be available at lawor in equity in case of any brcach,failurc or dcfaultor threatened breach, failure or
default ofany term, provision or condition ofthis Agreement, the rights and remedies ofthe parties hereto
shall be continuing and shall not be exhausted by any one or more uses thereof, and may be exercised at
any time or from time to time as often as may be expedient; and any option or election to enforce any such
right or remedy may be exercised or taken at any time and from time to time. The expiration or early
termination ofthis Agreement shall not discharge
accrued, orany liability orobligation continuing beyond, or arisingout of^ the expiration or early
termination ofthis Agreement.
t^ DFVFEOFER'S RECORDS AND REPORTS
A. Developer must keep accurate records concerning all transactions and written
communications between Franchisor and Developer relating to the development and operation ofStudios
in the Development Area Franchisor'sduly authorized representative has the right, following reasonable
notice, at all reasonable hours ofthe day to examine all Developer's records with respect to the subject
matter ofthis Agreement, and has full and free access to records for that purpose and for the purpose of
making extracts. All rccordsmustbckcptavailablc for at least thrcc^ycarsaffcr preparation.
B. Developer must furnish toFranchisor monthly written reports rcgardingDcvclopcr's

progress on the development o f A K T Studios under this Agreement.
2^ NOTIOESANDFAVMENTS
All writtennoticcsand reports pcrmittcdor required to be dclivcrcdby theprovisionsofthis

Agreement or ofthe Manuals shall be deemed so delivered at the time delivered by band or by c-mail with
receipt confirmed by the receiving party or onc(l)husincss day after sending by overnight courier with
delivery confirmed and addressed to the party tobc notified at itsmostcurrcnt address of whichtbc
notifying party has been notified. The following addresses for the parties shall be used unless and untila
different address has been designated by written notice to the other party:
©^8AKTF^^,FLC
Ô^^velopmemAêm^ 20
Notices to Franchise
AKTF^chise,LLC
AttmMeiissa Chordock
3i^Puhman Street
CostaMcs^Caiifomia 92626
With an additional copy to:
Fisher mucker, LLC

Attn: Lane Fisher
2iSouth2^Strcct
Fhiiadciphia,FA19i^
Notice to Developer:
ATFN:
2L COVFRNINCLAW
A. This Agreement shah he governed hy and construed in accordance with the laws of the
State of Cahfornia,withont reference to the st
actions invoivingany non-competition covenantsset forth in this Agreement or any othcrFranchisc
Agreement, including the interpretation and enforcement thereof, shah he governed hythe law
where the Development Area or Studio, as applicable, is located.
ARBITRATION ANDOTHFRDISFUTFRFSOLUTIONFROVISIONS
A. Developer must tirsthring any claim or disputchctwccnDcvclopcr and Franchisor to

Franchisor'smanagcmcnt and make every effort to resolve the dispute internally Developer must exhaust
this internal dispute resolution procedure before Developer may bring Dcvclopcr'sdisputchcfbrca^^
party. This agrccmcntto first attcmptrcsolution of disputes internally shall survive termination or c^^
ofthis Agreement.
B. At Franchisor^soption, all claims or disputes between Developer and Franchisorôrits

affiliatcsârisingoutof, orin any way relating to, tbis Agreement or any other agreement by and between
Developer and Francbisor(orits affiliates), or any of the parties'respective rights and obligations arism^
from such agrccmcnt,whicb arc not first resolved through the internal dispute resolution procedure sent
forth in Section 22(A)abovc,will be submitted first to mediation to take place at Francbisor'sthcn-currcnt
headquarters under the auspices of the American Arbitration Association ("AAA"), in accordance with
AAA's Commercial Mediation Rules then in effect Before commencing any legal action against
Franchisor or its affiliates with respect to any such claim or dispute,Developer must submitanotice to
Franchisor, which specifics, in detail,the precise nature and grounds ofsuch claim or dispute. Franchisor
will bavcapcriod of thirty (30) days tohowing receipt of such notice within which to notify Developer as
towhcthcrFranchisor or its affiliates elects to exercisers optionto submit sucbclaimor dispute to
mediation. Developer may not commence any action againstFranchisor or its affiliates with respect to any
such claim or dispute in any court unless Franchisor fails to exercise its option to submit such claim or
©^ÂKTêhi^LFC
Ô^^ôpmemAêemem 21
dispute to mediafion, or such m e d i ^
decoration ofthe mediator(s)th^
declaration hy Franchisor. Franchisor'srights to mediation,as set forth herem^
hyFranchisor.Fachpartywiiihear its own cost of mediation and Franchisor and Developer will share
mediator Iceseqnally. Thisagreementtomediatewillsnrvive any terminationorexpirationof this
Agreement.The parties will not he required to first attempt to mediateacontroversy, dispute, orclaim
throughmediationasset forth inthis Section 2^B) if such controversy, dispute,or claim concerns an
allegation thataparty has violatedôrthreatens to violate, or poses an imminent risk of violating)^
federally protected intellectual property rights in the Proprietary Marks, the System, or in any confi
inh^rmation;(ii) any ofthe restrictive covenants contained in this Agreement; and (iii) any ofDevelop
payment obligations under this Agreement.
C Developer and Franchisor helieve that it is important to resolve any disputes amicably,
quickly,costeffectivelyandprotessionally,andtoretumtobusinessassoonaspossible.Subjectto Sections
22(D)-(F) ofthis Agreement, Developer and Franchisor have agreed that the provisions ofthis Article 22
support these mutual objectivesand, theretbre,agree that any litigation, claim, dispute, suit, action,
controversy,or proceeding of any type whatsoever including any claim tor equitable relief and/or where
either party is acting asa"private attorney general,"suing pursuant toastatutory claim or otherwises
between or involving Developer and Franchisor on whatever theory and/or facts based, and whether or not
arising out ofthis Agreement, ("Claim") will be processed in the following manner:
a. Developer andFranchisor each expressly waives all rights to any court proceeding, except
asexpresslyprovided in Sections 22(B)and 22(C), below.
b. All Claims shall be submitted to and resolved by binding arbitration in Crange County,
Califi^mia, before and in accordance with the arbitration rules oftbe American Arbitration
Association, judgment upon the award rendered by the arbitrator shall be entered in any
Court havingjurisdiction thereof
c. Franchisor and Developer agree that any arbitration between Franchisor and Developer
shall be ofDeveloper'sindividual claim and that the claim subject to arbitration shall not
be arbitratedonaclass-wide basis.
d. Thisarbitration provision shall he deemed to be self-executing, andin theevent eitherparty

fails to appear at any properly noticed arbitration proceeding, an award may be entered
against such party notwithstanding said failure to appear.
e. In no event shall Franchisor be liable to Developer for punitive damages in any action
arising out of or relating to this Agreement, or any breach,termination or cancellation
hereof.
f. Any arbitration proceeding conducted under this Section, including all demands, filings
and evidence submitted in connection therewith, must be kept strictly confidential, unless
Franchisor agrees otherwise in writing
D Developer acknowledges and agrees tbat irreparable harm could be caused to Franchisor
by Developer'sviolation of certain provisions ofthis Agreement and, as such,in addition to any other relief
available at law or equity, Franchisor shall be entitled to obtain in any court of competent jurisdiction,
without bond, restraining orders or temporary or permanent injunctions in order to enforce, among other
items,the provisions of this Agreement relating to:(i)Developer's use of theFroprietaryMarks and
confidential information; (ii) the in-term covenant not to compete, as well as any other violations ofthe
©^8AKTF^^LLC
2018^ôpmemAêm^ 22
^ r i c f i v e COVenan^ 5 ^ f o r t h e
ofthisAgreem^^dispu^
he^freramende^^dispuândoonôvîesmvo^^
respect to confidenfialhy under this Agreement and (vi) to p ^
its employees that eonstiu^tesavioiation of appiieahieiaw, threatens Franchisor's
threatens other franchisees ofFranchisor. Deveioper'soniy remedy if such an injunction is entered wih he
the dissolution ofthe injunction, ifappropriate, and Developer waives ail damage claims ifthe injunction
is wrongfully issued.
F Franchisor's officers, directors, shareholders, agents and/or employees are express third
parfyheneficiaries ofthe provisions ofthis Agreement, including the dispute resolution provi^^^
in Section 22 ofthis Agreement, each having authority to specifically enforce the right to mediate claims
asserted against such person(s)hy Developer
F. Asacondition precedent to commencing an action for damages or for violation or hreach

ofthis Agreement, Developer must notify Franchisor within thirty (30) days affer the occurrence ofthe
violation or hreach, and failure to timely give such notice shall preclude any claim for damages.
G. Developer shall not withhold all or any part of any payment to Franchisor or any of its
affiliates onthegroundsofFranchisor'salleged nonperformance or asanoffset against any amount
Franchisor or any ofFranchisor'saffiliates allegedly may owe Developer under this Agreement or any
related agreements.
H. Developer further agrees that no cause ofaction arising out o f o r under this Agreement
may he maintained hy Developer against Franchisor unless brought hefore the expiration of one(l)year
aher the act, transaction or occurrence upon which such action is hased or the expiration ofone year afrer
the Developer becomes aware of facts or circumstances reasonably indicating that Developer may havea
claim against Franchisor hereunder, whichever occurs sooner, and that any action not brought within this
period shall be barred asaclaim, counterclaim, defense, or set-off. Developer hereby waives the right to
obtain any remedy based on alleged fraud, misrepresentation, or deceit by Franchisor, including,witbout
limitation, rescission ofthis Agreement, in anymediation,judicial,or other adjudicatory proceeding ar^^^
hereunder, except uponaground expressly provided in this Agreement, or pursuant to any right expressly
granted by any applicable statute expressly regulating the sale of franchises,or any regulation or rules
promulgated thereunder
1 Developer hereby waives to the fullest extent permitted by law,any right to or claim for
any punitive, exemplary, incidental, indirect, special or consequential damages (including, without
limitation, lost profhs)againstFranchisor arising out of any cause whatsoever(wbether sucb cause be based
in contract, negligence,strict liabihty,other tort or otherwise)and agrees that in the event ofa
Developer'srecovery islimitedtoactualdamages. Ifany other termof this Agreement isfbund or
determined to be unconscionable or unenforceable for any reason, the foregoing provisions shall continue
in frill force and effect, including,without limitation, the waiver of any right to claim any consequent
damages. Nothing in this Section or any other provision of this Agreement shall be construed to prevent
Franchisor from claimingand obtainingexpectation orconsequential damages, including lost future
royalties for tbe balance oftbe term ofthis Agreement i f i t i ^ ^
the parties agree and acknowledge Franchisor may claim under this Agreement.
^ THFFARTfFSHFR^BYAGRFFTDWAlVFT^
FROCFFDlNGORCOf^TFRCLAfM, W H F T H F R A T L A W O R F Q U ^
WHfCHFARTYBRh^GSSUlT T H f S W A f V F R S H A L L A F F L Y T D A N Y M A ^ ^
BFTWFFNTHFFARTIFSHFI^TDWH^
©^8AKTF^^LLC
20I8OôêmAêm^ 23
THIS AGREEMENT OR THE PERFOR^^
K THE PARTIES AGREE THAT AEE RRGGEEOINGS ARISING OUT OE OR

REEATEO TOTHIS AGREEMENTWIEE8EGONDUGTEOON AN INOIVIOUAE,NOTAGEASS
WIOE BASIS, ANO THAT ANY RROGEEDING BETWEEN OEVEEOPER, OEVEEORER'S
GUARANTORS ANO FRANCHISOR ORITSAEEIEIATES/OEEIGERS/EMEEOYEESMAYNOTBE
GONSOEIOATEO WITH ANYOTHERRROGEEOINGBETWEEN ERANGHISOR ANO ANY
OTHER THIRORARTY
2^ ENFORCEMENT
AD SEYERABIEITYANDSUBSTITUTIONOFVAUH^ PROVISIONS
(1) Excâsexp^slyp^dedto^
paragraph, term and p r o t o n o I ^ A g r e e m e n 4 ^ ^ ^
of this Agreement is held to he invalid, eomrary to, o r i n e o n f i ^
orregulation m a final,unappealahlerulingissnedhyanyequrt,ageney or tribunal witheompetem
jurisdiction inaproeeeding to whieh Franchisor isaparty, that ruling shall not impair the operate
have auyother effectupon, other portions of this Agreement as may remain otherwise intelh^^
shaii continue to he given lull force and effect and hind the parties to this Agreement, although any p o ^
held to he invalid shah he deemed not to heapart of this Agreement from the date the time tor appeal
expires, ifOeveIoperisaparty,otherwise upon Oeveloper'sreceiptofanotice of non-enforcement from
Franchisor.
(2) If anyapplicahie and hinding law or ruleofanyjurisdictionrequiresagreaterprior

notice ofthe termination ofthis Agreement than is required in this Agreement, or the taking of some o ^
action not required, or ifunder any apphcahle and hinding law or rule ofanyjurisdiction, any provision of
this Agreement or any specification, standard or operating procedure Franchisor prescribes is invalid or
unenforceabIe,the prior notice and/or other action required by law or rule shallbe substituted for the
comparabieprovisions, and Franchisor has theright,in itssole discretion, to modify the invalidor
unenforceable provision, specification, standard or operating procedure to the extent required to be valid
and enforceable. Developer agrees to be bound by any promise or covenant imposing tbe maximum duty
permitted by law which is prescribed within the terms ofany provision ofthis Agreement, as though it were
separately articulated in and madeapart of tbis Agreement, that may result from striking from any of the
provisions,or any specification, standard or operating procedureFranchisor prescribes, any portion or
portions whichacourt may hold to be unenforceable inafinal decision to which Franchisor isaparty,or
from reducing the scope ofany promise or covenant to tbe extent required to comply witb acourt order
Modifications to this Agreement shall be effective only in thatjurisdiction, unless Franchisor elects to
them greater apphcabihty,and this Agreement shall he enforced as originally made and entered into in ah
other jurisdictions.
BD EXCEPTIONS
Neither Franchisor nor Developer are iiable for loss or damage or deemed to be in breach of this
Agreement i f its failure to perform its obhgations results from: (I)transportation shortages,inade
supply of labor, material or energy, or the voluntary foregoing of the right to acquire or use any of the
foregoing in order to accommodate or comply with the orders, requests, regulations, recommendations or
instructions of any federal,state or municipal government or any department or agency^^compliance
witbany law, ruling,order,regulation,requirementorinstructionofany federal, state,or municipal
government or any department or agency;âctsofGod;âcts or omissions of tbe other party;^fires,
strikes, embargoes,war or riot; o r ^ a n y other similar event or cause. Any delay resulting from any of
©^8AKTF^^,LLC
2018^ôpmÂg^mem 2^
these causes shah extend perfo^^^
reasonahle
CD RICHTSOFPARTIES ARE CUMULATIVE
The rights ofFranehisor and Developer

enforcement hy Franchisor or Developer ofany right or remedy precludes the exercise or enforced
Franchisor or Developer ofany other right or remedy which Franchisor or Developer is entitled hy law to
enforce.
DD COSTS ANDATTORNEVS'FEES
If Developer is inhreachordefault of any monetary or nonmonetary ohligationunder this

Agreement or any related agreement between Developer and Franchisor and/orFranchisor's affiliates, and
Franchisor engages an attorney to enforce Franchisor'srights^whether or not h^rmal judicial proceedm^
areinitiated^Developer must reimhnrseFranchisor for allcosts/expensesincurredinconnection with
enforcing its rights underthis Agreement including all reasonahle attorneys'Ices, court costs and arhitra^^
expenses IfDeveloper institutes any legal action to interpret or enforce the terms ofthis Agreement, a
Developer's claim in such action is denied or the action is dismissed, Franchisor is entitled to recover
Franchisor'sreasonahle attorneys'fees, and all other reasonahle costs and expenses incurred in defending
against same, and to have such an amount awarded as part ofthejudgment in the proceeding.
ED VARIANCES
Developer acknowledges that Franchisor has and may at different times approve exceptions or
changes from the uniform standards of the System in Franchisor's absolute sole discretion, which
Franchisor deems desirable or necessary under particular circumstances. Developer understands tbat he
has no right to object to or automatically obtain such variances, and any exception or change must be
approved in advance from Franchisor in writing. Developer understands existing Developers may operate
under different forms ofagreements and tbat the rights and obligations ofexisting Developers may differ
materially from this Agreement.
FD 8INDINC EFFECT
This Agreement is binding uponthe parties of this Agreement andtheir respective executors,
administrators, heirs,assignsandsuccessors in interest,and shall notbemodifiedexcept by written
agreement signed by both Developer and Franchisor.
CD CONSTRUCTION/INTECRATION CLAUSE
This Agreement, all exhibits to this Agreement and all ancillary agreements executed
contemporaneously with this Aêement constitute the entire agreement between the parties with reference
to tbe subject matterof this Agreement andsupersede any andall prior negotiations, undertakings,
representations, andagreements. Nothing in this Agreement or in anyrelated agreement, however, is
intended to disclaim tbe representations Franchisor made in the FDD that Franchisor furnished to
Developer Developer acknowledges that Developer is entering into this Agreement, and all ancillary
agreements executed contemporaneously with this Agreement, asaresult ofDeveloper'sown independent
investigationofthefranchisedbusinessand not asaresult of any representations about Franchisor made
by Franchisor's shareholders, officers, directors, employees, agents, representatives, independent
contractors, attorneys, or Developers, which are contrary to the terms set forth in this Agreement or ofany
©^t8AKTF^^,LLC
2018f^ôpmÂêm^ 25
franchise disclosure document offering circular, prospectus, or other similar document required or
permitted to he given to Developer pursuant to applicable law
Developer hereby acknowledges and further represents and warrants to Franchisor that:
I. Developer has placed no reliance on any oral or written statements, whether

referredtoasrepresentations, warranties, inducements,orotherwise, whicharenot containedinthis
Agreement or in the Franchise Disclosure Document;
2 Developer has entered into tbis Agreement afrer making an independent

investigation ofFrancbisor'soperations and theSystem;
3 Franchisor has not made any guarantee orprovided any assurance tbat the business
location willbe successful or profrtableregardless of whether Franchisor may baveapprovedofthe
francbise or site location;
4. Developerhas(a)readthisAgreement in its entirety and understands its contents;

(b)been given tbe opportunity to clarify any provisions that Developer did not understand and(c)had the
opportunity to consult with professional advisors regarding the operation and effect ofthe Agreement and
the operation ofthe System;
5. Developer has, together witb its advisors, sufficient knowledge and experience in
financialandbusiness matters tomake an informeddecision witbrespect to the francbiseofferedby
Franchisor; and
6 Developer has receivedacopy of the Franchise Disclosure Document not later

than the first personal meeting held to discuss the sale ofafranchise, or fburteen^4)calendar days before
execution ofthis Agreement or fburteen(l4)calendar days before any payment of any consideration.
Except as may have been disclosed at hem lôfFrancbisor's Franchise Disclosure Document,
Developer represents and warrants to Franchisor that no claims, representations, or warranties regarding
the earnings, sales, profits, success or failure ofthefranchisedbusiness have been made to Developer and
no such claims, representations or warranties have induced Developer to enter into this Agreement
Except for those changes permitted to be made unilaterally by Franchisor, no amendment, change
or variance from this Agreement is binding on either party unless mutually agreed to by the parties and
executed by their authorized officers or agents in writing
2^ CAVEAT
A. The success oftbe business venture contemplated to be undertaken by this Agreement is

speculative and depends, toalarge extent, upon the ability ofthe Developer as an independent business
person, and theactive participation ofDeveloper in the daily affairs of the business as well as other factors.
Franchisor does not make any representation or warranty,express or implied, as to tbe potential success of
tbe business venture contemplated hereby.
B Developer acknowledges that it has entered into this Agreement afrer making an
independent investigation of Franchisor'soperations and not upon any representation as to gross sales,
volume, potential earnings or profits which Developer in particular might be expected to realize, nor has
anyone made any other representationwhichisnotexpressly set forthin this Agreement,toinduce the
Developer to accept thisfranchiseand execute this Agreement.
©^8AKTF^^FLC
2018O^lopmÂêmem 2^
C Developer represems and acknow^
whh ah blanks filled in, from Franehisor at least seven(7)ealendarda^^
thisAgreement Developerfrtrtherrepresentstbathe understands tbe terms, conditions and ohligationsof
tbis Agreement and agrees to be bound.
^ M^CELLANEOUS
A. Except as other^vise expressly provided, nothing in this Agreement is intended, nor shall
be deemed, to confer any rights or remedies upon any person or legal entity who is notaparty to tbis
Agreement
B. The headings ofthe several sections and paragraphs are for convenience only and do not
define, limit or construe the contentsofsections or paragraphs
C The "Developerâs used in this Agreement is applicable to one ( i ) o r more persons,a

corporation orapartnership or limited partnership or limited liability company as the case may be, and the
singular usage includes the plural and the masculine and neuter usages include the other and the feminine,
f f t w o ^ o r more persons are at any time Developer under this Agreement, tbeir obligations and habilities
to Franchisor shall bejoint and several. References to "Developer" andÂssignee" which are applicable
to anindividualor individuals shallmeantbeowner or owners of the equityor operating controlof
Developer or the Assignee,ifDeveloper or the Assignee isacorporation, partnership, limited partnership
or limited liability company.
This Agreement shall be executed in multiple copies,each ofwhich shall be deemed an original.
SIGNATURE PAGE FOLLOWS

2018 Development Agreement 27
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement under seal on the
date first written above.
FRANCHISOR: DEVELOPER:
A K T FRANCHISE, LLC
By: IF AN INDIVIDUAL:
Print Name: By:
Title: Print Name:
Date: Date:
Spouse Signature:
Spouse Name:
Date:
IF A PARTNERSHIP, CORPORATION, OR
OTHER ENTITY:
By:
Print Name:
Title:
Date:

2018 Development Agreement 28
ATTACHMENT TO DEVELOPMENT AGREEMENT
GUARANTY AND ASSUMPTION OF OBLIGATIONS
THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this day of _

, 20 , by , (each a "Guarantor").
In consideration of, and as an inducement to, the execution of that certain Area Development
Agreement (the "Area Development Agreement") by and between AKT Franchise, LLC (the
"Franchisor"), and ("Developer"), each of the undersigned (each, a "Guarantor")
hereby personally and unconditionally (a) guarantees to Franchisor, and its successor and assigns, for the
term of the Area Development Agreement and as provided in the Area Development Agreement, that
Developer shall punctually pay and perform each and every undertaking, agreement and covenant set forth
in the Area Development Agreement; and (b) agrees to be personally bound by, and personally liable for
the breach of, each and every obligation of Developer under the the Area. Development Agreement, both
monetary obligations and non-monetary in nature, including without limitation, those obligations related
to: confidentiality and non-disclosure; indemnification; the Proprietary Marks; the in-term and post-term
covenants against competition, as well as all other restrictive covenants; and the governing law, venue,
attorneys' fees and other dispute resolution provisions set forth in the Area Development Agreement (that
shall also apply to this Guaranty and Assumption of Obligations).
Each Guarantor hereby waives: (1) acceptance and notice of acceptance by Franchisor of the
foregoing undertakings; (2) notice of demand for payment of any indebtedness or nonperformance of any
obligations guaranteed; (3) protest and notice of default to any party with respect to the indebtedness or
nonperformance of any obligations guaranteed; (4) any right Guarantor may have to require that an action
be brought against Developer or any other person as a condition of liability; and (5) the defense of the
statute of limitations in any action hereunder or for the collection of any indebtedness or the performance
of any obligation hereby guaranteed.
Each Guarantor hereby consents and agrees that: (1) such Guarantor's undertaking shall be direct,
immediate and independent of the liability of, and shall be joint and several with, Developer and any other
Guarantors; (2) Guarantor shall render any payment or performance required under the Area Development
Agreement upon demand if Developer fails or refuses punctually to do so; (3) Guarantor's liability shall
not be contingent or conditioned upon pursuit by Franchisor of any remedies against Developer or any other
person; (4) Guarantor's liability shall not be diminished, relieved or otherwise affected by any extension
of time, credit or other indulgence which Franchisor may grant to Developer or to any other person,
including the acceptance of any partial payment or performance, or the compromise or release of any claims,
none ofwhich shall in any way modify or amend this guaranty, which shall be continuing and irrevocable
during the term of the Area Development Agreement; (5) this undertaking will continue unchanged by the
occurrence of any bankruptcy with respect to Developer or any assignee or successor of Developer or by
any abandonment of the Area Development Agreement by a trustee of Developer; (6) neither the
Guarantor's obligations to make payment or render performance in accordance with the terms of this
undertaking nor any remedy for enforcement shall be impaired, modified, changed, released or limited in
any manner whatsoever by any impairment, modification, change, release or limitation of the liability of
Developer or its estate in bankruptcy or of any remedy for enforcement, resulting from the operation of any
present or future provision ofthe U.S. Bankruptcy Act or other statute, or from the decision of any court or
agency; (7) Franchisor may proceed against Guarantor and Developer jointly and severally, or Franchisor
may, at its option, proceed against Guarantor, without having commenced any action, or having obtained
any judgment against Developer; and (8) Guarantor shall pay all reasonable attorneys' fees and all costs
and other expenses incurred in any collection or attempt to collect amounts due pursuant to this undertaking

2018 Development Agreement - Exhibits
or any negotiations relative to the obligations hereby guaranteed or in enforcing this undertaking against
Guarantor.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty on the date
stated on the first page hereof.
PERSONAL GUARANTORS
[Insert Name of Guarantor] [Insert Name of Spouse]

EXHIBIT A TO THE AREA DEVELOPMENT AGREEMENT
DEVELOPMENT AREA
The development rights and obligations ofDeveloper, ^ to timely develop and open
AKT Studios shall be within the following described area:
DEVELOPER FRANCHISOR
AKT FRANCHISE, LLC
By: By:
Name: Name:
Title: Tide:
O20I8 AKT Franchise, LLC

EXHIBIT B TO AREA DEVELOPMENT AGREEMENT
DEVELOPMENT SCHEDULE
1. Development Schedule
Developer, agrees to timely open AKT Studios in compliance with

the following development schedule (the "Development Schedule"). Developer further agrees that failure
to timely open the Studios in compliance with the Development Schedule shall cause the rights of
exclusivity granted to Developer regarding the geographic area defined in Exhibit A to be forfeited.
The Development Schedule is as follows:
Expiration of Development Number of New Unit Franchises that Number of Unit Franchises
Period Must be Opened and Commence that Must be Open and
Operations Within Development Operating by the Expiration of
Period the Development Period
2. Forfeiture of Rights of Exclusivity
Developer's failure to comply with the Development Schedule in any manner shall be grounds for
Franchisor to (a) terminate the Deveiopment Agreement to which this Development Schedule is attached
as an Exhibit, or (b) in lieu of such termination, terminate any exclusive or other territorial rights that
Developer may have within the Development Area or otherwise under the Development Agreement.
APPROVED:
AKT FRANCHISE, LLC
By: By:
Name: Name:
Title: Title:
O2018 AKT Franchise, LLC

EXHIBIT C TO AREA DEVELOPMENT AGREEMENT
FRANCHISE AGREEMENT

EXHIBIT D TO AREA DEVELOPMENT AGREEMENT
STATEMENT OF OWNERSHIP INTERESTS AND PRINCIPALS
A. The following is a list of shareholders, partners, members or other investors in Developer, including
all investors who own or hold a direct or indirect interest in Developer, and a description of the
nature of their interest:
Name Percentage of Ownership/Nature of Interest
B. The following is a list of all of Principals described in and designated pursuant to this Area
Development Agreement, each of whom shall execute the Confidentiality Agreement and Ancillary
Covenants Not to Compete substantially in the form set forth in Exhibit E of this Area Development
Agreement:
AKT FRANCHISE, LLC
By: By:
Name: Name:
Title: Title:

E X H I ^ T E T O A R E A D E V E L O P M E N T AGREEMENT
GONEIDENTIAEITY AGREEMENT AND

ANGIEEARYGOVENANTSNOTTOGOMPETE
Tbis Agreement is made and emeredmtotbis day of , 20 , between AKT

TRANGHISE, LTG, a Delaware limited liability company
("Tranebisor^ ("Developers and
("Covenantors
RECITALS
WHEREAS, Tranebisorbas obtained tbe rigbt to developauniquesystem(tbe "System") for tbe

development and operation ofAKTStndiosnnder tbe name and marks AKT ("Studios"); and
WHEREAS, tbe System includes, but is not limited to, certain trade names, service marks,
trademark, logos, emblems and indicia oforigin, including, but not limited to, tbe marks AKT and otber
tradenames, service marks, trademarks, logos, insignia, slogans, emblems, designs andcommercial
symbols as Erancbisor may develop in tbefuture to identity tor tbe public tbe source of services and
products marketed under tbe marks and under tbeSystem and representing tbeSystem'sbigb standards of
quality,appearance,serviceandall i n f o r m a l
oftbe Studio, including, witbout limitation, tbe operating manual, Erancbisor'strainingprogra
and supplier lists, or otber information or lôw bow distinctive to an AKT Studio; all of wbicbEran^
may cbange, improve and furtber develop and wbicbErancbisor uses in connection witb tbe operation of
tbeSystem(collectively,tbe "Confidential Information"); and
WHEREAS, tbe Proprietary Marks and Confidential Information provide economic advantages to
Erancbisor and are not generally known to, and are not readily ascertainable by proper means by,
Erancbisor'scompetitorswbo could obtain economic value from lôwledge and use of tbe Confidential
Information; and
WHEREAS, Erancbisor bas taken and intends to take all reasonable steps to maintain tbe
confidentiality and secrecy oftbe Confidential Information; and
WHEREAS, Erancbisor bas granted Developer tbe limited rigbt to develop an AKT Studio using
tbe System, tbe Proprietary Marks and tbe Confidential Information, pursuant to an Area Development
Agreement entered into on ,20 ("Area Development Agreement"),
by and between Erancbisor and Developer; and
WHEREAS, Erancbisor and Developer bave agreed in tbe Area Development Agreement on tbe
importance to Erancbisor and to Developer and otber licensed users oftbe System ofrestricting tbe use,
access and dissemination oftbe Confidential Information; and
WHEREAS, it is necessary for certain employees, agents, independent contractors, officers,

directors and equity interest holders ofDeveloper, or any entity having an interest in Developer
("Covenantor") to have access to and to use someof all ofthe Confidential Information in tbe management
and operation ofDeveloper'sAKT Studio using theSystem; and
WHEREAS, Developer has agreed to obtain from those covenantors written agreements protecting
tbe Confidential Information and theSystem against unfair competition; and
©^8AKEF^hi^LLC
20t8OôpmemAêmem Exhibit
WHEREAS, Covenamor wishes to remam^
Developed and
WHEREAS, Covenantor wishes and needs to receive and use the Confidential
course ofhisempioyrnent or association in order to efreetiveiyperfbrrn the service
WHEREAS, Covenantor acknowledges that receipt of andthe right to use the Confidential
Intbrrnation constitutes independent valuable consideration torthe representations, pr^
made hy Covenantor.
NCW,EHEREECRE, in consideration of the mutual covenant and ohligations contained in this

Agreement, the parties agree as follows:
ConfidentialitvAgreement
1 Franchisor andôr Developer shall disclose to Covenantor some or all ofthe Confidential
Information relating to theSystem All information and materials, including, without limitation, manuals,
drawings, specifications,techniques and compilations ofdata which Franchisor provides toDeveloper
andôr Covenantor are deemed Confidential Information for the purposes ofthis Agreement.
2. Covenantorshall receive the Confidential Information in confidence and must, at all times,
maintain them in confidence, and use them only in the course of his employment or association witha
Developer and then only in connection with the development andôr operation hy Developer of an AKT
Studio for so long as Developer is licensed hy Franchisor to use theSystem.
3. Covenantor shall not at any time make copiesof any documents or compilations containing
some or all of the Confidential Information without Franchisor'sexpress written permission.
4 Covenantor shall not at any time disclose or permit the disclosure of the Confidential
Information except to other employees of Developer and only to the limited extent necessary to train or
assist other employees ofDeveloper in the development or operation ofan AKT Studio.
5. Covenantor must surrender any material containing some or all of the Confidential
Information to Developer or Franchisor, upon request, or upon termination ofemploymenthy Developer,
orupon conclusionofthe use fbrwhich the information ormaterial may have heen furnished to Covenantor
6. Covenantor shall not at any time, directly or indirectly, do any act that would or would
likely be injurious or prejudicial to the goodwill associated
System.
7. Franchisor loans all manuals to Developer for limited purposes only and they remain tbe
property ofFranchisor and maynot be reproduced, in whole orin part, withoutFranchisor'swritten consent
Covenants Not to Compete
I. In order to protect the goodwill and unique qualities ofthe System and the confidentiality
and value oftbe Confidential Information during tbe term ofthis Agreement, and in consideration f o r ^
disclosure to Covenantor of the Confidential InIormation,Covenantor further agrees and covenants as
follows:
©^8AKTF^hi^LLC
20^DôpmemAg^m^ Exhibit
8. Not to divert,or attempt to divert,dfrecfi^
opportumty or customer ofthe Studios to any competitor
h Not to empioy,or seek to empioyâuy person who is at the time or was within the
precedingone hundred eighty (180) daysempioyed hy Franchisor, its affiliate orany Deveioperof
Franchisor,or otherwise directiy or indirectiy induce such person to leave that person'sempioyment except
asmayoccurin connectionwith Developer'semploymentof that person ifpermittedunder the Area
Development Agreement; and
c. Except withrespecttoStudiosoperatedundera valid andexistingFranchise

Agreement between Developer(orDeveloper'saftiliates)and Franchisor, own, maintain, operate, engage
in, or have any financial or beneficial interest in (including any interest in corporations, partnership^^
limited liability companies, unincorporated associations orjoint ventures), advise, assist or make loan^
any Competing Businesses defined below)orabusiness tbat is ofacharacter and concept similar to an
AKTStudio. For purposes of this Agreement,a"Competing Business" is defined as any business that(l)
derives at least ten percent(10^)of its revenue fiom the sale of exercise^fitness services or instruction
comprised of circuit training, dance cardio or otber Approved Services and Approved Products that are
offered at an AKT Studio, or (2) grants fianchises or licenses to others to operate the type ofbusiness
described in subpart(l)of this Section.
2. tn further consideration tor tbe disclosure to Covenantor oftbe Confidential Information

and to protect tbe uniqueness of tbe System,Covenantor agrees and covenants tbat for two (2) years
following tbe earlier of the expiration,terminationor transfer o f a l l Developer's interest inthe Area
Development Agreement or tbe termination of bis association with or employment by Developer,
Covenantor will not without the prior written consent ofFranchisor:
a. Divert or attempt to divert, directly or indirectly, any business, business

opportunity or customer ofthe Studios to any competitor;
b Fmploy,or seek to employ,any person whois at the time or was withinthe

preceding one hundred eighty (180) days employed byFranchisor, its affiliate or any franchisee of
franchisor, or otherwise directly or indirectly induce such persons to leave that person'semployment; and
c Except with respect to Studios operatedunderFranchiseAgreementsbetween

Developer and its affiliates, and Franchisor or its affiliate or any ofits subsidiaries, own, maintain,
engage in, or have anyfinancialor beneficial interest in(includinganyinterest in corporations, p a r t n e r
trusts, limited liability companies, unincorporated associations orjoint ventures), advise, assist o
loans to, any Competing Business orabusiness that is ofacharacter and concept similar to an AKT Studio
(i) within tbe DevelopmentArea granted to Developer; or(ii)withinaforty(40)mileradiusoftheper^
oftbe Development Area being granted to Developer or any otber designated territory or development area
licensedbyFrancbisortoan AKTStudioasofthedateofexpiration,terminationortransferofall
Developer'sinterest in tbe Area Development Agreement or the termination of Covenantor'sassociation
witb or employment by Developer.
1. Developer shall make all commercially reasonable efforts to ensure that Covenantor acts
as required by this Agreement.
2. Covenantor agrees that in tbe event ofabreach of this Agreement, Franchisor would be
irreparably injured and be without an adequate remedy at law. Therefore, in the event ofabreach, or
© ^ ^ A K T F ^ h ^ L ^
20t8DôpmemAg^m^ Exhibit
tbrea^ned or tempted breach of ^
thisAgreernemandisemified,m
tbe right to terrninate tbe Area OeveloprnemAgreemen4toaternp^^
decree forthe specific perforrnanee oftbe terins ofthis Agreement, whhou^
or threatened harm and without being required to fiirnisbabond or other security
3. Covenantor agrees topayahexpenses(inciudingcourtcosts and reasonabieattorneys'

teesîncurred by Franchisor and Developer in enforcing this Agreement.
4. Any failure by Franchisor to object to or take action with respect to any breach of tbis
Agreement by Covenantor shah not operate or be construed asawaiver of or consent to that breach or any
subsequent breach by Covenantor.
5 THIS ACRFFMFNT SHALL 8F CCVFRNFD 8Y AND CONSTRUED AND

ENFORCED IN A C C O R D A N C E S ^
THE STUDIO IS LOCATED] AND COVENANTOR HEREBY IRREVOCABLY SUBMITS
HIMSELFTOTHEÛRISDICTIONOETHESTATECOURTCLOSESTTOFRANCHISOR'STHEN
CURRENT HEADQUARTERS OR, IE AFRRORRtATE, THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT FOR INSERT STATE WHERE THE STUDIO IS LOCATED^
COVENANTORHEREBYWAIVESALLÛESTIONSOFRERSONALÛRISDICTIONORVENUE
FORTHE RURROSE OF CARRYING OUTTHIS PROVISION COVENANTOR HEREBY AGREES
THATSERVICEOFRROCESSMAYBEMADEURONHIMIN ANYPROCEEDING RELATING TO
OR ARISING UNDER THIS AGREEMENTORTHE RELATIONSHIP CREATED BY THIS
AGREEMENT BY ANY MEANS ALLOWED BY ÎNSERT STATE WHERE THE STUDIO IS
LOCATEDÔR FEDERAL LAW COVENANTOR FURTHER AGREES THAT VENUE FOR ANY
PROCEEDING RELATING TOORARISINGOUTOFTHISAGREEMENTSHALLBE ONE OFTHE
COURTS DESCRIBED ABOVE IN THIS SECTION; PROVIDED, HOWEVER, WITH RESPECT TO
ANY ACTIONWHICH INCLUDES INÛNCTIVERELIEF OR OTHEREXTRAORDINARYRELIEF,
FRANCHISOR M A Y B R I N G SUCH ACTION IN ANYCOURT IN ANY STATE WHICH HAS
JURISDICTION
6. The parties acknowledge and agree tbat each oftbe covenants contained in tbis Agreement
are reasonable limitations as to time, geographical area, and scope ofactivity to be restrained and do not
imposeagreater restraint than is necessary to protect tbe goodwill or otber business interests ofFranchisor.
Tbe parties agree tbat each of thetbregoing covenants shah be construed as independent ofany otber
covenant or provision of this Agreement. If all or any portion ofacovenant in this Agreement is held
unreasonabieor unenforceable by acourt or agency having validjurisdiction inany unappealed final
decision to which Franchisor isapart, Covenantor expressly agrees to be bound by any lesser covenant
subsumed within the terms of tbe covenant that imposes the maximum duty permitted by law as i f tbe
resulting covenant were separately stated in and madeapart ofthis Agreement.
7 This Agreement contains the entire agreement oftbe parties regarding the subject matter
ofthis Agreement. Tbis Agreement may be modified only byaduly authorized writing executed by ah
parties.
8 Ah notices and demands required to be given must be in writing and sent by personal
delivery,expedited delivery service, certified orregistered mail, return receipt requested, firstclas^
prepaid, facsimile or electronic mail, (provided that tbe sender confirms the facsimile or electronic mai4
sending an original confirmation copy by certified or registered mail or expedited delivery service within
three (3) business days afier transmission), to the respective parties at the showing addresses unless and
untiladifferent address has been designated by written notice to tbe otber parties.
©^8AKTF^hi^LLC
20^DôpmemAg^mem Exhibit
If directed to Franchisor, the notice shall be addressed to
AKT Franchise, LLC

Attn: Melissa Chordock
3185 Pullman Street
Costa Mesa, California 92626
If directed to Developer, the notice shall be addressed to:
Attention:
If directed to Covenantor, the nodce shall be addressed to:
Attention:
Any notices sent by personal delivery shall be deemed given upon receipt. Any notices given by
facsimile or electronic mail shall be deemed given upon transmission, provided confirmation is made as
provided above. Any notice sent by expedited delivery service or registered or certified mail shall be
deemed given three (3) business days after the time of mailing. Any change in the foregoing addresses
shall be effected by giving fifteen (15) days written notice ofsuch change to the other parties. Business
day for the purpose ofthis Agreement excludes Saturday, Sunday and the following national holidays: New
Year's Day, Mardn Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans Day, Thanksgiving and Christmas.
9. The rights and remedies of Franchisor under this Agreement are fully assignable and
transferable and inure to the benefit of its respective parent, successor and assigns. The respective
obligations of Developer and Covenantor hereunder may not be assigned by Developer or Covenantor
without the prior written consent of Franchisor.
SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as witnessed by their
signatures below.
FRANCHISOR: DEVELOPER:
AKT FRANCHISE, LLC (IfDeveloper is a corporation)
Name of Corporation
By: _ By:
Title: Title:
(If Developer is an individual owner,

COVENANTOR: Developer must sign below; ifa partnership,
all partners must sign below)
Printed Name:
Developer
Developer
Developer
Developer
(If Developer is a Limited Liability Company)
Name of Limited Liability Company
By: _
Title:

Exhibit J
RECEIPTS
ITEM 23
RECEIPT
This Disclosure Document summarizes provisions of thefranchiseagreement and other information in plain
language. Read this Disclosure Document and all agreements carefully.
If AKT Franchise, LLC offers you a franchise, it must provide this Disclosure Document to you 14 calendar days
before you sign a binding agreement with, or make a payment to, thefranchisoror an affiliate in connection with
the proposedfranchisesale.
New York, Oklahoma and Rhode Island require that we give you this Disclosure Document at the earlier of the
first personal meeting or 10 business days before the execution of thefranchiseagreement, or other agreement, or
the payment ofany consideration that relates to thefranchiserelationship.
Michigan, Oregon and Wisconsin require that we give you this Disclosure Document at least 10 business days
before the execution ofany bindingfranchiseagreement, or other agreement, or the payment of any consideration,
whichever comes first.
If AKT Franchise, LLC does not deliver this Disclosure Document on time or if it contains a false or misleading
statement, or a material omission, a violation of federal and state law may have occurred and should be reported
to The Federal Trade Commission, Washington D.C. 20580 and the appropriate State Agency identified on Exhibit
B.
The franchisor is AKT Franchise, LLC located at 3185 Pullman Street, Costa Mesa, CA 92626. The name,
principal business address, and telephone number of each Franchise Seller offering the Franchise are: Anthony
Geisler and Melissa Chordock. c/o AKT Franchising, LLC, 3185 Pullman Street, Costa Mesa, CA 92626, (949)
404-3516; Lance Freeman. St. Gregory Development Group, LLC, 7720 Montgomery Rd., Suite 200, Cincinnati,
OH 45236, (513) 264-6940.
Issuance Date: July 3, 2018. The effective date in each state is listed on the State Cover Page. AKT Franchise,
LLC authorizes the agents listed in Exhibit B to receive service of process for it.
I have received a Franchise Disclosure Document dated July 3, 2018. This Disclosure Document included the
following Exhibits:

B. LIST OF STATE AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS
E. TABLE OF CONTENTS OF THE OPERATIONS MANUAL
F. GENERAL RELEASE OF ALL CLAIMS
G. STATE-SPECIFIC ADDENDA
I. MULTI-UNIT DEVELOPMENT AGREEMENT
J. RECEIPTS
(Print Name) (Signature)
Date
^gg? /A/^ co/?y /brôMr recorok.

ITEM 23
RECEIPT
This Disclosure Document summarizes provisions of thefranchiseagreement and other information in plain
language. Read this Disclosure Document and all agreements carefully.
If AKT Franchise, LLC offers you afranchise,it must provide this Disclosure Document to you 14 calendar days
before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with
the proposed franchise sale.
New York, Oklahoma and Rhode Island require that we give you this Disclosure Document at the earlier of the
first personal meeting or 10 business days before the execution of thefranchiseagreement, or other agreement, or
the payment ofany consideration that relates to thefranchisereladonship.
Michigan, Oregon and Wisconsin require that we give you this Disclosure Document at least 10 business days
before the execution ofany bindingfranchiseagreement, or other agreement, or the payment of any consideration,
whichever comes first.
If AKT Franchise, LLC does not deliver this Disclosure Document on dme or if it contains a false or misleading
statement, or a material omission, a violation of federal and state law may have occurred and should be reported
to The Federal Trade Commission, Washington D.C. 20580 and the appropriate State Agency identified on Exhibit
B.
Thefranchisoris AKT Franchise, LLC located at 3185 Pullman Street, Costa Mesa, CA 92626. The name,
principal business address, and telephone number of each Franchise Seller offering the Franchise are: Anthony
Geisler and Melissa Chordock. c/o AKT Franchising, LLC, 3185 Pullman Street, Costa Mesa, CA 92626, (949)
404-3516; Lance Freeman. St. Gregory Development Group, LLC, 7720 Montgomery Rd., Suite 200, Cincinnati,
OH 45236, (513) 264-6940.
Issuance Date: July 3, 2018. The effective date in each state is listed on the State Cover Page. AKT Franchise,
LLC authorizes the agents listed in Exhibit B to receive service of process for it.
I have received a Franchise Disclosure Document dated July 3, 2018. This Disclosure Document included the
following Exhibits:

B. LIST OF STATE AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS
E. TABLE OF CONTENTS OF THE OPERATIONS MANUAL
F. GENERAL RELEASE OF ALL CLAIMS
G. STATE-SPECIFIC ADDENDA
I. MULTI-UNIT DEVELOPMENT AGREEMENT
J. RECEIPTS
(Print Name) (Signature)
Date
P/ease Mgn /Aiy cofy o/^/Ae rgcez/?/, (/o/g^wr jfgna/wre, am/ re/Mrw /A/f ybrm /o JlgfcnAe^/ m //em 2j.
O2018 AKT Franchise. LLC


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F-8674

IN THE MATTER OF THE REGISTRATION OF:

WHEREAS, an a p p l i c a t i o n has been f i l e d p u r s u a n t t o Minn.

UNIFORM FRANCHISE REGISTRATION APPLICATION

File No. N^A f ' ^

X INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES

RENEWAL APPLICATION OR ANNUAL REPORT

POST-EFFECTIVE MATERIAL AMENDMENT

1. Full legal name of Franchisor: AKT Franchise, LLC

2. Name of the franchise offering: AKT

3. Franchisor's principal business address:

3185 Pullman Street

Minnesota Department of Commerce

5. The states in which this application is or will be shortly on file:

California, Florida, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota,

Lane Fisher, Esq.

Signed at \YV\\\t, Cl\ . Jukj % , 2oJ^

AKT FRANCHISE. LLC

Name: Melissa Chordock

Executed on Juki 2 -,20 V

AKT FRANCHISE, LLC

Personally appearect^feefbre me this day of , 20 , the above-named, Melissa

On ^ a u 3 2 ^ ZQl% before me, Judi Lowenthal, Notary Public

personally appeared '^ELjSSfi CsM0/?X>0£.k

ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM

From: Angui, Flora (COMM)

Dear Mr. Fisher:

From: Benjamin Staplin <[email protected]>

Benjamin F. Staplin | FISHER ZUCKER LLC

From: William Graefe

William R Graefe] FISHER ZUCKER LLC

From: Angui, Flora (COMM) [mailto:[email protected]

Dear Mr. Fisher:

Re: AKT Franchise, LLC

F. Joseph Dunn* Dear Sir or Madam:

Max Stapling 2. Uniform Franchise Registration Application;

V^memberPAandNlbaVs, . 5. Certification Page;

7. ~ Franchise Seller Disclosure Form^^;

\ 9. One CD-ROM containing the complete franchise initial application,

21 S. 21st Street FISHER ZUCKER LLC

California: Commissioner of the _ Rhode Island: Director,

X Indiana: Secretary of State _ Virginia: Clerk, Virginia State

Lane Fisher, Esq.

Dated : JuKj Z ,20)?

On O ^ ^ f i L ZO/F before me, Judi Lowenthal, Notary Public

personally appeared "^EL^SSfi CsUM&Ott

ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM

Mapping Software $500

Acknowledgement of Independent Auditors

THE ISSUANCE DATE OF THIS DISCLOSURE DOCUMENT IS: July 3, 2018

©2018 AKT Franchise, LLC

Your state may haveafranchise law that ^

Call the state franchise admmistratorhsted on E x h i h i t B f o r m f o ^

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOL TO RENEW

1 THE FRANCHISE AGREEMENT ANDDE^BELOPMENTAGREEMENTCONTAIN A

2 THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT PROVIDE THAT

4 THEFRANCHISORISAT AN EARLYSTAGE OF DEVELOPMENT AND HASALI^IITED

6. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

©2018 AKT Franchise, LLC